TP ICAP Group

Annual Report and Accounts 2024
Connecting clients.
Creating value.
TP ICAP Group is a  
world-leading provider 
of financial markets 
infrastructure and data. 
We connect institutional buyers and 
sellers in the world’s financial, energy, 
and commodities markets. By doing 
so, we offer deep liquidity and unique 
data, empowering our clients to 
transact with confidence.
Our capacity to connect builds trust 
with clients, supports the communities 
in which we operate, and equips us to 
anticipate, respond to, and drive 
change. It is what makes TP ICAP a 
mainstay in the effective functioning 
of efficient and liquid wholesale 
markets, now and in the future.
Our purpose
To provide clients with access to 
global financial, energy, and 
commodities markets, enhancing 
price discovery, liquidity, and 
distribution of data, through 
responsible and innovative solutions.
Our vision 
To be the world’s most trusted, and 
innovative, liquidity and data 
solutions specialist.
Our mission
Through our talent and technology, 
we connect clients to superior 
liquidity and data solutions.
Overview
IFC	
TP ICAP at a glance
1	
2024 highlights
2	
Chair’s statement
6 
Chief Executive Officer’s review
Strategic report
14	
Market trends 
16	
Our strategy
20	
Our business model
22	
Key performance indicators
24	
Sustainability
42 
Financial and operating review
54	
Stakeholder engagement
58	
Viability statement and going 
concern
59	
Principal risks and uncertainties
64	
Task Force on Climate-related 
Financial Disclosures (‘TCFD’)
Governance report
76	
Governance at a glance
78 
Board Chair’s governance letter
80	
Board of Directors
84 
Compliance with the Code
86	
Corporate governance report
96	
Report of the Nominations & 
Governance Committee
102 Report of the Audit Committee
108 Report of the Risk Committee
112	
Report of the Remuneration 
Committee
142	 Directors’ report
145	 Statement of Directors’ 
responsibilities
Financial statements
146	 Independent Auditor’s Report to 
the members of TP ICAP Group plc
153	 Consolidated Income Statement
154	 Consolidated Statement of 
Comprehensive Income
155	 Consolidated Balance Sheet
156	 Consolidated Statement of 
Changes in Equity
157 Consolidated Cash Flow 
Statement
158	 Notes to the Consolidated 
Financial Statements
Additional information
209	 TP ICAP Group plc shareholder 
information
211	
Group undertakings
216	 Appendix – Alternative 
Performance Measures
218	 Glossary

Connecting clients
Creating value
TP ICAP at a glance
Our investment proposition
#1
We are the world’s:
	> #1 OTC liquidity venue 
	> #1 Inter-dealer broker
	> #1 OTC energy and 
commodities broker
	> #1 Provider of OTC 
market data
28
Countries around  
the world 
5,300 
Employees
Including c.2,600 brokers
Revenue
2024
2,253
2023
2,191
£2,253m
Basic EPS
2024
22.1
2023
9.5
(restated1)
22.1p
Final dividend
Final dividend of 11.3 pence per share 
recommended for 2024, and payable to 
shareholders on 23 May 2025.
Who we connect
Banks | Asset Managers | Hedge Funds | 
Corporates | Trading Houses |  
Market Makers
How we connect
Voice | Electronic | Hybrid 
Connection coverage
Rates | FX | Credit | Equities | Oil | Gas | 
Power | Renewables | Digital Assets 
Connection creates strength
We connect clients through our four business divisions
Global Broking 
World’s largest  
inter-dealer broker 
Energy & Commodities 
World’s leading OTC energy 
and commodities broker 
Liquidnet 
Multi-asset, technology-led, 
agency execution specialist 	
Parameta Solutions 
A world-leading provider of 
OTC market data solutions
	> Tullett Prebon and ICAP 
generally #1 or #2 in every 
product where they do 
business 
	> Brands compete to provide 
diverse liquidity pools and 
best service to clients 
Awards
	> ‘Global Inter-dealer Broker 
of the Year’ Global Capital 
	> ‘World’s Best FX Broker’ 
Euromoney
	> Comprehensive product 
coverage across all actively 
traded markets: Financial | 
Physical | Advisory
	> Execution and liquidity 
delivered through ICAP, 
Tullett Prebon, and PVM, 
the world’s leading oil 
broker
	> Our brokers add value 
across the trade life cycle: 
canvassing the market for 
expressions of interest, 
intelligence gathering, 
negotiation, execution, and 
post-transaction processing
Awards
	> Tullett Prebon – 
‘Commodities Broker of the 
Year’ Energy Risk
	> Leading electronic trading 
network
	> Dark/block equities trading 
specialist
	> Global average equities 
daily liquidity of US$93bn1 
	> 1,000+ buy-side clients, 
collectively managing 
US$26tn in equity assets 
	> Developing multi-asset and 
electronic Listed Derivatives 
offerings
	> Global footprint
Awards
	> ‘Best Crossing Network 
Provider’ Waters Rankings 
	> ‘Outstanding Dark Trading 
Venue’ European Leaders in 
Trading Awards
	> ‘Best Dark Pool Capabilities’ 
US Leaders in Trading 
Awards
	> ‘Best Provider – Large 
Clients’ US Leaders in 
Trading Awards
	> 800k+ instruments, 
leveraging TP ICAP’s 
proprietary trade data, and 
third-party data
	> 700+ data feeds
	> Millions of records across 
asset classes
	> ~1,100 clients
1	
Data is as at 30 June 2024, sourced 
from Liquidnet internal data.
Profit before tax
2024
214
2023
96
(restated1)
£214m
Operating profit (EBIT) margin2
2024
10.5
2023
5.7
(restated1)
10.5%
Total dividend
Total dividend for the year of 16.1 pence per 
share (2023: 14.8p), an increase of 9%.
Carbon emissions
Reduced Scope 1 and 2 carbon emissions 
by 27% from 2023.
-27%
Clients
Through our talent and technology,
we connect clients to superior liquidity 
and data solutions.
Regulators
Strong governance and oversight;
building trust through regular,
open dialogue.
Our stakeholders
Our stakeholders are integral to the success of the Company.  
We are committed to creating sustainable value and mutually beneficial outcomes.
s
Market-leading position,  
deep liquidity, unique data
	> #1 market positions for Global 
Broking, Energy & Commodities, 
and Parameta Solutions
	> World-leading provider of 
over-the-counter (‘OTC’) liquidity, 
data, and data-led solutions
	> Liquidnet: a world-leading, global, 
multi-asset buy-side network
01
Diversification through  
new business opportunities  
	> Track record of creating new  
scale businesses, such as  
Parameta Solutions
	> Well positioned for future growth 
opportunities, such as the energy 
transition, digital assets, and 
Dealer-to-Client (‘D2C’) trading
04
ESG ratings
Improved MSCI ESG rating from A to AA. 
MSCI ‘AA’ 
rated
Diversified revenue base, 
strong geographical presence
	> Well diversified business model: 
~63% of revenue generated outside 
the UK and denominated in US$
	> Present in key markets across  
60 offices in 28 countries
02
Major value opportunity 
  
	> Parameta Solutions: a substantial 
data and analytics business
	> 97% subscription-based revenues
	> 98% client renewal rate
	> Focused on a potential US listing of 
a minority stake in the business, as 
early as Q2 2025
05
2024 financial highlights
Highly cash generative 
	> High profit to cash conversion 
across the business
	> Group cash conversion: 144% 
(2023: 124%)
	> Average cash conversion ratio of 
141% over the past three years
03
Dynamic capital management 
 
	> ~£100m debt/financing 
obligations paydown; leverage 
ratio decreased from 1.9x to 1.6x
	> As of 11 March 2025, £120m of 
share buybacks completed/
announced in c.18 months
	> Clear dividend policy: 50% payout 
of adjusted post-tax earnings
	> At least £50m cash release 
targeted through legal entity 
consolidation by 2027
	> Focus on productivity, contribution, 
and balance sheet optimisation 
expected to generate substantial 
cash in the medium term in 
addition to £50m targeted through 
legal entity consolidation
06
ICAP Charity Day
ICAP’s 32nd annual charity day raised 
£5.2m.
£173m
raised since 1993
Sustainability highlights
Operating profit (EBIT)
2024
236
2023
125
(restated1)
£236m
Dividend payment
Dividend policy targets dividend cover 
of c.2x on adjusted post-tax earnings 
(50% payout ratio). Typically based on a 
payout range of 30 to 40% of half-year 
adjusted post-tax earnings with the 
balance paid in the final dividend.
Read more
about our stakeholders on pages 54 to 57.
Read more
about Sustainability on pages 24 to 41.
Read more
about our strategy on pages 16 to 19.
Employees
Attracting, nurturing, retaining and
rewarding employees by making
TP ICAP a great place to work. 
Suppliers and business partners
Working with suppliers to
build sustained partnerships.
Shareholders
Long-term value creation
and sustainable returns.
Communities and environment
Making a positive impact on the 
environment by reducing our 
consumption of natural resources.
£113m
1	
2023 reported EBIT restated to £125m from 
£128m to reflect reclassification of foreign 
exchange gains on non-GBP borrowing and 
related derivatives to net finance expenses.
2	
For more information on APMs see page 216.
11.3p +13%
16.1p +9%
TP ICAP GROUP PLC Annual Report and Accounts 2024
1
Overview

Chair’s statement
Dear fellow shareholder
2024 was a strong year for our Group. 
Your Board focused on three key areas: (a) advancing the 
strategies of our major businesses, (b) areas of oversight and 
review, and (c) our Board and senior management composition 
and capability. More detail on the Board’s activities can be 
found on pages 78 and 79.
Before covering these topics, I will summarise our performance, 
including the market backdrop. We delivered record profits in 
2024, building on last year’s performance. All four divisions 
showed good trading momentum, underpinned by buoyant 
market conditions. 
A key strategic focus has been building a more diversified Group, 
broadening our client base, moving into different asset classes 
and geographies, and delivering more non-broking revenue  
and profits. This strategy is yielding results. Adjusted EBIT  
from Liquidnet and Parameta Solutions accounted for  
42% of Group adjusted EBIT, compared to 29% in 2023.  
Our diversified businesses provide the Group with high-quality, 
less volatile earnings. 
Market conditions are key. Ongoing geopolitical and 
macroeconomic uncertainty drives volatility, which is supportive 
for Global Broking and Energy & Commodities (‘E&C’), while 
interest rate reductions are generally positive for Liquidnet. 
Parameta Solutions is well placed to leverage the substantial 
demand for financial markets data1.
We delivered a 5%2 increase in Group revenue (+3% in reported 
currency), building on last year’s performance. Group adjusted 
EBIT of £324m rose 13%2, a record performance (+9% in reported 
currency). Group reported EBIT rose 89% to £236m (2023 
restated: £125m3). In accordance with our dividend policy, a 50% 
payout ratio of adjusted post-tax earnings for the year as a 
whole, the Board is recommending a final dividend of 11.3 pence 
per share. This brings the total dividend for the year to 16.1 
pence per share, 9% ahead of 2023. 
Read more
Appendix – Alternative Performance  
Measures on page 216.
Chair’s statement
We delivered a record 
performance in 2024. All 
divisions traded well, 
underlining the broad, 
diversified nature of the 
Group, and the continued 
delivery of our strategy.
“The Group continues to execute  
its strategic priorities at pace.  
Our focus is on connecting clients,  
and creating sustainable value  
for shareholders. We are well  
positioned to do so.”
Reported EBIT margin
10.5%
Adjusted EBIT margin4
14.4%
Total dividend per share4
16.1p
1	
Source: Burton Taylor Consulting, Financial Market Data/Analysis Global Share 
& Segment Sizing 2024.
2	
In constant currency.
3	
2023 reported EBIT restated to £125m from £128m to reflect reclassification of 
FX gains on non-GBP borrowing and related derivatives to net finance expense 
(adjusted EBIT restated to £299m from £300m).
4	
Refer to appendix – Alternative Performance Measures on page 216.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
2
3
Overview

Chair’s statement continued
Development of key businesses
The Board focused on the strategic development of our key 
businesses, especially Global Broking and Liquidnet.
Liquidnet 
Liquidnet delivered a major turnaround in profitability. We 
enhanced the division’s operational leverage by right-sizing the 
cost base and diversifying the core equities franchise. The leaner 
cost base, and more diversified portfolio, alongside the rebound in 
the markets, have been very advantageous to us. It is pleasing to 
see the significant growth in market share, which is covered by our 
CEO on page 8. 
Global Broking
Global Broking accounts for 57% of our total revenue (2023: 57%) 
and is our largest division. In December, we announced a major 
strategic collaboration with Amazon Web Services (‘AWS’) to 
streamline our technology infrastructure. This multi-faceted 
agreement will enable us to accelerate the development of Fusion, 
our market-leading platform, by more than halving new product 
development times, and nearly doubling our IT workload on  
the Cloud. 
Key review areas 
Your Board spent a substantial amount of time on some key 
strategic areas, notably: (a) strategic options for Parameta 
Solutions, and (b) capital management. 
Parameta Solutions
Strategic developments
A key focus is to maximise the value of our strategic assets. 
As we announced last year, the Group is progressing options in 
relation to Parameta Solutions. We are focused on a listing in the 
United States (‘US’), with the Group maintaining a long-term 
majority stake. If we proceed, the potential listing could occur as 
early as the second quarter of 2025. 
Our rationale for a potential listing, while keeping other strategic 
options open, includes establishing a potential baseline value for 
the business. We know from our extensive engagement with many 
of our shareholders who actively manage their portfolios, that this 
is an important consideration. A minority listing would also have 
the advantage of ensuring that the majority of any potential future 
upside would indirectly accrue to TP ICAP shareholders. Again, we 
know this is important to them. In addition, a listing could enable 
Parameta Solutions to invest to grow, by accessing financial 
resources beyond those available to us. From a commercial 
perspective, comprehensive, exclusive long-term agreements would 
underpin the relationship between our broking businesses and 
Parameta Solutions. Parameta Solutions would also have an 
opportunity to grow even further by obtaining access to data from 
other market participants.
Your senior management and Board
Turning to matters related to your senior management and Board. 
We are enhancing our management bench strength as we 
transform the Group. 
Silvina Aldeco-Martinez was appointed CEO of Parameta Solutions 
in March. Silvina joined from PitchBook Data, a Morningstar 
division, where she was CEO of Leveraged Commentary and Data. 
Chantal Wessels was appointed CFO of Parameta Solutions in 
September, having previously held senior roles at Nasdaq and 
Thomson Reuters.
In E&C, David Silbert joined us to lead our US business having 
previously been Global Head of Commodities at Deutsche Bank, 
and CEO of Trailstone Group. Joachim Emanuelsson, a founding 
partner at SGB, the leading environmental markets brokerage, is 
now heading up our EMEA franchise. Tom Fox-Hughes has been 
promoted to CEO of APAC, following almost three years as 
Commercial Manager for the region, based in Singapore.
During the year, Tracy Clarke, Chair of the Remuneration 
Committee, and I engaged with a large number of our shareholders 
on the topic of Executive Director remuneration. After taking their 
feedback into account, we will be seeking shareholder support for 
our proposed approach for the new policy that will be brought for 
approval at our AGM in May 2025.
Capability and diversity
In total, 40% of our Board are female, in line with the targets 
arising from the FCA’s Listing Rules. We also have at least one 
woman in a senior Board position, and at least one Board member 
from a minority ethnic background. 
We are focused on improving the diversity profile of our senior 
management, where we have made progress, with more to do.  
We are making progress with our efforts to better understand our 
employee demographics. This year, we launched ‘Count Me In’,  
a campaign enabling staff to self-disclose their diversity data.  
These new insights into the make-up of our workforce will help us  
to tailor programmes, benefits, and support mechanisms to meet 
specific needs.
In relation to the potential location for any listing, the US is our 
focus for a number of reasons. Firstly, business model: 93% of 
Parameta’s revenues are USD-denominated. Secondly, liquidity: the 
US has the deepest and most liquid market globally. Thirdly, market 
fit: most of Parameta’s quoted peers are based in the US, and it has 
a well-developed ecosystem of specialist investors and analysts. 
Business developments
We continue to invest in Parameta and are pursuing a three-
pronged strategy to grow the business. Firstly, distributing through 
more third parties and direct delivery. Secondly, launching new 
products in areas like Evidential Data Solutions, OTC Indices  
and Energy & Commodities. Thirdly, targeting more buy-side 
clients, including asset managers, global macro hedge funds  
and corporates.
The opportunities in the large, and growing5, financial data market 
are significant. Growth factors include more complex regulation, 
which increases the need for market participants to adhere to 
capital and reporting standards, an increasing need for trade 
surveillance, and a growing use of benchmarks and indices. Across 
the vast and complex OTC marketplace, our data solutions help 
participants with challenges ranging from price discovery to 
regulatory compliance.
Dynamic capital management 
We are investing in the business: broker recruitment, Fusion, 
Liquidnet, and Parameta Solutions. In addition, we are giving back 
more cash to shareholders, having returned £90m in buybacks in 
c.18 months, and announced the commencement of a fourth £30m 
programme. Our dividend per share has also grown by 30% in the 
past two years. Shareholders value this combination of dividend 
growth and capital returns, alongside our continued focus on 
reducing our debt. 
In the medium term, through our focus on productivity, contribution 
and balance sheet optimisation, we expect to generate substantial 
cash organically. We are committed to investing in the business and 
sharing surplus cash with our shareholders. 
An update on the surplus cash to be made available to shareholders 
over time will be presented at our Interim Results, on 6 August 2025. 
This surplus cash will be in addition to the previously announced 
£50m (legal entity consolidation). We would expect to return most 
of the proceeds from the potential Parameta Solutions listing to 
TP ICAP shareholders and, in addition, no impact is expected on 
the Group’s dividend policy, in the event Parameta is listed. 
Conclusion and looking ahead
The Group continues to execute its strategic priorities at pace.  
Our focus is on connecting clients, and creating sustainable value 
for shareholders. We are well positioned to do so.
Finally, on behalf of the Board, I want to extend our thanks to our 
colleagues for their hard work and commitment in 2024. I would 
also like to thank our stakeholders, including our shareholders, 
for their continued support. I, and the Board, look forward to 
welcoming shareholders to our AGM in London, on 14 May 2025.
Richard Berliand
Board Chair
11 March 2025
 5	 Source: Burton Taylor Consulting, Financial Market Data/Analysis Global Share & 
Segment Sizing 2024.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
4
5
Overview

Chief Executive Officer’s review
Introduction
Our objective is to deliver sustainable shareholder value. 
We do so through leveraging our strong franchises and 
delivering our strategy: diversification, dynamic capital 
management, and transformation. 
 
We are making good progress delivering our strategy: record 
profits, a strong, broad-based performance across the Group, 
surplus cash being returned to shareholders, and a range of 
major initiatives in place to generate more shareholder value.
 
Now is an appropriate time to review our progress in 2024, 
including how we have furthered the delivery of our  
strategic agenda.
Delivering in 2024
Market developments
Interest rates in Western countries remained at higher levels than 
many market commentators expected. Stubborn inflation, 
particularly services-related, is influencing the approach taken 
by central banks. The UK only cut rates twice in 2024 after they 
had moved up to a 16-year high. Bond yields in many Western 
countries have increased: the markets are taking stock of the 
significant increase in bond issuance to fund higher public  
debt levels. Movements in interest rates, and bond yields,  
are an important driver of activity for Rates, our largest  
Global Broking franchise.
 
2024 was the election year par excellence. Elections were held in 
countries accounting for roughly 49% of the world’s entire 
population1. While we won’t see this level of electoral activity in 
2025, or the associated market volatility, there is a growing view 
that volatility per se is becoming more embedded. The UK 
regulator has noted that market events that might have occurred 
just once in a decade are now happening more frequently. 
‘Predictable volatility’, as it has been termed, is a trend to be 
closely monitored; it may, in some circumstances but not all, be 
beneficial to our broking businesses.
 
Several forces – geopolitical pressures, demand for Oil and Gas, 
and the Energy Transition – are driving profound change in the 
energy sector. The International Energy Agency believes we are 
moving towards the ‘age of electricity’. Oil and Gas demand will 
only moderate after 2030, and then not by a great deal2. 
Demand for critical metals, a key facilitator of the move to more 
electricity, could double by 20302. Our Energy & Commodities 
(‘E&C’) division has launched a Battery Metals desk, led by the 
leading broker in this sector. 
CEO review
Our vision is to be the 
world’s most trusted,  
and innovative, liquidity 
and data solutions 
specialist.
To achieve this, we are focused  
on the delivery of three  
strategic priorities:
	> Transforming our business;
	> Diversification; and
	> Dynamic capital management.
Revenue
£2,253m
Adjusted EBIT12
£324m
Reported EBIT
£236m
“We are making good progress 
delivering our strategy: record profits, 
a strong, broad-based performance 
across the Group, surplus cash being 
returned to shareholders, and a range 
of major initiatives in place to 
generate more shareholder value.” 
1	
Source: TIME Magazine, The Ultimate Election Year: All the Elections Around the 
World in 2024.
2	
Source: International Energy Agency (‘IEA’), World Energy Outlook, October 2024.
3	
Source: Bank of America Global Fund Manager Survey.
4	
Source: McLagan data, comparing Q3 2024 YTD with Q3 2023 YTD.
5	
Source: Burton Taylor Consulting, Financial Market Data/Analysis Global Share & 
Segment Sizing 2024.
2024 was a much better year for equities – a pleasing 
development for Liquidnet. Following the US Presidential 
Election, November was the biggest month for inflows into US 
equity funds since 20003. The institutional commission wallet is 
growing: global commissions were up 11%4 in September year-to-
date. Uncertainty around interest rates, and the impact of other 
US policies like tariffs, will be important drivers for equity 
markets in 2025.
 
Demand for financial markets data is substantial and projected 
to grow5. Drivers include the need for financial institutions to 
underpin their decision-making and risk systems, with high-
quality, insightful data. Annual global spend on financial 
markets data reached a record $42bn in 20235; asset 
management and fixed income are the main sectors expected to 
drive growth in the short term5.
Read more about our market trends on pages 14 and 15.
Read more
Appendix – Alternative Performance  
Measures on page 216.
TP ICAP GROUP PLC Annual Report and Accounts 2024
7
Overview
TP ICAP GROUP PLC Annual Report and Accounts 2024
6

Chief Executive Officer’s review continued
Business performance 
Group revenues increased by 5%6, building on last year’s 
performance. 
 
Global Broking revenue was up 4%, including a particularly strong 
second-half (+7%). We maintained our market-leading position, 
and leveraged Fusion. 
Liquidnet’s turnaround gathered pace: revenues were up a record 
15%. Equities, the biggest part of the division, increased revenues 
by 18%; at the Multi-Asset Agency Brokerage7 revenues were up 
10%. Parameta Solutions delivered an 8% increase in revenues. 
Following an exceptionally strong 2023, when E&C grew revenues 
by 18%, growth came in this year at 2%. The division has  
increased revenues by 22% in two years, underlining the strength  
of its franchise. 
 
All our divisions are market leaders. Parameta, with an estimated 
70%8 market share of the OTC data market, has a business model 
distinguished by 97% subscription revenue and very high client 
renewal rates (98%). Liquidnet has recorded revenue growth for 
seven consecutive quarters in its key Equities business. The business 
ranked number one by market share (up 11%) in the EMEA 5x LIS 
(‘Large-in-Scale’) segment9, and number two (up 15%) in the US 
Agency Alternative Trading Systems (‘ATS’) market10.
Record profits, substantial contribution from non-broking 
businesses, tight cost management
The Group adjusted EBIT12 margin increased to 14.4% (2023: 
13.5%11). Adjusted EBIT was up by 12%, or 8% in reported currency, 
to £324m, a record for the Group. Reported EBIT, including 
significant items, grew by 89% to £236m (2023 restated: £125m13).
 
Three key factors drove the increase in our profits: revenue growth, 
continued tight cost control, and the Liquidnet turnaround. Group 
management and support costs were flat, despite inflation, and 
ongoing investment. Liquidnet recorded a substantial increase in 
profitability driven by market share gains, enhanced operational 
gearing, and growing revenues. The division contributed £53m of 
adjusted EBIT for the year (2023: £9m11), or 16% of Group adjusted 
EBIT. Our non-broking businesses accounted for 42% of adjusted 
EBIT (2023: 29%).
Business developments
The financial data market is large and projected to grow14.  
We believe that greater regulatory complexity, and the increasing 
use by clients of benchmarks and indices, may also drive the 
development of this market.
 
Parameta Solutions has a clear strategy. Firstly, it is enhancing its 
distribution. About 78% of the division’s 2024 revenue originates 
from third-party channels; an increasing proportion (22%) is being 
generated from direct channels like the cloud and industry standard 
feeds. Initiatives include Fusion Connect, the newest direct delivery 
channel. Secondly, Parameta is providing more innovative 
offerings: evidential data solutions, indices etc. They already 
account for 10% of the division’s overall revenues. In addition,  
new data sets are being packaged and monetised, including  
the break-even Inflation Swap Index series, iron ore, and US oil.  
Finally, the business is winning more buy-side clients by enlarging 
the salesforce and leveraging a more focused account  
management structure.
 
Parameta Solutions offers its clients 35 years of data underpinned 
by long-term, exclusive Market Data Licensing Agreements with 
both Global Broking and E&C.
Liquidnet
Liquidnet, a multi-asset, agency execution specialist operating in 
57 equity markets, provides the Group with client (buy-side) and 
product diversification (Cash Equities). The division is focused on 
enhancing its operational leverage, diversifying the core equity 
franchise, and developing its fast-growing Multi-Asset Agency 
Brokerage business.
 
Greater profitability driven by enhanced operational leverage and 
market share gains
Liquidnet’s adjusted EBIT margin increased from 2.9% in 2023 to 
15.0% in 2024, driven by more cost reduction, substantial revenue 
growth, and significant market share gains.
 
We have reshaped the business: a 14% reduction in management 
and support costs in 2024 brings the total reduction over the past 
two years to 31%. We took advantage of that leaner cost base, 
alongside better market conditions, to deliver record revenues, 
including a strong performance by Equities, the biggest part of  
the division.
Enhancing the Equities franchise
Liquidnet is diversifying its Equities proposition. This means 
leveraging the market-leading block trading and dark pool equities 
franchise to expand in algorithmic and programme trading.  
We completed the largest ever Dark Pool trade in Europe, followed 
by a record block trade in Hong Kong.
 
The average cash weightings held by institutions in 2024 fell to their 
lowest level since 200115. Against that backdrop, we launched new, 
innovative products: Superblock, a solution for clients who wish to 
trade exceptionally large, illiquid blocks in a controlled 
environment; SmartDark, an algorithm to help traders execute 
larger trades with better price stability.
 
Diversification delivering
Parameta Solutions
Strategic developments
Maximising the value of our strategic assets is a key priority. 
 
As previously announced, we are progressing strategic options in 
relation to Parameta Solutions. 
 
Our focus is a potential listing in the United States (‘US’), with the 
Group maintaining a long-term majority stake. Should we proceed, 
the potential listing could occur as early as Q2 2025. There is, of 
course, no certainty about a listing, or its location. 
 
The rationale for a possible listing, while keeping other value 
recognition options open, includes the potential to establish a 
baseline value for our shareholders now. We know from our 
engagement with many of our shareholders who actively manage 
their portfolios that this is a key factor. A minority listing would  
also mean that the majority of any potential future upside  
would indirectly accrue to TP ICAP shareholders – another  
key consideration.
A listing could enable Parameta Solutions to invest to grow, both 
organically and inorganically, through access to financial resources 
beyond those available to the Group, with our shareholders 
indirectly participating in any such growth. Comprehensive, 
exclusive, long-term agreements would underpin the close 
relationship between our broking businesses and Parameta 
Solutions, providing us with a valuable annual cash income stream. 
Our intention, which will be finalised in due course, is for the term of 
these agreements to be 30 years. Finally, we believe Parameta 
Solutions would have another meaningful opportunity to grow by 
obtaining access to data from other OTC market participants. 
 
Turning to the potential location for any listing, for several reasons 
our focus is on the US. Firstly, business model. While Parameta is a 
global business, its business model is US-oriented: approximately 
93% of its revenues are USD-denominated. Secondly, liquidity: the 
US has the deepest, most liquid public markets. Thirdly, market fit. 
The US is home to many of Parameta’s quoted peers and a greater 
concentration of relevant research analysts.
 
We will update on our progress in relation to Parameta Solutions, as 
and when appropriate, to the extent that we are able to do so 
within the applicable legal constraints.
Building the Multi-Asset Agency Brokerage business
Multi-Asset (non-cash equity) is a significant, and growing, market 
segment, especially for hedge funds. Barclays Research estimates 
that Multi-Asset funds have grown annually by about 19% 
compared to 3% for hedge funds. Liquidnet capitalised on this 
trend, launching a new single-desk proposition providing multi-
asset liquidity from across the Group, and bespoke trading tools. 
Revenues at the Multi-Asset Agency business are up 22% in two 
years, and now account for 42% of the division’s overall revenue 
base. We see more opportunities to grow through a follow-the-sun 
model, and leveraging our extensive geographical footprint.
Energy & Commodities (‘E&C’)
Profound change underway
The energy sector is going through profound change. As the 
pre-eminent OTC energy broker, we expect to benefit by (a) 
growing our current main businesses (Oil, Power, and Gas), (b) 
growing Energy Transition products like renewables and (c) 
monetising data in conjunction with Parameta Solutions.
 
The scale of the changes is exemplified by two key points. Global 
Liquefied Natural Gas (‘LNG’) capacity, a key transition fuel, is by 
2030 expected to grow by 50%16, a substantial increase. Global 
electricity use is forecast, over the next ten years, to grow each year 
by the equivalent of Japan’s annual demand16, the fourth largest 
economy in the world. 
Our brokers, who provide the full suite of products, are well 
equipped to assist their clients through these major changes.
 
We announced a major agreement with Amazon Web Services 
(‘AWS’) to (a) co-develop sustainability-focused trading solutions 
and (b) support Amazon’s suppliers to create decarbonisation plans 
aligned with its 2040 net-zero carbon ambition. Coupled with our 
focus on Norwegian and Australian Renewable Energy Certificates 
(RECs), we are developing tools to create additional liquidity in key 
markets like the US. The overall REC market is expected to grow 
28% a year, reaching over $80bn by 203017.
 
Alongside our substantial presence in the North American and 
European markets, we are expanding in APAC, where we acquired 
Aotearoa Energy, a leading Power, Gas and Renewables broker in 
New Zealand, complementing our well-developed Australian 
franchise. The New Zealand Emissions Trading Scheme was set up 
in 2007 and, after the EU, is the oldest in the world18.
Read more
about our divisional performance on pages 49 to 52. 
6	
All percentage movements within the CEO review are in constant currency, unless 
otherwise indicated. 
7	
Multi-asset (equity derivatives, rates, futures and advisory services) Agency 
Execution offering, including COEX Partners, MidCap Partners, and Relative 
Value desks.
8	
Considering 2023 data revenues from TP ICAP’s peers: Fenics, TraditionData, and 
Marex.
9	
Source: Bloomberg. The European Securities and Markets Authority (‘ESMA’) 
defines “Large-in-Scale” (‘LIS’) as thresholds that exempt large trades from certain 
pre-trade transparency requirements under MiFID II. For highly liquid stocks, the 
threshold is typically set at €100k or more; for less liquid stocks, the threshold is 
typically €500k or more.
10	 Source: Financial Industry Regulatory Authority (‘FINRA’).
11	 In constant currency
12	 For more detail on Alternative Performance Measures, refer to the Appendix on 
page 216.
13	 2023 reported EBIT restated to £125m from £128m to reflect the reclassification of 
foreign exchange gains on non-GBP borrowing and related derivatives to net 
finance expense (adjusted EBIT restated to £299m from £300m).
14	 Source: Burton Taylor Consulting, Financial Market Data/Analysis Global Share & 
Segment Sizing 2024.
15	 Source: Bank of America Global Fund Manager Survey.
16	 Source: International Energy Agency (‘IEA’), World Energy Outlook, October 2024.
17	 Source: Research and Markets, Renewable Energy Certificates Market, 2023.
18	 Source: Elsevier, Energy Economics, August 2023.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
8
9
Overview

Chief Executive Officer’s review continued
Dynamic capital management 
2024 developments
About 18 months ago, we launched our first ever buyback 
programme (£30m). 
Since then, including another £30m buyback announced on 11 
March 2025, the Group has completed, or announced, £120m of 
buybacks. The Board is also recommending a final dividend per 
share of 11.3 pence (up 13%). This would bring the total dividend to 
16.1 pence per share, up 9% (2023: 14.8p). The final dividend will be 
paid to eligible shareholders on 23 May 2025, with an ex-dividend 
and record date of 10 April 2025 and 11 April 2025, respectively. 
Shareholders appreciate this combination of dividends and  
capital returns.
 
Continued debt reduction is another important priority. We paid 
down approximately £100m of our debt/financing obligations and 
our leverage ratio19 reduced from 1.9x in 2023 to 1.6x in 2024.
Overall approach
We are committed to releasing more cash for ongoing business 
investment, including targeted M&A, where appropriate, debt 
reduction and further capital returns. We continue to invest  
in our business: broker recruitment, Fusion, Liquidnet, and  
Parameta Solutions.
In the short term, in relation to inorganic cash generation, we would 
expect to return most of the proceeds of any possible Parameta 
listing to our shareholders, while retaining the majority upside 
potential through our long-term ownership of this asset. In addition, 
we do not anticipate any impact on the Group’s dividend policy, in 
the event Parameta is listed.
In the medium term, through organic means, we anticipate 
generating substantial cash, in addition to the previously 
announced £50m we expect to release through our legal entity 
consolidation initiative (see above). An update on the surplus cash 
to be made available to shareholders over time will be provided at 
our Interim Results, on 6 August 2025.
Generating substantial cash in the medium term 
Our confidence in our ability to generate substantial cash 
organically in the medium term, and share it with our shareholders, 
can be attributed to several factors. 
 
We have benefited a great deal from our Jersey redomicile; it 
enabled the creation of a series of specific opportunities to free  
up cash. In addition, our focus on productivity and contribution, 
coupled with a positive outlook for our business, means we  
will continue to prioritise profitable growth, and cash flows,  
in the future. 
 
Our previously announced three-year programme – legal entity 
consolidations and operational efficiencies – is progressing well. 
We have already released £15m of annualised savings in 2024 
through the operational and IT excellence initiative (see 
Transformation below). Work is well underway on our legal entity 
consolidation initiative.
Fusion
Fusion, our flagship digital platform, provides best in class 
functionality for our clients, and connectivity to our deep liquidity. 
 
Technology is a strategic advantage for us, and key to our  
client engagement. 
We are building on that advantage through a major agreement 
with Amazon Web Services (‘AWS’), the world’s leading cloud 
provider. With them, we will accelerate the development of Fusion, 
halving new product development times, and nearly doubling our 
IT workload on the cloud. We will leverage AWS’s generative AI 
capabilities, like Amazon Bedrock, to increase productivity and 
better respond to client needs, and establish an AI and Innovation 
Lab to scale and accelerate solutions.
 
We see more opportunities to employ Fusion to assist clients with 
regulatory supervision, a growing area. Fusion generates high-
quality data insights, which our collaboration with AWS should 
enhance, and which Global Broking is sharing with Parameta 
Solutions through their Market Data Licensing Agreement.
Operational and IT excellence
A major operational and IT excellence initiative is in place 
alongside our focus on more legal entity consolidations (see 
Dynamic Capital Management). 
 
This change initiative, generating at least £50m in annualised 
savings over three years, will future-proof our business: we will be 
more agile and faster at rolling out new products and initiatives. 
Key levers include real estate optimisation (the footprint has 
reduced by 30% since 2021), technology consolidation, our 
operating model, vendor management, and procurement. 
 
We are making good progress. Detailed bottom-up planning is well 
underway; a Transformation Office is in place. Technology is at the 
heart of our transformation. Our IT function will become a value 
enabler: we are simplifying our processes and plan to reduce the 
number of IT applications by about 20%. More cloud migration, 
and a greater focus on engineering excellence, are integral to  
the programme. 
Transformation
Enhanced bench strength
We are enhancing our bench strength as we transform the Group.
 
New senior leadership is in place at Parameta Solutions. Silvina 
Aldeco-Martinez became CEO in March, joining us from PitchBook 
Data, a Morningstar division, where she was CEO of Leveraged 
Commentary and Data. Chantal Wessels was appointed CFO 
having previously been at Nasdaq and Thomson Reuters. Silvina 
and Chantal have significant experience in data, analytics, and 
business development.
 
The Energy Transition is replete with opportunity for our E&C 
business. Joachim Emanuelsson, a founding partner at SGB, an 
environmental markets brokerage, is now leading our EMEA 
business. David Silbert was appointed to lead our US franchise 
having previously been Global Head of Commodities at Deutsche 
Bank and CEO at Trailstone Group. Tom Fox-Hughes was promoted 
to CEO of APAC.
Liquidnet Fixed Income
A changing market: our opportunity
Our Liquidnet electronic credit trading platform covers Primary and 
Secondary Markets, offering a range of trading protocols, including 
Dark Pool and Request-For-Quote (RFQ). The business is organised 
by asset class and led by Global Broking, enabling it to leverage the 
division’s extensive connectivity and sell-side relationships. 
Electronification is taking hold: around 65% of US Treasuries,  
a key asset class, are now traded electronically; half that volume  
is coming through RFQ20. 
The market for electronically traded corporate bonds is also 
growing. As of the end of November 2024, 43% of total volume 
traded in both investment-grade and high-yield bonds was 
executed electronically21, compared with approximately 19%  
and 2% respectively in 201522.
Our New Issue Trading protocol had a record year. Volumes on the 
platform, which is integrated with Fusion, saw significant growth, 
with over 470 buy- and sell-side users submitting approximately 
$16bn of firm, actionable liquidity – an increase of circa 2.6x 
compared to 2023. Other initiatives included advancing the rollout 
of Fusion for dealers and partnering with Boltzbit, a Gen AI 
solutions specialist, enabling us to rapidly receive, process, 
and display newly announced bond deals.
 
Outlook
As is always the case, our outlook is largely subject to market 
conditions. Geopolitical tension, and the uncertain outlook for 
trade policies, inflation, as well as interest rate movements, should 
continue to drive volatility that is supportive for our business. 
The movement in foreign exchange rates, particularly Sterling vs US 
Dollar (60% of Group revenue/40% of Group costs are US Dollar-
denominated) will continue to impact our results – with US Dollar 
strengthening having a positive impact, and vice versa. 
Against this backdrop, we will remain focused on executing our 
three strategic pillars, namely transformation, diversification,  
and dynamic capital management. We anticipate remaining  
well placed to deliver sustainable shareholder value over the 
medium term. 
Subject to movements in foreign exchange rates, the Board  
is comfortable with current market expectations for 2025  
adjusted EBIT.
Nicolas Breteau
Executive Director and Chief Executive Officer
11 March 2025
“We are committed to releasing more 
cash for ongoing business investment, 
including targeted M&A, where 
appropriate, debt reduction and further 
capital returns.”
19	 Total debt (excluding finance lease liabilities) divided by adjusted EBITDA, as 
defined by our rating agency, Fitch.
20	 Source: Federal Reserve Bank of New York, All-to-All Trading in the U.S. Treasury 
Market, November 2024.
21	 Source: Crisil Coalition Greenwich: December Spotlight: Corporate Bond Market 
Sees Liquidity Improve in Record Year.
22	 Source: Crisil Coalition Greenwich: September Spotlight: Corporate Bond 
E-Trading on a Roll.
Final dividend
pence
11.3p
Total full year dividend
pence
16.1p
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
10
11
Overview

In this section
14	 Market trends
16	 Our strategy
20	 Our business model
22	 Key performance indicators
24	 Sustainability
42 Financial and operating review
54	 Stakeholder engagement	
58	 Viability statement and going concern
59	 Principal risks and uncertainties
64	 Task Force on Climate-related Financial 
Disclosures (‘TCFD’) 
Strategic 
report
Read more
Sustainability
Our sustainability strategy is formed 
of three priorities: ‘Reporting and 
Performance Management’; 
‘Supporting our Clients’; and 
‘Community Impact’. 
Page 24
Read more
Our transformation 
We are transforming our business 
through technology, and by 
expanding and diversifying our 
activities and client base. 
Page 17
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
12
13
Strategic report

Market trends
Liquidity is the most important characteristic when choosing a 
market on which to list. PwC notes that developed market 
exchanges are much more liquid than emerging market 
exchanges5. 
However, the growth and increasing financial sophistication of 
emerging markets are likely to intensify competition. PwC’s 
report states that Asia is emerging as the most popular region 
for future listings, with China expected to be the home of most 
new issuers by 20255. 
BlackRock’s report on Regulatory Developments in the EU and 
UK notes that regulators are looking at measures to ensure that 
financial markets are competitive and attractive places to 
trade globally6. This has resulted in the EU and UK undertaking 
reviews of listing rules to attract more IPOs. 
What does it mean for TP ICAP?
TP ICAP is well diversified with a presence in 28 countries, and 
we are well positioned to benefit from improved trading 
conditions. Specifically, within Asia Pacific, we have offices in 
ten countries, so any increase in trading activity should 
positively affect our trading volumes. 
Overlaying our success in Asia Pacific is our Fusion digital 
platform, which enables clients to trade seamlessly in multiple 
products and across numerous geographies. In collaboration 
with AWS, accelerating the development of Fusion will mean 
clients will be able to adapt faster to new market movements 
and trends. 
1	
McKinsey & Company, The critical role of commodity trading in times of 
uncertainty.
2	
Latham & Watkins LLP, UK Government Update on Sustainability 
Disclosure Requirements Framework.
3	
International Energy Agency, World Energy Outlook 2024.
4	
McKinsey & Company, Global Materials Perspective 2024.
5	
PwC, Capital markets in 2025.
6	
BlackRock, Regulatory Developments in the EU and the UK: Midyear 2024 
Outlook.
7	
Burton Taylor, Financial Market Data/Analysis Global Share & Segment 
Sizing 2024.
8	
Burton Taylor, 2024 AI and its Implication for Market Data Providers.
9	
FINRA, AI Applications in the Securities Industry.
10	 FINRA, Regulatory Notice 24-09.
Market data continues to be a major area of spend for 
financial institutions, with research firm Burton Taylor 
reporting an increase in spend to a record US$42bn (+12.4%) in 
2023, with real-time and trading data remaining the leading 
product segment, accounting for 38% of the market spend7. 
The need to comply with regulation is an important driver of 
market data demand. Institutions are investigating methods to 
enable an improved experience with data, particularly as the 
use of AI grows. Burton Taylor estimates that AI will add an 
incremental US$1.9bn to market data providers’ revenues  
by 2029 8. 
What does it mean for TP ICAP?
Parameta Solutions designs products that provide access to 
proprietary OTC data and analytics, generating insights about 
highly complex, low-transparency OTC transactions. Clients use 
these insights to inform alpha identification strategies, risk 
management processes, and regulatory compliance. 
Parameta is focused on enhancing distribution channels with 
more third parties and direct delivery. Additionally, Parameta 
intends to grow in key areas like Evidential Data Solutions, 
Managed Technology Services, OTC Indices, and Energy and 
Commodities. Innovative technology solutions, including 
AI-based software, are key tools being developed to provide 
faster, more relevant insights to clients. 
AI-based applications can greatly improve organisational 
functions. Additionally, AI will have a substantial impact on 
administrative functions by automating high-volume, less 
complex manual tasks. Generative AI tools can analyse and 
synthesise vast sets of financial and market data9.
It is crucial to ensure that all regulatory obligations and 
controls are maintained while mitigating the risks associated 
with AI usage. In June 2024, FINRA published a regulatory 
notice emphasising that FINRA rules and securities laws 
continue to apply when AI is used in business operations10. 
This presents challenges for all regulated companies as they 
allocate significant resources to the development and use of AI. 
Firms must consider regulatory guidance on areas such as data 
governance, customer privacy, and supervisory control systems 
when planning and testing AI applications. 
What does it mean for TP ICAP?
We recognise the potential value and importance of AI. In 
2024, TP ICAP appointed a dedicated Head to lead the 
implementation of AI across the business. In December 2024, 
we also announced a major collaboration with AWS, which 
includes establishing an AI and Innovation Lab to enable us to 
accelerate and scale AI-driven solutions. This builds on 
TP ICAP’s successful AI projects to date, which include 
Parameta Solutions using the Amazon Bedrock Gen AI tool to 
automate compliance checks, and our Procurement team using 
AI to extract and submit metadata from PDFs, eliminating the 
need for manual data entry.
Energy transition
Government policies are accelerating 
the energy transition, driving 
commodity trade activity  
and volatility.
Maintaining liquidity and 
attractiveness of financial markets
Regulation will be used to maintain 
the attractiveness of financial markets 
as competition intensifies in  
emerging regions.
Increasing importance of  
market data 
OTC market data remains a key 
investment for financial institutions.
The role of AI in the inter-dealer 
broker industry
AI offers significant opportunities to 
enhance operational and compliance 
efficiencies.
McKinsey reports that the rapid growth of the commodities 
market has seen total commodity trading EBIT exceed 
US$100bn in 20231. Additionally, with the UK government’s 
guidance on the UK Sustainability Disclosure Requirements 
(‘SDR’) framework due in Q1 20252, companies will increasingly 
focus on their sustainability practices. 
The International Energy Agency states that the next phase 
will occur in a new energy market context with a supply of 
multiple fuels and technologies3. Building these technologies at 
scale will require diverse supply chains and critical minerals, 
driving new competition and demand.
This will likely result in demand uncertainty of critical 
commodities. For example, McKinsey believes the chemistry 
mix for batteries used in electrical vehicles is increasingly 
shifting from nickel-manganese-cobalt to lithium-iron-
phosphate in response to anticipated supply shortages4.  
As a result, volatility across multiple assets is expected to 
continue, driving trading activity. 
What does it mean for TP ICAP?
Our Energy & Commodities (‘E&C’) division is focused on 
leveraging the energy transition. Demand uncertainty  
will increase price and trading volatility, likely benefiting 
TP ICAP, where brokers with specialist knowledge help  
clients manage risk.
The division is developing an aggregated liquidity pool 
encompassing all renewable products. Alongside existing 
products in Norwegian and Australian Renewables, we are 
developing tools to generate more liquidity in US Energy 
Credits, given the growing market. Additionally, in 2024,  
we recruited the market-leading broker to launch our Battery 
Materials proposition. 
In 2024, we announced a strategic collaboration with Amazon 
Web Services (‘AWS’) that includes a focus on the energy 
transition. TP ICAP and AWS will explore opportunities to 
co-develop innovative, sustainability-focused trading  
solutions, and support Amazon’s suppliers in creating 
decarbonisation plans, aligning with Amazon’s net zero  
carbon ambition by 2040.
1
2
3
4
Connecting trends, insights and actions 
Understanding the key market trends that affect  
our business positions us well to seize opportunities.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
14
15
Strategic report

Our strategy
Diversification
New clients, new asset  
classes, more non-broking  
revenue.
Progress and outlook 
Our diversification strategy is about broadening our client 
base, moving into different asset classes and geographies, 
and delivering more non-broking revenue and profits.
Parameta Solutions strategy focuses on three pillars. First, it is 
enhancing its distribution, with 78% of the division’s 2024 
revenue originating from third-party channels, and an 
increasing proportion (22%) being generated from direct 
channels, such as the cloud. Second, Parameta is offering 
more innovative products, including evidential data solutions 
and benchmarks and indices. Finally, the business is 
expanding its buy-side client base.
Maximising the value of Parameta is a key priority. As 
previously announced, we are progressing strategic options in 
relation to the division. Our focus is a potential listing in the 
United States, with the Group maintaining a long-term 
majority stake. Should we proceed, the potential listing could 
occur as early as Q2 2025.
Liquidnet is focused on enhancing its operational leverage, 
diversifying its core equity franchise, and developing its 
fast-growing multi-asset agency brokerage business. In 2024, 
product launches in equities included: Superblock, a solution 
for clients who wish to trade large, illiquid blocks, and 
SmartDark, an algorithm to help traders execute larger 
trades with better price stability. Additionally, in multi-asset, 
a new single desk proposition was launched, providing 
liquidity and bespoke trading tools. 
E&C is well placed to capitalise on the profound change 
underway in the energy sector, specifically the opportunities 
linked to the energy transition. E&C will also collaborate  
with AWS to co-develop sustainability-focused trading 
solutions, and support Amazon’s suppliers in creating 
decarbonisation plans. 
Diversification is delivering: in 2024, our non-broking 
businesses accounted for 42% of adjusted EBIT, up from 29% 
in 2023.
Transformation
Future-proofing our Group  
through technology and 
operational excellence.
Progress and outlook 
Fusion is our market-leading, cloud-based digital platform, 
connecting our clients to our deep liquidity pools, across 
our brands and asset classes, through the full life cycle  
of a transaction.  
Fusion also provides the real-time data, automated trade 
processing and settlement solutions that help clients 
accelerate trade confirmation, and reduce operational 
and regulatory risk.  
In addition, the platform generates unique OTC data, 
which – through Market Data Licensing Agreements with 
Global Broking and E&C – equips Parameta Solutions to 
deliver data and analytics solutions to its clients. 
In 2024, we announced a major agreement with Amazon 
Web Services (‘AWS’), the world’s leading cloud provider, 
to streamline and scale our technology infrastructure. A 
key focus of this agreement is to accelerate the 
development of Fusion by co-developing the platform with 
specialist AWS engineers, halving new product 
development times, and nearly doubling our IT workload 
on the cloud to more than 80%. We will also leverage 
AWS’s generative AI capabilities to increase productivity, 
and better respond to client needs.
As announced at our Half Year results in August 2024,  
a significant operational and IT excellence programme  
is underway. In addition to our focus on consolidating 
more legal entities to free up cash (at least £50m 
targeted), the programme is expected to generate at least 
£50m in annualised cost savings by 2027 across four main 
areas. First, technology and data (reducing IT applications 
and migrating more to cloud); second,  
an automated and scalable target operating model 
(aligning functions and office co-location); third, 
procurement and vendor management (consolidating 
vendors to drive economies of scale); and finally, 
optimising the use of office space across the Group.
Our strategic pillars
Our strategy is positioning us as  
one of the world’s most trusted and 
innovative specialists in liquidity 
and data solutions. 
We achieve this by focusing on three 
strategic pillars.
Transformation
 Diversification
 Dynamic capital management
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
16
17
Strategic report

Our strategy continued
Dynamic capital 
management
Capital returns, debt reduction,  
and ongoing investment.
Progress and outlook 
We are committed to releasing more cash for ongoing business 
investment, including targeted M&A, where appropriate, debt 
reduction and further capital returns. 
Over the short term, we expect to return most of the proceeds of 
any potential listing of Parameta Solutions to our shareholders. 
In the medium term, we are confident in our ability to generate 
substantial cash organically, in addition to the £50m of cash 
already targeted through more legal entity consolidation.  
We will update shareholders on these initiatives at our HY 2025 
results. Our focus on productivity and contribution means we  
will continue to prioritise profitable growth, and cash flows,  
in the future.
Holding an appropriate amount of debt, and maintaining our 
investment grade credit rating with Fitch, are also areas of focus. 
We paid down ~£100m of our debt, and other financing 
obligations, with our leverage ratio1 reducing from 1.9x in 2023 
to 1.6x in 2024. 
The Group’s dividend policy is to pay half of the adjusted 
post-tax profit for the year to shareholders. In line with this 
policy, the Board has recommended a final dividend payment 
for 2024 of 11.3 pence per share, 13% ahead of 2023. Our total 
dividend per share has grown by 30% over the past two years. In 
addition, we have completed, or announced, £120m of buybacks 
in the past approximately 18 months. 
Finally, we continue to deliver strong free cash flow generation. 
This is driven by profitable growth, improved collection of trade 
receivables, as well as the release of cash by combining legal 
entities (see above). This free cash, as a proportion of the profits 
that we generate, also known as our cash conversion ratio, is an 
important Group metric. We have converted more than 100% of 
our profits to cash over the past three years, with an average 
cash conversion ratio over that period of 141%. 
1	
Total debt (excluding finance lease liabilities) divided by adjusted EBITDA as 
defined by our rating agency, Fitch.
Group’s redomicile  
enabled capital efficiencies
Our overall philosophy to  
managing cash and capital
Dynamic capital management means having an  
optimal Group balance sheet, and ensuring that we hold  
the appropriate level of regulatory capital and cash,  
as well as debt. It also means maintaining an efficient  
conversion of profits into cash.
We generate cash, not only through normal business  
operations, but also through management actions.  
An example of this is reducing the number of legal  
entities across the Group, to create a more streamlined 
organisational structure, and free up cash.
How we allocate capital
Surplus cash, that is in excess of the Group’s working capital  
and regulatory capital requirements, is allocated as follows:
	> Business investment (broker recruitment, Fusion, Liquidnet, 
Parameta Solutions);
	> Debt reduction;
	> Paying shareholder dividends, in line with our policy; and
	> Further capital returns.
Group redomicile to Jersey
In December 2019, the Group announced proposals  
for a corporate restructure to create a more capital-light 
organisation, with greater financial flexibility, better regional 
governance and greater competitiveness.  
As a first step, our redomicile to Jersey, Channel Islands, 
was completed in February 2021. This had no impact on the 
Group’s tax domicile, or stock exchange listing, both of which 
remained in the UK.
£100m
of cash freed up to reduce Group debt  
and other financing obligations
£90m
returned to shareholders, via three £30m  
share buybacks since HY 2023
£30m
Fourth £30m buyback announced on 11 March 2025
£50m
Further legal entity consolidation:  
targeting release of £50m of cash by 2027
Finally, in the event that we proceed with the listing of  
Parameta Solutions, our intention is to return most of the 
proceeds to our shareholders.
The redomicile enabled a series of management actions to 
optimise the Group’s balance sheet, and generate capital 
efficiencies, namely:
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
18
19
Strategic report

Our business model
Connecting clients
Creating value
Our purpose
To provide clients with access to 
global financial, energy, and 
commodities markets, improving 
price discovery, liquidity, and 
distribution of data, through 
responsible and innovative solutions. 
Our vision
To be the world’s most trusted,  
and innovative, liquidity and data 
solutions specialist. 
Our mission
Through our talent and technology, 
we connect clients to superior liquidity 
and data solutions. 
Our strategy
We are transforming our Group  
through technology. We are also 
diversifying through new clients,  
new asset classes, and greater 
non-broking revenue. Our approach 
to dynamic capital management 
focuses on releasing more cash for 
ongoing business investment, debt 
reduction, and capital returns.
Read more
Our strategy – Page 16
Our resources
Scale
World’s largest inter-dealer broker, energy and commodities broker,  
and provider of OTC market data. Global footprint, with operations  
across 28 countries. Coverage across all major asset classes and products.
Brands
Five trusted brands:  
Tullett Prebon, ICAP, PVM, Liquidnet, Parameta Solutions.
Client base
Enduring relationships with world-leading institutions,  
spanning buy-side and sell-side.
Low-risk operating model
No proprietary trading: brokers act solely as intermediaries between  
client transactions.
Technology and innovation 
Client-led investment in innovative technology: Fusion connects clients  
across every major asset class, across the full life cycle of a trade.
People and culture 
Talented global workforce, with a purpose-driven culture, led by our  
Triple-A values: Accountability, Adaptability, Authenticity.
Cash and capital
Highly cash generative with a clear capital allocation framework: 
business investment, including targeted M&A, debt reduction and  
further shareholder returns.
Generating revenue
We generate revenue by providing 
broking and agency execution 
services (92% of Group revenue),  
and by selling data-led solutions  
(8% of Group revenue).
We carry out broking and agency 
execution according to four models: 
Name Passing1, Matched Principal2, 
Executing Broker3, and Introducing 
Broker4. The majority of our revenue is 
denominated in US Dollars.
Clients
Through our talent and technology,
provide superior liquidity and  
unique data solutions.
Employees
Attracting, nurturing, retaining and 
rewarding employees by making 
TP ICAP a great place to work. 
Shareholders
Long-term value creation  
and sustainable returns.
Communities and environment
Making a positive impact 
on the environment by reducing our 
consumption of natural resources.
Regulators
Strong governance and oversight; 
building trust through regular,  
open dialogue.
Suppliers and business partners
Working with suppliers to 
build sustained partnerships.
AWS agreement
Collaboration with Amazon Web 
Services will accelerate Fusion’s 
development.
Constructive dialogue on the Group’s 
regulatory capital position.
67%
Employee engagement score of 67% 
(2023: 67%).
-27%
Reduced our Scope 1 and 2  
emissions by 27%. 
Understanding ESG credentials  
through supplier engagement.
2024
 1	 USD
63%
 2	EUR
15%
 3	GBP
12%
 4	Other
10%
Our stakeholders are integral to the success of the Company,  
and we are committed to creating sustainable value  
and mutually beneficial outcomes. 
For our stakeholders
1 	
Where the Group identifies and introduces 
buyers and sellers who then complete the 
transaction between themselves at mutually 
acceptable terms. 
2 	 Where the Group is the counterparty to both the 
buyer and seller of a matching trade (we hedge 
every client trade with an equal transaction), 
and maintain client anonymity.
3 	 Where the Group executes transactions on 
certain regulated exchanges in respect of client 
buy or sell orders, and then ‘gives-up’ the trade 
to the relevant client. 
4 	 Where the Group arranges matched transactions 
where the counterparties transact through a 
third-party clearing entity acting as principal. 
£120m
Buybacks completed/announced in past c.18 
months; final dividend up 13%.
1
2
3
4
TP ICAP GROUP PLC Annual Report and Accounts 2024
21
TP ICAP GROUP PLC Annual Report and Accounts 2024
20
Strategic report

Key performance indicators
Key  
performance 
indicators 
 
Our KPIs are alternative 
performance measures  
as defined by the European 
Securities and Markets 
Authority (‘ESMA’).  
We provide these to offer 
additional insights into  
the Group’s financial results.
 
Revenue growth 
Reported (%)
 
2024
3%
2023
4%
KPI definition 
Revenue growth is defined as the annual 
growth of total reported revenues. Group 
revenues are shown on page 44.
Comment 
Our core revenue growth is driven by 
transactional volumes that reflect wider 
market conditions. The Group delivered a 
good financial performance against a 
backdrop of macro and geopolitical-driven 
volatility. Group revenues increased 3% 
year-on-year on a reported basis (+5% on a 
constant currency basis).
Adjusted EBIT margin 
Reported (%) 
2024
14.4%
2023
13.6%
(restated1)
KPI definition 
Adjusted operating profit margin  
is calculated by dividing adjusted  
operating profit by revenue for the period. 
A reconciliation of adjusted operating 
profit to statutory operating profit is  
shown on page 172.
Comment 
Adjusted operating profit margin is a 
measure of business profitability and is 
principally driven by revenue, broker and 
support staff compensation and other 
administrative expenses. The adjusted 
operating profit margin for 2024 increased 
by 0.8 percentage points relative to 2023. 
Total dividend per share 
Reported (p) 
2024
16.1
2023
14.8
KPI definition 
Dividend per share is the amount of money 
a company pays to shareholders for each 
share they own. It is calculated by dividing 
the total amount of dividends paid by the 
number of shares outstanding. 
Comment 
The Group has a dividend policy which is 
applied in calculating dividend per share. 
The policy is to pay 50% of full year 
adjusted profits (after tax) to shareholders. 
The total dividend per share of 16.1 pence is 
9% ahead of 2023. 
Adjusted EBIT/operating profit 
Reported (£m)  
2024
324
2023
299
(restated1)
KPI definition 
Adjusted EBIT is defined as earnings before 
net interest, tax, significant items, and share 
of equity accounted investments’ profit 
after tax. The KPI is used interchangeably 
with adjusted operating profit. For a 
definition of significant items, refer to the 
Appendix – Alternative Performance 
Measures on page 216. 
Comment 
Adjusted EBIT measures the level of the 
business’s profitability, on an underlying 
basis, and therefore excludes significant 
items. Adjusted EBIT increased by 8% 
relative to 2023.
Contribution
Reported (£m) 
2024
2023
868
848
KPI definition 
Contribution is calculated as revenue less 
broker compensation and other front office 
costs. It also includes the revenue of 
Parameta Solutions less direct costs. 
Comment 
Contribution is another measure of business 
profitability, captured at the divisional 
level. It provides an indication of business 
division financials before management and 
support costs. Group contribution improved 
by 2% increasing from £848m in 2023 to 
£868m in 2024.
Adjusted earnings per share (‘EPS’)
Reported (p)
 
2024
2023
31.8
29.2
(restated1)
KPI definition 
Adjusted earnings per share is calculated by 
dividing the adjusted profit after tax by the 
basic weighted average number of shares in 
issue. See adjusted EPS section on page 217.
Comment 
Over the long term, growth in shareholder 
value and returns are linked to growth in 
adjusted EPS, which measures the adjusted 
profitability of the Group after tax and 
interest costs.
1	
2023 adjusted EBIT restated to £299m from £300m to reflect the reclassification of foreign exchange gains  
on non-GBP borrowings and related derivatives to net finance expenses. 
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
22
23
Strategic report

Sustainability
Our approach  
to sustainability
Our purpose is to provide clients with access  
to global financial and commodities markets, 
improving price discovery, liquidity,  
and distribution of data, through  
responsible and innovative solutions.
 
We achieve this through our diverse range of products and services. 
As a world-leading provider of market infrastructure, liquidity, and 
over-the-counter (‘OTC’) market data solutions, we play a crucial role 
in enabling the efficient functioning of wholesale markets, which is 
vital for economic stability and growth.
We are committed to managing our business responsibly to create 
long-term value for our stakeholders. This commitment includes 
fostering a strong culture that promotes employee diversity and 
inclusion, encourages good conduct, and enhances risk management.
27%
reduction
in Scope 1 and 2 carbon emissions
39%
of our electricity now comes from 
renewable sources
£5.2m
raised through ICAP Charity Day
7
active employee Accord Networks
AA rating
MSCI ESG ‘AA’ rating  
up from ‘A’ in 2023
100%
completion of mandatory training
Our sustainability commitments
Environmental 
commitment
Responsible 
governance
We recognise our 
environmental 
responsibilities, as  
well as supporting  
our clients as they 
transition to a low-
carbon economy.
Social impact
We work to  
develop an inclusive 
and positive culture, 
creating meaningful 
opportunities for our 
employees and 
communities.
We are committed  
to driving effective 
management of our 
ESG performance  
and commitments, 
creating value beyond 
our operations.
The Group is committed to managing its business responsibly for the long-term 
benefit of shareholders, employees, and communities. We are focused on 
environmental sustainability and active engagement with the communities  
in which we operate. Guided by our Code of Conduct and corporate values,  
we aim to uphold the highest standards of business practices.
Read more
See pages 26 to 29
Read more
See pages 30 to 37 
Read more
See pages 38 to 41 
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
24
25
Strategic report

Sustainability continued
Supporting our clients 
We leverage our capabilities to connect clients to liquidity and data  
solutions, helping them advance their sustainability objectives.
	> Developing and expanding markets for Renewable Energy Certificates 
(‘RECs’) and other renewables products.
	> Providing insights and data-led solutions to better inform participants 
navigate fast moving markets.
Operational carbon neutrality
We aim to minimise the environmental impact of our operations, 
particularly greenhouse gas (‘GHG’) emissions.
	> Reducing our Scope 1 and 2 GHG emissions. 
	> Increasing the use of renewable energy.
	> Reducing overall waste and water usage.
Incorporating ESG into new business 
initiative approvals
We have embedded ESG considerations into the evaluation and  
approval process for new business initiatives, reviewed and scored  
through our Change Management Framework.
	> ESG questions focus on emissions, gender representation,  
and asset class.
Our key priority areas
Our targets
Our progress
To be carbon neutral 
in Scopes 1 and 2 GHG emissions 
by the end of 2026.
Reduced Scope 1 and 2 GHG 
emissions by a further 27%. 
Our sustainability journey 
We are evolving our approach to meet 
the demands of a changing world, 
recognising the need to address  
climate change. 
As the world’s largest inter-dealer broker, we are uniquely positioned to 
support clients on their energy transition journey. By facilitating the 
trading of sustainable energy products, our brokers and trading 
platforms help clients navigate the complexities of transitioning to 
sustainable energy sources. Creating transparent and liquid markets 
enables our clients to manage risk and seize opportunities, aligning 
their strategies with global sustainability goals.
Environmental  
commitment
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
26
27
Strategic report

Sustainability continued
Operational carbon neutrality
To achieve our Scope 1 and 2 emissions target we are focused on: 
 
1) Organic reductions in Scope 1 and 2 GHG emissions 
We continue to target organic reductions in our Scope 1 and 2 GHG 
emissions, which are derived from our leased office premises and 
data centres, through a programme initiated in 2021. This year, we 
announced a new real estate optimisation programme and a new 
cloud computing ambition. These initiatives will deliver emissions 
savings over the next three years by reducing office-based energy 
consumption and improving energy efficiencies associated with 
cloud migration. We aim to achieve operational carbon neutrality 
by the end of 2026 by minimising our Scope 1 and 2 emissions as 
much as possible before purchasing certified carbon credits to 
offset any residual emissions.
 
2) Increasing our use of renewable energy 
Although we lease our office and data centre spaces and do not 
directly control our utility providers or energy tariffs, we are working 
with our landlords, and other third-party suppliers, to increase our 
use of renewable energy. We continue to report our market-based 
Scope 2 footprint (see page 73), which includes the renewable 
energy used in our operations. This year, 39%1 of our total 
purchased electricity came from renewable sources, with 100% of 
the electricity we use in the UK being renewable. We will continue 
to work closely with our landlords and third-party suppliers to 
increase this percentage over time.
1	
An increase from 10% in 2023.
Waste generation and water consumption
We strive to operate responsibly, including our consumption of 
natural resources. We work closely with our office landlords to 
manage our water use and to ensure proper waste disposal.  
The availability of water and waste data across our office estate 
varies, so we do not have a complete view of our water 
consumption and waste generation. 
Our approach to calculating waste generation combines estimates 
and actual data from our landlords. In 2024, we generated around 
1,000 tonnes of waste, which was disposed of through various 
channels, including recycling and waste-to-energy initiatives. 
2024 GHG emissions performance
Our total Scope 1 and 2 GHG emissions were 5,603 tCO2e, a 
reduction of 27%. This follows our focus on real estate 
consolidation, and new energy efficiency measures. We also 
transitioned to a new provider (Watershed) with some one-off 
differences in approach between it and the legacy supplier 
contributing to the reduction. A full breakdown of our 2024 GHG 
emissions is on page 73 of this report.
7,512
2,026
6,182
1,442
4,691
912
2024
2023
2022
Scope 1 (tCO2e)
Scope 2 (tCO2e)
Supporting our clients
TP ICAP is well positioned to support our clients through  
the climate transition, trading in key areas along their 
environmental journey. We are focused on expanding existing and 
developing new products that are crucial for the global transition. 
We are enhancing our offerings in emissions trading, carbon offsets, 
weather derivatives, and battery metals.  
	> We announced a major agreement with Amazon Web Services 
Inc. (‘AWS’). A key element of this multi-faceted agreement 
focuses on the energy transition. TP ICAP and AWS will explore 
opportunities to co-develop innovative, sustainability-focused 
trading solutions, and support Amazon’s suppliers in creating 
decarbonisation plans, aligning with Amazon’s net zero carbon 
ambition by 2040. 
	> Carbon markets and emissions trading are vital for the energy 
transition, and we are focused on growing this area. In 2024, our 
Energy & Commodities (‘E&C’) division brokered 2.2bn CO₂ 
metric tonne equivalents of emissions credits, and 18m metric 
tonnes of voluntary emissions credits. 
	> Expanding on our existing presence in Australian power and gas 
brokerage, we acquired the New Zealand-based gas, power, and 
carbon brokerage firm Aotearoa Energy, providing client access 
to the New Zealand Emissions Units (NZU) market, known for its 
high integrity and appeal to global investors.
Optimising office  
energy consumption
A key element of our carbon strategy is reducing 
our energy consumption. This year, we introduced 
the OMNI cloud-based building analytics tool to 
our London headquarters. This tool optimises the 
performance of our building services systems by 
reducing operating times and enhancing the 
control of our critical engineering assets. As a 
result, we have achieved an average saving of 
over 80,000 kWh of electricity per month, 
compared to average monthly consumption in 
2022. We plan to roll out the OMNI platform 
across various global office locations to further 
improve our energy performance and reduce 
emissions.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
28
29
Strategic report

Sustainability continued
Diversity and inclusion
Embracing diverse perspectives strengthens our decision-making,  
improves collaboration, and builds a culture that drives innovation.  
We are dedicated to creating an equitable workplace where every  
voice is valued, and everyone has the opportunity to succeed. 
Our employees
We empower our employees with the skills, knowledge and  
opportunities they need to grow and excel. Through learning and 
development initiatives, we provide clear career pathways and the tools 
necessary for employees to build fulfilling careers while contributing  
to the success of the business. 
Community impact
We are committed to making a positive impact on society through our 
economic contributions, strategic charitable partnerships, and support  
for employee volunteering and fundraising efforts. 
Our key priority areas
Our targets                              Our progress
Increase female representation 
within our non-broking employee 
base from 34% to 38% by the end 
of 20251.
Female representation 
maintained at 35% in non-
broking roles. 
Increase ethnic minority 
representation within our Group 
senior management population 
from 13% to 15% by the end of 
20272.
Increased ethnic minority 
representation to 14.4%.
Women in Finance Charter  
target of 25% senior women in  
the business by 20253.
Maintained representation of 
women in senior management 
roles at 25%.
1	
Target set in 2021.
2 	 Target set in 2023.
3 	 Target set in 2018.
Our commitment to  
social responsibility
At TP ICAP Group, we recognise 
that our business thrives when 
people and communities flourish. 
 
We are dedicated to creating a workplace that values 
diversity, supports employee development, and drives 
positive change in the communities where we operate. By 
prioritising inclusion, fostering growth opportunities, and 
making meaningful contributions to society, we aim to build 
a stronger, more equitable future for all. This commitment 
reflects our belief that social responsibility is fundamental 
to long-term business success and aligns with our role as a 
trusted global partner.
Social  
impact
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
30
31
Strategic report

Sustainability continued
Our employees 
Attracting, developing, and retaining a talented, engaged group of 
employees is central to our success. We work to develop an inclusive 
and positive culture, creating meaningful opportunities for staff  
to succeed. 
 
Our annual employee engagement survey ran in June, with a 70% 
participation rate (2023: 68%) and an overall engagement score of 
67% (2023: 67%). The results show that our employees understand 
our strategy and values, and feel motivated by their work. Our 
engagement action plan focuses on delivering greater innovation, 
and better tools and systems. Regular town halls and global pulse 
surveys also provide colleagues with opportunities to share their 
views. This engagement provides senior leaders with valuable 
insights to inform decision-making.
This year, we launched a comprehensive career framework across 
the organisation, featuring detailed competency guides to 
facilitate development discussions and support career planning.  
As part of our new talent process, we are also implementing talent 
mapping and boards, with integrated diversity monitoring to 
mitigate bias.
 
Our leadership programmes aim to offer opportunities for our 
people to develop, learn and grow. Two Company-wide 
programmes were released in 2024: ‘Managing the TP ICAP Way’ 
and ‘Future Leaders in Global Broking’. These programmes focus on 
equipping employees with the skills and knowledge necessary to 
manage effectively and ethically in a fast changing global market. 
 
This year, our global internship initiative continued to provide 
valuable business insights and foster career development. Our 
commitment to inclusivity was reflected in the programme’s gender 
balance, with 48% female representation among candidates and a 
nearly balanced internship cohort in our London programme. 
Priorities for next year
In 2025, we will expand our bespoke leadership development 
offerings with a new programme designed for experienced leaders. 
Additionally, we will strengthen our commitment to early career 
development in broking by introducing broker trainee programmes 
in Energy & Commodities, known as the E&C Academy, and in 
Global Broking, called the Broker Trainee Programme. These 
programmes will create a robust talent pipeline and support career 
development, ensuring business sustainability.
 
Diversity and inclusion 
Our approach to diversity and inclusion (D&I) focuses on: 
embedding inclusive leadership, bringing inclusion to life, 
improving systems and structures, accelerating progress,  
and raising our external profile as an employer of choice.
 
Our Accord Employee Networks play an important role in making 
the Group a diverse and inclusive workplace by bringing the voices 
of our staff to life. Run by colleagues, for colleagues, the networks 
connect and support them on a variety of topics including gender, 
health and wellbeing, LGBTQ+, multi-cultural, and veterans. This 
year, we launched our Parents & Carers Network to provide peer 
support and a space for parents and carers to share expertise, 
educational activities and promote benefits of a family diverse 
workforce. 
 
We run an annual calendar of awareness-raising activities to mark 
topics that are important to colleagues. Events have included a 
neurodiversity workshop hosted by the TP ICAP Accord Network in 
Singapore, and a series of lunch and learns hosted by our global 
Women’s Network. Our Multi-cultural Network also hosted events 
including a Diwali celebration, and their inaugural marketplace to 
mark Black History Month, championing Black-owned businesses. 
Progress this year 
We launched a Disability, Cancer and Neurodivergence network, 
and started to collect disability data from our colleagues, beyond 
discussions for adjustments. We work hard to continue to employ 
people who acquire a disability, either through role adjustments or 
change of roles.
Our ‘Count Me In’ campaign, which launched in August, enables 
staff to add their diversity data to their employee record. This is 
part of a wider drive to expand our understanding of our workforce. 
This detailed view into the make-up of our business will also help to 
tailor programmes, benefits, and support mechanisms to meet 
specific needs. 
Priorities for next year
In 2025, we will further embed our D&I strategy by maximising the 
impact of our Accord Employee Networks, continuing to offer 
learning programmes that promote inclusive workplace practices, 
and leveraging our data and insights to ensure our systems and 
structures support inclusivity.
Inclusion matters
This year, we made significant progress across all five 
pillars of our D&I strategy. We continued to embed 
inclusion into our training programmes, supporting leaders 
in being intentionally inclusive and creating a supportive 
environment for all employees while driving high 
performance. We developed partnerships with key 
external organisations to increase sector diversity and 
launched ‘Count Me In’, our self-declaration system, to 
better understand our workforce. Additionally, we created 
and issued a customised online training course called 
‘Inclusion at TP ICAP’, featuring leaders from each  
region, to consolidate our commitment and vision for  
an inclusive culture.
Employee diversity and inclusion
Gender representation by category
Category
Current reporting year (2024)
Comparison reporting year (2023)
Female
Male
Not disclosed
Female
Male
 Not disclosed
Executive management
7
 (39%)
11
 (61%)
3
(16%)
16
(84%)
Non-executive management
33
 (29%)
78
 (71%)
30 
(26%)
86
(74%)
Professionals
213
 (23%)
730  (77%)
232
(24%)
747
(76%)
All other employees 
1,143  (27%)
3,154 (73%)
9
 (0%)
1,081 (26%)
3,092 (73%)
9
(1%)
 
US-only employee racial/ethnic group¹
Category
Current reporting year (2024)
Comparison reporting year (2023)
Asian
Black or 
African 
American
Hispanic 
or Latino
White
Other
Not 
disclosed
Asian
Black or 
African 
American
Hispanic 
or Latino
White
Other
Not 
disclosed
Executive 
management
2 
(100%)
1 
(33%)
2 
(67%)
Non-executive 
management
1 
(5%)
20
(90%)
1 
(5%)
1
(4%)
24 
(92%)
1 
(4%)
Professionals
29
(11%)
6 
(2%)
10 
(4%)
177
(66%)
5 
(2%)
43
(16%)
31 
(10%)
8 
(3%)
10 
(4%)
195
(65%)
4 
(1%)
50 
(17%)
All other employees 
105
(8%)
37
(3%)
95
(8%)
739
(60%)
15 
(1%)
245
(20%)
107 
(9%)
40 
(3%)
102 
(8%)
755 
(61%)
19 
(2%)
215 
(17%)
1	
We collect ethnicity/racial demographic data for US-based employees to meet the reporting requirements set out by the US Equal Employment Opportunities 
Commission.
Employee turnover and new hires
Current reporting year (2024)
Comparison reporting year (2023)
Female
Male
Not disclosed
Female
Male
Not disclosed
Turnover by gender
251
 (31%)
557  (69%)
5
 (1%)
260
(28%)
648
(71%)
7
(1%)
New hires by gender
302  (34%)
583  (65%)
8
 (1%)
320
(33%)
656
(66%)
8
(1%)
Current reporting year (2024)
Comparison reporting year (2023)
<30
30-50
50+
Not disclosed
<30
30-50
50+
Not disclosed
Turnover by age group
279 
(34%)
355 
(44%)
169 
(21%)
10 
(1%)
275
(30%)
455
(50%)
170
(18%)
15
(2%)
New hires by age 
group
454 
(51%)
337 
(38%)
84 
(9%)
18
 (2%)
468
(48%)
395
(40%)
107
(11%)
14
(1%)
Current reporting year (2024)
Comparison reporting year (2023)
APAC
EMEA
Americas
APAC
EMEA
Americas
Turnover by region
190  (23%)
389  (48%)
234  (29%)
219
(24%)
421
(46%)
275
(30%)
New hires by region
244  (27%)
454  (51%)
195  (22%)
259
(26%)
492
(50%)
233
(24%)
 
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
32
33
Strategic report

Sustainability continued
Share of employment contracts 
Employee contract by gender
Current reporting year (2024)
Comparison reporting year (2023)
Female
Male
Not disclosed
Female
Male
Not disclosed
Permanent
1,358 (26%)
3,921 (74%)
9
 (0%)
1,304 (25%)
3,874 (74%)
9
(1%)
Temporary
38
 (42%)
52
 (58%)
42
(39%)
67
(61%)
	
 
Employment type by gender
Current reporting year (2024)
Comparison reporting year (2023)
Female
Male
Not disclosed
Female
Male
Not disclosed
Full-time
1,355 (25%)
3,950 (74%)
9
 (0%)
1,299 (22%)
3,909 (74%)
9
(1%)
Part-time
41
 (64%)
23
 (36%)
47
(59%)
32
(41%)
Employee contract by region
Current reporting year (2024)
Comparison reporting year (2023)
APAC
EMEA
Americas
APAC
EMEA
Americas
Permanent
1,184  (22%)
2,583 (49%)
1,521 (29%)
1,131
(22%)
2,505 (48%)
1,551 (30%)
Temporary
26
 (29%)
55
 (61%)
9
 (10%)
31
(28%)
64
(59%)
14
(13%)
> Employee data includes permanent, temporary, and fixed-term contract (‘FTC’) employees of the Group and its subsidiaries. It excludes contingent workers that may 
need to access a TP ICAP location or system for a specific purpose on a short-term basis. 
> The data represents headcount and not full-time equivalent (‘FTE’). 
Community impact
We are committed to making a meaningful impact in the 
communities where we live and work. Through our economic 
contributions – such as creating jobs, generating revenue, and 
supporting efficient capital markets – we help drive prosperity and 
stability. Beyond this, our social initiatives, including ICAP Charity 
Day and employee volunteering programmes, allow us to give back 
and make a difference in the lives of those in need. Together, these 
efforts reflect our dedication to fostering both economic and  
social wellbeing. 
Investing in communities 
Through ICAP Charity Day (see pages 36 and 37), employee 
volunteer initiatives, and Group-wide social mobility partnerships, 
we work to make a positive social impact.
TP For Good 
Our newest global initiative, TP For Good, embodies Tullett 
Prebon’s commitment to supporting the community. TP For Good 
connects our staff with meaningful volunteering, charity initiatives, 
and grassroots causes. Colleagues participated in various initiatives 
across the globe, supporting their local communities and raising 
money for a range of charities. Activities included providing meals 
at a school in the Philippines, running the Bloomberg Square Mile in 
the US, and preparing meals for families of children in hospital in 
Sydney. In the UK, colleagues and clients took part in Energy Aid’s 
charity football tournament, an organisation that has raised £15m 
since 2005. 
 
Economic impact 
We operate in 28 countries with more than 60 offices. The  
Group generated £2.3bn revenue in 2024 and paid £578m to tax 
authorities (2023: £646m). This included corporation tax, premises 
taxes, employer’s social security payments, income taxes, 
withholding tax, social security paid on behalf of employees in  
the UK and the US (the main jurisdictions in which we operate),  
and VAT/sales taxes borne and collected. The Group also makes  
tax payments to the authorities in other tax jurisdictions in  
which it operates. 
As our employees are our main resource, we paid £1.4bn in annual 
compensation and benefits. General and administrative expenses 
paid to our supply chain amounted to £498m. Together, the direct 
and indirect economic impact generated by the Group is 
significant. We also play a critical role in helping the global capital 
markets function well. This enables our clients to serve their clients 
effectively, whether that is to help start or build a business, buy a 
property, or invest in a pension. 
Championing social mobility with National Numeracy 
Numeracy is one of life’s crucial building blocks and an important 
driver of social mobility. Since 2018, we have had a significant 
partnership with the UK charity National Numeracy. Our funding 
has supported the development of a range of tools and resources to 
help people develop their numeracy skills. 
This year, we continued our volunteer programme with National 
Numeracy to recruit and train numeracy champions to deliver 
number-focused assemblies and classroom sessions in primary 
schools. The sessions aim to inspire young people and demonstrate 
how maths and numbers are used in the real world. In total, the 
sessions delivered by our employee volunteers have reached more 
than 900 young people. Additionally, we are a founding member of 
the National Numeracy Leadership Council, working with 
businesses and organisations across the UK to address numeracy. 
We also supported the seventh annual National Numeracy Day  
and the fifth annual Number Confidence Week, of which we are  
a founding partner.
Inspiring the next generation
In collaboration with Réussir Ensemble, TP ICAP’s Paris 
office hosted an inspiring event for nearly 100 local 
students. Colleagues from across Continental Europe 
shared their educational and personal career stories, 
showcasing the diverse opportunities within the Company. 
The event aimed to broaden students’ understanding of 
roles in finance and included a first-hand experience of the 
broking floor. This initiative marks the latest in a series of 
partnerships to provide work experience opportunities for 
enthusiastic students.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
34
35
Strategic report

Sustainability continued
ICAP Charity 
Day 2024
On Wednesday 11 December,  
ICAP held its 32nd annual global 
Charity Day.
Since 1993, ICAP Charity Day has 
raised funds for charities around 
the world, with 100% of one day’s 
revenue being donated to various 
causes. As always, stars from film, 
TV, music, and sport joined our 
brokers to close deals with clients.
100+
charities supported globally
Gaby Roslin 
supporting Alzheimer’s Research UK
Jerry Hall
supporting The King’s Trust, UK
Julie Gayet
supporting REBOND, Paris
Martin Freeman
supporting Royal British Legion, UK
Rays of Sunshine, UK
Shanola Hampton
supporting The Art of Elysium
ICAP, Hong Kong
Jason Isaacs
supporting The Felix Project
Many Hopes, New York & London
Anne Hathaway 
supporting The Arthur Miller 
Foundation
Jack Whitehall 
supporting Many Hopes, UK
Royal British Legion, UK
Lions Home For The Elders, 
Singapore
ICAP, Singapore
£5.2m 
raised by ICAP Charity Day 2024
£173m
Raised
3,000+
Causes supported
7.7m+
People positively impacted
Since 1993
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
36
37
Strategic report

Sustainability continued
ESG reporting and performance management
Effective measurement, and reporting, of our ESG performance enables  
us to identify, assess, and actively manage our economic,  
environmental, and social impacts.
Good governance
Strong governance is essential to our long-term success.  
We are dedicated to maintaining robust structures and processes  
that promote accountability, drive informed decision-making,  
and support sustainable growth.
Business ethics 
We are committed to conducting business responsibly, guided by our  
Code of Conduct and a strong compliance culture. By embedding ethical 
principles into our decision-making, we safeguard our reputation and 
reinforce our role as a trusted market leader.
Our key priority areas
Our progress
	> Awarded ‘AA’ rating from MSCI, recognising our strength in reporting 
and managing ESG issues. 
	> Transitioned our environmental reporting to Watershed, supporting 
our commitment to ESG reporting and transparent disclosure. 
	> Expanded mandatory training programme, and increased average 
training hours per employee by 19%. 
Responsible
governance
We are committed to upholding  
the highest standards of governance 
We recognise that robust governance 
practices are fundamental to the trust  
of our stakeholders. 
Strong governance is key for effective management of ESG 
performance and the creation of value beyond our operations. Our 
commitment to responsible governance helps us navigate challenges 
with transparency and ensures we uphold the highest standards of 
ethical conduct.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
38
39
Strategic report

Sustainability continued
Good governance
Board-level oversight and engagement 
Tracy Clarke, the Non-executive Director responsible for ESG 
engagement, works closely with the Group’s management team to 
ensure the Board has oversight of our business strategy from an ESG 
perspective. For more details, see the Governance report from page 
74 onwards. Our governance arrangements under the TCFD 
framework are set out on pages 64 and 65. 
Senior management 
Each of our three Executive Directors – the Group CEO, Group 
General Counsel, and Group CFO – had ESG-related objectives as 
part of their 2024 Strategic Objectives, as agreed by the 
Remuneration Committee. These were assessed as part of annual 
performance reviews. See the scorecard in the remuneration section 
on pages 131 to 133 for details. The Group General Counsel leads 
the delivery of the Group’s overall ESG programme and updating 
the Board on ESG matters. The Group CFO is responsible for 
delivering the Group’s climate change reporting, supported on a 
day-to-day basis by the Group Director for Corporate Affairs.
Managing business continuity and technology risks 
Our Operational Resiliency framework and Business Continuity 
Management is focused on our ability to prevent, respond, recover 
and learn from disruption. Our goal is to ensure the safety of our 
staff and systems, minimise business disruption, and manage crises 
effectively. Our crisis management teams are organised on a global 
and regional level. All events are escalated in accordance with the 
Group’s Event Rating and Escalation Scale, as stated in the Group’s 
Enterprise Risk Management Framework (‘ERMF’). Global and 
Regional Change Advisory Boards oversee technology updates.  
IT incidents are tracked and managed based on the severity of the 
incident against an application and IT Services tiering scale.  
This year we experienced no IT, Business Continuity, data, or 
cybersecurity breaches that caused significant market disruption  
or had a material adverse effect on our business.
Business ethics 
We are dedicated to upholding the highest standards of integrity 
among all colleagues. Our Code of Conduct, updated in 2024, 
outlines these standards. It is supported by various policies and 
resources, including the TP ICAP Employee Handbook, Regional 
Compliance Manuals, Malus and Clawback Policy, Whistleblowing 
Policy, and our Supplier Code of Conduct.
Our Whistleblowing Policy helps to ensure that concerns are 
addressed fairly and effectively. Employees are encouraged and 
expected to report legitimate concerns about wrongdoing. The 
policy details the process for raising concerns, how investigations 
are conducted, and provides assurances of confidentiality. Our 
independently managed whistleblowing hotline is available 24/7 
to colleagues, suppliers, and other third parties. The Audit 
Committee oversees the operation and effectiveness of the Group’s 
whistleblowing system and controls. For more details, see the Audit 
Committee report on pages 102 to 107. 
All colleagues participate in mandatory training programmes to 
enhance professional integrity and prevent breaches. Training 
modules include Preventing Market Abuse, Anti-Bribery & 
Corruption, Anti-Money Laundering, Sanctions, and Cybersecurity. 
This year, we launched new mandatory training modules on US 
regulatory requirements, and new trade execution rules established 
by the Commodity Futures Trading Commission (‘CFTC’). Training is 
tailored to reflect both role and region. In 2024, the average 
number of training hours per employee was 7.4, up from 6.2 in 2023. 
Colleagues must attest that they have read and understood their 
region’s Compliance Manual and the Code of Conduct. Completion 
is tracked and contributes to annual performance reviews. 
To maintain a strong conduct culture, our leaders regularly 
communicate the importance of good behaviour. Our Triple-A 
values emphasise Accountability, focusing on building trust by 
being accountable to ourselves, our colleagues, our clients, and 
broader stakeholders.  
We hold our suppliers to high standards of business conduct, as 
outlined in our Supplier Code of Conduct. This code covers 
workforce and human rights, health and safety, diversity, and 
environmental sustainability.
More online
Read our Supplier Code of Conduct on our website: 
https://tpicap.com/tpicap/responsibility/our-commitments/
procurement-and-modern-slavery 
Human rights and modern slavery
We support the UN Guiding Principles on Business and Human 
Rights. We are committed to taking steps to combat the risk of any 
form of modern slavery occurring in our business or supply chain.
More online 
Read our modern slavery commitments on our website: https://
tpicap.com/tpicap/responsibility/our-commitments/
Promoting transparent and efficient capital markets 
We operate at the heart of the world’s financial, energy and 
commodity markets, connecting clients to liquidity and data 
solutions. This enables wholesale markets to function effectively 
and efficiently, especially during times of market stress. In 2024, 
there were no recorded halts due to public information releases  
or volatility.
Tax and other social payments 
Our Group’s Tax strategy, available on our website, sets out our 
commitment to complying with tax laws responsibly and 
maintaining open, constructive relationships with tax authorities 
globally. The Group’s tax risk appetite is low. 
More online
Read our Group Tax strategy published on our website: 
https://tpicap.com/tpicap/responsibility/our-commitments/
group-tax-strategy
Political contributions 
Nil. It is Company policy not to make cash contributions to any 
political party. However, within the normal activities of the Group, 
there may be instances where activities fall under the broader 
definition of ‘political expenditure’. Therefore, we seek shareholder 
authority to make limited donations at each AGM. 
ESG reporting and performance management
We are committed to strong ESG reporting to support transparent 
disclosure and meeting our ESG-related regulatory obligations. 
This year, we appointed Watershed as our new carbon accounting 
provider. Watershed’s approach to providing granular, audit-ready 
data is another important step in our ESG reporting journey. 
The Group works to meet climate-related reporting requirements in 
line with the Task Force on Climate-related Financial Disclosures 
(‘TCFD’). Our 2024 TCFD statement is included within this report on 
pages 64 to 73. 
ESG ratings 
We believe that ESG ratings are an important indicator of our 
commitment to transparency and sustainability. Through active 
engagement with ESG ratings agencies, we continue to improve 
upon our ESG rating performance, consistently enhancing our 
ratings over the past year. This year, TP ICAP was included in The 
Financial Times’ Europe Climate Leaders list in recognition of our 
operations emissions reductions and strong approach to climate 
governance. 
ESG risk management
We manage our ESG risks through our ERMF, as set out on  
pages 59 and 60.
The Group was awarded an ‘AA’ rating by MSCI, one of the 
world’s leading ESG ratings agencies, up from ‘A’ in 2023. 
Our new AA status places us in MSCI’s ‘Leader’ category 
for our industry group, recognising the strength of our 
approach to managing and reporting on ESG issues.
 
We completed the CDP Climate Change Questionnaire  
to secure external benchmarking. In early 2025,  
CDP awarded TP ICAP ‘C’, showing awareness-level 
engagement on climate-related topics. 
Our corporate values
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
40
41
Strategic report

Financial and operating review
All percentage movements quoted in the analysis of  
financial results that follow are in reported currency,  
unless otherwise stated. 
Introduction
The Group had a record 2024, achieving a 3% increase in full year 
revenue to £2,253m (+5% in constant currency). This strong 
performance was driven across all divisions trading well and 
complemented by tight cost control.
 
Liquidnet reported a record 12% increase in revenue (+15% in 
constant currency), capitalising on improved equity markets and 
delivering significant market share gains. Equities, the largest part 
of the division, increased revenue by 15%. This strong revenue 
performance combined with a 14% reduction in management and 
support costs (excluding depreciation and amortisation), have 
significantly enhanced the operational leverage of Liquidnet, 
resulting in a record adjusted EBIT1 of £53m and 15.0% margin, 
compared to £10m and 3.2% in 2023.
Parameta Solutions reported a 5% revenue growth (+8% in 
constant currency), as it continues to expand its product  
offerings and broaden its client base, through the strength  
of its distribution network. 
Global Broking, which contributed 57% of the Group’s revenue in 
2024, delivered revenue growth of 1% (+4% in constant currency), 
with a stronger revenue performance in the second half of the year, 
as the division benefited from greater market volatility. Energy & 
Commodities delivered 1% revenue growth (+2% in constant 
currency), consolidating on the strong prior year that saw double 
digit growth across Oil, Power and Gas, compared with 2022. 
Our focus on continued cost discipline, enhanced broker 
productivity (average revenue per broker +9% in constant currency) 
and Liquidnet’s turnaround, led to an increase in the Group’s 
adjusted EBIT to £324m and an improved margin of 14.4% (20232: 
£299m and 13.6%).
The Group incurred significant items of £91m pre-tax (2023: £180m), 
of which around 60% were non-cash (2023: 85%). Consequently, the 
Group’s reported EBIT grew 89% to £236m (20232: £125m).
We are managing our capital dynamically. The Group reduced 
gross debt by c.£80m in the year resulting in an improved leverage 
ratio3 of 1.6x, compared with 1.9x in 2023. We delivered strong cash 
generation, with a cash conversion ratio4 of 144% (2023: 124%). A 
three-year programme launched in 2024 to release at least £50m  
of surplus cash through legal entity consolidations, and a further 
£50m in annualised cost savings through operational efficiencies,  
is progressing well. In 2024, we started to realise benefits from these 
initiatives to moderate inflationary pressures. In the past 12 months, 
the unrestricted cash5 has increased by c.£70m, which is after the 
majority of two £30m buybacks, an increase in the total dividend 
and operational efficiencies programme investment. We have 
announced a further share buyback programme of £30m, our  
fourth in 18 months, demonstrating our commitment to return 
surplus capital to shareholders. Finally, in line with our dividend 
policy, the Board is proposing a final dividend of 11.3 pence  
per share representing a full year 2024 dividend of 16.1 pence  
per share, up 9%. 
Robin Stewart
Executive Director and Chief Financial Officer
11 March 2025
1	
For more detail on Alternative Performance Measures, refer to the Appendix 
on page 216.
2	
2023 adjusted EBIT restated to £299m from £300m to reflect reclassification of  
FX gains on non-GBP borrowing and related derivatives to net finance expense. 
Reported EBIT restated to £125m from £128m
3	
Total debt (excluding finance lease liabilities) divided by 12 months adjusted 
EBITDA as defined by our Rating Agency.
4	
Defined as: Free cash flow divided by adjusted earnings attributable to the equity 
holders of the parent. For more detail on Alternative Performance Measures, 
refer to the Appendix on page 216. 
5	
Unrestricted cash includes cash required for working capital purposes, and cash 
in excess of that required for regulated capital and liquidity requirements, show 
capital/settlement cash and collateral.
Revenue
£2,253m
Cash conversion4
144%
Fourth buyback
£30m
Financial and 
operating review
“The Group delivered a strong 
performance in 2024, with record 
revenues and profits alongside 
disciplined cost management, strong 
cash generation, and a fourth £30m 
buyback announced.”
TP ICAP GROUP PLC Annual Report and Accounts 2024
43
Strategic report
TP ICAP GROUP PLC Annual Report and Accounts 2024
42

Financial and operating review continued
Key financial and performance metrics
2024
£m
2023
reported
currency
restated3 
£m
2023  
constant 
currency
restated3 
£m
Reported currency
change
Constant currency 
change
Revenue
2,253
2,191
2,142
3%
5%
Reported
 
 
 
– EBIT
236
125
123
89%
92%
– EBIT margin
10.5%
5.7%
5.7%
+4.8%pts
+4.8%pts
Adjusted1 
 
 
 
 
 
– Contribution
867
848
829
2%
5%
– Contribution margin
38.5%
38.7%
38.7%
(0.2)%pts
(0.2)%pts
– EBITDA
398
372
359
7%
11%
– EBIT
324
299
289
8%
12%
– EBIT margin
14.4%
13.6%
13.5%
+0.8%pts
+0.9%pts
Average
 
 
 
– Broker headcount
2,542
2,556
2,556
(1%)
(1%)
– Revenue per broker2 (£’000)
732
716
669
2%
9%
– Contribution per broker2 (£’000)
265
268
250
(1%)
6%
Period end
 
 
 
– Broker headcount
2,572
2,523
2,523
2%
2%
– Total headcount
5,270
5,179
5,179
2%
2%
1	
‘Adjusted’ is one of the alternative performance measures (‘APM’) which is useful to enhance the understanding of business performance. Refer to the Income statement 
section below for details.
2	
Revenue per broker and contribution per broker are calculated as external revenue and contribution of Global Broking, Energy & Commodities and Liquidnet (excluding the 
acquired Liquidnet platform) divided by the average broker headcount for the year. 
3	
2023 reported EBIT restated to £125m from £128m to reflect reclassification of FX gains on non-GBP borrowing and related derivatives to net finance expense (adjusted 
EBIT restated to £299m from £300m).
Income statement 
While not a substitute for reported IFRS, management believe adjusted figures provide relevant information to better understand the 
underlying business performance. These adjusted measures, and other alternative performance measures (‘APMs’), are also used by 
management for planning purposes and to measure the Group’s performance.
2024
Adjusted
£m
Significant
items
£m
Reported
£m
Revenue
2,253
–
2,253
Employment, compensation and benefits
(1,396)
(8)
(1,404)
General and administrative expenses
(467)
(35)
(502)
Depreciation and impairment of PPE and ROUA
(42)
(6)
(48)
Amortisation and impairment of intangible assets
(32)
(42)
(74)
Operating expenses
(1,937)
(91)
(2,028)
Other operating income
10 
– 
10 
– FX
(5)
– 
(5)
– Other items 
3
3 
6 
Other gains/(losses) 
(2)
3
1
EBIT
324 
(88)
236 
Net finance expense
(21)
(1)
(22)
Profit before tax
303 
(89)
214 
Tax
(80)
17 
(63)
Share of net profit of associates and joint ventures
21 
(2)
19 
Non-controlling interests
(3)
– 
(3)
Earnings
241 
(74)
167 
Basic average number of shares (millions)
756.9
 –
756.9
Basic EPS (pence per share)
31.8
 –
22.1
Diluted average number of shares (millions)
785.7
 –
785.7
Diluted EPS (pence per share)
30.7
–
21.3
2023 restated
Adjusted
restated
£m
Significant
items1
£m
Reported
restated2
£m
Revenue
2,191 
– 
2,191 
Employment, compensation and benefits
(1,354)
(6)
(1,360)
General and administrative expenses
(469)
(38)
(507)
Depreciation and impairment of PPE and ROUA
(45)
(11)
(56)
Amortisation and impairment of intangible assets
(28)
(130)
(158)
Operating expenses
(1,896)
(185)
(2,081)
Other operating income
14 
8 
22 
– FX
(11)
3
(8)
– Other items 
1 
– 
1 
Other gains/(losses) 
(10)
3 
(7)
EBIT
299 
(174)
125 
Net finance expense
(28)
(1)
(29)
Profit before tax
271 
(175)
96 
Tax
(67)
27 
(40)
Share of net profit of associates and joint ventures
25 
(5)
20 
Non-controlling interests
(2)
– 
(2)
Earnings
227 
(153)
74 
Basic average number of shares (millions)
777.7
 –
777.7
Basic EPS (pence per share)
29.2
 –
9.5
Diluted average number of shares (millions)
794.2
 –
794.2
Diluted EPS (pence per share)
28.6
–
9.3
1	
Significant items are categorised, as per details in the Significant items section.
2	
Prior year numbers have been restated to reflect net £4m FX loss in reported currency, from General and administrative expenses to net finance expense on retranslation of 
non-GBP cash and operating assets and liabilities (£3m gains Reported, £1m gains Adjusted and £2m gains in Significant items) and to Other gains/(losses) on fair value 
gains/(losses) of assets and liabilities (£7m losses Reported, £10m losses Adjusted and £3m gains in significant items). Reported EBIT decreased by £3m (£1m losses in 
Adjusted and £2m losses in Significant items). 
All percentage movements quoted in the analysis of financial results that follow are in constant currency, unless otherwise stated. 
Constant currency refers to prior year comparatives being retranslated at current year foreign exchange rates to support 
comparison on an underlying basis.
Revenue by division 
Total Group revenue in 2024 reached £2,253m, a 5% increase over the prior year (+3% in reported currency). Global Broking revenue rose 
by 4% (+1% rise in reported currency), after a slow first quarter, as the division regained momentum following persistent geopolitical 
uncertainties, leading to an increase in trading volumes across all regions, particularly benefiting the Rates, FX and Money Markets 
businesses. Energy & Commodities revenue increased by 2%, driven by continued demand for energy sources in Oil, Power and Gas. 
Liquidnet’s revenue grew significantly by 15% as it benefited from the recovery in equity markets, increased volatility from global elections 
and growth in market share. Parameta Solutions revenue increased by 8%, benefiting from increased demand for over-the-counter data, 
the expansion of its product offerings, diversification of its client base and higher client retention rates. 
By business division
2024
£m
2023 (reported 
currency)
£m
2023 (constant 
currency)
£m
 Reported 
currency
change
Constant 
currency 
change
 Rates
574 
566 
551 
1%
4%
 FX & Money Markets
318 
312 
306 
2%
4%
 Equities
241 
237 
233 
2%
3%
 Credit
117 
121 
118 
(3)%
(1)%
 Inter-division revenue¹
24 
22 
22 
9%
9%
Global Broking
1,274 
1,258 
1,230 
1%
4%
 Energy & Commodities
458 
455 
447 
1%
2%
 Inter-division revenue¹
3 
3 
3 
0%
0%
Energy & Commodities
461 
458 
450 
1%
2%
Liquidnet
354 
315 
308 
12%
15%
 Data & Analytics
191 
185 
179 
3%
7%
 Inter-division revenue¹
7 
4 
4 
75%
75%
Parameta Solutions
198 
189 
183 
5%
8%
Inter-division eliminations¹
(34)
(29)
(29)
17%
17%
Total revenue
2,253 
2,191 
2,142 
3%
5%
1	
Inter-division revenue has been recognised in Global Broking, Energy & Commodities and Parameta Solutions to reflect the value of proprietary data provided to Parameta 
Solutions and services it supplies to the other divisions. The inter-division revenue and inter-division costs are eliminated upon the consolidation of the Group’s financial results. 
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
44
45
Strategic report

Financial and operating review continued
Operating expenses 
The table below sets out operating expenses, divided principally between front office costs and management and support costs. Front 
office costs tend to have a large variable component directly linked to the output of our brokers. The largest element of this is broker 
compensation and other front office costs, which include travel and entertainment, telecommunications and information services, clearing 
and settlement fees as well as other direct costs. The remaining cost base represents the management and support costs of the Group.
2024
£m
2023
(reported  
currency)
restated2 
£m
2023
(constant
currency)
restated2
£m
Reported 
currency
change
Constant
currency
change
Front office costs
– Global Broking
781 
762 
745 
2%
5%
– Energy & Commodities
319 
304 
298 
5%
7%
– Liquidnet
218 
207 
202 
5%
8%
– Parameta Solutions
72 
71 
69 
1%
4%
Total front office costs1
1,390 
1,344 
1,314 
3%
6%
Management and support costs
 
– Employment costs
333 
319 
314 
4%
6%
– Technology and related costs
90 
93 
92 
(3)%
(2)%
– Premises and related costs
27 
29 
29 
(7)%
(7)%
– Depreciation and amortisation
74 
73 
70 
1%
5%
– Other administrative costs
23 
38 
38 
(40)%
(40)%
Total management and support costs
547 
552 
543 
(1)%
1%
Significant items
91 
185 
183 
(51)%
(50)%
Total operating expenses
2,028 
2,081 
2,040 
(3)%
(1)%
1	
Includes all front office costs, including broker compensation, sales commission, travel and entertainment, telecommunications, information services, clearing and 
settlement fees as well as other direct costs.
2	
Prior year numbers have been restated to reflect net £4m FX loss in reported currency, from Other administrative costs to net finance expense on retranslation of non-GBP 
cash and operating assets and liabilities (£3m gains Reported, £1m gains Adjusted and £2m gains in Significant items) and to Other gains/(losses) on fair value gains/(losses) 
of assets and liabilities (£7m losses Reported, £10m losses Adjusted and £3m gains in significant items). 
Total front office costs increased by 6% to £1,390m (+3% on a 
reported currency) compared with 2023, in line with the increase  
in revenue. Total management and support costs of £547m were 
flat despite inflationary pressures, reflecting our commitment to 
cost control. 
Total operating expenses decreased by 1% to £2,028m (-3% in 
reported currency) driven by the reduction in significant items costs, 
which was offset by the increase in front office costs.
The Group continues to focus on cost management to drive 
sustained value creation through operational efficiency. The 
change initiatives announced in August 2024 and focusing on 
technology and data, target operating model, procurement and 
vendor management, and real estate optimisation will deliver 
annual run-rate cost savings of £50m by 2027. These savings will 
help us moderate the impact of inflationary pressure over the 
period. We are on track to deliver the efficiency initiatives, 
targeting actions that will achieve more than half of the annualised 
cost savings by 2026. 
FX gains/(losses) are reported separately from the total operating 
expenses, to better reflect the underlying nature of these costs. 
Refer to the income statement section for details.
Capital and liquidity management 
Capital management 
The Group is committed to releasing cash for further capital returns, 
debt reduction, and ongoing business investment, including 
targeted M&A, where appropriate.
We launched a third £30m buyback programme in August, which 
was completed in January 2025. We are announcing another £30m 
buyback programme, bringing the total share buybacks to £120m 
since the first announcement of the programme in August 2023. 
Our focus on strategic financial management has led to a £70m 
increase in unrestricted cash in 2024, which is after the majority of 
two £30m share buybacks, an increase in the final dividend and 
investment into the operational efficiencies programme. The Group 
debt and other financing obligations also reduced by c.£100m over 
the past 18 months. This helped lower our net finance costs and 
improved our investment grade headroom.
The gross debt to EBITDA leverage ratio is now 1.6x, lower than the 
1.9x reported in our full year 2023 results. 
Liquidity management
The Group successfully extended the £350m syndicated Revolving 
Credit Facility (‘RCF’) to May 2027. Additionally, in March 2024, the 
Yen RCF, with a Japanese strategic partner, increased from ¥10bn 
to ¥20bn and extended to August 2026, enhancing our liquidity 
management and financial flexibility.
Significant items 
Significant items distort comparisons due to their size, nature or 
frequency and are therefore excluded from adjusted performance 
measures in order to provide better understanding, comparability 
and predictability of the underlying trends of the business, to arrive 
at adjusted operating and profit measures.
Significant items are categorised as below:
Restructuring and related costs 
Restructuring and related costs arise from initiatives to reduce the 
ongoing cost base and improve efficiency to enable the delivery of 
our strategic priorities. These initiatives are significant in size and 
nature to warrant exclusion from adjusted measures. Costs for other 
smaller scale restructuring are retained within both reported and 
adjusted results.
Disposals, acquisitions and investments in new businesses
Costs and any income related to disposals, acquisitions and 
investments in new business are transaction dependent and can 
vary significantly year-on-year, depending on the size and 
complexity of each transaction. Amortisation of purchased and 
developed software is contained in both the reported and adjusted 
results as these are considered to be core to supporting the 
operations of the business.
Impairment
The Group conducts its goodwill, intangible asset and investments 
in associates and joint ventures impairment test annually in 
September, or more frequently if indicators of impairment exist. 
Impairment assessments are performed by comparing the carrying 
amount of assets or cash generating units (‘CGUs’), with its 
recoverable amount. Judgement is involved in estimating the future 
cash flows and the rates used to discount these cash flows.
Legal and regulatory matters 
Costs, and recoveries, related to certain legal and regulatory cases 
are treated as significant items due to their size and nature. 
Management considers these cases separately due to the 
judgements and estimation involved, the costs and recoveries of 
which could vary significantly year-on-year.
The table below shows the significant items in 2024 versus 2023, of 
which around 60% of the total 2024 costs are non-cash (2023: 85%). 
2024 
£m
2023 
£m
Restructuring and related costs
– Property rationalisation¹ 
4 
15 
– Liquidnet integration
– 
9 
– Group cost saving programme2
10 
2 
Subtotal
14 
26 
 
 
Disposals, acquisitions and investment in new business
 
 
– Amortisation of intangible assets arising on consolidation
42 
44 
– Liquidnet acquisition related
– 
10 
– Strategic project costs3
20 
– 
– Deferred consideration
– 
(3)
Subtotal
62 
51 
 
 
Legal and regulatory matters – subtotal4
8
11 
 
 
Impairment of goodwill and intangible assets
 
 
– Liquidnet impairment of goodwill
– 
47 
– Liquidnet impairment of customer relationship 
– 
39 
Subtotal
– 
86 
 
 
Other Significant Item
 
 
– Auditor transition fees5
4 
– 
Subtotal
4 
– 
 
 
Total pre-financing cost
88 
174 
– Interest on VLN’s & amortisation of discount on deferred consideration and GIP provision
1 
1 
Total post-financing cost
89 
175 
– Associate impairment
2
5 
Total post-financing cost and impairment
91
180
– Tax relief
(17) 
(27)
Reported earnings 
74 
153
1	
Includes costs to rationalise our US property footprint.
2	
Includes costs on the operational efficiencies programme launched in 2024. 
3	
Project costs in relation to assessment of Parameta Solutions strategic options. 
4	
Includes costs related to significant legal proceedings and regulatory matters.
5	
Reflects external auditor transition related costs.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
46
47
Strategic report

Financial and operating review continued
Net finance expense 
The adjusted net finance expense of £21m (reported £22m) is £7m 
lower compared with 2023 due to an increase in interest income, 
leveraging a favourable interest rate environment.
Tax 
The effective rate of tax on adjusted earnings is 26.4% (2023: 
24.7%). This is lower than our guidance due to one-off credits on 
finalisation of the tax position for earlier years. The effective rate of 
tax on reported earnings is 29.4% (2023: 41.7%). 
Basic EPS 
The average number of shares used for the 2024 basic EPS 
calculation is 756.9m (2023: 777.7). This is based on:
	> 788.7m shares in issue as at 31 December 2023; 
	> Plus 5.0m of time-apportioned issuance of new shares;
	> Less 9.6m held by the Group’s Employee Benefit Trust (‘EBT’) 
comprised of 9.5m shares at 31 December 2023, and the 
time-apportioned movements of 0.1m during 2024; 
	> Less 27.2m of treasury shares acquired through the share buyback 
programme comprised of 16.6m at 31 December 2023, and the 
time-apportioned movements of 10.6m during 2024.
The Group’s EBT has waived its rights to dividends.
The reported basic EPS for 2024 was 22.1 pence (2023: 9.5 pence) 
and adjusted basic EPS for 2024 was 31.8 pence (2023: 29.2 pence).
Dividend 
The Board is recommending a final dividend for 2024 of 11.3 pence. 
Together with the interim dividend of 4.8 pence, this results in a 
total dividend for the year of 16.1 pence, an increase of 9% from the 
previous year. This recommendation aligns with the Group’s 
dividend policy, which targets a dividend cover of approximately 
2x on adjusted post-tax earnings. The final dividend will be paid on 
23 May 2025 to shareholders on the register at close of business on 
11 April 2025. The ex-dividend date will be 10 April 2025.
The Company offers a Dividend Reinvestment Plan (‘DRIP’), where 
dividends can be reinvested in further TP ICAP Group plc shares. 
The DRIP election cut-off date will be 1 May 2025.
Guidance for 2025
Our guidance for 2025 is as follows: 
	> The Group is comfortable with the current market expectations 
for adjusted EBIT, subject to FX movements, as we expect cost 
savings from the operational efficiency program to moderate the 
impact of inflation; 
	> Group net finance expense in the range of £30m to £35m, as we 
expect to refinance our bond that matures in 2026; 
	> Group effective tax rate on adjusted earnings to return to 
normalised level of c.28%;
	> Significant items are expected to be c.£115m before tax and 
excluding potential income and costs associated with legal and 
regulatory matters. This will be driven by the costs of delivering 
operational efficiencies and costs relating to the strategic 
options being pursued for Parameta Solutions; 
	> Dividend cover of c.2x adjusted post-tax earnings.
Parameta Solutions medium-term outlook
	> Should we proceed with the listing of Parameta Solutions, our 
intention would be to return most of the proceeds to our 
shareholders;
	> We do not anticipate any impact on the Group’s dividend policy, 
in the event Parameta Solutions is listed;
	> Revenue growth rates expected to rise low to mid teens1 by 2027;
	> Adjusted EBITDA2 margin expected to reduce temporarily to 
mid-30s in 2025-26, following incremental investment in the 
business, and then rise to around 40% by 2027.
Substantial medium-term cash generation
	> Over the medium-term, we expect to generate substantial cash 
organically, in addition to previously announced £50m through 
legal entity consolidation;
	> We will achieve this by focusing on productivity, contribution, 
and balance sheet optimisation; 
	> We expect to provide an update on surplus cash generation at 
the Interim Results in August.
Performance by primary operating segment (divisional basis)
The Group presents below the results of its business by primary operating segment with a focus on revenue and APMs used to measure and 
assess performance. 
2024 
GB1
£m
E&C1
£m
LN
£m
PS1
£m
Corp/Elim
£m
Total
£m
Revenue:
– External
1,250 
458 
354 
191 
– 
2,253 
– Inter-division¹
24 
3 
– 
7 
(34)
– 
1,274 
461 
354 
198 
(34)
2,253 
Total front office costs:
 
 
 
 
 
 
– External
(781)
(319)
(218)
(72)
– 
(1,390)
– Inter-division¹
(7)
– 
– 
(27)
34 
– 
(788)
(319)
(218)
(99)
34 
(1,390)
– Other gains/(losses)
4
– 
– 
– 
– 
4
Contribution
490 
142 
136 
99 
– 
867 
Contribution margin
38.5%
30.8%
38.4%
50.0%
n/a
38.5%
Net management and support costs:
 
 
 
 
 
 
– Management and support costs
(253)
(76)
(75)
(13)
(56)
(473)
– Other gains/(losses)
– 
– 
– 
– 
(6)
(6)
– Other operating income
2 
– 
– 
– 
8 
10 
Adjusted EBITDA
239 
66 
61 
86 
(54)
398 
Adjusted EBITDA margin
18.8%
14.3%
17.2%
43.4%
n/a 
17.7%
– Depreciation and amortisation
(34)
(10)
(8)
(3)
(19)
(74)
Adjusted EBIT
205 
56 
53 
83 
(73)
324 
 
 
 
 
 
 
Adjusted EBIT margin
16.1%
12.1%
15.0%
41.9%
n/a
14.4%
Average broker headcount
1,802 
602 
138 
– 
– 
2,542 
Average sales headcount
– 
– 
110 
– 
– 
110 
Revenue per broker (£’000)4 
707 
766 
1,137 
– 
– 
732 
Contribution per broker (£’000)4 
272 
236 
290 
– 
– 
265 
2023 (constant currency) 
GB1
£m
E&C1
£m
LN
£m
PS1
£m
Corp/
Elim
£m
Total
£m
Revenue:
– External
1,208 
447 
308 
179 
– 
2,142 
– Inter-division¹
22 
3 
– 
4 
(29)
– 
1,230 
450 
308 
183 
(29)
2,142 
Total front office costs:
 
 
 
 
 
 
– External2
(745)
(298)
(202)
(69)
– 
(1,314)
– Inter-division¹
(4)
– 
– 
(25)
29 
– 
(749)
(298)
(202)
(94)
29 
(1,314)
 – Other gains/(losses)2
1 
– 
– 
– 
– 
1 
Contribution
482 
152 
106 
89 
– 
829 
Contribution margin
39.2%
33.8%
34.4%
48.6%
n/a
38.7%
Net management and support costs:
 
 
 
 
 
 
– Management and support costs3
(254)
(74)
(85)
(11)
(50)
(473)
– Other gains/(losses)3
1
– 
– 
(1)
(10)
(11)
– Other operating income
3 
1 
– 
– 
10 
14 
Adjusted EBITDA
232 
79 
21 
77 
(50)
359 
Adjusted EBITDA margin
18.9%
17.6%
6.8%
42.1%
n/a
16.8%
– Depreciation and amortisation
(30)
(8)
(12)
(2)
(18)
(70)
Adjusted EBIT3
202 
71 
9 
75 
(68)
289 
 
 
 
 
 
 
Adjusted EBIT margin
16.4%
15.8%
2.9%
41.0%
n/a
13.5%
Average broker headcount
1,815 
599 
142 
–
–
2,556 
Average sales headcount
– 
– 
107 
–
–
107 
Revenue per broker (£’000)4 
678 
749 
1,009 
–
–
669 
Contribution per broker (£’000)4 
266 
252 
244 
–
–
250 
1	
In constant currency.
2	
In the event that we proceed with the listing of Parameta Solutions, adjusted 
EBITDA would exclude share-based payments and significant items, but would 
also include incremental costs of being a listed business. Accordingly, on a 
proforma basis, Parameta Solutions’ 2024 margin would be around 2 percentage 
points lower than that reported for 2024.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
48
49
Strategic report

Financial and operating review continued
Performance by primary operating segment (divisional basis) continued 
2023 (reported currency, restated)
GB1
£m
E&C1
£m
LN 
£m
PS1
£m
Corp/
Elim
£m
Total
£m
Revenue:
– External
1,236 
455 
315 
185 
– 
2,191 
– Inter-division1
22 
3 
– 
4 
(29)
– 
1,258 
458 
315 
189 
(29)
2,191 
Total front office costs:
 
 
 
 
 
 
– External2
(762)
(304)
(207)
(71)
– 
(1,344)
– Inter-division¹
(4)
– 
– 
(25)
29 
– 
(766)
(304)
(207)
(96)
29 
(1,344)
– Other gains/(losses)2
1 
– 
– 
– 
– 
1 
Contribution
493 
154 
108 
93 
– 
848 
Contribution margin
39.2%
33.6%
34.3%
49.2%
n/a
38.7%
Net management and support costs:
 
 
 
 
 
 
– Management and support costs3
(259)
(75)
(87)
(14)
(44)
(479)
– Other gains/(losses)3
– 
– 
– 
– 
(11)
(11)
– Other operating income
3 
1 
– 
– 
10 
14 
Adjusted EBITDA
237 
80 
21 
79 
(45)
372 
Adjusted EBITDA margin
18.8%
17.5%
6.7%
41.8%
n/a
17.0%
– Depreciation and amortisation
(31)
(9)
(11)
(2)
(20)
(73)
Adjusted EBIT3
206 
71 
10 
77 
(65)
299 
 
 
 
 
 
 
Adjusted EBIT margin
16.4%
15.5%
3.2%
40.7%
n/a
13.6%
Average broker headcount
1,815 
599 
142 
– 
– 
2,556 
Average sales headcount
– 
– 
107 
– 
– 
107 
Revenue per broker (£’000)4 
681 
759 
972 
– 
– 
716 
Contribution per broker (£’000)4 
272 
257 
262 
– 
– 
268 
GB = Global Broking; E&C = Energy & Commodities; LN = Liquidnet; PS = Parameta Solutions, Corp/Elim = Corporate Centre, eliminations 
and other unallocated costs.
1	
Inter-division charges have been made by Global Broking and Energy & Commodities to reflect the value of proprietary data provided to the Parameta Solutions division. 
The Global Broking inter-division revenue and Parameta Solutions inter-division costs are eliminated upon the consolidation of the Group’s financial results. 
2	
Prior year reported numbers have been restated to reflect £1m reclassification of fair value gains on trading derivatives from external costs to Other gains/(losses) in front 
office costs.
3	
Prior year numbers have been restated to reflect net £4m FX loss in reported currency, from Management and support costs to net finance expense on retranslation of non-
GBP cash and operating assets and liabilities (£3m gains Reported, £1m gains Adjusted and £2m gains in Significant items) and to Other gains/(losses) on fair value gains/
(losses) of assets and liabilities (£7m losses Reported, £10m losses Adjusted and £3m gains in significant items). Reported EBIT decreased by £3m (£1m losses in Adjusted and 
£2m losses in Significant items). 
4	
Revenue per broker and contribution per broker are calculated as external revenue and contribution of Global Broking, Energy & Commodities and Liquidnet (excluding the 
acquired Liquidnet platform) divided by the average brokers for the year. The Group revenue and contribution per broker excludes revenue and contribution from Parameta 
Solutions and Liquidnet Division. 
Liquidnet1
Liquidnet’s revenue increased significantly to £354m, and now 
represents 16% of total Group revenue. Revenue was 15% higher 
(+12% in reported currency), driven by strong momentum in the core 
equities franchise as well as favourable volatile market conditions 
in the Relative Value business. Institutional block market activity 
benefited from increased activity arising from falling inflation and 
the expectation of interest rate cuts. 
Equity market conditions improved significantly compared to the 
prior year as inflation subsided, global elections increased volatility 
levels and clients reallocated to equities. As a result, institutional 
activity increased compared to the prior year. The global 
commission wallet increased by 11% year-on-year while total 
revenue for Liquidnet Equities grew 18%, outperforming the market. 
Revenues in block trading further increased by 23% underpinned by 
significant block market share gains. In the US, ATS block market 
share increased by 4%, to 28% and in EMEA, the LIS market share 
increased by 4% to 40%, compared with 2023. Block market 
volumes also rose across all regions. In the US, block market volumes 
by the top five Agency Alternative Trading System (‘ATS’) venues 
were up 28% compared with 2023. In EMEA, the Large in Scale 
transactions (‘LIS’) volumes were up 28% in 2024. In Australia, the 
Block Market was up 23%. 
The Relative Value businesses continued to benefit from the interest 
rate and political environments, reporting strong 25% growth. 
Front office costs of £218m were 8% higher than prior period, 
aligning with the revenue growth. The contribution margin for 
Liquidnet improved to 38.4% from 34.4%.
Management and support costs, including depreciation and 
amortisation, net of other operating income, totalled £83m for the 
year, which was 14% lower than the prior year, driven by the 
outcome of targeted cost reduction initiatives and tight cost 
management over the last three years. 
This enhanced operational leverage resulted in the adjusted EBIT 
and margin increasing more than fivefold to £53m and 15.0%, 
(2023: £9m and 2.9% in constant currency, £10m and 3.2% in 
reported currency).
1	
The Liquidnet division comprises of the Liquidnet platform, COEX Partners, ICAP 
Relative Value and MidCap Partners businesses. 
Global Broking
Global Broking’s revenue of £1,274m, which represents 57% of total 
Group revenue, and increased by 4% in constant currency (+1% in 
reported currency). Market volatility picked up in the second half of 
the year, driven by geopolitical and economic factors, notably the 
US election, and high levels of government indebtedness, which 
supported trading activity in Rates, FX and Money Markets.
Rates revenue of £574m, representing 45% of Global Broking and 
25% of Group, saw continued growth in Asia and Europe, while the 
Americas maintained strong results against an exceptional prior 
period. FX & Money Markets revenue increased by 4% driven by 
strong growth in Asia and Europe. Credit revenue decreased by 1%. 
Equities revenue increased by 3% against the prior year, aligning to 
improved market conditions.
Front office costs, most of which are variable with revenue were 5% 
higher (+3% in reported currency). Consequently, the contribution 
margin dropped marginally to 38.5% from 39.2%. 
The division maintained its market-leading position. Revenue  
per broker increased by 4%, as we continue to focus on 
broker productivity. 
Management and support costs, including depreciation and 
amortisation and net of other operating income, increased by 2% 
to £285m, driven by increased investment in the deployment of our 
electronic platform, Fusion. 
Adjusted EBIT was £205m, with a margin of 16.1%, 0.3%pts lower 
than the prior period (2023: £202m and 16.4% in constant currency, 
£206m and 16.4% in reported currency), as the division continues to 
invest in transforming the business through technology.
Energy & Commodities 
Energy & Commodities revenue increased to £461m, accounting for 
20% of total Group revenue. A 2% rise over the prior period (+1% in 
reported currency) was driven by gains across its major asset 
classes, Oil, Power, and Gas fuelled by ongoing geopolitical 
uncertainty. Oil demand decreased, especially in China, while 
supply remained relatively high, keeping prices within a narrow 
range. Gas prices were stable in 2024, with demand driven by Asia. 
The Power sector was supported by a rebound in electricity 
demand. The Asia and Europe regions saw a significant increase 
(12% and 6% respectively) in revenues compared to the prior year, 
while the Americas faced challenging market opportunities in a 
highly competitive environment, resulting in a 7% decrease.
Front office costs increased by 7% to £319m, driven by continued 
competition for broker talent amid high levels of activity in the 
sector, leading to a decrease in the contribution margin to 30.8% 
from 33.8% in the prior year. 
Revenue per broker increased by 2% compared to the prior year.
Management and support costs, including depreciation and 
amortisation and net of other operating income, increased by 6% 
to £86m, driven by investment in the deployment of our electronic 
platform, Fusion. As a result, the adjusted EBIT fell by 20% to £56m, 
achieving a margin of 12.1% (2023: £71m and 15.8% in constant 
currency, £71m and 15.5% in reported currency).
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
50
51
Strategic report

Financial and operating review continued
Parameta Solutions
Parameta Solution’s revenue of £198m, constituting 9% of total 
Group revenue, increased by 8% compared with the prior year (+5% 
in reported currency). This growth was driven by both indicative 
pricing data and innovative offerings, benefiting from the 
substantial demand for financial markets data. Subscription-based 
recurring revenue as a percentage of total revenue was 97% (up 
from 96% in the prior year), with Annual Recurring Revenue (ARR) 
growing by 9% year-on-year. This demonstrates our ability to 
retain, upsell, and grow our revenue from the existing client base. 
Growth was particularly strong across EMEA, with increased 
revenue from both buyside and sellside clients. 
We continued to expand our indicative pricing data service with 20 
new product launches. This includes the first environmental 
offerings in Energy & Commodities, where we have introduced 
Guarantees of Origin and US Carbon Pricing. 
Contribution margin increased to 50.0%, up +1.4%pts (+0.8%pts in 
reported currency) primarily driven by increased revenues. 
Management and support costs, including depreciation and 
amortisation, net of other operating income increased by £2m to 
£16m. As part of establishing Parameta Solutions as an increasingly 
independent entity, the increase in costs are essential to enhance 
independent governance and drive the performance and efficiency 
of operations.
The adjusted EBITDA was £86m, with a margin of 43.4%, an 
increase of 1.3%pts from the prior year.
Adjusted EBIT was £83m, with a margin of 41.9%, 0.9%pts higher 
than the prior year (2023: £75m, and 41.0% in constant currency, 
£77m and 40.7% in reported currency).
We delivered strong cash generation with a free cash flow of 
£346m representing a 144% conversion of adjusted attributable 
earnings into cash (2023: 124%). This includes a temporary cash 
inflow of £46m from Matched Principal trade settlement balances, 
offset by temporary outflow of £38m from increase in stock lending 
balance. Other working capital inflow of £71m (2023: £108m) is 
driven by higher payables and other accruals resulting from 
increased trading activity. Tax payments are lower than the prior 
year, which included £32m of accelerated payments. 
Total other investing and financing activities includes a £50m 
payment of Liquidnet deferred consideration, £48m outflow from 
the share buyback programmes announced in March 2024 and 
August 2024, £113m outflow from increased dividends paid in 2024 
(2023: £99m), £76m outflow from repayment of the remaining 
£37m of 2024 Sterling Notes and £39m Liquidnet Vendor Loan 
Notes and £24m inflow arising mainly from maturity of UK Gilts, no 
longer required to support trade settlement following legal entity 
rationalisation.
Debt finance 
The composition of the Group’s outstanding debt is  
summarised below.
At 31 December
2024
£m
At 31 December
2023
£m
5.25% £247m Sterling Notes  
January 20241
–
37
5.25% £250m Sterling Notes  
May 20261
251
250
2.625% £250m Sterling Notes 
November 20281
249
249
7.875% £250m Sterling Notes  
April 20301
251
251
Subtotal
751
787
Revolving credit facility drawn – 
Totan
–
–
Revolving credit facility  
drawn – banks
–
–
3.2% Liquidnet Vendor Loan Notes
–
40
Overdrafts
2
10
Debt (used as part of net  
(funds)/debt)
753
837
Lease liabilities
221
251
Total debt
974
1,088
1	
Sterling Notes are reported at their par value net of discount and unamortised 
issue costs and including interest accrued at the reporting date.
The Group’s total debt, excluding lease liabilities, reduced to £753m 
from £837m as at 31 December 2024. This resulted mainly from the 
repayment of the remaining £37m of the 2024 Sterling Notes and 
the Liquidnet Vendor Loan Notes.
The Group’s £350m main bank revolving credit facility, maturing in 
May 2027, and the ¥20bn Totan facility, maturing in August 2026, 
were both undrawn as at the year end. 
Cash flow
The table below shows the changes in cash and debt for the years 
ending 31 December 2024 and 31 December 2023. 
£m
 2024
£m
 2023
Restated1
£m
EBIT reported
236
125
Depreciation, amortisation and 
other non-cash items
152
229
Disposal of property, plant and 
equipment
–
–
Movement in working capital
– changes in net Matched Principal 
balances
46
(20)
– change in net stock lending 
balances
(38)
(4)
– change in other working capital 
balances
71
108
Income taxes paid
– periodic tax paid
(52)
(57)
– accelerated tax paid
–
(32)
Net interest and loan facility 
fees paid
(23)
(33)
Capital expenditure
(64)
(55)
Dividends received from associates 
and joint ventures
20
22
Dividends paid to non-controlling 
interests
(2)
(2)
Free cash flow2
346
281
Receipt UK pension surplus, net of 
pension tax payment
–
30
Sale/(purchase) of financial assets
24
(19) 
Net other investing activities
1
8
Deferred consideration paid on prior 
year acquisitions
(50)
(1)
Dividend paid to TP ICAP 
shareholders
(113)
(99)
Share buyback 
(48)
(29)
Net borrowings
(76)
39 
Payment of lease liabilities
(27)
 (29)
Other financing activities
(11)
 (10)
Total other investing and 
financing activities
(300)
(110)
Change in cash
46
171
Foreign exchange movements
1
(40)
Cash at the beginning of the year
1,019
888
Cash at the end of the year
1,066
1,019
1	
2023 reported EBIT restated to £125m from £128m to reflect reclassification of FX 
gains on non-GBP borrowing and related derivatives to net finance expense. 
2	
For more information on APMs see page 216.
The Group’s net cash balance of £1,066m, increased by £47m  
in the year.	
Free cash flow is presented to show a more sustainable view of cash 
generation and to better understand the conversion of adjusted 
earnings into cash. This measure reflects the cash and working 
capital efficiency of the Group’s operations, and aligns tax with 
underlying items and interest received with the operations  
of the Group.
Exchange rates 
The income statements and balance sheets of the Group’s 
businesses whose functional currencies are not GBP are translated 
into GBP at average and period end exchange rates respectively. 
The most significant currencies for the Group are the USD and the 
Euro. The financial statements for 2024 were prepared using the 
average and period end exchange rates listed below.
In 2024, foreign exchange translation negatively impacted the 
Group’s P&L. The average exchange rates for GBP against USD and 
EUR were higher than 2023, adversely affecting the Group’s trading 
performance, with around 60% of Group revenue and 40% of costs 
in USD. The overall strengthening of GBP, against currencies in 
which the Group operates, over the 12 month period resulted in a 
total £6m loss in the P&L (2023: £11m loss) from the retranslation of 
non-GBP cash, borrowings and related derivatives and operating 
assets and liabilities. The FX loss on retranslation of non-GBP 
borrowings and related derivatives amounting to £1m in 2024 
(2023: £3m gain) is reflected in net finance expense, to better 
reflect the nature of these costs. 
Average
 2024
 2023
US Dollar
$1.28
$1.24
Euro
€1.18
€1.15
Period end
 2024
 2023
US Dollar
$1.25
$1.27
Euro
€1.21
€1.15
Regulatory capital 
The Group’s regulated broking entities are obliged to meet the 
prudential regulatory requirements imposed by the local regulator 
of the jurisdiction in which they operate. The Group maintains an 
appropriate excess of financial resources in such regulated entities 
to support capital, liquidity and credit needs.
The FCA is the lead regulator of the Group’s UK businesses, for 
which the capital adequacy requirements under the Investment 
Firms Prudential Regime (‘IFPR’) apply. This sub-group maintains an 
appropriate excess of financial resources.
Climate change considerations 
We are committed to the ongoing assessment and management of 
climate risks and opportunities. As part of this work, we incorporate 
climate change considerations into our financial planning processes 
to monitor the impacts of climate-related issues on our financial 
performance and position. In 2023, we completed a detailed 
qualitative, and quantitative, climate scenario analysis to deepen 
our understanding of how climate-related issues could affect  
the Group and its finances. The analysis was reviewed for 
appropriateness in 2024 and concludes that the Group is not 
expected to be materially impacted financially by climate  
change over the timeframes and climate scenarios considered.  
We will keep this analysis under review in line with regulatory and 
stakeholder expectations. 
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
52
53
Strategic report

Stakeholder engagement
Our stakeholders 
and engagement 
The Board, together with the 
Nominations & Governance 
Committee conduct an annual 
review of the Group’s key 
stakeholders. 
Our stakeholders are an essential part of 
our business model. Understanding our 
stakeholders enables us to engage in 
proactive and constructive dialogue to 
ensure we consider their needs and 
priorities in decision-making.
Clients
Shareholders
Suppliers and 
business partners
Communities and 
environment
Employees
Regulators
TP ICAP  
Group plc
The stakeholders below have been 
identified by the Board as those 
parties most likely to be affected by 
its principal decisions and activities.
TP ICAP Group plc is a Jersey registered company pursuant to 
the Companies (Jersey) Law 1991, and therefore its Directors are 
not subject to the UK Companies Act 2006 requirements. This 
includes section 172(1) and sections 414CA and 414CB of the UK 
Companies Act 2006.
Despite this we are committed to active engagement with our 
stakeholders. The Board recognises the differing needs and 
interests of each stakeholder group and as such, tailors its 
engagement approach for each key stakeholder group to foster 
effective and mutually beneficial relationships. We understand 
that positive relationships with our stakeholders promote high 
standards of business conduct and governance. 
Section 172(1) statement (including principal 
decisions and engagement with stakeholders) 
Section 172(1) of the Companies Act 2006 (‘Section 
172(1)’), requires a director of a company to act in the way 
that he or she considers, in good faith, would most likely 
promote the success of the company for the benefit of its 
members as a whole. 
The Board of Directors confirms that during the year 
ended 31 December 2024 it has acted in a way that it 
believes promotes the long-term success of the Company 
for the benefit of its members as a whole, recognising that 
a broad range of stakeholders are material to the 
long-term success of the business, while having due regard 
to the matters set out in Section 172(1).
A similar statement will be reported in the statutory 
accounts for each of our active UK subsidiaries subject to 
UK Companies Act 2006 requirements for the year ended 
31 December 2024.
The Directors, both individually and collectively, believe 
they have given due regard to the stakeholders and 
matters set out in Section 172(1) (a) to (f) below:
(a)	 Consequences of any decision in the longterm.
(b)	 The interests of the company’s employees.
(c)	 The need to foster business relationships with 
suppliers, customers and others.
(d)	 The impact of the company’s operations on the 
community and the environment.
(e)	 The desirability of the company maintaining a 
reputation for high standards of business conduct.
(f)	 The need to act fairly between members of the 
company.
Delivering long-term sustainable 
value for our stakeholders
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
54
55
Strategic report

Stakeholder
Employees
Our employees are crucial to the  
ongoing success of the Group.
Shareholders
Our shareholders promote the 
long-term growth and success  
of the Group.
Clients
Our clients are fundamental to our  
business and represent our most 
significant business relationships.
Why we engage
	> To maintain an effective, open culture.
	> To ensure the employee voice is heard, 
respected and valued.
	> To create a company where all 
employees are engaged, feel 
recognised and can succeed.
	> Regular engagement with 
shareholders ensures Group 
policies, practices and strategic 
direction continue to meet their 
expectations.
	> Engagement provides a platform 
to raise aspirations for the Group.
	> Regular and effective dialogue 
enables the Board to understand 
their needs and gauge 
satisfaction with the Group as a 
supplier and business partner.
	> Engagement enables the Group 
to adapt to our clients’ evolving 
priorities.
Key priorities  
and interests
	> Career development and learning.
	> To feel valued, recognised and 
rewarded.
	> Honest, transparent and open 
communication.
	> Flexible working.
	> Financial and operating 
performance of the Group.
	> Long-term sustainable and 
profitable growth.
	> Good governance, ESG and 
climate-related practices and 
policies.
	> Value and cost.
	> High quality services addressing 
their liquidity needs.
	> Good communication, 
transparency and trust. 
Strategic 
objective/ 
link to strategy
Group 
engagement
	> Annual MyVoice – Workforce 
engagement survey.
	> Pay, reward and benefits.
	> Employee communication through 
varied channel delivery and content.
	> Open invitation focus group 
discussions were held across all regions 
and roles.
	> The CFO, CEO and Investor 
Relations team attended key 
investor meetings and 
participated in a number of 
investor roadshows in Europe and 
the United States of America.
	> In-person meetings with key 
shareholders.
	> The Group has been focusing on a 
streamlined accounts receivable 
process and providing support to 
clients to enhance the trade 
recaps and standardised billing 
processes. 
	> Introduction of technology to 
automate and improve services.
Board 
engagement
	> Board receives and acknowledges 
feedback from MyVoice surveys.
	> Dedicated workforce Engagement 
Non-executive Directors.
	> Non-executive Directors hosted 
employee engagement sessions.
	> The Board and Remuneration 
Committee reviewed the Group’s 
pension and benefits offering to 
ensure that they remained 
competitive.
	> As part of the Directors’ 
Remuneration Policy review, the 
Chair of the Board and Chair of 
the Remuneration Committee 
conducted a formal consultation 
process, which included meetings 
with the Group’s largest 
shareholders representing over 
60% of our issued share capital 
(including all of the top 10% 
shareholders).
	> The Board reviewed and 
approved the Supplier Code of 
Conduct and Human Trafficking 
Statement.
	> The Board received client reports 
and accounts receivables analysis.
	> The Board considered the output 
from client engagement and 
dialogue.
Outcomes
	> Employees have reported a 
substantial understanding of the 
Company’s strategy and values.
	> The recommendation rate of TP ICAP 
as a great place to work has risen from 
62% to 70% over the past three years.
	> Following feedback from 
shareholders the Board approved 
the continuation of the Group’s 
Share Buyback programme.
	> The streamlined accounts 
receivable process has received 
positive feedback from our clients.
Priorities for FY 25
	> Building on network building and cross 
divisional team working to enhance 
feelings of ‘belonging’.
	> Formalise recognition of long-service 
and good performance.
	> Continued engagement and 
dialogue with our shareholders.
	> Consideration at the Board’s 
Strategy Day of the best way to 
achieve long-term sustainable 
and profitable growth.
	> Continue engagement and 
dialogue to further the 
understanding of our client’s 
needs and improve services.
	> Leverage the strategic 
collaboration with Amazon Web 
Services to provide new and 
innovative products and to 
strengthen the delivery of existing 
products. 
Regulators
As a global business, the Group is  
subject to the requirements of several 
different regulators.
Suppliers and  
business partners
We foster strong sustainable 
partnerships with our suppliers 
and business partners based 
on integrity and best business 
practice, 
Communities and environment
Our sustainability strategy aims to address the 
sustainability challenges and opportunities that are 
relevant for the Group and is formed of three priorities: 
1.	ESG reporting and performance management
2.	Supporting our clients
3.	Community impact
	> It is imperative that the business is kept 
up to date with changes in legislation to 
ensure full compliance with legal and 
regulatory requirements.
	> Regular engagement is vital 
for ensuring the Group 
continues to operate 
effectively.
	> Identification of risks and 
strategies to ensure suppliers 
and business partners are 
able to fulfil our needs.
	> The Group is committed to making a positive 
contribution to local communities and is striving to 
operate in a sustainable and responsible way, while 
delivering value for stakeholders.
	> Protecting consumers helping to ensure 
market fairness and transparency.
	> Managing systematic risk.
	> Promoting competition and enforcing 
compliance with regulations.
	> Build and sustain long-
lasting mutually beneficial 
relationships.
	> Ensure that the Group continues to comply with 
sustainability-related regulatory requirements.
	> Enable the Group to create positive social outcomes 
through its charitable giving programmes. 
	> Sector consultation and round table 
exercises to better understand priorities 
and needs, ensuring we instil and 
practice Group-wide good governance 
and oversight.
	> Formalisation of strategic 
partnerships to assist 
TP ICAP with the continued 
modernisation of the 
Group’s infrastructure.
	> Reliable calculation of Scope 1-3 emissions for 
effective measurement and management of 
environmental impacts.
	> In line with the Corporate Sustainability Reporting 
Directive (‘CSRD’), the Group is developing an 
implementation plan to prepare for forthcoming 
changes to regulation.
	> Annual ICAP Charity Day where 100% of one day’s 
revenue is donated to a variety of causes worldwide.
	> The Board is kept informed of any legal 
or regulatory changes.
	> The Board drives corporate culture of the 
Group by determining the values and by 
ensuring policies and procedures promote 
high standards of business conduct, and 
legal and regulatory compliance. 
	> The UK Regulated Entity Boards and 
members of the regulated board within 
the Group meeting with regulators to 
discuss the TP ICAP Group and key 
industry developments.
	> The Board receives updates 
on supplier engagement 
and large value contract 
negotiations.
	> Board approval of Modern 
Slavery and Human 
Trafficking Statement.
	> Board review and approval 
of Supplier Code of Conduct.
	> The Board, through the Audit Committee, is updated 
on changes to TCFD and environmental reporting 
requirements and practices.
	> The Board holds oversight responsibility for the 
Group’s ESG priorities and activities and discusses 
and monitors progress made against targets set, and 
challenges the Executive team accordingly.
	> Consistent engagement with regulators 
allows the Group to monitor the 
regulatory environment, influence policy 
making and proactively work with the 
Business to implement requirements in 
an accurate and timely manner. 
	> Further detail of the 
outcomes linked to the 
Group’s partnership with 
Amazon Web Services will 
be provided in the 2025 
Annual Report and 
Accounts.
	> The Group’s Scope 1 and 2 carbon emissions reduced 
by a further 27%. 
	> ICAP Charity Day raised £5.2m, benefitting more 
than 100 charities globally. 
	> Further dialogue with industry peers to 
help further regulatory best practice. 
	> Active participation in government and 
trade bodies.
	> Work closely with suppliers 
to continue and build 
sustained partnerships.
	> Continue to prepare for incoming sustainability-
related regulatory requirements relevant to the 
Group and its subsidiaries. 
	> Ensure that the Group remains on track to deliver its 
goal of being carbon neutral in Scopes 1 and 2 
carbon emissions by the end of 2026.
The following table summarises the Group’s engagement with each of our key stakeholder groups during the 
year, why we engage with them, their key priorities and interests, how the Group as a whole, as well as the Board 
has engaged with them, progress made on 2024 priorities and priorities for the year ahead.
Key
 
Transformation
Diversification
Dynamic capital 
management
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
56
57
Strategic report

Viability statement and going concern
Principal risks and uncertainties
Viability statement 
The Board of Directors has assessed the prospects for, and  
viability of, the Group over a three-year period to the end of  
December 2027.
We believe that a three-year time horizon remains the most 
appropriate time frame over which the Directors should assess the 
long-term viability of the Group. This is on the basis that it has a 
sufficient degree of certainty in the context of the current position 
of the Group and the assessment of its principal risks, and  
it matches the business planning cycle. This time horizon is  
broadly in-line with the weighted average maturity of our debt 
facilities comprised of revolving credit facilities and corporate  
bond portfolios. 
The assessment has been made taking into account the following:
	> The Assessment of the Group’s Principal Risks, including those 
that would threaten the Group’s business model, future 
performance, solvency and liquidity. These risks are also 
discussed in the risk management report on pages 59 to 63;
	> The Group Internal Audit Opinion that contains an assessment of 
the effectiveness of the Group’s risk management and internal 
control systems;
	> The Going Concern Review that assesses whether the Group has 
access to sufficient liquidity to meet all of its external obligations 
and operate its business, for a period of at least 12 months from 
the date of the Annual Report;
	> The Group Review of Capital and Liquidity Adequacy (‘GRCLA’) 
that assesses the capital and liquidity position of the Group on a 
consolidated basis, in both base and stressed conditions;
	> The Review of Internal Capital Adequacy and Risk Assessment 
(‘ICARA’) process undertaken by the UK-regulated entities; and
	> The assessment of the Group’s external credit rating by  
Fitch Ratings.
The Directors confirm that they have undertaken a robust 
assessment of the prospects of the Group and its principal and 
emerging risks over a three-year period, and, on the basis of that 
assessment, have a reasonable expectation that the Group will be 
able to continue in operation and meet its liabilities as they fall due 
over at least the period of assessment.
Risk management
Effective risk management is essential to the financial strength and 
resilience of the Group and for delivering its business strategy. This 
section provides a summary of how risk is managed by the Group 
through its Enterprise Risk Management Framework (‘ERMF’) and 
describes the Group’s principal risks. 
Enterprise Risk Management Framework
The purpose of the ERMF is to enable the Group to understand the 
risks to which it is exposed and to manage these risks in line with its 
stated risk appetite. The ERMF achieves this objective through the 
operation of a robust risk management and governance structure 
based on the three lines of defence model, an appropriate risk 
management culture and a range of risk management processes  
to enable the Group to identify, assess and manage its  
risks effectively.
Organisational governance structure
The ERMF is operated through a three lines of defence (‘3LOD’) 
model whereby risk management, risk oversight and risk assurance 
roles are undertaken by separate and independent functions, with 
all 3LOD overseen by the Group’s governance committee structure 
(including Risk, Audit and Remuneration Committees).
The Board has overall responsibility for the management of risk 
within the Group which includes:
	> Defining the nature and extent of the risks it is willing to take in 
achieving its business objectives through a formal risk appetite 
statement;
	> Ensuring that the Group has an appropriate and effective risk 
management and internal control framework; and
	> Monitoring the Group’s risk profile against the Group’s defined 
risk appetite.
The Group’s risk governance structure oversees the implementation 
and operation of the ERMF across the Group and primarily 
comprises the following committees:
	> Board Risk Committee;
	> Group Risk and Compliance Committee; and
	> Regional Risk and Compliance Committees in EMEA, Americas 
and Asia Pacific.
In arriving at this conclusion, the Directors have made the  
following assumptions:
	> The Group maintains access to liquidity through the Group’s 
£350m Bank revolving credit facility and ¥20bn (c.£102m) Totan 
revolving credit facility (see Note 27 on page 187);
	> The Group does not experience any material change in its capital 
or liquidity requirements;
	> The Group is not materially impacted from litigation and 
regulatory investigations in a negative way; and
	> The 5.25% £250m Sterling Notes maturing in May 2026 will be 
repaid using either, or a combination of, cash resources, credit 
facilities and/or new bond issuance under the Group’s existing 
EMTN programme.
Going concern
The Group has sufficient financial resources to meet the Group’s 
ongoing obligations. 
The Directors have assessed the outlook of the Group for at least 
12 months from date of approval of the financial statements by 
considering medium-term projections as well as stress tests and 
mitigation plans. The stress tests include material revenue 
reductions, significant one-off losses, losing the Group’s investment 
grade status resulting in increased finance costs and slow-down in 
collection of trade debtors. Under these tests we continue to have 
sufficient liquidity and are compliant with all covenants after 
taking mitigating actions such as reducing costs, suspending 
dividends and delaying investments. 
After making enquiries, the Directors have a reasonable 
expectation that the Company and the Group have adequate 
resources to continue in operational existence for at least 12 months 
from date of approval of the financial statements. Accordingly, the 
Annual Report and Accounts continue to be prepared on the going 
concern basis.
First line of defence
Risk management within the business
The first line of defence comprises the management of the business 
units and support functions.
The first line of defence has primary responsibility for ensuring that 
the business operates within risk appetite on a day-to-day basis.
Second line of defence
Risk oversight and challenge
The second line of defence comprises the Compliance and Risk 
functions, which are separate from operational management.
The Compliance function is responsible for overseeing the Group’s 
compliance with regulatory requirements in all of the jurisdictions in 
which the Group operates.
The Risk function is responsible for overseeing and challenging the 
business, support and control functions in their identification, 
assessment and management of the risks to which they are 
exposed, and for assisting the Board (and its various Committees) in 
discharging its overall risk oversight responsibilities.
Third line of defence
Independent assurance
Internal Audit provides independent assurance on the  
design and operational effectiveness of the Group’s risk  
management framework.
Risk culture 
The Group recognises that in order for the ERMF to be operated 
effectively, it must be underpinned by an appropriate risk culture.
The Group seeks to foster the desired risk management values and 
behaviours through a number of components including the setting 
of an appropriate ‘tone-from-the-top’, ensuring clear risk 
management accountabilities for all employees, the provision of 
risk training, consideration of risk-related behaviours in the 
performance management process, and by ensuring that staff are 
able to raise risk management concerns through the Group’s 
whistleblowing framework.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
58
59
Strategic report

Risk management processes
Risk 
Acceptance
Risk 
Strategy
Risk 
Identification
Risk 
Appetite
Risk Event
and Issue
Management
Risk and 
Control 
Self-Assessment
(RCSA) 
Operational 
Risk Scenario 
Analysis
Risk 
Assurance
Prudential 
Assessments
Top-Down Risk 
Assessment
(TDRA) 
Risk culture
Risk strategy
The Board adopts an annual Risk Strategy which identifies the core 
risk management objectives and focus areas that must be 
addressed for the Group to deliver its Business Strategy.
The Risk Strategy constitutes the guiding principles by which all of 
the Group’s risk management activity is undertaken. 
Risk identification
The Group reviews its risk profile on an ongoing basis to ensure that 
it identifies all principal risks arising from the day-to-day operation 
of its business and the implementation of its business strategy, as 
well as any emerging risks facing the Group. These risks are 
recorded in the Group’s Risk Taxonomy.
The Group also considers risks which can crystallise across multiple 
categories within the Group’s Risk Taxonomy. These include conduct 
risk, operational resilience, reputational risk and environmental, 
social and governance risk. 	
A formal review of the Group’s risk profile is undertaken on a 
quarterly basis as part of the Group’s Risk Committee review cycle. 
In addition, the Group seeks to identify changes to the risk profile 
on a dynamic basis through the various risk management processes 
and structures operated under the ERMF. This includes assessing the 
risk profile of new business initiatives and analysing risk events.
Risk appetite
The Board articulates the overall level of risk the Group is  
willing to accept for the various risks it faces within its Risk  
Appetite Statement.
The Risk Appetite Statement sets out the Board’s strategic view of 
the Group’s attitude to, and appetite for, particular risk types to 
inform the more detailed articulation and operationalisation of risk 
appetite throughout the Group. 
Principal risks
The Group is exposed to a range of risks in pursuing its business strategy in a complex and competitive environment. Understanding and 
managing these risks is key to the business to mitigating potential harms to clients, the firm and the market. The Group conducts a robust 
enterprise wide risk assessment, the table below details the principal risks defined for the purposes of this Annual Report as those risks that 
could cause material harm to: the Group’s clients; the markets it operates in; and the Group’s business model, future performance, solvency, 
liquidity or reputation.
The Board has considered a wide range of information as part of this assessment, including reports provided by the Group Risk function 
and senior management, as well as the key findings from the Group’s various risk management processes described above.
1  STRATEGIC AND BUSINESS RISK
Risk
Risk management objectives
Change in risk 
exposure since 2023
Strategic and Business Risk
The risk that the Group fails to adequately respond to 
technological advancements, client preferences, 
broking practices, market participants or is overly 
concentrated (eg specific market, asset class, client or 
business) which materially impact the Group’s 
business model.
The risk that the Group fails to adequately respond to 
developments within financial markets (including 
new asset classes) or the geopolitical environment.
	> Adoption and execution of a well-defined and 
responsive business strategy which ensures the 
continued viability and growth of the Group’s 
business.
	> Ensure the Group is competitive within its chosen 
markets. This includes ensuring that the Group’s 
product offering is at least comparable to its peers.
	> Take advantage of external market developments 
in pursuit of its growth targets, especially into 
growing and new markets such as development of 
crypto currencies, growth of provision of financial 
data markets and expansion into the buy-side 
market. Equally, the Group takes measures to 
protect its position as the number 1 IDB globally.
Increase
Unsettled 
macroeconomic 
and geopolitical 
landscape and 
risks arising from 
key strategic 
initiatives. These 
factors also 
present 
opportunities for 
the Group. 
2  OPERATIONAL RISK
Risk
Risk management objectives
Change in risk  
exposure since 2023
Transaction execution and processing
The risk of failure relating to Licensing/Certification/
Registration (including Cross-Border Activity), client 
account management, price dissemination, venue 
operation, trade execution and arrangement, market 
abuse and inside information, post-trade 
management (including billing), trade and 
transaction reporting, financial data sales, 
benchmarks and payment process.
	> Achieve an efficient balance between maximising 
transaction volumes, client experience, market 
integrity and minimising operational errors. Operate 
a robust control environment to ensure that 
operational errors are a low proportion of 
transactions, typically of low value and where 
significant losses are incurred the losses are 
discovered quickly with any further loss contained as 
soon as practicable.
No change
Regulatory
The risk of failure to comply with regulatory 
requirements in spirit and literal interpretation, this 
includes failure to effect changes required to comply 
with changes in regulatory requirements and failure to 
effectively engage the Group’s regulators.
	> Adopt appropriate arrangements, including policies 
and procedures, to achieve reasonable and 
proportionate compliance with all applicable 
regulatory obligations and not to undertake any 
activity which could have a materially adverse 
impact on the Group’s standing with its regulators or 
on its reputation. 
	> Impose a number of restrictions upon its business 
model in order to mitigate its regulatory risk exposure 
and operate within risk appetite.
No change
Top-Down Risk Assessment (‘TDRA’) 
The Top-Down Risk Assessment process is used to provide a 
strategic, firm-wide view on the Group’s risk profile. All principal 
risks are monitored on an ongoing basis via this process to ensure 
that the Group is operating within risk appetite and to identify any 
remedial action required to maintain or return the Group to within 
risk appetite. 
Risk and Control Self-Assessment (‘RCSA’)
The bottom up monitoring of the effectiveness of the Group’s risk 
and controls across the business is performed via the RCSA process. 
The RCSA process is supported by periodic control assurance, 
including control testing. 
Risk event and issue management
The Group operates an issue management process across the 3LOD 
to mitigate issues which could impact the Group’s risk profile. This 
includes a defined process for escalation and management of risk 
events to ensure that they are analysed with appropriate 
mitigating action to address. This includes the conducting of 
detailed root-cause analysis for certain events.
Risk acceptance 
The Group also operates a formal risk acceptance process across 
the 3LOD where it is not practical or desirable to address an issue at 
the point identified.
All risk acceptances are subject to a formal approval process which 
is calibrated to reflect the severity of the risk acceptance.
Operational Risk Scenario Analysis
The operational risk scenario analysis provides a forward-looking 
perspective of potential operational risk events in severe but 
plausible scenarios. It is used by the Group to: identify and  
measure risk which could potentially cause harm to the Group; 
identify mitigating actions to reduce the likelihood of potential 
risks crystalising and/or their severity; and inform the Group’s 
prudential assessments.
Risk assurance 
Internal Audit, Risk and Compliance undertake independent and 
targeted reviews of selected areas of the Group’s business and 
operations to provide Management and Governance Committees 
with additional insights and assurance in relation to specific 
aspects of the Group’s risk profile, and highlight areas  
requiring remediation.
Prudential assessments 
The Group periodically assesses its capital and liquidity adequacy 
in the context of the Risk Appetite Statement and applicable 
regulatory requirements.
The Group assesses its stressed risk profile through a formal stress 
testing programme which covers all material risk types. This 
programme includes reverse stress testing which aims to assist the 
Group to identify and mitigate potential causes of business failure.
Principal risks and uncertainties continued
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
60
61
Strategic report

Principal risks and uncertainties continued
2  OPERATIONAL RISK CONTINUED
Risk
Risk management objectives
Change in risk  
exposure since 2023
Legal
The risk that the Group fails to comply with its legal
obligations, in spirit and literal interpretation of the
law. Or the Group fails to protect its interests and/or
assets through a failure to take the appropriate legal
safe guards (ie contractual arrangements and
intellectual property protection) and action (ie
litigation and criminal prosecution). This includes
failure to effect changes required to comply with
changes in legislation or law and failure to effectively
engage the Group’s law firms. In addition, this includes
the risk of failure in relation to the Group’s
whistleblowing practices.
	> Adopt appropriate arrangements, including policies 
and procedures to achieve reasonable and 
proportionate compliance with all applicable laws to 
which the Group is subject.
	> Take reasonable steps to safeguard its contractual 
arrangements with clients, market participants, 
suppliers and employees.
	> Take reasonable steps to safeguard the Group’s 
current and planned activities within the jurisdictions 
in which it operates.
No change
Technology
The risk of failure of the Group’s systems and
technology infrastructure, including end user
development applications (‘EUDA’) and failure to
effect technology changes.
	> Maintain oversight over the Group’s infrastructure 
landscape.
	> Have sufficient redundancy in its infrastructure and 
ensure timely identification of infrastructure failures.
	> Maintain appropriate incident management 
processes. 
	> Adopt robust processes to identify any potential 
threats to its critical business activities, including 
regular tests and recovery/response time strategies 
put in place. 
	> Ensure employees are aware of any specific 
obligations or requirements in order to help protect 
the resilience of the Group’s systems and 
infrastructure.
No change
Information security (including cyber)
The risk of failure to ensure the confidentiality,
integrity and availability of all sensitive and business
critical data handled by the Group, and of all business
critical infrastructure operated by the Group, including
cyber-attack.
	> Establish an IT control environment that is secure and 
robust enough to prevent, detect, and remediate 
malicious attacks (both internally by staff and 
externally through cyber-attacks).
Increase
Ongoing 
heightened 
cyberthreat 
landscape within 
industry.
Change
The risk of poorly executed business and technology
changes which do not deliver timely intended
outcomes, including unforeseen consequences due to
lack of planning or business engagement.
	> Manage change initiatives in a controlled way.
	> Ensure change initiatives support the delivery of the 
Group’s strategy.
Increase
The Group is 
undertaking a 
strategic 
transformation 
programme.
3  FINANCIAL RISK
Risk
Risk management objectives
Change in risk  
exposure since 2023
Credit
The risk that a counterparty will fail to meet its 
obligations in accordance with agreed terms. This 
includes the risk of default as well as concentration 
risks.
Counterparty exposure principally arises in relation 
to brokerage receivables and other trade debtors, 
cash deposits held at banks and money market 
instruments or pre-settlement risk and settlement risk 
arising from Matched Principal broking.
	> Implement appropriate policies, systems, procedures 
and controls to manage the Group’s credit risk 
exposure.
	> Ensure clients meet the payment terms set out in their 
client agreement and meet the minimum credit 
worthiness requirements specified by the Group.
	> Deposit cash and financial assets with strong credit 
rated clearing banks and settlement organisations.
	> Accept counterparty credit risk provided that the 
permitted level of exposure that can be held with 
each counterparty appropriately reflects the 
creditworthiness of the counterparty.
	> Minimise exposure to settlement risk.
No change
Market
The risk of loss arising from market movements. 
The Group is exposed to market risk from:
	> The risk of loss of value arising from market 
movements in currencies, equities and/or interest 
rates of its balance sheet items; and
	> The risk of loss of value arising from market 
movements in securities inadvertently held short 
term arising from broking transactions.
	> Manage its exposure to equity risk arising from the 
employee share scheme awards programme by 
hedging where practical.
	> Manage its exposure to currency risk in the form of 
transaction risk and translation risk.
	> Limit its exposure to interest rate market risk to those 
investments it is required to hold by its clearers to 
allow it to pursue objectives in relation to matched 
principal, introducing broker and exchange give up 
activity.
	> Not to undertake proprietary trading.
	> Have in place systems, processes and controls to 
manage the value-at-risk (VaR) at any one time 
arising from market movements in securities 
inadvertently held short term arising from broking 
transactions.
No change
Liquidity
The risk that the Group will not be able to meet 
efficiently both expected and unexpected current 
and future cash flow and collateral needs without 
affecting its daily operations or its financial 
condition. The Group is exposed to liquidity risk from: 
	> Margin calls and collateral calls; and 
	>  Funding of cash outflow events.
	> Maintain a robust financial position in both normal 
and stressed conditions. 
	> Ensure liquidity resources are sustained at levels that 
reflect the Group’s risk profile. 
	> Maintain access to capital markets.
	> Prudently balance margin call and collateral call 
exposure.
No change
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
62
63
Strategic report

Task Force on Climate-related Financial Disclosures 
TP ICAP is committed to continued adoption of, and reporting consistently with, the recommendations of the Task Force on Climate-
related Financial Disclosures (‘TCFD’). In 2023, we completed a detailed qualitative, and quantitative, climate scenario analysis. Guidance 
issued by the UK’s Department for Business, Energy, and Industrial Strategy (‘BEIS’), states that companies should update their analysis at 
least every three years. Therefore, we will refresh our overall qualitative, and quantitative, climate scenario analysis in 2026. 
This year, our assessment of the potential impact of climate-related risks and opportunities is based on the overall analysis we completed 
in 2023, and a climate-related financial assessment we again conducted this year. Our climate-related financial assessment is based on the 
quantitative model we put in place last year. It employs a revenue-to-demand change ratio of 1:1 to test the impact of various climate 
scenarios on a risk and opportunity basis related to the energy transition (see pages 69 and 70). 
The analysis concludes that while climate change is relevant to TP ICAP, its impacts are not considered to be significant under the time 
frames and climate scenarios used in the assessment. Our TCFD statement includes details on the approach and analysis used to evidence 
the conclusion, but otherwise reports proportionately against the TCFD recommendations and recommended disclosures.
In compliance with the Financial Conduct Authority (‘FCA’) Listing Rule UKLR 6.6.6(8)(a) on climate-related disclosure, we believe the 
information contained within this report to be consistent with the TCFD recommendations and recommended disclosures. Disclosure on 
aspects of the Strategy and Metrics and Targets TCFD pillars are subject to a materiality assessment. The conclusion of our climate-related 
financial assessment is that climate change is not financially material for our business. We have therefore not disclosed details on how 
climate is considered in business decision-making and planning processes (Strategy C) nor disclosed performance against TCFD’s cross-
industry climate-related categories (Metrics and Targets A). All relevant information is included within this Annual Report.
Disclosure index
Recommendation
Relevant information disclosed
Disclosure location
Governance
(a) Board oversight
(b) Management’s role
	> Responsibility for climate change identification, 
assessment, and management across the Group
	> Examples of discussions and decisions made relating to 
climate change
	> Description of how climate features in business 
processes as relevant, given the potential reputational 
implications of climate change
64 and 65
64 and 65
64 and 65
Strategy
(a) Climate-related risks and opportunities 
(b) The impact of climate-related risks and opportunities 
(c) The resilience of the organisation’s strategy
	> Overview of approach to climate scenario analysis
	> Identified climate risks and opportunities
	> Progress on climate transition planning and resilience 
response
	> Resilience assessment of potential financial impact 
across climate scenarios, including 1.5°C
65 and 66
67 to 69
70
70
Risk management
(a) Identifying and assessing climate-related risks
(b) Managing climate-related risks
(c) Integration into overall risk management 
	> Process to identify, assess, and manage climate risks 
and opportunities
	> Overview of how climate is incorporated in Group-
wide risk management framework
71
71
Metrics and targets
(a) Climate metrics
(b) Greenhouse gas (‘GHG’) emissions
(c) Climate targets 
	> Overview of environmental metrics used as a proxy for 
climate risk exposure, given that no risks or 
opportunities are assessed as financially material for 
the Group
	> Climate commitments to drive the reduction in 
emissions over time
72
72
Governance 
The Board’s oversight of climate-related risks and opportunities 
The Board has overall responsibility for climate-related risks and opportunities. These responsibilities are set out in the Terms of Reference 
for the Board and its committees. Our Climate Change Planning Framework ensures that the Board and its committees can execute their 
climate change responsibilities. This year, climate-related issues were discussed by the Board at two deep-dive sessions, and during the 
year through regular sustainability updates. Further details about sustainability updates made to the Board this year, and relevant Board 
ESG expertise, can be found on pages 91 and 82 respectively. In addition to the updates made to the Board, climate-related issues were 
also discussed at the Board’s sub-committees, in line with the remit of each committee’s Terms of Reference. In particular, the Audit 
Committee has responsibility to ensure that the Group adheres to climate-related regulatory requirements, and also has oversight of the 
Group’s ESG reporting, including our Scope 1, 2, and 3 emissions. The Risk Committee’s climate-related responsibilities centre around 
reviewing climate-related risks and the Group’s risk management framework on a regular basis. 
Climate change considerations are included in the annual budget process, which is overseen by the Board. Divisional Chief Financial 
Officers (‘CFOs’) report any climate-related financial impact to the Group CFO as part of the annual budget process. For the 2024 budget 
period, we judged there was no material climate change-related financial impact on our business. 
Management’s role in assessing and managing climate-related 
risks and opportunities
The management team has a significant role in assessing and 
managing climate-related risks and opportunities. The Executive 
Committee’s primary duty is to oversee, monitor and review the 
Group’s climate change strategy and execution, including 
embedding TCFD deliverables across the Company. The ESG Forum, 
a management-level group responsible for implementing our 
sustainability strategy and delivery, reports to the Executive 
Committee. Alongside this, a cross-functional TCFD Working Group 
steers relevant activity across the Group and contributes to the key 
elements of our disclosure. 
ESG governance structure
TP ICAP Group plc Board
Has oversight on business strategy from  
an ESG perspective.
Group Executive Committee
Leads the delivery of the Group’s overall ESG  
programme and updates the Board on ESG matters.
Group ESG Forum
Provides oversight and advice in relation to ESG strategy, 
policies, documentation, implementation, communications, 
and disclosures.
TCFD Working Group
Drives the actions needed to embed the TCFD framework  
within our business.
Strategy
The climate-related risks and opportunities identified over the 
short, medium, and long term
Our 2023 approach 
We used qualitative and quantitative climate scenario analysis to 
identify the potential climate-related risks and opportunities 
relevant to the Group. Our most recent climate scenario analysis 
was completed in 2023, with support from SLR, an independent 
sustainability consultancy. We believe that our 2023 climate 
scenario analysis remains valid for our 2024 assessment and 
disclosure, as there have been no significant changes to our business 
model or operational structure this year. In line with the climate-
related reporting guidance, issued by BEIS, we will again complete 
a detailed qualitative, and quantitative, climate scenario analysis 
in 2026.
In producing our assessment, we examined the potential climate-
related risks and opportunities within all of our business divisions in 
greater detail. In particular, we reviewed the potential impact on 
our Energy & Commodities (‘E&C’) division; this is an area where 
climate-related risks and opportunities are more prevalent.
The qualitative element involved extensive research, and workshops 
with the TCFD Working Group and Senior Executives, to identify 
and categorise climate-related risks and opportunities. These were 
screened for relevance and business significance, then assessed for 
potential impacts on the business, considering geographic and 
divisional specifics. Workshops and input from SLR helped rank 
these risks and opportunities to define our qualitative assessment, 
and led to the identification of two priority risks and one 
opportunity for quantification. 
Our scenario analysis approach used a range of climate scenarios, 
operational geographies, business divisions and time horizons. 
Climate scenarios have inherent limitations; we have noted the 
relevant limitations where applicable below.
Our approach to materiality in 2024 remains consistent with the 
previous year. It is centred around qualitative and quantitative 
factors. Our process to determine materiality considers both (a) 
climate trends, ie how physical and transitional climate issues  
will manifest in the future, and (b) our own business perspective,  
ie how these issues could affect our Company across regions  
and business divisions. 
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
64
65
Strategic report

Task Force on Climate-related Financial Disclosures continued
Scenarios used in our analysis
For transition risks, we used Paris-aligned (1.5°C), middle-of-the-road (2°C), and high-warming (2.6°C) scenarios. For physical risks, our 
analysis used middle-of-the-road (2°C+) and high-warming (4°C+) scenarios. We understand the physical impacts from climate change are 
more likely to occur in these scenarios.
Paris-aligned
Middle-of-the-road
High warming
Description
Ambitious early action increases 
risks associated with low-carbon 
transition but limits the effects of 
global warming.
Delayed, or late and sudden action 
resulting in transition-related shocks 
to society alongside higher impacts 
from physical risks.
Limited action results in significant 
warming, and more severe impacts 
from physical risks.
Temperature 
1.4-1.6°C
1.4-2.7°C
2.6-4°C+
Scenario source/
model
	> Network for Greening the 
Financial System (‘NGFS’) Orderly 
Transition scenarios including Net 
Zero 2050 and Below 2°
	> International Energy Agency 
(‘IEA’) Net-Zero 2050 (‘NZE’)
	> Intergovernmental Panel Climate 
Change (‘IPCC’) SSP1-2.6
	> Organisation of the Petroleum 
Exporting Countries (‘OPEC’) 
World Oil Outlook 2024, 
Advanced Technology scenario
	> NGFS Disorderly Transition 
including Delayed Transition and 
Divergent Net Zero 
	> IEA Announced Pledges (‘APS’) 
	> IPCC SSP2-4.5
	> NGFS Hot House World scenario 
including Current Policies and 
Nationally Determined 
Contributions (‘NDC’)
	> IEA Stated Policies (‘STEPS’)  
(2022 issue) 
	> IPCC SSP5-8.5
Time frame
As a broking business, we need to remain agile and responsive to markets that are influenced by a range of unpredictable external factors. 
This affects our ability to plan to traditional long-term time frames. The time periods we use in our planning processes are therefore in 
shorter time increments, and anchored in the near term in particular.
Time frame
Length (years)
Rationale
Short term
(transition and 
physical risks)
0-3
We operate according to a short-term time frame of 0-3 years, the main element being a detailed 
one-year budget planning cycle. We also use a 0-3-year time frame for assessing risks through our 
Enterprise Risk Management Framework (‘ERMF’). 
Medium term
(transition and 
physical risks)
3-5
The time frame aligns with the future financial projections considered by the Board.
Long term 
(transition risks)
5+
The long-term time frame was defined specifically for climate scenario analysis; the business does 
not have a long-term time frame that could be used for this purpose. For transition risks, our analysis 
used a long-term time frame of 5+ years to 2035. This enables us to consider the potential impacts 
of climate change over the longer term, while balancing inherent uncertainties within climate 
scenarios as they look further into the future.
Long term 
(physical risks)
5+
The long-term time frame was defined specifically for climate scenario analysis; the business does 
not have a long-term time frame that could be used for this purpose. For the physical risks 
assessment, ie those risks that could impact on physical assets, such as data centres, our long-term 
assessment time frame extends to 2050. This time frame differs from the long-term time frame we 
use for transition risks, because there is more information available on physical climate data, and 
these potential impacts become more prevalent over time.
Qualitative climate scenario analysis
2023
Our qualitative climate scenario analysis established whether any geographic or sectoral nuances existed between our identified risks and 
opportunities. All the identified risks and opportunities apply to the Group globally, following the global footprint of our operations and 
client base. The assessment noted some sectoral nuances, as expected, with our E&C business division being the most relevant. Within 
these asset classes, we looked closely at fossil fuels (including coal), renewables, and the metals and minerals relevant to the low-carbon 
transition.
Our qualitative climate scenario analysis confirmed that our business is more predisposed to transition risks and opportunities than 
physical climate risks. This aligns with the outcome of previous high-level assessments. Our exposure to physical risks from climate change is 
low. We lease our office and data centre estate, where the risks are principally owned and managed by landlords. Furthermore, as a broker, 
we do not lend money or make investments in property or other physical assets.
2024
Under the governance structure in place to assess and manage climate-related risks and opportunities, this year, our divisional CFOs and 
the TCFD Working Group reviewed the risks and opportunities developed through our 2023 qualitative assessment, to identify any changes 
in significance or applicability. They concluded that the previous assessment continues to be valid. See page 69 and 70 for our 2024 
quantitative climate scenario analysis. 
Classification
Description of risk and impact
Climate scenario analysis
Plans to monitor and manage risk
Risks
TCFD taxonomy: 
Transition market 
risk
Division:  
Most relevant to 
E&C
Geography: 
All regions
1. Limited penetration of new asset 
classes relevant to the low-carbon 
transition 
	> To achieve global climate goals, 
an uptick in low-carbon markets is 
expected. There could also be an 
emergence of new solution 
providers. 
	> There is a potential for new 
platforms around voluntary 
carbon trading, or circular and 
renewable solutions. 
	> If we fail to respond in line with 
market shifts, we may experience 
a decrease in market share.
We are well positioned to respond to 
new market developments due to 
strong client relationships and the 
wealth of data it holds. 
Most likely to manifest in the 
medium-to-long term in transition 
scenarios, particularly if there is 
sudden policy action. 
Our potential exposure is most 
relevant to E&C which is brokering 
across these asset classes, but may 
affect other divisions that interact 
with these markets, such as 
Parameta Solutions.
	> Maintain business agility to respond 
to client needs. 
	> Monitor trends and engage with 
clients to understand changing 
interests in asset classes.
TCFD taxonomy: 
Transition market 
risk
Division:  
Most relevant to 
E&C
Geography: 
All regions
2. Uncertainty in low-carbon market 
developments
	> A low-carbon transition requires 
changes to the energy mix to 
achieve GHG emission reductions. 
It will also increase demand on 
minerals and metals to develop 
low-carbon technologies. 
	> Insufficient and/or sudden 
implementation of policy can 
make it difficult to predict how 
demand across different energy 
and commodity asset classes 
might change. 
	> Sunk costs or opportunity costs if 
the Group does not take 
advantage of new markets, or if it 
overcommits to a particular 
market.
We are seeking opportunities for 
new environmental and low-carbon 
asset classes. 
Most likely to manifest under a 
delayed or sudden transition 
scenario in the medium-to-long term, 
where market signals are unclear. 
Any potential exposure is most 
relevant to E&C which is brokering 
across these asset classes.
	> Continue engagement across key 
trading functions, particularly E&C, 
to stay up to date with market 
trends and speed of change.
Associated metrics: E&C revenues by 
asset class
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
66
67
Strategic report

Task Force on Climate-related Financial Disclosures continued
Classification
Description of risk and impact
Climate scenario analysis
Plans to monitor and manage risk
Risks
TCFD taxonomy: 
Transition 
market risk
Division:  
E&C only
Geography: 
All regions
3. Fossil fuel market declines in 
low-carbon transition
	> As economies continue towards 
the energy transition, the 
prevalence of fossil fuels (eg coal, 
oil, gas) will be superseded by 
renewable alternatives. 
	> As client demand for fossil fuel 
diminishes, the Group will see a 
reduction in associated revenues 
from these asset classes.
While fossil fuel demand is expected 
to decline under ambitious and 
middle-of-the-road transition 
scenarios, it is set to increase in the 
business-as-usual high-warming 
scenarios. Oil is recognised as a 
critical transition energy, and as such 
this risk is only likely to manifest in 
the longer term. However, our E&C 
division has an established market 
presence across fossil fuels and 
alternatives, and is well positioned 
to align its resources with market 
demand. 
	> Monitor climate policy 
announcements to track expected 
changes in market demand. 
	> Seek new market opportunities in 
the low-carbon transition, to 
replace all the main energy sources 
declining in fossil fuel consumption.
Associated metrics: E&C revenues 
by asset class.
TCFD taxonomy: 
Transition 
reputation risk
Division: 
Group-wide
Geography: 
All regions
4. Reputational risk from connection 
with fossil fuels
	> There is increasing expectation 
and scrutiny on organisations for 
the use of, or involvement with, 
fossil fuels. 
	> If the Group does not keep apace 
of climate decarbonisation trends, 
brokerage of fossil fuels could lead 
to reputational harm. 
	> Reputational backlash from 
investors may affect share price 
and access to capital.
We are aware of increasing scrutiny 
from wider stakeholders which may 
become more relevant in an 
ambitious climate transition 
scenario. This risk is mostly relevant 
for our E&C division which brokers 
fossil fuels, but the potential impact 
could be Group-wide.
Most likely to manifest under an 
ambitious climate scenario in the 
medium-to-long term. 
	> Support the low-carbon transition 
by seeking opportunities to develop 
low-carbon solutions and maintain 
a commitment to minimising GHG 
emissions. 
	> Engage with clients to understand 
their decarbonisation plans over the 
long term, to assist with our 
strategic planning.
TCFD taxonomy: 
Transition 
policy risk
Division: 
Group-wide
Geography: 
All regions
5. Increase in climate disclosure 
requirements
	> Regulators and investors are 
demanding greater transparency 
on ESG and climate disclosures 
(eg transition plans, etc). 
	> Responding to current and 
emerging reporting obligations 
requires resources to meet 
compliance requirements, or risks 
facing fines and further 
reputational damage.
The Group, and some of its 
subsidiaries, are already subject to a 
range of climate-related compliance 
obligations. New mandates are 
already emerging which we must 
respond to. 
It is possible that further 
requirements or higher expectations 
will emerge over time, especially in 
a low-carbon transition, that will 
require further resources.
	> Continue to monitor climate-related 
legislation and applicability to the 
Group and its subsidiaries. 
	> Respond to reporting obligations in 
a streamlined manner, identifying 
synergies across mandates to ensure 
compliant responses with efficient 
allocation of resources.
Associated metrics: Scope 1, 2 and 3 
carbon emissions.
TCFD taxonomy: 
Physical acute risk
Division: 
Group-wide
Geography: 
All regions
6. Increase in extreme weather 
leading to damage to assets 
	> Gradual changes to climate and 
extreme weather events are 
expected to increase in the future. 
	> Costs to replace damaged 
equipment, or increased costs 
as a result of higher insurance 
premiums, if claims are made 
to replace damaged assets.
While the business has a global 
footprint, the Group has limited 
direct exposure to physical climate 
risks. We operate from a relatively 
small, leased, office portfolio.  
The Group has no significant 
exposure to other physical assets (ie 
no vehicle fleet, no manufacturing 
facilities, etc). 
This risk is most likely to manifest 
in the long term, under a higher 
warming scenario. Despite the 
minimal exposure to physical risks, 
the potential impacts could affect 
the Group across divisions and 
geographies.
	> Embed climate-related risks into 
business continuity plans. 
	> Ensure new data centre premises 
meet our current high-resilience 
standards.
Classification
Description of opportunity and impact
Climate scenario analysis
Plans to monitor and seize the opportunity 
Opportunities 
TCFD taxonomy: 
Transition 
products 
opportunity
Division:  
E&C only
Geography: 
All regions
1. Increase in demand for brokerage 
of low-carbon commodities
	> The transition to a low emissions 
economy will require enormous 
investment in technologies 
supporting renewable energy 
infrastructure and battery storage, 
for example. 
	> Higher demand for the 
commodities required for these 
technologies, or the energy 
sources themselves, may result in 
higher revenues if transaction 
volumes and values increase.
There is already demand for these 
commodities and other 
environmental asset classes. 
It is expected this will only grow in 
the medium-to-long term, and would 
be most significant in transition 
scenarios where demand for 
low-carbon solutions is higher. 
This opportunity is most relevant to 
E&C which brokers these 
commodities.
 
	> Leverage existing client 
relationships to identify 
opportunities to broker low-carbon 
solutions. 
	> Monitor trends and engage with 
clients to understand changing 
interests in asset classes.
Associated metrics: E&C revenue by 
asset class.
TCFD taxonomy: 
Transition 
products 
opportunity
Division: 
Parameta 
Solutions
Geography: 
All regions
2. Increase in demand for data 
associated with low-carbon 
solutions
	> Low-carbon and environmental 
asset classes are expected to 
become more prominent in a 
low-carbon transition. 
	> Demand for data on these asset 
classes will grow in importance in 
a similar way, alongside indices 
and benchmarks. 
	> Higher demand for data, indices 
and benchmarks is expected to 
drive increased revenue for 
Parameta Solutions.
We are already responding to 
increased demand, eg our recently 
launched Global Liquefied Natural 
Gas (‘LNG’) Pricing Service. 
The increase in demand for this data 
is already apparent and is expected 
to increase over time. 
This is relevant to Parameta 
Solutions which is delivering data, 
analysis and indices.
	> Proactively monitor market 
developments to expand our 
position as a major over-the-counter 
broker.
Quantitative climate scenario analysis
2023
We developed a quantitative climate scenario analysis approach  
to assess the potential financial impact of climate-related risks  
and opportunities on the Group. The scenario analysis focuses on 
two risks, and one opportunity, which were identified using a  
range of factors, including feedback from SLR, internal data  
availability, and the ability of the relevant climate scenarios to 
support quantification. 
The climate impacts selected for quantification include:
	> The potential changes to revenues derived from E&C brokerage 
as demand for the key asset classes (oil, power, coal, etc) 
increases, or decreases, through the energy transition (aligned to 
Risk #3, and Opportunity #1 in the table on pages 68 and 69); 
and
	> The potential future costs associated with damage to assets from 
climate change events which could increase in severity, or 
frequency, in the future (aligned to Risk #6 in the table on  
page 68).
Change in demand 
2024
The model draws from two primary sources of long-term global 
demand for energy; the IEA (used in the original model), and OPEC 
(a new addition for 2024). The IEA and OPEC present contrasting 
views on the future of fossil fuels, and the pace of the energy 
transition. In addition to the long-term energy outlooks from IEA 
and OPEC, we also considered a wide range of sources, including 
discussions with in-house experts at PVM with decades of 
experience in the oil market. We have taken these views into 
account in our assessment of the potential impact to our strategy 
and financial planning.
Our assessment considers the potential change in demand for 
different energy sources, and the commodities relevant to the 
low-carbon transition. The full list of climate scenarios used in our 
analysis is on page 66 of this report. The IEA data set covers energy, 
metals and minerals which broadly align with those brokered by 
E&C. The OPEC data set covers the main energy asset classes, 
including fossil fuels and renewables. Both data sets include coal, 
which generates a very small portion of total E&C revenue. 
We are asset-light; we lease our office premises and do not own or 
operate a vehicle fleet. We are not an investment bank or a lender 
with a loan book. Our primary business is brokerage, where 
volatility is a key driver of revenue generation. Modelling the 
effects of volatility – particularly volatility caused by climate 
change – is difficult to do reliably. Following SLR’s advice, our 
modelling uses a revenue-to-demand change ratio of 1:1 to test the 
impact of the scenarios on this risk and opportunity. This assumes 
that as demand for a particular energy source or commodity 
changes, the revenue increases or decreases at an equal rate. 
To assess the potential financial impacts, we overlayed changes in 
demand by asset class with associated 2024 revenues, across the 
different climate scenarios and time horizons. Under the IEA NZE 
2050 scenario (1.5°C), there is a pronounced decrease in fossil fuel 
demand, with growth in demand for electricity and the metals and 
minerals used in low-carbon technologies. IEA’s Announced Pledges 
Scenario (APS) (2°C) shows similar trends, but on a less significant 
scale. Finally, the IEA Stated Policies Scenario (STEPS) (2.6°C), 
generally considered to reflect the world’s current climate 
trajectory, shows an increase in demand for oil, gas, and power until 
around 2030, where oil demand will begin to decline. Gas and 
power demand will continue to increase beyond 2030, alongside 
increased demand for metals and minerals. OPEC Advanced 
Technology Scenario (<2°C) shows energy demand increasing over 
time, with a continuation in levels of oil demand and growth in 
renewables. Demand for gas and coal is expected to fall. OPEC 
Reference Case and Laissez-Faire Scenarios, while not temperature-
aligned, both expect energy and oil demand to grow over time, 
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
68
69
Strategic report

Task Force on Climate-related Financial Disclosures continued
with more significant growth under the Laissez-Faire Scenario. 
The analysis concluded that the net impact on brokerage revenues 
is expected to increase modestly in each of the climate scenarios 
considered, indicating that the opportunity may be greater than 
the risk.
Physical risks
Our 2024 disclosure on physical climate risk is based on two recent 
reviews conducted in 2022 and 2023. In line with the BEIS guidance, 
we will update this assessment in 2026. These assessments have 
focused on potential physical climate risks to infrastructure, caused 
by a range of extreme weather categories (ie water stress, heat 
stress, storms, and floods). 
Our approach includes both qualitative and quantitative factors, 
and conclude that most of our sites have low overall exposure to 
physical climate hazards, even under a high emissions future. Data 
centres are a critical part of our operational infrastructure. Ensuring 
our data centres are resilient to risks, including those arising from 
climate change, is an important part of our business continuity 
plans. The Group has strong mitigants in place to protect its data 
centre assets from damage, or from financial losses arising from 
damage to assets. Furthermore, the Group continues to transition 
from physical data centres, moving a greater proportion of its 
workload to the cloud. Taking these measures into account, the 
analysis concluded that the residual risk to the Group was 
negligible across all climate scenarios and time horizons.
The impact of climate-related risks and opportunities 
on our businesses, strategy, and financial planning
The qualitative and quantitative analysis confirms that the Group is 
not expected to be significantly impacted by climate-related risks. 
The analysis indicated that we may stand to benefit from climate-
related opportunities, given the potential for growth in asset classes 
relevant to the transition. But, given the range of permutations, and 
the various assumptions and estimates used in the analysis, we 
believe this assessment provides a potential sense of direction 
rather than any definitive, material, opportunity. Maintaining an 
agile approach across energy, commodity, and capital markets, is 
central to the resilience of our business. This positions the Group 
well to mitigate risk and capitalise on opportunities.
The output of the quantitative climate scenario analysis was used 
to assess the sensitivities on potential impacts to the financial 
forecasts used in goodwill impairment assessments, and the 
valuation of the relevant cash generating units (‘CGUs’). The 
assessment concludes that in ambitious climate scenarios, aligning 
with 1.5°C warming, the potential impacts are not significant or 
deemed financially material.
Turning to our financial performance, the results of the climate-
related financial assessment, which is based on the output of the 
quantitative climate scenario analysis, did not indicate a material 
financial impact to the Group under any of the climate scenarios or 
time frames used.
We recognise that climate-related risks are non-diversifiable risks, 
impacting businesses regardless of their size or sector, and that 
exposure could change and evolve over time. We are committed  
to the ongoing assessment of the potential impacts of climate-
related risks and opportunities to our business, both through  
the ERMF, and with periodic quantitative analysis in line with 
stakeholder expectations.
We have used the results of our climate change assessments to 
ensure that any relevant climate-related risks and opportunities  
are integrated into our ERMF and Risk Taxonomy, and are  
actively managed. 
Prioritisation and transition plans
We prioritise our climate-related risks and opportunities through 
the system of working groups described on page 65 of this report. 
This year, we have evolved our approach to the assessment of 
climate-related risks and opportunities by enhancing our 
quantitative climate scenario model to include an additional, 
complementary, data set (see page 69). The prioritisation of our 
identified climate-related risks and opportunities, originally 
produced in 2023, was reviewed by our divisional CFOs, and the 
TCFD Working Group, in 2024. No changes were made to either the 
risk or opportunity priority level, and they remain an accurate 
reflection of the key climate-related risks and opportunities  
for the Group.
Our approach to transitioning to a low-carbon economy centres 
around our carbon neutral ambition, and the steps we are taking to 
reduce the GHG emissions from our operations. The sustainability 
section of this report (pages 24 to 41) includes the outline of our 
transition plan. We are working towards developing a detailed 
transition plan aligned to the UK government’s Transition Plan 
Taskforce framework, which will be published in due course.
The resilience of our strategy, taking into consideration 
different climate-related scenarios, including a 2°C or 
lower scenario
We use scenario analysis to inform our understanding of the 
resilience of our strategy in uncertain climate futures. On pages 65 
to 70 we set out the approach used in our qualitative and 
quantitative scenario analysis, including the scenario sets used.  
The tables on page 67 to 69 include a description of our plans to 
monitor and manage each identified priority climate-related  
risk and opportunity. We keep our assessment under review, and  
will continue to return to it as part of our ongoing commitment  
to assessing and managing the impact of climate change on  
our business.
We are not immune from risks stemming from climate change. We 
generate income through broking. It is key, therefore, that the 
Group correctly recognises which elements of the business will grow 
or decline as clients, the economy, and governments adapt to the 
transition to a low-carbon economy. We are actively pursuing 
opportunities in this area, including a new strategic partnership 
with Amazon Web Services (‘AWS’), exploring opportunities to 
co-develop innovative sustainability-focused trading solutions  
(see pages 14 and 29).
Risk management
Processes for identifying and assessing 
climate-related risks 
Climate-related risks are identified, assessed, and managed within 
the overall scope of our group-wide ERMF. This includes: 
	> A review of the climate-related risks the Group is exposed to 
categorised in accordance with the Group’s risk taxonomy;
	> A review of the risk management requirements, as these relate to 
climate risks; and
	> An assessment of the Group’s current climate risk profile relative 
to risk appetite, including climate-related risks.
Risk identification 
Climate-related risks are incorporated into our ERMF to ensure a 
sufficiently broad consideration into the Group’s risk framework. 
Climate-related risks can crystallise across multiple categories 
within the Group’s risk taxonomy, as follows:
	> Business Continuity and Crisis Management Risk includes the risk 
that the Group fails to address appropriately physical or 
transition climate risk impacts on the Group, or third-party 
infrastructure and business continuity providers;
	> Regulatory Risk includes the risk that the Group fails to comply 
with current or emerging climate-related regulatory requirements 
in any of the jurisdictions in which we operate, with potential 
sanctions for non-compliance including fines, public censure, and 
associated damage to the Group’s reputation;
	> Credit Risk includes the risk that a counterparty defaults due to 
the direct or indirect impact of physical or transition climate risk; 
and
	> Strategic Risk includes the risk that the Group:
	
— Fails to respond effectively to the impact of physical or 
transition climate risk on client demand;
	
— Fails to address any long-term loss of operability, due to the 
impact of physical or transition climate risk impacts on the 
Group, its employees, third-party infrastructure providers or 
other key suppliers which fundamentally undermines the 
Group’s ability to operate its business models; or
	
— Incurs reputational damage caused by a failure to meet 
stakeholder expectations in relation to ESG strategy and 
performance (including climate change), leading to key 
stakeholders being unwilling to deal with the Group (including 
investors, clients, suppliers and employees).
Risk management framework requirements
The Board articulates the overall level of risk the Group is willing to 
accept for the various risks it faces within its Risk Appetite 
Statement, including climate-related risks. 
As part of the ERMF, the Group defines risk management 
requirements for its various risks. In relation to climate risks the 
Group will continue to embed the Climate Change Planning 
Framework and integrate climate considerations into BAU 
management processes and systems.
Risk assessment 
Through the ERMF, the Group principally assesses its risk profile on 
a forward-looking basis and it seeks to identify any potential 
changes to its risk profile over the short and medium term. 
Discussions with management across the business confirmed that 
applying climate-related risk considerations to our existing risks has 
not materially changed this assessment of their risk profile. We do 
not foresee any probable climate change-related risk consideration 
crystallising in the next 12 months that will materially affect our 
business. However, in line with the results of our detailed climate 
scenario analysis undertaken in 2023, the Group has identified 
climate-related risks that could lead to a change in risk profile over 
the longer term. These include potential transition risk impacts to 
the Group, and more specifically to the E&C division. 
The Group operates a formal issue management process across the 
three lines of defence to manage any issues which could materially 
impact the Group’s risk profile, including climate-related risk. In 
determining the appropriate response, the Group will prioritise its 
remediation activity according to the potential impact of each 
relevant risk.
How climate-related risks are identified, assessed, 
managed, and integrated into the organisation’s 
overall risk management 
We manage climate-related risks within the scope of our overall 
existing ERMF. Please see pages 59 to 60 for more details.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
70
71
Strategic report

Task Force on Climate-related Financial Disclosures continued
Metrics and targets
The metrics used to assess climate-related risks and 
opportunities in line with our strategy and risk 
management process
We use the TCFD’s cross-industry climate-related metric categories 
to establish the relevant and proportionate metrics for our 
reporting. Due to the increased stakeholder interest in climate 
change, and in particular measurement and management of Scope 
1, 2 and 3 emissions, we consider these metrics to be relevant for this 
disclosure. We also use E&C revenues by asset class as an internal 
metric for risk and opportunity monitoring. We will keep these 
metrics under review as we further develop our response to the 
identified risks and opportunities.
We follow the GHG Protocol in calculating and, where necessary, 
extrapolating our emissions. We report our corporate emissions 
under the operational control method. We therefore account for 
100% of the GHG emissions where we have operational control. 
This includes the Group and its subsidiaries, but excludes joint 
ventures where we do not have operational control, and associates.
Building emissions and business travel data was collected as part of 
SECR compliance covering 1 January 2024 – 31 December 2024. 
This data covered building energy use, refrigerant use, business 
travel and waste.
Purchased Goods & Services emissions were calculated using the 
environmentally extended input-output (‘EEI/O’) table method 
based on emissions per GBP spend. We measure, and report, our 
emissions for Scope 1, 2 and six of the 15 Scope 3 GHG emission 
sub-categories. We do not report on nine out of the 15 Scope 3 GHG 
categories because we do not have any emissions, or any significant 
emissions, in these areas. The services we provide – for example, 
trade execution and advisory – do not generate their own emission 
streams. Therefore, emissions from Downstream and Upstream 
Distribution and Transportation, and Processing, Use or End-of-Life 
Treatment of Sold Products are not relevant. Our business does not 
operate on a franchise model, and as a result, we do not disclose 
any emissions in the Franchises Scope 3 sub-category. We have not 
yet calculated emissions from our investments in associates, 
however we anticipate these to be minimal. We will conduct a 
thorough assessment on this in 2025, with a view to reporting on 
the Scope 3 Investments sub-category from next year. 
Scope 1, Scope 2 and Scope 3 GHG emissions
Our total emissions equalled 52,438tCO₂e. This equates to a 9% 
reduction compared to the previous year. Notably, we reduced our 
Scope 1 and Scope 2 emissions by 27% year-on-year. 68% of our 
total emissions stem from Scope 3 Purchased Goods & Services.
Building on the progress made in recent years to improve 
environmental data collection, this year we agreed a new 
partnership with Watershed, a leading sustainability platform  
for emissions measurement and reporting. We use Watershed’s 
platform to support our environmental data collection  
and disclosures. 
Other metrics
In 2023, we assessed our sensitivity to carbon pricing to understand 
the relevance and applicability of potential carbon costs directly 
and indirectly on the Group. This assessment considered the current 
and potential changes to carbon pricing mechanisms, and any 
potential impact on the Group. The Group is asset light and does 
not conduct emissions-intensive business operations. We are not 
subject to a carbon tax and given our small emissions profile, we do 
not expect to be subject to a tax in the future. Incremental increases 
in the cost of procured goods and services are also not expected to 
be significant. At the time, the assessment concluded that the 
Group is not sensitive to carbon pricing. As there have been no 
significant changes to the Group this year in relation to its  
structure, or markets and jurisdictions served, this also remains  
the case for 2024. 
Performance-related metrics are included in the Company’s 
remuneration approach for Executive Directors for the execution of 
key deliverables, regulatory or otherwise, in relation to climate 
change. Their bonus is determined 70% based on financial 
performance and 30% based on performance against a scorecard 
of non-financial objectives. The attainment of certain ESG targets is 
assessed as part of the non-financial element of the bonus. Further 
details are included in the Report of the Remuneration Committee 
on pages 131 to 133. 
Targets used to manage climate-related risks and 
opportunities, and performance against these targets
Scope 1 and 2 – Target and road map
To help meet the net zero ambition set by the UK government, our 
absolute emissions target is to be carbon neutral across both Scope 
1 and Scope 2 emissions by the end of 2026. On Scope 1 and 2, we 
continue to make progress with emissions reducing 27% in the year. 
This performance has been driven by our ongoing office and data 
centre consolidation programme, which is a core element of our 
emissions reduction strategy (see page 28 for further detail). We 
also transitioned to a new provider (Watershed) with some one-off 
differences in approach between it and the legacy supplier 
contributing to the reduction. Our focus between now and the end 
of 2026 is to (a) continue with our office and data centre 
consolidation, and (b) implement actions to promote energy 
efficiency, including working with our landlords.
Scope 3
Emissions from Purchased Goods & Services, or our supply chain, 
remain the most significant element of our carbon footprint.  
We recognise the importance of deepening our understanding  
of the sources of these emissions, and working with our suppliers  
to reduce them. This year, the calculation of our Scope 3 footprint 
utilises Watershed’s supplier-specific emissions factors where 
possible. These emissions factors allow for a more precise 
calculation of the greenhouse gas emissions associated with a 
specific supplier’s products or services, rather than relying on 
industry or category averages. 
Our core suppliers are at different stages of their reporting journeys, 
and we have not engaged the entirety of our supply chain. We will 
continue to engage with them to, (a) pursue a better-quality Scope 
3 emissions footprint and, (b) develop a deeper understanding of 
their plans to address their emissions. We note, however, that six of 
our top ten suppliers have published commitments to be net zero by 
2050. Against this backdrop, we have no plans to set a Scope 3 
emissions reduction target at this time, and will continue to engage 
with our key suppliers about their net zero plans.
Carbon emissions1
Total
Global
AMER
APAC
EMEA
2024²
2023
2024²
2023
2024²
2023
2024²
2023
2024²
2023
Scope 1 t/CO₂e
912
1,442
239
1,157
46
–
627
286
Of which from Fuel 
Consumption
685
1,288
165
1,074
–
–
521
214
Of which from Fugitive 
Emissions
226
155
74
83
46
–
106
72
Scope 2 (location-
based) t/CO₂e – 
Purchased Electricity, 
Heat or Steam
4,691
6,182
1,804
3,176
1,691
1,922
1,196
1,085
Scope 2 (market-based) 
t/CO₂e – Purchased 
Electricity, Heat or 
Steam
3,409
5,998
1,662
3,147
1,491
1,935
256
916
Scope 3 t/CO₂e
46,835
50,099
Of which Purchased 
Goods & Services 
(incl. Capital Goods)
35,422
38,583
35,422
38,583
–
–
–
–
–
–
Of which Fuel & Energy
1,454
2,244
–
–
512
1,278
450
578
493
388
Of which Waste 
Disposal
473
2,052
–
–
143
1,190
121
523
210
340
Of which Business Travel
4,624
3,344
641
63
886
796
1,272
992
1,825
1,492
Of which Employee 
Commuting
4,842
3,876
–
–
2,087
1,518
1,097
1,109
1,659
1,247
Of which Upstream 
Leased Assets
20
–
–
–
–
–
12
–
7
–
Total t/CO₂e
52,438
57,723
36,063
38,646
5,671
9,115
4,688
5,124
6,016
4,838
1 	
Due to rounding, the sum of individual emissions categories or regional breakdowns may not exactly match the reported emissions totals. 
2 	 This year, we changed our carbon emissions reporting supplier. It uses a different estimation methodology for fugitive emissions, fuel and electricity consumption, and 
emissions from waste disposal. See pages 28 and 72 for further information. 
An independent third party has calculated the above greenhouse gas emissions estimates to cover all material sources of emissions for 
which the Group is responsible. The methodology used was that of the ‘Greenhouse Gas Protocol: A Corporate Accounting and Reporting 
Standard (revised edition, 2015)’. Responsibility for emissions sources was determined using the operational approach. All emission sources 
required under the ‘Companies, Partnerships and Groups (Accounts and non-financial reporting) Regulations 2016’ are included.
Energy consumption (‘SECR’) 
Current reporting year  
1 January 2024–31 December 2024
Comparison reporting year  
1 January 2023–31 December 2023
UK
Global 
(excluding UK)
UK
Global (excluding 
UK)
Energy consumption used to calculate Scope 1 emissions (kWh)
2,449,507
1,194,097
1,110,505
5,983,697
Energy consumption used to calculate Scope 2 emissions (kWh)
4,374,272
10,045,336
4,010,312
15,205,266
Energy consumption used to calculate Scope 3 emissions (kWh)
3,312,446
15,964,431
5,744,540
6,756,708
Total energy consumption based on the above (kWh)
10,136,225
27,203,864
10,865,358
27,945,671
Intensity ratio: tCO₂e (gross Scope 1, 2,+3 Business Travel) per employee
1.90
2.06
The above table and supporting narrative on page 28 summarise the Streamlined Energy and Carbon Reporting (‘SECR’) disclosure in line 
with the requirements for a quoted company, as per The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and 
Carbon Report) Regulations 2018. The disclosure also extends beyond the scope of a quoted company and includes emissions intensity 
from Scope 3 Business Travel, including air and taxi.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
72
73
Strategic report

75
74
Governance 
report
In this section
76	
Governance at a glance
78 
Board Chair’s governance letter
80	
Board of Directors
84	
Compliance with the Code
86	
Corporate governance report
96	
Report of the Nominations & 
Governance Committee
102 Report of the Audit Committee
108 Report of the Risk Committee
112	
Report of the Remuneration 
Committee
142	 Directors’ report
145	 Statement of Directors’ 
responsibilities
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
74
75
Governance

1
8
9
5
2
3
4
6
7
1
8
9
5
2
3
4
6
7
Governance at a glance
Our governance framework
Provides strategic 
leadership.
Determines the 
Group’s purpose, 
values and strategy 
and ensures these 
are aligned with 
the culture.
Ensures the 
necessary resources 
are in place to meet 
Company 
objectives and 
measure 
performance 
against them. 
 
Ensures that 
controls and risk 
management 
systems are 
rigorous and 
effective 
throughout the 
organisation. 
 
 
Determines  
the Group’s risk 
appetite and 
nature and extent 
of the principal 
risks and considers 
other matters 
escalated from  
the Board’s Risk 
Committee.
Determines what 
matters are 
reserved for the 
decision of the 
Board.
The Board
Has principal responsibility for promoting the long-term sustainable success of the Company,  
generating value for its shareholders and contributing to wider society.
Key responsibilities
Group Operating Committee
	> Oversees the performance of support functions, significant Group projects and initiatives including 
oversight of budget and cost.
	> Monitors operational risk within support functions, including reviewing and approving support 
function policies and potential change initiatives.
Group Executive 
Committee
	> Defines and refines 
strategic proposals 
including the  
ESG strategy. 
	> Reviews performance 
and success against 
Group strategy.
	> Reviews and 
recommends 
governance proposals 
and promotes cultural 
development of the 
Group.
Nominations & 
Governance
	> Oversees the structure, size 
and composition of the 
Board and its Committees, 
including the Group’s UK 
regulated boards.
	> Ensures robust succession 
plans are in place.
	> Oversees the performance 
evaluation of the Board and 
its Committees.
Remuneration 
	> Develops, maintains and 
recommends transparent 
remuneration policies and 
practices to support the 
Group’s strategy and 
long-term success.
Risk
	> Reviews and makes 
recommendations on  
the Group’s risk appetite,  
risk principles and policies 
ensuring these are 
reasonable and 
appropriate for  
the Group. 
	> Oversees climate-related 
risks in accordance with 
TCFD requirements. 
Audit
	> Ensures the governance and 
integrity of financial 
reporting and disclosures, 
and reviews the controls  
in place.
	> Oversees the internal  
audit function and the 
relationship with the 
external auditors.
	> Maintains oversight  
of the Group’s TCFD  
deliverables plan.
Group Risk and Compliance Committee
	> Provides executive oversight of the Group’s enterprise risk management framework and monitors 
conduct and compliance within the Group.
	> Makes recommendations to the Group Executive, Risk and Audit Committee as appropriate.
Group Strategy Committee
	> Develops proposals on the Group’s future strategy for consideration by the Group Executive 
Committee.
	> Considers potential impacts of changes in the Group’s operating environment and competitive 
positioning, ‘horizon scanning’ for emerging opportunities and threats.
Executive Leadership
The Board has delegated responsibility for delivery of the Group’s strategy to the Chief Executive Officer who works with  
the wider senior executives and management team to deliver the day-to-day operational performance of the business.
Read more
See page 96 for more.
Read more
See page 112 for more.
Read more
See page 108 for more.
Read more
See page 102 for more.
Our Board diversity at a glance
Sex
Board 
members
% of the 
board
Number of 
senior 
positions on 
the board*
Number in 
executive
 management1
% of executive 
management
Men
6 
60%
3
11
61%
Women
4
40%
1
7
39%
Other categories
Not specified/prefer not to say
N/A
N/A
N/A
N/A
N/A
Compliance
UK Listing Rule requirement 
Outcome
Group’s position as at 31 December 2024
At least 40% of Board directors are women
Target met
40% of Board Directors were women.
At least one senior Board position held  
by a woman*
Target met
The position of Senior Independent Director is held  
by a women. 
At least one Board Director from a minority  
ethnic background
Target met
One Board Director is from a minority  
ethnic background.
1	
Includes the Group Company Secretary 
*	
Senior Board position is CEO, CFO, Chair or Senior Independent Director.
2023
2024
1 Routine matters including unminuted discussion
12%
12%
2 CEO updates
13%
12%
3 CFO updates including dividend, tax matters and 
investor relations
19%
17%
4 Business/management presentations and updates 
including operations and technology
23%
24%
5 Risk management and audit including Brexit
4%
1%
6 Legal and Compliance
7%
6%
7 Strategy including corporate transactions
12%
18%
8 Corporate governance and policies
5%
5%
9 Employees, ESG, culture and stakeholders
5%
5%
Our Directors bring diversity of skills, knowledge, experience and outlook which we believe creates greater value,  
leads to better decision-making and promotes the long-term sustainable success of the Company. 
Board and executive management diversity disclosures UK Listing Rule 6.6.6(10)
UK Listing Rule 6.6.6(9)
How the Board spent its time during the year in scheduled meetings
Board meetings held during the year
Ethnicity
Number of 
Board members
% of 
the Board
Number of 
senior positions 
on the Board*
Number in 
Executive
 management1
% of Executive 
management 
White British or other White (including minority-white groups)
9
90%
4
12
67%
Mixed/Multiple Ethnic Groups
–
–
–
–
–
Asian/Asian British 
1
10%
–
–
–
Black/African/Caribbean/Black British 
–
–
–
–
–
Other ethnic groups
–
–
–
1
5%
Not specified/prefer not to say
–
–
–
5
28%
8
Number of scheduled Board meetings
1
Number of ad hoc Board meetings
99%
Board meeting attendance
2023
2024
TP ICAP GROUP PLC Annual Report and Accounts 2024
77
Governance
Annual Report and Accounts 2024
TP ICAP GROUP PLC
76

Richard Berliand 
Chair, Nominations &  
Governance Committee
Board Chair’s governance letter
In January 2025, having served as Independent Non-executive 
Director of the Board for seven years, Michael Heaney announced 
he will retire from the Board with effect from 31 October 2025, 
following completion of Stuart’s induction and handover process. 
Ahead of Michael’s departure, I would like to take this opportunity, 
on behalf of my Board colleagues, to thank Michael for his 
contribution to the Board.
The effectiveness of the Board is regularly assessed and monitored 
through the Nominations & Governance Committee. The 2024 
Board Performance review undertaken in Q1 2025, determined that 
the Board and its Committees continue to operate effectively and I 
am pleased to report that each Director’s individual performance 
and contribution to the Board remains effective and I would like to 
thank them for their continued commitment to their roles.
Read more
For more detail on Board and Committee effectiveness, see 
pages 93 to 95.
Details of the role and activities of each of the Board’s Committees 
can be found under their respective reports:
	> Nominations & Governance Committee page 96;
	> Audit Committee page 102;
	> Risk Committee page 108; and
	> Remuneration Committee page 112.
Alongside corporate governance, the Board acknowledges its other 
key responsibilities, in particular in relation to ESG matters. During 
the year, the Board reviewed the climate related risks; exercising its 
governance obligations under the TCFD. The Board were kept 
informed of sustainability linked regulatory requirements and, in 
particular, the preparations underway to meet the Corporate 
Sustainability Reporting Directive. Tracy Clarke is the Board 
appointed ESG Engagement Director and helps ensure the Board 
considers the environmental and societal impact of its decisions 
alongside other key stakeholders.
Read more
For more detail on the Group’s sustainability activities, see the 
Sustainability section of this report on pages 24 to 41.
During 2024, the Board focused on, among other matters, the 
Group’s results, corporate (including regional) strategy, Fusion, 
and other projects. In addition to these items of focus, the Board 
approved two further buyback programmes of £30m each  
(in March and August 2024) in order to reduce the capital of the 
Company and meet obligations under employee share schemes. 
Approval of these buyback programmes highlights the Board’s 
continued confidence in the future prospects of the Group. 
In August 2024, the Group announced the launch of a Board 
approved three-year transformation programme to release at least 
£50m of surplus cash through more legal entity consolidations, and 
generate £50m of annualised cost savings through focused 
operational excellence initiatives. 
Read more
Further detail on the key items discussed and time spent by the 
Board on these and other matters is set out in the Corporate 
governance report on pages 86 to 95.
The Board is committed to actively engaging with our stakeholders 
to ensure their interests are considered in Board discussions and to 
aid strategic decision-making. Our stakeholders are integral to the 
success of the Company and we are committed to creating 
sustainable value and a shared outcome for all. Throughout the 
year, the Board received regular updates on shareholders, including 
their feedback and key areas of focus. In May, November, and 
December 2024, I held engagement meetings with our largest 
shareholders on matters such as achieving value recognition and 
the Remuneration Policy. I am available to meet with shareholders 
at any time prior to our forthcoming AGM. 
Dear fellow shareholder,
On behalf of the Board, I am pleased to present the Corporate 
governance report, for the year ended 31 December 2024.
The Board, together with its Committees, is responsible for 
establishing and upholding sound and effective corporate 
governance across the Group. A strong governance framework, 
supported by robust systems and processes, aligned with the 
Group’s purpose, values and culture, enables the Board to make 
agile and well-informed decisions to support the continued success 
of the Group and create long-term sustainable value. 
‘The whole is greater than the sum of its parts’. As such, the 
structure, size and composition of the Board and its Committees is 
kept under constant review to ensure the Board has the right 
balance of diversity; in its broadest sense, knowledge, skills and 
experience to respond to any challenges or opportunities which 
may arise and to achieve the Group’s strategic priorities. In this 
regard, the Board engaged an external executive search agency to 
seek an Independent Non-executive Director to join the Board and I 
am pleased to welcome Stuart Staley who will join the Board from  
1 June 2025. Stuart brings substantial experience from his executive 
career and directorship roles and will be a great addition to  
our Board.
Read more
You can read more on Stuart’s appointment to the Board in the 
Nominations & Governance Committee report on page 96.
Our three dedicated Workforce Engagement Non-executive 
Directors ensure the Board is kept informed of matters of interest 
and concerns from employees across the Group and, together with 
the annual workforce engagement survey ‘MyVoice’, enables the 
employee voice to be heard in the Boardroom. The Board, through 
the Nominations & Governance Committee reviewed the feedback 
and outcomes of the 2024 MyVoice survey which had an 
encouraging 70% response rate; up 3% compared to the prior year. 
The survey revealed a strong understanding of strategy and values 
with 70% of respondents stating they would recommend TP ICAP 
as a great place to work. 
Read more
For more on stakeholder engagement activities  
see pages 54 to 57.
The Board aims to foster an open and collaborative culture based 
on our mission and purpose supporting decisions that are best for 
our shareholders, while having regard to the interests of all 
stakeholders. During the year, the Board reviewed and approved 
an enhanced global employee Code of Conduct reflecting the 
Group’s and Board’s commitment to embedding and upholding 
high ethical standards and integrity in all aspects of our operations 
and business, in line with our Triple-A values: Accountability, 
Adaptability, Authenticity. 
Read more
Further details on our purpose, vision and mission can be found 
in the Sustainability section on page 20.
I believe the Board and Senior Executives, together with the robust 
governance framework, are well placed to lead the Group through 
2025 and beyond. I would like to thank my Board colleagues, the 
senior team and our wider colleagues across the Group for their 
dedication, hard work and focus.
Our 2025 AGM will be held on 14 May 2025 at 2.15 pm BST. Full 
details including the resolutions to be proposed to our shareholders 
can be found in the Notice of AGM which will be made available on 
our corporate website.
My fellow Directors and I look forward to meeting shareholders at 
the AGM and welcome your feedback.
Richard Berliand
Board Chair
11 March 2025
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
78
79
Governance

Board of Directors
Our Directors bring diversity of skills, 
knowledge, experience and outlook 
which we believe creates greater value, 
leads to better decision-making and 
promotes the long-term sustainable 
success of the Company. 
Kath Cates 
Senior Independent Director
Risk Committee Chair
Appointed
19 March 2019 and Chair  
with effect from 15 May 2019
Appointed
1 February 2021
Appointed
10 July 2018
Appointed
10 July 2018
Committee appointments
N  R  
 
Committee appointments
A  N  Ri 
Committee appointments
None
Committee appointments
None
Board skills and experience 
Richard combines a detailed understanding 
of the financial services industry and its 
challenges and opportunities with a diverse 
range of senior board leadership 
experience, having held roles as Senior 
Independent Director and Deputy Chair at 
other listed financial institutions. Through 
his broad business experience and previous 
external roles Richard brings extensive 
external insight, a deep understanding of 
relevant issues and the strong corporate 
governance expertise required to lead an 
effective Board and develop its strategy. He 
also brings considerable experience of 
engagement with key stakeholders of the 
business.
Board skills and experience 
Kath brings to the Board a wealth of 
experience in global financial services with 
over 25 years in executive roles based in 
Hong Kong, London, Singapore and Zurich. 
Her responsibilities spanned risk, legal and 
compliance, operations, IT, brand, HR and 
strategy. More recently as a Non-executive, 
Kath has gained broad experience on the 
main boards of a number of companies, 
chairing board committees and acting as 
Senior Independent Director. Kath is a 
current member of Chapter Zero and was 
appointed our Senior Independent Director 
in March 2023.
Board skills and experience 
Nicolas’ extensive experience across the 
global broking industry complements his 
in-depth knowledge of the Group’s 
operations and markets, and enables him to 
lead the business and be a key contributor 
to the Board. Nicolas continues to lead the 
implementation and development of the 
Board’s strategy and identifies new 
opportunities for the continued future 
growth of the business. He maintains a 
productive dialogue with institutional 
investors and other key stakeholders of  
the business.
Board skills and experience 
Robin brings to the Board financial 
expertise coupled with strong leadership 
skills developed, both within TP ICAP and 
the wider industry, over the past 25 years. 
His comprehensive knowledge of the 
financial position of the Group enables him 
to make a strong contribution to the Board 
and when engaging with investors and 
other stakeholders. He helps to drive the 
operational performance of the business, 
dynamic capital management of the Group 
and provides valuable expertise in financial 
risk management.
Career 
Richard had a 23-year career at J.P. Morgan 
where he served most recently as Managing 
Director leading the global cash equities 
and prime services businesses. He was 
previously a member of the board of 
directors of Rothesay Life plc and a member 
of Deutsche Börse AG’s Supervisory Board.
Career 
Kath was previously Global COO, 
Wholesale Banking for Standard Chartered 
Bank plc. Prior to that, Kath spent over 20 
years at UBS in a variety of senior roles 
including Global Head of Compliance. Kath 
was previously a Non-executive Director 
and Chair of the Risk Committee of Brewin 
Dolphin Holdings plc, and a Non-executive 
Director and Remuneration Committee 
Chair of RSA Insurance Group plc.
Career 
Nicolas has held senior managerial roles at 
MATIF (later Euronext), FIMAT (part of 
Société Générale Group) and most recently 
prior to joining TP ICAP, as Chief Executive 
of Newedge Group. Before his current 
appointment, he was CEO of TP ICAP’s 
largest business, Global Broking. Nicolas 
has also held directorship roles in Europe, 
Asia and the Americas at the Futures and 
Options Association (UK), Futures Industry 
Association (USA), Citic/Newedge (China) 
and Altura (Spain).
Career 
Robin started his career at Arthur Andersen 
and after that he spent 13 years at Dresdner 
Kleinwort where he was director and deputy 
head of tax. He joined the Group originally 
as Head of Tax in 2003 and has since held 
the roles of Head of Group Finance and Tax, 
Group Financial Controller and Deputy 
Chief Financial Officer.
External appointments 
Senior Independent Director and member 
of the Remuneration, Nomination and 
Audit & Risk Committees of Man Group plc. 
Chair of Saranac Partners Limited.
External appointments 
Non-executive Director, Remuneration 
Committee chair, and member of the Audit 
and Nomination Committees of United 
Utilities Group plc. Independent Non-
executive Director of two regulated 
subsidiaries, and also Audit Committee 
chair of one, in the Columbia Threadneedle 
Group. Chair of the Board of Brown Shipley 
& Co Limited. 
External appointments 
None
External appointments 
None
Richard Berliand 
Board Chair
Nicolas Breteau 
Executive Director and  
Chief Executive Officer
Robin Stewart
Executive Director and  
Chief Financial Officer
A  Audit Committee
N  Nominations & Governance Committee
R  Remuneration Committee
Ri Risk Committee
 Chair
 Member
W Workforce Engagement Director
E  ESG Engagement Director
External appointments: all listed and regulated external appointments are disclosed.
2024 Board attendance at scheduled meetings
Board skills and experience as identified by the Board
Director
Meetings attended
Richard Berliand
8/8
Nicolas Breteau
8/8
Kath Cates
8/8
Tracy Clarke
8/8
Angela Crawford-Ingle
8/8
Michael Heaney1
7/8
Mark Hemsley
8/8
Philip Price
8/8
Robin Stewart
8/8
Amy Yip
8/8
1	
Michael Heaney was unable to attend the 29 November 2024 Board meeting due to a prior conflict.
Score
%
1 Banking
26
79%
2 Trading/broking
26
79%
3 Accounting
19
58%
4 Operational
20
61%
5 Digital and technology
15
45%
6 Regulatory
27
82%
7 Risk management
25
76%
8 Audit
20
61%
9 Strategy
25
76%
10 Corporate governance
26
79%
11 Corporate transactions 
23
70%
12 Remuneration
22
67%
Note: The ‘Score’ of skills, knowledge, experience held by each Director is assessed utilising a 0-3 rating (0: None | 1: 
Can Navigate | 2: Competent | 3: Expert) on an individual basis, providing a maximum score of 30 per item.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
80
81
Governance

Board of Directors continued
Tracy Clarke 
Independent Non-executive Director
Remuneration Committee Chair
Appointed
3 September 2018
Appointed
1 January 2021
Appointed
16 March 2020
Committee appointments
None
 
Committee appointments
N  R  E  
Committee appointments
A  N  Ri 
Board skills and experience 
Philip has over 35 years’ experience gained 
in senior executive roles in the corporate 
and financial services sector. His knowledge 
and expertise enables him to bring a 
valuable perspective to the Board’s 
consideration of risk, governance, legal and 
compliance issues and he is able to provide 
the Board with insight as to the dynamic 
and complex regulatory environment in 
which TP ICAP operates. Having spent his 
career variously in London, Europe and 
Asia, Philip also brings an understanding 
and insight into a number of the Group’s key 
operating markets.
Board skills and experience 
Tracy brings to the Board considerable 
international banking and financial 
services experience spanning 35 years, most 
recently serving as a Director of Standard 
Chartered Bank U.K. for seven years. Her 
non-executive appointments, including as 
Chair of the Remuneration Committee, 
previously for eaga plc and Sky plc, and 
currently for Haleon plc and Starling Bank, 
demonstrate her suitability to chair the 
Remuneration Committee. Tracy also has 
relevant experience in the area of ESG, 
having previously been responsible for 
Corporate Affairs and Sustainability at 
Standard Chartered and being a current 
member of Chapter Zero, which is valuable 
in her role as ESG Engagement Director.
Board skills and experience 
Angela brings substantial experience to the 
Board, both from her executive career, as 
well as from her other Non-executive 
Director roles in financial services. She is a 
Fellow of the Institute of Chartered 
Accountants in England and Wales and 
delivers scrutiny and oversight to the Board 
from her extensive experience of audit of 
multi-national and listed companies.
Career 
Prior to joining the Group as Group General 
Counsel and Global Head of Compliance in 
2015, Philip held senior executive roles in 
UK-listed companies, investment banks and 
the alternative investment sector. Philip is 
admitted as a Solicitor of the Senior Courts 
of England & Wales.
Career 
As well as having been Director of Standard 
Chartered Bank U.K. from January 2013 
until 31 December 2020, Tracy served as 
Non-executive Director of Standard 
Chartered First Bank in Korea, Zodia 
Holdings Limited and Zodia Custody Ltd. 
She has also chaired the boards of Standard 
Chartered Bank AG and Standard 
Chartered Yatirim Bankasi Turk A.S. She 
was also Non-executive Director of Inmarsat 
plc, China Britain Business Council and 
TheCityUK. 
Career 
Angela, a chartered accountant, was a 
Partner specialising in financial services at 
PricewaterhouseCoopers for 20 years, 
during which time she led the Insurance and 
Investment Management Division. She has 
previously served in Non-executive Director 
roles at Beazley plc, Swinton Group Limited, 
Openwork Holdings, and River and 
Mercantile Group plc.
External appointments 
None
External appointments 
Senior Independent Director and 
Remuneration Committee Chair of Starling 
Bank Limited. Non-executive Director  
and Remuneration Committee Chair  
of Haleon plc.
External appointments 
Council Member and Chair of the Audit 
Committee of Lloyd’s of London Limited. 
Non-executive Director and member of the 
Audit and Risk Committees of Lloyd’s 
Insurance Company SA. Independent 
Non-executive Director and Chair of the 
Audit Committee for both MUFG Securities 
EMEA plc and the London branch of MUFG 
Bank Ltd.
Appointed
15 January 2018
Appointed
16 March 2020
Appointed
1 September 2023
Committee appointments
N  R  Ri W 
 
Committee appointments
N  Ri W 
Committee appointments
A  N  R  W 
Board skills and experience 
Michael brings to the Board significant 
knowledge of financial markets, both in the 
USA and the UK, as well as expertise in 
international financial management from 
his long career in financial services. His prior 
experience of operations and risk 
management at senior level was invaluable 
in his role as interim Chair of the Risk 
Committee. Michael was also our Senior 
Independent Director from May 2021 to 
March 2023. As Workforce Engagement 
Director, his perspective ensures that he 
understands and brings the views of 
employees in the Americas region to  
Board discussions.  
 
Board skills and experience 
Mark draws on his extensive experience of 
capital markets and exchanges from his 
executive career in the industry. His 
knowledge of large-scale technology 
infrastructure, operations and oversight of 
operational transformation in several 
international exchanges and trading 
platforms is invaluable to the Board. As 
Workforce Engagement Director for EMEA, 
Mark’s engagement with colleagues brings 
the perspectives of EMEA employees to 
Board discussions. 
Board skills and experience 
Amy has a deep understanding, extensive 
skills and experience in asset management, 
banking, insurance, and regulation 
following a career spanning more than 45 
years with global players in China and 
South-east Asia. She was formerly a 
member of the Supervisory Board of 
Deutsche Börse AG, Temenos Group AG, 
Fidelity Funds, and an Executive Director of 
Reserves Management at the Hong Kong 
Monetary Authority. Amy continues to act 
as an adviser to Vita Green, Hong Kong. 
Since 2011, Amy has been a founding 
partner of RAYS Capital Partners, a SFC 
registered Hong Kong based investment 
management company specialising in 
Asian capital markets. 
Career 
During a distinguished career, Michael 
served as Global Co-Head of the Fixed 
Income Sales and Trading Division for 28 
years at Morgan Stanley, both in New York 
and London. He was also a member of 
Morgan Stanley’s Operating, Management 
and Risk Management Committees. Until 
recently Michael served as a Non-executive 
Director of Legal & General, Investment 
Management Americas, and Chairman of 
the US Securities and Exchange Commission 
Fixed Income Market Structure Advisory 
Committee.
Career 
Mark was President of Cboe Europe until his 
retirement in early 2020. Prior to that he 
was Chief Executive Officer at Bats Global 
Markets in Europe, Managing Director, 
Market Solutions at LIFFE and Managing 
Director Global Technology at Deutsche 
Bank GCI. Mark was also a board member 
of EuroCCP NV and was a member of the 
ESMA Securities and Markets Stakeholder 
Group and Securities and Markets 
Consultative Working Group.
Career 
From 2006 to 2010, Amy was Chief 
Executive Officer of DBS Bank (Hong Kong) 
Limited, Head of its wealth management 
group and previously Chair of DBS asset 
management. Prior to that, Amy held 
various senior positions at the Hong Kong 
Monetary Authority, Rothschild Asset 
Management and Citibank Private Bank. In 
Amy’s early career she worked for a number 
of leading global financial institutions 
including the Morgan Guaranty Trust 
Company of New York.
External appointments 
Chairman of Deutsche Bank USA and 
Deutsche Bank Trust Company Americas.
External appointments 
None
External appointments 
Independent Non-executive Director and 
Audit Committee member of Prudential plc. 
Non-executive Director and Asia Advisory 
Board member of EFG International AG 
(including its subsidiary, EFG Bank AG). 
Non-executive Director of AIG Insurance 
Hong Kong Limited. Founding partner of 
RAYS Capital Partners Limited.
Philip Price
Executive Director and  
Group General Counsel
Angela Crawford-Ingle 
Independent Non‑executive Director 
Audit Committee Chair 
Michael Heaney 
Independent Non-executive Director 
Mark Hemsley 
Independent Non‑executive Director 
Amy Yip
Independent Non-executive Director
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
82
83
Governance

Compliance with the Code
Corporate Governance Statement 2024 
This Corporate Governance Statement, as required by 
the UK Financial Conduct Authority’s Disclosure 
Guidance and Transparency Rules 7.2 (‘DTR 7.2’), 
together with the rest of the Corporate governance 
report and the Committee reports, forms part of the 
Report of the Directors and has been prepared in 
accordance with the Corporate Governance Code 2018 
(the ‘2018 Code’). A copy of the 2018 Code can be found 
on the Financial Reporting Council’s website:  
www.frc.org.uk.
The Company considers that it has fully complied with 
the principles and provisions of the 2018 Code during 
the financial year ended 31 December 2024 and the 
following pages outline how it has done so. 
The FRC has advised changes to the Code which will 
apply to financial years beginning on or after the 1 
January 2025 (the ‘2024 Code’). The Board will consider 
the appropriate response to these changes, including 
the ‘Audit Committees and External Audit: Minimum 
Standard’ in the Group’s 2025 Annual Report. 
This Corporate Governance Statement 2024 is 
approved by the Board of Directors and signed on its 
behalf by the Chair and the Group Company Secretary.
Richard Berliand
Chair
11 March 2025
Vicky Hart
Group Company Secretary
11 March 2025
The layout of the Corporate governance report follows the structure 
of the principles of the Code and illustrates how the Code principles 
have been applied by the Company. Where supporting information 
is found outside of, or in addition to, this Governance report, the 
page reference is given in the following tables:
Board leadership and Company purpose
The Company should be led by an effective and entrepreneurial 
Board that establishes the Company’s purpose, values and strategy, 
while ensuring that its responsibilities to its shareholders and 
stakeholders, including the workforce, are considered and met.
A. Effective Board pages 92 to 95
B. Purpose strategy, values and culture page 20
C. Prudent and effective controls and Board resources page 87 
D. Stakeholder engagement pages 54 to 57
E. Workforce policies and practices page 88
Division of responsibilities
The Board, led by the Board Chair who is responsible for its 
effectiveness, should be comprised of Non-executive and Executive 
Directors who hold a diverse set of skills, experience and 
backgrounds. They each receive a comprehensive induction, have 
sufficient time to meet their Board responsibilities, and receive 
support from the Group Company Secretary, all of which enable 
them to carry out their duties effectively.
F. Board roles page 88
G. Independence page 89
H. External commitment and conflicts of interest page 89
I. Board efficiency page 93
Composition, succession and evaluation
Companies should have an effective succession plan in place for 
both the Board and for members of senior management. This 
should take into consideration the skills, experience and knowledge 
needed for maximum effectiveness. The Board, and the Directors 
individually, should be evaluated yearly. Annual evaluation of the 
Board should consider its composition, diversity and its 
effectiveness. Individual evaluations should demonstrate whether 
each Director continues to contribute effectively.
I. Board efficiency page 93
J. Appointments to the Board page 92
K. Board composition page 77
K. Annual Board evaluation page 93
Audit, risk and internal control
The Board is responsible for determining the nature and extent of 
the principal risks the Company is willing to take to achieve its 
strategic objectives, and oversees the risk management and 
internal control systems in place with the support of the Audit and 
Risk Committees. The Board is also responsible for the 
establishment of policies which ensure the independence and 
effectiveness of both internal and external audit functions.
M. Effectiveness of external auditor and internal audit and integrity 
of accounts pages 106 and 107
N. Fair, balanced and understandable assessment of Company 
prospects page 104
O. Internal financial controls and risk management page 107
P. Linking remuneration with purpose and strategy page 112
Q. A formal and transparent procedure for developing policy pages 
106 and 107
R.  Independent judgement and discretion page 107
Remuneration
Executive Directors’ remuneration has been designed to promote 
the long-term sustainable success of the Company. No Executive 
Director is involved in deciding their own remuneration.
Index of Code disclosures
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
84
85
Governance

Corporate governance report
BOARD LEADERSHIP AND COMPANY PURPOSE 
Effective Board 
The Board is collectively responsible for the effective oversight of 
the Company and the long-term success of its business. The formal 
Schedule of Matters Reserved for the Board describes the role and 
responsibilities of the Board in full and is subject to annual review. 
The Board delegates some of its responsibilities to the Audit, 
Nominations & Governance, Risk, and Remuneration Committees, 
through agreed Terms of Reference which are subject to annual 
review. A summary of the responsibilities of each Committee is 
given in the governance framework on page 76 with further detail 
contained within each of the relevant Committee reports. 
Read more
For Nominations & Governance Committee see page 96.
For Audit Committee see page 102.
For Risk Committee see page 108.
For Remuneration Committee see page 112.
The Group has a matrix management structure. The Board 
delegates responsibility for the day-to-day operational 
management of the Company to the Chief Executive Officer, who 
chairs the Group Executive Committee (‘ExCo’). The ExCo is 
comprised of Executives and senior managers from across the 
business with responsibility for the operational management and 
implementation of the Group’s Strategic objectives. 
 
The ExCo is supported by three sub-committees: the Group 
Operating Committee (‘GOC’), chaired by the Group Chief 
Operating Officer; the Group Risk and Compliance Committee 
(‘GRCC’), chaired by the Group General Counsel; and the Group 
Strategy Committee (‘GSC’), chaired by the Group Head of 
Strategy. A summary of responsibilities for each of these 
committees can be found in the governance framework on page 76. 
The ExCo operates as the Group’s Chief Operating Decision Maker 
(‘CODM’), and is a general executive management committee 
under the direct authority of the Board. ExCo members regularly 
review operating activity by business division and by legal 
ownership which is structured geographically based on the region 
of incorporation for TP ICAP’s legacy entities plus Liquidnet. This 
business division view represents a more appropriate view for the 
purposes of Group resource allocation and assessment of the  
nature and financial effects of the business activities in which the 
Group engages and is consistent with the information reviewed  
by the CODM. 
Responsibilities are also delegated by the Board to the Disclosure 
Committee through agreed Terms of Reference which are subject to 
annual review. The Disclosure Committee is responsible for 
considering on an ongoing basis, in accordance with legal and 
regulatory obligations and the Group Disclosure Policy, whether 
any recent developments in the Group’s business are such that a 
disclosure obligation has, or may, arise and makes 
recommendations to the Board as appropriate. 
In July 2024, the Board approved the establishment of a Share 
Plans Committee (‘SPC’) and an Urgent Decisions Committee 
(‘UDC’). The SPC’s primary responsibility will be to deal with the 
administrative arrangements in relation to the Company’s share 
plans, relinquishing this burden from the Board and Remuneration 
Committee. Establishment of the SPC will formalise and improve 
governance procedures relating to the provision of share-based 
payments. Decisions relating to the Company’s share buyback 
programmes and treasury shares will remain reserved for the Board, 
unless otherwise delegated.
The UDC has been established with the delegated authority of the 
Board to make decisions in between Board meetings in 
circumstances where it is not considered practicable to consult and 
seek a decision from all Board members in the timescale required, 
or where it is felt that the issue to be considered does not warrant a 
full Board decision. In the event that a UDC meeting is required, the 
full Board will be provided with notice of the meeting and informed 
of any decision taken as soon as practicable.
Both the SPC and UDC are governed by individual terms of 
reference which will be subject to annual review by the Board.
To support local regulatory compliance, each regional sub-group 
has its own independent governance structure including CEOs, 
Board members and sub-group regional Risk and Compliance 
Committees with separate autonomy of decision-making and the 
ability to challenge the implementation of Group level strategy and 
initiatives within its region. The EMEA sub-group also has the 
benefit of independent Non-executive Directors on the regional 
Board of Directors, further strengthening the independence and 
judgement of the governance framework.
Governance and controls 
Group Governance Manual and policies
The Group’s governance framework, approved by the Board, sets 
out the decision-making and reporting lines across the Group and 
authority levels delegated by the Board to certain Committees, 
individual Directors and senior management to achieve the Group’s 
strategy within a framework of prudent controls. This is 
documented in the Group Governance Manual, which sets out the 
governance framework in relation to the Group’s central and 
sub-group governance structures, as shown on page 76 including 
the Group’s UK regulated entities within the EMEA sub-group. 
Within the framework, there is emphasis on the maintenance of 
regulatory deconsolidation and the separation of mind and 
management between the Group and each sub-group. 
The Group Governance Manual and appended documentation is 
subject to annual review to ensure alignment with governance and 
regulatory developments, including the Senior Managers and 
Certification Regime. 
The Company has clearly defined policies, processes, procedures 
and controls which are subject to continuous review in order to meet 
the requirements of the business, the regulatory environment and 
the market. Ultimate decision-making on matters affecting a legal 
entity is reserved for that legal entity board.
Board resources – keeping the Board informed
To enable the Board and its Committees to discharge their duties, 
Directors are provided with relevant and timely information. For 
scheduled meetings, agendas are prepared according to the 
previously agreed forward agenda schedule and subsequently 
reviewed and amended as required to reflect current business 
priorities as determined by the Chief Executive Officer and the 
other Executive Directors. 
Wherever possible, agenda items for consideration are 
accompanied by written reports and supporting papers. Oral 
updates are permitted where matters are progressing at a pace to 
ensure the Directors have the most current information available. 
Board and Committee papers are circulated sufficiently in advance 
of meetings to enable Directors appropriate time for review. 
Our Triple-A Values emphasise the importance of accountability in 
the workplace, focusing on building trust by being accountable to 
ourselves, our colleagues, our clients and broader stakeholders.
Read more
For more detail on how the Board monitored culture 
throughout the year, see page 90.
Board Strategy Day
The Board attended a Strategy Day held in May 2024, which 
focused on delivery of the strategic objectives and a three-year 
programme of transformational initiatives to deliver sustained 
value creation through operational and engineering excellence  
to reduce operational risk, free up capital and liquidity and 
streamline costs.
The session was interactive with items of focus including the Global 
efficiency plan and Financial strategy and in-depth discussion on 
how best to focus the Group’s resources.
Detailed reports and business unit deep dives into performance  
and strategy enabled informed discussions on the challenges  
an opportunities for the Group including consideration of  
execution risks, mitigating actions and potential impact  
on client relationships.
Read more
A summary of the principal matters considered and 
actions taken by the Board together with the related link 
to Group strategy and stakeholders can be found in 
Board focus and principal matters on page 90.
Purpose, strategy, values and culture
Our purpose
To provide clients with access to global 
financial, energy and commodities 
markets, improving price discovery, 
liquidity and distribution of data, 
through responsible and innovative 
solutions.
Our corporate values
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
86
87
Governance

Corporate governance report continued
The Group has a comprehensive system for reporting on the Group’s 
financial position and prospects, which is subject to rigorous review. 
The Board reviews consolidated reports on budgets, financial 
forecasts and management accounts including KPIs, income 
statements, balance sheets and cash flows.
The Group Company Secretary and Group General Counsel are 
responsible for ensuring the Board stays up to date with key 
changes in legislation which may affect the Company and there are 
procedures in place for the Board to take independent professional 
advice at the Company’s expense, should the need arise.
The Board continually monitors the quality of the information and 
resources it receives to ensure it is clear and comprehensive to 
enable effective discussion and well-informed decision-making. 
Stakeholder engagement
Promoting the success of the Company
TP ICAP Group plc is a Jersey registered company, as defined by 
the Jersey (Companies) Law 1991 and therefore its Directors are not 
subject to the UK Companies Act 2006 requirements, in particular 
s172(1) duties. Nevertheless, the Board promotes the success of the 
Company for the benefit of our members as a whole, recognising 
that a broad range of stakeholders are material to the long-term 
success of the business. 
Read more
On employee engagement and how the Board has 
engaged with each of its key stakeholders and how their 
interests have been considered in Board discussions and 
decision-making, see the Stakeholder engagement 
section of the Strategic report on pages 54 to 57.
Workforce policies and practices
The Group has a comprehensive range of policies and systems in 
place to ensure the Group is run with effective oversight and 
control. The Nominations & Governance Committee has 
responsibility for setting and reviewing key non-pay related 
workforce policies and procedures for recommendation and 
subsequent approval by the Board. In the past, these have included: 
	> Diversity and inclusion; 
	> Conflicts of interest;
	> ESG-related governance statements and policies;
	> Group Code of Conduct;
	> Modern Slavery Statement; and
	> Whistleblowing Policy.
Read more
On the activities of the Nominations & Governance 
Committee see pages 96 to 101.
DIVISION OF RESPONSIBILITIES 
The roles of the Board Chair, Chief Executive Officer and Senior 
Independent Non-executive Director are separate and a formal 
statement of division of responsibilities has been adopted by the 
Board and can be found on our website. There is a clear division of 
responsibilities between the Executive and Non-executive Directors 
as shown in the following table.
Non-executive
Executive
Board Chair
Independent on 
appointment and leads the 
Board by facilitating the 
effective contribution of all 
Directors and ensuring high 
standards of corporate 
governance. Chairs the 
Board meetings, sets the 
Board agendas and 
promotes effective 
relationships between the 
Executive Directors and 
Non-executive Directors.
Chief Executive Officer
Accountable to, and reports to, 
the Board. Responsible for 
developing and implementing 
the strategy, setting the cultural 
tone throughout the organisation 
and providing coherent executive 
leadership in running the Group’s 
operations and activities.
Senior Independent Director
Discusses with shareholders 
any concerns they have been 
unable to resolve through the 
normal channels of Chair, 
Chief Executive Officer or 
Chief Financial Officer, or for 
which such contact is 
inappropriate. Provides a 
sounding board for the Chair 
and is available to act as an 
intermediary for other 
Directors when necessary. 
Responsible for reviewing 
the effectiveness of the Chair. 
Executive Directors
Support the Chief Executive 
Officer in developing and 
implementing the Group strategy 
and leading the Company, which 
is consistent with its purpose, 
culture and values. Provide 
specialist knowledge and 
experience to the Board.
Non-executive Directors
Independent of 
management, assist in 
developing and approving 
the strategy. Provide 
independent advice and 
constructive challenge to 
management, bring relevant 
experience and knowledge 
and serve on the Board 
Committees. Support the 
Chair by ensuring effective 
governance across the Group 
and by reviewing the 
performance of the Executive 
Directors.
Group Company Secretary
Advises the Board on matters of 
corporate governance and 
ensures that the correct Board 
procedures are followed. All 
members of the Board and 
Committees have access to the 
services and support of the Group 
Company Secretary.
More online 
The Division of Responsibilities
Available on the Company’s website: https://tpicap.com/
tpicap/investors/corporate-governance
Board independence
The independence of the Non-executive Directors is kept under 
review and assessed annually. The Board considers that all 
Non-executive Directors who served during the year were 
independent in character and judgement with no relationships or 
circumstances that were likely to or could appear to affect their 
sound judgement.
External appointments
The Company is mindful of the time commitment required from 
Non-executive Directors in order to effectively fulfil their 
responsibilities on the Board. Prior to appointment, prospective 
Directors provide details of any external appointments or 
significant obligations that may affect the time available for them 
to commit to the Company. Directors are required to request 
permission from the Nominations & Governance Committee and to 
keep the Chair and the Board informed of any proposed external 
appointments or other significant commitments as they arise. These 
are regularly monitored by the Board and the Nominations & 
Governance Committee to ensure Directors are able to allocate 
sufficient time to discharge their responsibilities effectively. 
Throughout the year reported, none of the Executive Directors held 
any external appointments.
Conflicts of interest
The Directors are required to notify the Company of any potential 
conflicts of interest that may affect them in their roles as Directors 
of TP ICAP Group plc. All new potential conflicts of interest are 
recorded and reviewed by the Board as they arise, and the Register 
of Conflicts and Relevant Situations is reviewed at each scheduled 
meeting of the Nominations & Governance Committee.
Read more
On Director independence, external appointments and 
conflicts of interest, see the Nominations & Governance 
Committee report from page 96.
Board and Committee meetings
In 2024, the Board held eight scheduled meetings to discuss the 
Group’s ordinary course of business in accordance with a detailed 
annual forward agenda developed by the Chair and the Group 
Company Secretary and agreed by the Board. The number of 
scheduled meetings the Board holds each year is kept under review 
and every effort is made to arrange Board meetings so that all 
Directors can attend. In addition to the scheduled meetings, ad hoc 
meetings are called as required, and sometimes at relatively short 
notice. Therefore, due to prior commitments, it is not always 
possible for all Board members to be in attendance. In the event a 
Director is unable to attend a meeting, they receive all supporting 
papers and are given the opportunity to raise any points or 
questions ahead of the meeting. All Board and Board Committee 
meetings are minuted summarising the principal points discussed 
and any unresolved concerns and actions arising from discussion 
are recorded. 
In addition to the eight scheduled meetings (six full agenda 
meetings and two shorter CEO and CFO report focused meetings), 
there were three further ad hoc meetings held at short notice during 
2024. In most cases all eligible Board members were able to attend 
these additional meetings. In all cases each Non-executive Director 
held offline briefings with the Board Chair or Senior Independent 
Director in relation to the subject matter.
In accordance with the 2018 Code, the Non-executive Directors 
conducted unminuted discussions at the end of scheduled Board 
meetings without the Executive Directors present to facilitate full 
and frank discussion. Additionally, Non-executive Director only 
dinners are held at least twice per year.
The following table indicates the number of scheduled Board  
and Board Committee meetings, and attendance during the 
financial year.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
88
89
Governance

Corporate governance report continued
Board activity at a glance
The Board has a rolling agenda of standing items which are considered at every scheduled meeting. These include, but are not limited to:
	> Executive reports from the CEO on Group operations and CFO on financial performance;
	> Reports from each of the Board Committees;
	> Regional updates – APAC, EMEA, Americas; and 
	> Governance compliance and legal updates.
The following table summarises key areas of focus for the Board and links these focus areas with our Group Strategic Pillars, Sustainability 
strategy and stakeholders. 
Key area of focus 
Key activities and discussions
Link to strategic and 
sustainability pillars 
Stakeholders  
considered 
Strategy 
Oversight of the Group’s strategy 
and monitoring its delivery.
Discussing and approving major 
projects, investment or corporate 
activity 
	> Presentations and deep-dive sessions including Energy & 
Commodities, Parameta Solutions, and Liquidnet.
	> Approval of launch of a three-year programme to release at 
least £50m of surplus cash through more legal entity 
consolidations, and generate £50m of annualised cost savings 
through more operational efficiency initiatives.
	> Approval of the Group Tax strategy.
  
  
  
Build and sustain 
technology expertise
Positioning TP ICAP as a leader 
in digital transformation within 
the financial services sector
	> Received updates on Technology and Data Analytics strategy.
	> Approved the strategic partnership with Amazon Web Services 
(‘AWS’) to modernise the Group’s technology infrastructure, 
enhance cybersecurity and deliver cost savings.
    
 
People, culture and values
Ensuring an inclusive 
environment of diverse, talented 
and committed people, 
underpinned by an effective 
corporate culture
	> Culture and conduct initiatives. Including approval of the 
enhanced Code of Conduct responding to the increased focus 
on financial and non-financial conduct from regulators and 
external stakeholders. 
	> Received regular updates on Group activities, progress and 
reporting metrics in relation to the Group Diversity and Inclusion 
strategy.
	> Employee development and engagement.
	> Consideration of the Gender Pay Gap report.
	> Whistleblowing updates, in conjunction with the Audit 
Committee.
	> Oversight of workforce engagement programme, including 
MyVoice survey.
 
   
 
Operations and 
performance
Review and oversight of the 
Group’s operations and 
performance 
	> Regional deep dives.
	> Review of UKRE senior management succession and hire 
processes.
  
  
  
Financial performance
Oversight of the financial 
performance of the Group, 
including results, capital 
and liquidity
	> Three-year financial plan updates.
	> Review and approval of Financial strategy.
	> Approval of the 2024 Group Budget and discussion of the 2025 
Budget setting process.
	> Results reporting, including trading statements and Annual 
Report and Accounts.
	> Review and approval of updated Expenditure Control Policy.
	> Review and approval of the Share Hedging Programme.
	> Review of Dividend Policy. 
	> Group review of capital and liquidity adequacy.
	> Approval of second and third £30m share buyback 
programmes.
	> Approval of 2024 interim and final dividend.
	> Approval of Group insurance renewal.
	> Review of accounting standards.
  
 
 
 
Key area of focus 
Key activities and discussions
Link to strategic and 
sustainability pillars 
Stakeholders  
considered 
Audit and risk
Ensuring the Group has effective 
systems of internal control and 
risk management, including 
approving the Group’s risk 
appetite
	> Review and approval of risk appetite and framework, including 
monitoring emerging risks.
	> Review of effectiveness and independence of the external 
auditor.
	> Review of internal and external audit reports.
	> Review of the Group’s going concern and viability statements.
	> Receive and review presentations and reports from the external 
auditor including control environment observations
	> Review, assess and approve the Group’s going concern and 
viability statements.
	> Receive and review updates from the Group Risk Committee 
and Chief Risk Officer.
	> Review of the effectiveness of internal controls particularly in 
relation to preparedness for the revised FRC requirements 
relating to material controls.
  
  
  
Governance
Implementation and oversight of 
the governance of the Group 
ensuring compliance with legal 
and regulatory requirements and 
in accordance with the FCA’s 
2018 Code and UK listing rules
	> Review, approval and control of Group policies and statements 
including:
	
— Procurement Policy;
	
— Supplier Code of Conduct;
	
— Modern Slavery Statement; and
	
— Board Diversity Policy.
	> Group Board and Committee composition, succession and 
evaluation.
	> UKRE board and committee composition, succession and 
evaluation.
	> Ensuring regulatory and legal compliance.
	> Adoption of the Share Plans Committee and Urgent Decisions 
Committee. 
  
  
  
Stakeholder engagement 
and ESG 
Ensuring the balance of interests 
between the Group’s 
stakeholders and ensuring their 
needs are considered in the 
decision-making of the Board
Oversight of the Group’s 
sustainability strategy and 
implementation
	> Review of shareholder analysis and feedback.
	> Review and approval of Investor Relations strategy for 2024.
	> Progress review on S172(1) engagement, including engagement 
mechanisms and reporting.
	> Presentations and in person meetings with key investors.
	> Received regular updates on sustainability reporting and 
disclosure and progress against the Group’s sustainability 
strategy including CSRD preparedness.
	> Engagement with the FCA and other regulators.
	> Review and approval of the Charitable Giving Policy.
  
  
  
 Clients
 Suppliers and business partners
 Employees
 Communities and environment
 Regulators
 Shareholders
Key
 
Transformation
Diversification
Dynamic capital 
management
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
90
91
Governance

Corporate governance report continued
The Board and culture during 2024
Action
Link to culture
Employee Engagement 
Programme
The Board has three dedicated Workforce Engagement Non-executive Directors who meet with 
colleagues across our regions and work with management to gain an insight into region-specific issues 
for employees and championing the employee voice in the Boardroom.
MyVoice survey
The Board reviewed the feedback and outcomes from the 2024 MyVoice employee engagement 
survey.
Code of Conduct
The Board reviewed and approved an enhanced Group Code of Conduct designed to ensure that 
employees understand the behaviour and conduct expected of them. 
Supplier Code of Conduct
The Board conducted a review of the Supplier Code of Conduct and determined that it remained 
appropriate. 
Modern Slavery Statement
The Board approved the Modern Slavery Statement and has oversight of the processes in place to 
prevent modern slavery.
Board Diversity Policy
Approval and adoption of the Board Diversity Policy. 
Diversity and inclusion
The Board received and monitored regular reports and updates on the progress against the Group’s 
Diversity and Inclusion strategy, with the ultimate aim of moving from diversity to inclusion. 
Whistleblowing
The Board received and reviewed regular reports and updates on the Group’s whistleblowing 
arrangements and controls and approved the reappointment of the Group’s Whistleblowing 
Champion.
The Board conducted an annual review of the Group’s Whistleblowing Policy and determined that it 
remained appropriate.
COMPOSITION, SUCCESSION  
AND EVALUATION 
At the year end, the Board comprised ten Directors: an Independent 
Non-executive Chair, three Executive Directors, one Senior 
Independent Non-executive Director and five Non-executive 
Directors and is supported by the Group Company Secretary. 40% 
of our Board are female and one Board member is from an ethnic 
minority background, in line with the FCA UK Listing Rules 9.8.6.
Read more
On Board composition and diversity, see the Nominations & 
Governance Committee report on pages 96 to 101, the Directors’ 
biographies together with the Board’s skills, knowledge, 
experience and competencies are on page 80 to 83.
Succession planning
The Nominations & Governance Committee oversees succession 
planning processes for both the Board and senior management as 
well as succession plans for the Group’s UK regulated entities. 
Board induction, training and development
On appointment, new Directors are provided with a bespoke and 
extensive induction programme to fit with individual experience 
and needs. Our induction programmes are structured around 
one-to-one briefings with other Board members and senior 
management, with specialised adviser meetings arranged  
as appropriate. 
Role-specific induction activities support Directors in meeting their 
statutory duties and gives a comprehensive introduction to the 
business and strategic priorities.
Topics covered include but are not limited to: 
	> Purpose and values;
	> Culture and leadership;
	> Governance and stakeholder management; 
	> Directors’ legal and regulatory duties;
	> Recovery and resolution planning;
	> Anti-money laundering and anti-bribery; 
	> Technical and business briefings; and
	> Strategy. 
New Board members are encouraged to provide feedback on their 
induction, to enable continued improvement and refinement of 
induction programmes and additional Director training. Induction 
programmes are designed to support good information flows 
within the Board and its Committees. This is then reinforced by the 
annual training programme for all Board members to provide 
continuing professional development and updates on regulatory, 
financial and governance developments. The Board calls upon 
external organisations where specialist input is required.
Appointments to the Board
The Nominations & Governance Committee is responsible for 
recommending appointments to the Board, having had due regard 
to ensuring the Board has the appropriate balance of skills, 
knowledge and experience, independence, and diversity required 
to operate effectively, taking into account the Group’s strategic 
priorities and any challenges or opportunities.
Read more
For more on appointments to the Board, see the 
Nominations & Governance Committee report from  
page 96.
BOARD EVALUATION AND PERFORMANCE
In accordance with the 2018 Code, the Board undertakes annual effectiveness reviews to assess its performance and that of its 
Committees. Board and Committee effectiveness reviews are carried out on a three-year cycle with externally facilitated evaluations 
taking place every three years. Internal reviews take place in between. The most recent external review took place in 2022 and the next 
scheduled externally facilitated evaluation is to take place in 2025.
The 2024 internal Board and Committees evaluation process is illustrated in the following diagram.
Evaluation process
1. The Board agreed to 
an internally facilitated 
questionnaire-based 
Board and Committee 
evaluation. The 
questionnaire was 
designed by the Group 
Company Secretary 
with input from the 
Chairs of the Board 
and Committees. 
The questionnaire was 
anonymous and included 
both qualitative and 
quantitative questions 
with additional focus 
on the performance 
of each Committee. 
2. The questionnaire was 
circulated to all Directors 
for completion in 
February 2025. Areas of 
focus were:  
	> progress against prior 
year recommendations
	> Board composition, 
dynamics and expertise
	> Strategic oversight
	> Risk management
	> Succession planning
	> Board meetings, 
meeting papers and 
process
Board and Committee 
members were required to 
give their feedback on 
each of the areas and 
were given the 
opportunity to provide 
additional commentary 
to support their 
responses.
3. Responses were 
collated by the 
Company Secretary who 
prepared a report with 
non-attributable 
scoring and comments, 
together with proposed 
actions (the ‘Report’). 
The Report was initially 
discussed with the 
Board Chair and then 
presented to the Board 
at the March 2025 
meeting. The Board 
noted the feedback 
received and areas for 
improvement and an 
action plan for the 
coming year was 
agreed.
4. Each Board Committee 
considered the 
evaluation outcomes 
relevant to the 
Committee at meetings 
in March 2025.
YEAR 1
Externally facilitated 
evaluation
YEAR 2
Internally facilitated 
review and review of 
progress against prior year 
recommendations
YEAR 3
Internally facilitated 
review and review of 
progress against prior two 
years’ 
In line with the three-year cycle, during 2024, the Nominations & Governance Committee oversaw an internal Board and 
Committee evaluation process facilitated by the Group Company Secretary. The following diagram illustrates the process.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
92
93
Governance

Corporate governance report continued
Individual performance evaluation
As a separate part of the annual evaluation process, the 
effectiveness and commitment of both the Executive and Non-
executive Directors, as well as the Chair, is assessed and the need 
for any training or development is reviewed. The process for this is 
as follows:
	> The Chair meets with the Non-executive Directors to evaluate the 
performance of the Chief Executive Officer, Chief Financial 
Officer and Group General Counsel; 
	> The Chair meets each Non-executive Director individually; and 
	> The Senior Independent Director and the other Non-executive 
Directors meet to evaluate the Chair’s performance, having first 
obtained feedback from the Chief Executive Officer.
As part of the annual evaluation, each individual’s continued 
contribution to the Company’s long-term sustainable success is 
considered along with their commitment of time in light of any 
other commitments they may have.
In addition, the Chair conducts an interview and assessment of 
Non-executive Directors as they approach the end of each three-
year term to determine their continued effective contribution and 
commitment to the role. 
In March 2024, following a successful annual review of the Chair 
carried out by the Senior Independent Director and the 
Nominations & Governance Committee, the Board agreed that the 
Chair remained independent and continued to provide effective 
contribution and commitment to the role and was pleased to 
approve the Committee’s recommendation that the Chair’s 
three-year term be renewed for a third time.
 
All Directors subject to the annual evaluation were deemed to be 
effective members of the Board and are recommended for 
re-election at the 2025 AGM. 
Progress against 2023 actions 
The outcome of the 2023 Board evaluation exercise, which was internally facilitated, was reported in detail in last year’s Annual Report. 
The main action points arising from that exercise, and actions taken in respect of each, are set out in the following table. 
2023 evaluation recommendations
Progress made during the year
Continue to focus on 
succession planning for 
the Executive Directors 
and senior management
	> Following the success of the ‘Meet the Board’ sessions in New York in October 2023, further sessions 
and opportunities for the Board to meet high potential individuals and members of the senior 
management teams across the Group were scheduled. 
	> Succession-focused Board dinners were held and the Board and its Committees continued to focus 
on succession planning initiatives throughout the annual meeting cycle. 
Continue to enhance and 
further formalise the 
Director annual training 
programme
	> To aid the Board and its Committees’ understanding of the business, deep-dive sessions were held with 
key business areas.
	> The formalised annual training programme was extended to key members of senior management across 
the Group. Further training is planned to take place in 2025.
Continue to refine Board 
and Committee papers
	> The standard paper templates were refined, reduced in number and extended to the Group.
	> Focus on providing training to presenters to the Board and its Committees will be continued into 2025 
as part of the roll out of our new Board Portal.
	> Guidance has been provided to paper authors. Further guidance and training sessions will be 
provided in 2025.
	> The Company Secretariat has worked closely with its internal stakeholders to streamline and 
communicate the reporting mechanisms of the Group. Where possible, duplication has been reduced 
and further plans for simplification will be embedded in 2025.
2024 Board and Committee effectiveness 
The conclusion of the 2024 internal evaluation process was that the Board and its Committees operated effectively. The evaluation 
highlighted that the Board has made some significant positive contributions over the past year, noticeably looking at culture, change, 
Executive succession planning and oversight of appointments and supporting the continued improvement of papers. Board members were 
also considered to be well aligned on the Company’s purpose, values, strategy and wider responsibilities.
The main recommendations arising from the Board evaluation for 2024, and areas of focus for 2025, are set out in the following table.
2024 evaluation recommendations
Areas of focus for 2025
Continue to focus on 
succession planning for 
the Executive Directors 
and senior management
	> Further sessions and opportunities for the Board to meet high potential individuals and members 
of the senior management teams across the Group to be scheduled for 2025.
	> Succession-focused Board dinners will continue to be scheduled to take place at least twice a year and 
the Board and its Committees will continue to focus on succession planning initiatives throughout the 
annual meeting cycle. 
Continue to enhance and 
further formalise the 
Director annual training 
programme
	> To aid the Board and its Committees’ understanding of the business, additional deep-dive sessions 
will be arranged with key business areas.
	> The formalised annual training programme, which was extended to key members of senior 
management across the Group, will continue into 2025.
Continue to refine Board 
and Committee papers 
process
	> Presenters to the Board and its Committees to be provided with presenter training and feedback from 
the Company Secretariat following each meeting to help ensure continuous development of 
presenters and presentations to the Board and its Committees.
	> Paper author training to be provided to paper authors to enhance the production of concise papers.
	> To help streamline reporting and minimise duplication across meetings, the Company Secretariat will 
continue to refine the reporting mechanisms across the Group to help ensure items are not duplicated 
and are being considered at the most appropriate forum.
	> To help ensure that papers are produced and distributed to the Board in a timely way, the Company 
Secretariat will continue to work with the business to help ensure timely submission of papers.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
94
95
Governance

Richard Berliand 
Chair, Nominations &  
Governance Committee
Report of the Nominations & Governance Committee
2024 key activities and outcomes
	> Board composition, recruitment, and succession planning, 
page 98. 
	> Board and workforce diversity, page 98. 
	> Senior management succession planning, page 100.
	> Board evaluation process, outputs and actions, page 100.
	> ESG and Governance matters, including the Group Governance 
Manual, page 98.
	> Stakeholder engagement activities, including the workforce 
engagement programme, page 99.
Please refer to the stated pages for further detail on the 
related outcomes.
How the Committee spent its time during  
the year in scheduled meetings 
2023
2024
1
8
7
2
3
4
5
6
1
8
7
2
3
4
5
6
2023
2024
 1	 Routine matters
11%
16%
 2	Executive Director and senior management 
succession planning
7%
18%
 3	Stakeholder engagement, ESG and culture 
(including diversity and inclusion)
35%
16%
 4	Group Board and Committee skills, 
experience, and membership 
10%
6%
 5	Corporate governance
11%
17%
 6	Policies and controls
4%
2%
 7	Board evaluation
13%
7%
 8	UK Regulated Entities board composition
10%
18%
Due to a rounding error, an administrative amendment has been applied to the 2023 
figures to provide a total of 100%.
Dear fellow shareholder,
I am delighted to present the report of the Nominations & 
Governance Committee (the ‘Committee’). 
In order to create sustainable value for all of our stakeholders it is 
imperative that we have a skilled, experienced and diverse team of 
Directors and senior leaders at Board and Group level as well as 
within the UKRE boards and senior leadership teams. To this end, 
the Committee spent much of its time focusing on Board and senior 
leadership succession planning and Board and Committee 
governance, undertaking a review of the governance and process 
for senior management hires. This process plan formalises the 
approval process for the recruitment of Non-executive and 
Executive Directors, senior management, Group Company 
Secretary and UKRE non-executive directors. 
Recognising the Board’s commitment to promote diversity in its 
broadest sense and to ensure the Group complies with changes to 
the Disclosure Guidance and Transparency Rules, the Committee 
devised a Board Diversity Policy which was approved and adopted 
by the Board in March 2024. This is explained in further detail on 
page 98 of this report.
The Committee regularly reviews and discusses the Group’s 
governance arrangements to ensure the Group continues to comply 
with the UK Corporate Governance Code 2018 and receives and 
reviews updates or amendments to relevant legislation and 
regulatory requirements as they arise.
Board composition, recruitment and succession 
planning
Throughout the year, the Committee has regularly reviewed the 
structure, size, composition of the Board with a view to ensure an 
appropriate balance of skills, knowledge, independence, 
experience, time commitment, and diversity in order to help ensure 
that the Board operate effectively, in line with the Board Diversity 
Policy and taking into account the Group’s Strategic priorities.
As part of orderly succession planning Russell Reynolds Associates 
(“RR”) were appointed as an independent external search agency. 
RR has no other connection to the Company or its Directors. RR 
were asked, in consideration of the Board Diversity Policy, to 
analyse the United States of America business market for potential 
future candidates to join the Board. 
Having considered a number of candidates the Committee was 
pleased to recommend the appointment of Stuart Staley as an 
independent Non-executive Director to the Board with effect from 1 
June 2025. Details of Stuart Staley’s comprehensive induction plan 
will be reported on in the 2025 annual accounts. 
2024 Committee attendance at scheduled meetings
Committee members
Meetings 
attended
Richard Berliand
4/4
Kath Cates
4/4
Tracy Clarke1
3/4
Angela Crawford-Ingle
4/4
Michael Heaney2
3/4
Mark Hemsley
4/4
Amy Yip3
3/4
1	
Tracy Clarke was unable to attend the 30 July 2024 Committee meeting due to a 
prior arranged conflict. 
2	
Michael Heaney was unable to attend the 28 November 2024 Committee meeting 
due to a prior arranged conflict.
3	
Amy Yip was unable to attend the 30 July 2024 Committee meeting due to a prior 
arranged conflict. 
In addition, and in accordance with its Terms of Reference, the 
Committee also regularly reviews and makes recommendations in 
relation to the composition and remuneration and effectiveness of 
the Non-executive Directors serving on the TP ICAP UK Regulated 
Entities’ boards and committees.
The Committee has a broad and varied role encompassing the 
governance of the Group, along with oversight of ESG and people 
matters as well as stakeholder engagement. The rest of this report 
summarises how the Committee has discharged its responsibilities 
during the year to ensure the Group’s processes and policies, Board 
and Senior Leadership are best placed to support the Group in 
achieving its strategic aims while creating long-term sustainable 
value for stakeholders.
More online 
The Committee’s Terms of Reference 
Available on the Company’s website:  
https://tpicap.com/tpicap/investors/corporate-governance
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
96
97
Governance

Report of the Nominations & Governance Committee continued
Key responsibilities of the Committee
The Board has delegated responsibility to the Committee for the 
areas listed below. Details of these activities and outcomes are 
either described in more detail in this Report or can be found cross 
referenced throughout this Annual Report. 
Board and Committee membership, and succession 
planning
	> Reviewing the balance, skills, knowledge and experience of the 
Board and Board Committees. 
	> Making recommendations to the Board as to necessary and 
appropriate adjustments in structure, size and composition of the 
Board and its Committees.
	> Overseeing succession planning processes for the Board and 
senior management.
	> Making recommendations to the Board on all proposed new 
appointments, elections and re-elections of Directors at AGMs.
Board performance
	> Supervising the Board performance evaluation process. 
	> Overseeing any remedial action required as a result of the  
Board performance evaluation concerning the composition of  
the Board.
Director independence
	> Assessing and making recommendations to the Board in relation 
to the independence of Non-executive Directors.
.
Conflicts and related person transactions
	> Management of Directors’ conflicts of interest.
Governance
	> Considering various governance matters, including compliance 
with the UK Corporate Governance Code and/or other relevant 
regulatory regimes.
	> Reviewing key non-pay related workforce policies and 
stakeholder engagement mechanisms.
ESG matters 
	> Reviewing and approving the content of any environmental, 
social and governance related statements or policies. 
Conduct
	> Reviewing and approving the Company’s Code of Conduct, 
share dealing code and related policies. 
UK Regulated Entities (‘UKREs’)
	> Agreeing procedures for and overseeing the selection and 
appointment of independent Non-executive Directors to the 
UKRE boards and considering the succession planning process.
	> Reviewing the balance, skills, knowledge and experience, time 
commitment, independence and diversity of the UKRE boards, 
and making recommendations as required. 
Director independence
	> Assessing and making recommendations to the Board in relation 
to the independence of Non-executive Directors.
 
As part of its standing agenda, the Committee carried out a review 
of its terms of reference, to ensure that the Committee continues to 
fulfil its duties and activities and that the terms of reference remain 
relevant and determined that the Committee remained effective. 
The Committee has unrestricted access to the Executive and senior 
management, and external advisers to help discharge its duties. It 
is satisfied in 2024 that it received sufficient, reliable and timely 
information to perform its responsibilities effectively.
Board and workforce diversity
The Committee regularly considers the diversity of the membership 
of the Board and its Committees, Executive and senior leadership 
and UKREs boards as well as the wider workforce to ensure progress 
against the diversity targets set out in the Parker Review, the FTSE 
Women Leaders guidelines and the Women in Finance Charter. 
The Board’s membership continues to meet the FTSE Women 
Leaders guidelines. As at 31 December 2024, and throughout the 
year reported, the Board’s female representation was 40% with the 
Senior Independent Director being female. The Board also meets 
the Parker Review requirement with one Board member being from 
a minority ethnic background.
 
When considering succession planning, attention is given to the 
application of the changes made to the UK Listing Rules in relation 
to gender and ethnic diversity targets and the Board Diversity 
Policy. The Committee considers diversity in its broadest sense, not 
just in respect of gender, but also age, experience, ethnicity and 
geographical expertise.
The Women in Finance Charter reflects the UK government’s 
aspiration to see gender balance at all levels across financial 
services organisations. TP ICAP signed the Charter in September 
2018, and our target was to achieve 25% senior women in the 
business by 2025. As at the date of this report we have 25% women 
in senior positions and are on track to meet our 2025 target. 
Board Diversity Policy
The Board embraces and seeks to promote diversity in its broadest 
sense. When looking to appoint a new Director, the Board will first 
focus on identifying an individual with the balance of capability, 
expertise and experience required to efficiently discharge their role. 
The Board recognises and understands that within this remit there 
is added value derived from all forms of diversity, including age, 
gender, gender identity, ethnicity, background, cognitive  
and personal strengths and will seek to appoint the most  
suitable candidate.
Diversity is the combination and interaction of people with 
different knowledge, skills, experience, backgrounds, and outlooks 
and this culture creates significant value, leading to better decision-
making and performance at all levels of the organisation. With this 
in mind, and in response to the Disclosure Guidance and 
Transparency Rules (‘DTR’) requirement relating to Board diversity 
policies (DTR 7.2.8A), the Committee devised a Board Diversity 
Policy in March 2024. The Policy is subject to annual review and was 
fully endorsed and approved by the Board in March 2025. 
Read more
Further details of our diversity and inclusion 
commitments can be found within the Sustainability 
section of the report on pages 24 to 41.
Governance
The governance framework for the Group, including TCFD 
requirements is set out in the Group Governance Manual (‘Manual’), 
Further work will be undertaken in 2025 to help ensure a smooth 
implementation (where appropriate) of regulatory and market best 
practice enhancements to corporate governance as a whole. 
Details of the governance framework can be found on page 76.
The Committee regularly reviews governance items such as the 
Conflicts and Relevant Situations Register, Committees’ Terms of 
Reference, stakeholder engagement and compliance and is 
regularly updated on regulatory compliance. 
UKRE governance
The Committee also reviews the UK Regulated Entities’ Conflicts 
and Relevant Situations Register. An evaluation of the effectiveness 
of the UKRE boards and their committees was completed by the 
Group’s Internal Auditor in H1 2024. Overall the review determined 
that the UKRE boards and their committees remained effective. 
Stakeholder engagement
In accordance with its Terms of Reference, the Committee is 
required to review and make appropriate recommendations to  
the Board on the identification of key stakeholders, engagement 
mechanisms and associated reporting. The Committee carried  
out engagement with a number of key stakeholders during the  
year, including discussions of key topics raised by shareholders  
and employees. 
During the year, the Committee reviewed the operations of the 
Group against the governance expectations of investors and 
determined that the operations of the Group are broadly in line 
with investor expectations.
The Committee continues to monitor progress of the Workforce 
Engagement Programme. During the year, the Committee reviewed 
the results of the MyVoice survey conducted in June 2024 including 
output actions and has oversight of the implementation process of 
the Group’s Triple-A values. 
Read more
Further information on Stakeholder engagement  
can be found on pages 54 to 57. 
Employee engagement
The Committee has oversight of employee engagement across the 
Group and receives regular updates on the voice of our people 
through the dedicated Workforce Engagement Non-executive 
Directors and through the results of the annual Employee 
Engagement survey. 
Read more
Further details on employee engagement can be found 
in the Sustainability section of this Annual Report  
on page 32. 
Other areas of the Committee’s consideration
Social and environmental matters
The Committee reviewed and approved the Group’s Parker 
Review target. Further information about the work that has been 
undertaken in respect of ESG (including the Parker Review target) 
can be found in the Sustainability chapter on pages 24 to 41.
Read more
For further details about the Group’s commitment and 
activity in relation to social and environmental matters 
please see the Sustainability report on pages 26 to 37.
Conduct
During the year, in response to the increased focus from our 
regulators and external stakeholders on financial and non-financial 
conduct, the Committee reviewed an enhanced global employee 
Code of Conduct and recommended it to the Board for approval 
and adoption. The Code of Conduct reflects the Board’s 
commitment to embedding and upholding high ethical standards 
and integrity in all aspects of operations and business. The Code of 
Conduct sits alongside the Group Governance Manual and 
appended documents and policies, and together set the Group’s 
expectations of acceptable conduct. 
Board Committee activities and responsibilities
The Committee, through the Company Secretary, conducts an 
annual review of the key activities and responsibilities of each of 
the TP ICAP Group Board Committees. The review was carried out 
in March 2024 and determined that each of the Committees carried 
out their key responsibilities as determined by their respective terms 
of reference. Any items requiring further attention are incorporated 
into the forward agendas of the relevant Committees.
Board training and development
The Chair has overall responsibility for reviewing the training needs 
of each Director, and for ensuring that Directors continually update 
their skills and knowledge of the Group. All Directors receive 
updates on changes in relevant legislation, regulations, and 
evolving risks, with the assistance of the Group’s advisers where 
appropriate. The Board and its Committees receive briefings and 
presentations from the senior management team and function 
heads on any relevant current developments as part of the normal 
Board reporting process. 
A schedule of formal training provided to the Board and its 
Committees is maintained and reviewed by the Nominations & 
Governance Committee annually. During 2024, the Board and its 
Committees participated in a number of training sessions. Topics of 
training included Block Trades, Cyber Risk, Data Management and 
Integrity, Fusion, Regulatory Reporting and Transaction Reporting. 
In addition to this training there were regular business and function 
briefing sessions throughout the year. 
Non-executive Directors are encouraged to take advantage of 
external conferences, seminars and training events, and to sign up 
to receive briefings issued by professional advisers on legislative, 
regulatory and best practice guidance and updates. They are also 
encouraged to meet members of the management teams both in 
the UK and overseas to enhance their knowledge and 
understanding of the Group’s core business areas. Such direct 
engagement with staff helps embed the Non-executive Directors’ 
role as workforce engagement champions and enables them to 
observe first-hand the controls, culture and conduct behaviours  
in operation. 
Read more
A fuller briefing on the Board’s workforce  
engagement is on page 56.
More online 
Our Board Diversity Policy 
Available on the Company’s website:  
https://tpicap.com/tpicap/investors/corporate-governance
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
98
99
Governance

Board performance and evaluation
It is the duty of the Committee to assist the Chair of the Board  
with an annual performance evaluation to assess the overall and 
individual performance and effectiveness of the Board and its 
Committees, while considering the balance of skills, experience, 
independence, knowledge and diversity as a whole.
During 2024, the Committee oversaw an internal Board and 
Committee performance review process, facilitated by the Group 
Company Secretary.
Read more
Full details of the process and its conclusions  
can be found on pages 92 to 95 of the Corporate 
governance report.
Board composition
The Committee regularly reviews the structure, size and 
composition of the Board and makes recommendations to the 
Board with regards to any changes that are deemed necessary to 
ensure the Board is able to discharge its duties effectively. The 
Committee makes recommendations to the Board in relation to any 
training or development that may be appropriate to ensure the 
continued ability of the Board and senior leadership to effectively 
manage the Group. On an ongoing basis, the Committee ensures 
that decision-making is not dominated by any one individual or 
group of individuals in a manner that is detrimental to the interests 
of the Group.
Read more
Further details on the composition of the Board serving 
throughout the year can be found in the Governance 
report on page 77.
 
The Directors’ biographies, together with the Board’s 
skills, knowledge, experience and competencies are on 
page 80 to 83.
Succession planning
Board succession 
The Committee regularly reviews Board succession taking into 
account the challenges and opportunities facing the Group and 
monitors the tenure of Non-executive Directors at each meeting. 
There are no Directors nearing the end of tenure in the short term.
UKRE boards succession
As part of its duties, the Committee reviews the composition of the 
Group’s UKRE boards and committees taking into account the 
balance of independence, skills, experience and diversity required 
to run effectively. The Committee is committed to ensuring there is 
appropriate female representation on the UKRE boards and 
considers wider diversity targets to align with the Group’s diversity 
and inclusion aspirations.
Prior to an individual being appointed Non-executive Director to 
the UKRE boards, the Committee carefully considers the 
independence and capacity of the prospective candidate and this 
is reviewed annually. 
Management succession 
The Board as a whole, recognise that succession management and 
planning safeguards the future success and stability of the Group. 
The Group has in place a Succession Management Development 
Programme which takes a systemic approach to identifying and 
developing potential successors. The process ensures a pipeline of 
capable people ready to fill critical roles. This proactive leadership 
strategy minimises risks associated with unexpected departures 
and ensures continuity in key positions and preparing the 
organisation for the future.
During the year, the Committee reviewed and considered Executive 
and senior management succession planning, with focus given to 
the Group’s talent bench-strength, global succession outlook and 
talent diversity while considering diversity in the broadest sense, 
given the Group’s commitment to ESG and the Parker review. 
Director independence, conflicts and related person 
transactions
Independence of Directors
The independence of each of the Non-executive Directors is 
assessed on appointment and then continually assessed by the 
Board and Committee. In accordance with the definition set out in 
the Code, the Committee has determined that all Non-executive 
Directors are independent in character and judgement and free 
from any relationship or circumstance that could affect, or appear 
to affect their independent judgement. At the conclusion of their 
initial and subsequent three-year terms, the independence of each 
of the Non-executive Directors is formally reviewed and confirmed. 
The Chair was independent on appointment. None of the Non-
executive Directors has received any remuneration additional to 
their Director’s fees and the reimbursement of reasonable expenses 
incurred in the course of performing their duties. 
External appointments
The Board and Committee continually monitor external 
appointments to ensure that all Directors are able to allocate 
sufficient time to the Company to discharge their responsibilities 
effectively. Executive Directors are permitted to take up 
appointments with other companies provided the time involved  
is not too onerous and would not conflict with their duties at 
TP ICAP. None of the Executive Directors currently hold any  
external appointments.
Read more
The Non-executive Directors’ external appointments are 
set out in the Directors’ biographies on pages 80 to 83.
Management of conflicts of interest
At the start of each Board and Committee meeting, the Directors 
are invited to advise of any conflicts or potential conflicts in respect 
of any item on that meeting’s agenda. 
The Committee reviews at each of its meetings the Company’s 
Conflicts and Relevant Situations Register, setting out information 
on Directors’ conflicts that have been declared and authorised, as 
well as setting out Directors’ external appointments. When 
considering the appointment of a new Director, the Committee 
considers an extract of the Conflicts and Relevant Situations 
Register for the individual under consideration and is asked to 
authorise conflicts as necessary. Ahead of making any appointment 
decision, consideration is also given to whether, in the Company’s 
view, the proposed Director would have sufficient time to fulfil his or 
her Board responsibilities given their other appointments.
Related party transactions 
Related party transactions were considered by the Committee as 
situations arose and most recently were reviewed in February 2024, 
and November 2024, and in January 2025 and March 2025. 
Terms of appointment
The terms of the Directors’ service agreements and letters of 
appointment, are aligned to the provisions of the Code, and are 
summarised in the Report of the Remuneration Committee on  
page 112.
Directors’ service agreements and letters of appointment are 
available for inspection during normal business hours at our 
registered office, and at the AGM from 15 minutes prior to the 
meeting until its conclusion.
Appointment and replacement of Directors
The rules regarding appointment and replacement of the Group’s 
Directors are governed by the Company’s Articles of Association 
(the ‘Articles’), the Companies (Jersey) Law 1991, the UK Companies 
Act 2006, related legislation, and the UK Corporate Governance 
Code (as amended). 
Election and re-election of Directors 
Each Director is subject to election by shareholders at the first AGM 
after their appointment to the Board and is subject to annual 
re-election by shareholders thereafter. 
As required in accordance with the Company’s Articles of 
Association, the Committee takes into account the results of the 
evaluations of individual Directors (see page 95 for further 
information) to assist in determining whether to recommend to the 
Board the election or re-election of Directors at every AGM. The 
Committee has considered the mix of skills, knowledge, experience, 
competencies and background of the members of the Board and 
considers that the Board exhibits gender and cultural diversity, and 
a range of skills and backgrounds encompassing financial, 
commercial, operating, control, corporate governance, accounting, 
regulatory, audit and international attributes.
All Non-executive Directors have submitted themselves for re-
election at the 2025 AGM and the Committee is pleased to 
recommend their re-election. The biographies of the Directors 
standing for election can be found on pages 80 to 83 in the Notice 
of the AGM and also on the Company’s website: www.tpicap.com.
As part of the formal review and renewal of a Non-executive 
Director’s appointment prior to the end of each three-year term, the 
Chair conducts an interview and assessment to confirm that the 
Non-executive Director continues to contribute effectively and to 
demonstrate commitment to the role. Should the Chair determine 
that is the case, a recommendation is made to the Committee to 
extend the appointment for another three-year term. In line with 
best practice governance, a proposal for a third three-year term will 
be subject to more rigorous scrutiny before making a 
recommendation. 
Richard Berliand
Chair
Nominations & Governance Committee 
11 March 2025
Report of the Nominations & Governance Committee continued
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
100
101
Governance

Angela Crawford-Ingle
Chair, Audit Committee
Report of the Audit Committee
2024 key activities and outcomes
	> Financial reporting including the Annual Report and Accounts 
and half-year results, and associated statements and 
determinations.
	> Approval of Group Internal Audit (‘GIA’) strategy and priorities 
for 2024-25 and approval of the internal audit plan.
	> Approval of an External Quality Assessment for GIA in 2025 to 
assess the function against the recently released Global Internal 
Audit Standards from the Institute of Internal Auditors (‘IIA’) and 
the revised Chartered Institute of Internal Auditors Code of 
Practice.
	> Review of the GIA Quality Assurance and Improvement 
Programme, including assessments against internal audit 
professional standards, stakeholder feedback analysis, 
retrospective audit file reviews, and thematic reviews of audit 
activities across the regions. 
	> Approval of updates to the GIA charter.
How the Committee spent its time during  
the year in scheduled meetings 
%	
%
2023
2024
1
2
3
4
7
5
6
1
2
3
4
7
5
6
2023
2024
 1	 Routine matters and unminuted discussion
20%
21%
 2	Annual/interim reporting and trading 
statement review
20%
19%
 3	Tax matters
3%
3%
 4	External auditor reporting
14%
17%
 5	Internal auditor reporting
24%
16%
 6	Risk management and internal controls
11%
19%
 7	Corporate governance, whistleblowing 
and ESG
8%
5%
Due to a rounding error, an administrative amendment has been applied to the 2023 
figures to provide a total of 100%.
Dear fellow shareholder,
I am pleased to present the Committee report for the year ended 31 
December 2024. This report sets out how the Committee has 
discharged its responsibilities during the year and highlights the 
Committee’s assessment of significant financial reporting 
judgements in connection with the 2024 financial statements, and 
the conclusions reached. The responsibilities of the Committee are 
set out in its Terms of Reference, which were last reviewed and 
approved in November 2024. 
Throughout 2024, the Committee has participated in the further 
development of the Group’s governance framework ensuring the 
integrity of financial information through monitoring and review, 
and providing challenge and oversight across the Group’s financial 
reporting, internal controls procedures, and external auditors. The 
Committee assessed the assumptions and judgements made by 
management on the financial statements, and challenged the 
effectiveness of the Group’s systems of risk management and 
internal controls. The Committee also oversaw continued 
development of the Group’s ESG reporting governance, including 
on the quality of its ESG data. 
The Committee has been focused on several important items during 
2024, including monitoring the transition to the Group’s new 
external auditor, PricewaterhouseCoopers LLP (‘PwC’), following 
shareholder approval of the appointment at the 2024 AGM. The 
transition to a new external auditor has incurred additional audit 
related fees, however, as such a transition is a non-routine and 
infrequent event, the costs arising have been presented as a 
significant item. The transition has been smooth and the Company 
is very pleased with how the relationship is working. 
2024 Committee attendance at scheduled meetings
 Committee members
Meetings
attended
Angela Crawford-Ingle
4/4
Kath Cates
4/4
Amy Yip1
3/4
1	
Amy Yip was unable to attend the 2 October 2024 Committee meeting due to a 
prior conflict.
The introduction of a new external auditor has also provided an 
opportunity to review the Group’s internal control processes 
through fresh eyes. The observations made by PwC as incoming 
auditors echoed the recommendations of GIA, that there are 
benefits and efficiencies to be had through further automation of 
the internal controls system, more data driven analysis and 
potential uses for generative AI. These topics will be a focus for the 
Committee in 2025. 
Time was also spent monitoring the ongoing reforms to the 
Financial Reporting Council’s (‘FRC’) UK Corporate Governance 
Code (the ‘Code’) to ascertain how they may impact the Group’s 
internal controls, governance, and reporting requirements. The 
working group with representation from key functions, reporting to 
the Committee, continued to analyse the requirements and develop 
plans to support conformance. 
To ensure that the Committee continues to operate effectively, 
regular reports on the activities of the Committee are provided to 
the Board including details of how the Committee has discharged 
its responsibilities throughout the year. As Audit Committee Chair, it 
is important that I have complete understanding of the Group’s 
challenges as a whole. I therefore have ongoing discussions with 
Risk, Finance, and internal and external audit, both in the UK and 
across other principal overseas regions. I regularly attend the EMEA 
and UK regulated entities (‘RE’) Risk Committees meetings and 
have an open line of communication with the EMEA sub group and 
UKRE board chair. In addition, the Asia Pacific (‘APAC’) Head of 
Internal Audit also attends regional Risk and Management 
Committee meetings to provide further insight into risk 
management and internal controls in the APAC region.
Following the Committee’s review of the 2024 Annual Report, the 
Committee was pleased to make a recommendation to the Board 
that, taken as a whole, the Annual Report is fair, balanced and 
understandable and provides the information necessary for 
shareholders to assess the Group’s position and performance, 
business model and strategy. The ‘fair, balanced and 
understandable’ recommendation to the Board is explained later 
on page 104.
More online 
The Committee’s Terms of Reference 
Available on the Company’s website:  
https://tpicap.com/tpicap/investors/corporate-governance
	> Oversight of the transition of external auditor and updates on 
the external audit process.
	> Oversight of the strategy to increase automation within the 
systems of internal control.
	> Oversight of the governance and controls of environmental, 
social and governance (‘ESG’) reporting.
	> Recommending Board approval of the Group Tax strategy and 
its publication.
	> Overseeing response to changes in legal and regulatory 
reporting requirements, in particular, updates to the FRC’s 
Corporate Governance Code, EU’s Corporate Reporting 
Directive, the ISA 600 Group Audit Standard and the Global 
Internal Audit Standards.
	> Approval and oversight of the following additional audits: 
Targeted Surveillance; UK Regulated Entity Board Effectiveness; 
E&C conduct framework valuation and embeddedness; and FXET 
Grant Claim Review. 
	> Oversight of the Aged-Debt (‘DSO’) status dashboard  
and metrics. 
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
102
103
Governance

Report of the Audit Committee continued
Committee membership and attendance
The Code requires that members of the Audit Committee have 
recent and relevant financial experience. Alongside myself as a 
Fellow of the Institute of Chartered Accountants, I’m pleased to 
report that all Committee members are Independent Non-executive 
Directors with experience in the financial services sector. The 
biography of each current member of the Committee is set out in 
the Board biographies on pages 80 to 83.
The Committee holds a minimum of four meetings annually. The 
Committee sets an annual work plan, developed from its Terms of 
Reference, with standing items that the Committee considers at 
each meeting, in addition to areas of risk identified for detailed 
review and any matters that arise during the year.
During the year, Committee meetings were routinely attended by 
the Board Chair, Executive Directors, including the Group CFO, 
Group Chief Internal Auditor, Group Chief Risk Officer, partners 
from the external auditor firms, and members of the Company 
Secretariat. The Committee also invites other senior finance and 
business heads to attend certain meetings to gain a deeper level of 
insight on particular items. During 2024, this included presentations 
on the Group’s ESG arrangements led by the Group Director of 
Corporate Affairs, looking at data quality, regulation, and TCFD 
deliverables including climate. 
 
Fair, balanced and understandable 
Before the 2024 Annual Report and Accounts was approved, the 
Committee was asked to review and consider the processes and 
controls in place to help ensure it presents a fair, balanced and 
understandable view of the Group’s performance, business strategy, 
business model, and any challenges or opportunities facing the 
Group. When conducting these reviews, the Committee:
	> Examined the preparation and review process;
	> Considered the level of challenge provided through that process 
and whether the Committee agreed with the results; and
	> Considered the continuing appropriateness of the accounting 
policies, important financial reporting judgements and the 
adequacy and appropriateness of disclosures.
Board and Committee members received drafts of the Annual 
Report and Accounts for their review and input providing an 
opportunity to discuss the drafts with both management and the 
external auditor, challenging the disclosures where appropriate. 
We concluded that the processes and controls were appropriate, 
and were therefore able to make the following assurance to  
the Board:
 
	> In our view, the Annual Report and Accounts, taken as a whole, 
are fair, balanced and understandable and provides the 
information necessary for shareholders to assess the Group’s 
position, performance, business model and strategy.
Going concern and viability statement
The assumptions relating to the going concern review and viability 
statement were considered, including the medium-term projections, 
stress tests and mitigation plans, with reflection that the resulting 
assumptions and statement would support the Directors’ solvency 
statement required to be made in accordance with Companies 
(Jersey) Law 1991 prior to any distribution. 
On the basis of the review, we advised the Board that it was 
appropriate for the 2024 Annual Report and Accounts to be 
prepared on a going concern basis. We also reviewed the long-term 
viability statement taking into account the Group’s current position 
and principal risks and uncertainties, and advised the Board that 
the viability statement and the three-year period of the assessment 
were appropriate.
Financial reporting
The Committee has reviewed the integrity of the Consolidated 
Financial Statements included in the half-year and year-end 
announcements of results and the Group’s 2024 Annual Report  
and Accounts. 
Significant financial reporting judgements in 2024
We considered a number of judgements in connection with the 
2024 Consolidated Financial Statements. These judgements, how 
the Committee addressed them and the conclusions we reached, 
are set out below:
Judgement
Note
Action taken by the Committee
Conclusions
Impairment of goodwill, 
customer relationships, 
and other acquisition 
related intangibles.
14
	> Reviewed the basis on which goodwill was allocated to 
Cash Generating Units (‘CGUs’) including the reallocation 
to CGUs based on Business Divisions and discussed 
management’s annual impairment assessment.
	> Considered the basis for determining the recoverable 
amount of each CGU.
	> Challenged the methodology and valuation assumptions 
used including the assets that are grouped together for 
recoverability assessments.
	> Reviewed the carrying amounts of other intangible assets.
	> Discussed management’s annual impairment review and 
challenged the underlying key assumptions for the 
Liquidnet Platform CGU supporting the impairment 
assessment.
	> Considered if there were any triggers for impairment since 
the annual impairment review.
	> The Committee is satisfied 
that no impairment charge 
is required in the year,  
there are no triggers since 
the annual impairment 
review and that the 
disclosures are appropriate.
The Group’s assessment 
and disclosure of legal 
cases and regulatory 
investigations.
29 and 38
	> Reviewed the cases identified and discussed 
management’s provisioning and disclosure assessment.
	> Considered the basis for determining provisions in respect 
of cases.
	> Considered whether the information disclosed was 
consistent with the information maintained by the Group 
Legal Counsel and the Group’s external legal advisers.
	> Reviewed the procedures performed by the external 
auditor, including their inquiries performed of the Group’s 
external legal advisers.
	> Following full assessment, 
the Committee considers 
that material cases, 
investigations and claims 
have been appropriately 
classified and adequately 
disclosed. 
Significant items
4
	> Considered the significant items identified relating to 
restructuring and related costs; disposals, acquisitions and 
investment in new business; legal and regulatory matters; 
and other significant items, including the auditor 
transition fees. 
	> The Committee is satisfied 
that the definition and 
presentation, reconciliation 
and explanations of APMs 
were appropriate and that 
the disclosures relating to 
adjusted performance and 
significant items are 
appropriate.
Expected Credit Loss 
(‘ECL’)
24
	> Considered the conclusions reached by management and 
PwC with respect to the 2024 interim accounts.
	> Reviewed day sales outstanding and bad debt.
	> Reviewed the ECL requirements of IFRS 9 to determine 
appropriate application in relation to the preparation of 
the 2024 interim financial statements.
	> Considered how the mechanics of the ECL link in with 
write off of bad debt. 
	> The Committee is satisfied 
that the requirements of 
IFRS 9 have been applied 
to determine the ECL on 
relevant assets and that 
appropriate judgement has 
been applied.
Other items that were less significant but were discussed included: the valuations and impairments of associates and joint ventures, tax 
compliance, and dividend affordability.
Key responsibilities of the Committee
The Board has delegated responsibility to the Committee in relation to the following for the Company and its subsidiaries:
Financial reporting 
	> Considering significant financial reporting judgements;
	> Reviewing the Annual Report and Accounts and half-year results;
	> Considering Group tax matters;
	> Considering whether the Annual Report and Accounts, taken  
as a whole, are fair, balanced and understandable;
	> Monitoring compliance with accounting standards; and
	> Reviewing the going concern and the longer-term viability 
statement.
External audit
	> Reviewing the effectiveness of external audit;
	> Assessing external auditor independence; and
	> Developing a policy for non-audit services provided by the 
external auditor.
> Considering findings and control observations.
TCFD deliverables
	> Overseeing the Group’s TCFD deliverables plan; and
	> Reviewing the Group’s progress delivering its Scope 1, 2 and 3 
commitments.
Risk management and internal control
	> Considering the effectiveness of the Group’s systems of risk 
management and internal control, including all material controls; 
and
	> Monitoring and reviewing the Group’s whistleblowing 
arrangements, including the effectiveness of its systems  
and controls.
Internal audit
	> Approving the GIA’s staffing levels, risk assessment methodology, 
risk assessments, internal audit charter and annual audit plan;
	> Considering the results and findings of GIA’s work, management’s 
response, and implementation of the remedial actions; and
	> Reviewing the performance, independence and effectiveness of 
GIA and the Chief Internal Auditor.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
104
105
Governance

Report of the Audit Committee continued
Whistleblowing
The Committee oversees the operation and effectiveness of the 
Group’s whistleblowing systems and controls. During the year, the 
Committee recommended the Group Whistleblowing Policy to the 
Board for approval and adoption. 
It is important that employees and other stakeholders of the Group 
are empowered to raise any whistleblowing concerns. Employees 
and individuals outside of TP ICAP are able to raise their concerns 
anonymously using an independent whistleblowing reporting 
facility managed by a third party. This mechanism is combined with 
a number of ‘Speak Up’ initiatives to raise employees’ awareness of 
the Whistleblowing Policy and procedures.
In conjunction with the Board, the Committee regularly reviewed 
whistleblowing reports and metrics and considered the 
effectiveness of the whistleblowing arrangements in place. 
Following my reappointment as the Group’s Whistleblowing 
Champion, I have continued to oversee the integrity, independence 
and effectiveness of the whistleblowing arrangements.
TCFD
The Committee oversees the Group’s progression and delivery in 
relation to TCFD, its Scope 1, 2 and 3 commitments, and the quality 
of ESG reporting. It is committed to ensuring that the Group 
continues development of its reporting around climate-related 
disclosure and delivers good performance against the agreed 
targets. During 2024, the Committee was pleased to note the 
strong organic progress to date and further potential to explore 
additional opportunities to reduce emissions further. 
The Group is on a journey of continual improvement. During 2024, 
the Committee focused on the Group’s adherence to the UK 
regulations, emerging regulatory requirements in other 
jurisdictions, and the impact of climate-related risks on the Group’s 
strategy and financial planning process. 
In terms of other regulatory requirements, the EU’s Corporate 
Sustainability Reporting Directive (‘CSRD’) is the next significant 
climate-related regulation for the Group to address. TP ICAP 
Europe SA will be subject to CSRD from 2025, and required to report 
in 2026. The Group will be subject to the rules in 2028, for reporting 
in 2029. In 2025, the Committee will consider what additional 
action may be required as a result of these new regulations. 
Internal audit 
GIA’s purpose is to enhance and protect organisational value by 
providing risk-based and objective assurance, advice, and insight. 
The Group Internal Audit’s mandate includes providing assurance, 
advice, promoting fraud prevention and detection, compliance 
with obligations and continuous improvement and accountability 
across the Group.
The Committee is responsible for monitoring and reviewing the 
effectiveness of GIA. We approve the internal audit plan and keep 
it under review during the year, to ensure that it reflects the 
changing business needs and considers new and emerging risks. We 
receive and review internal audit reports, discuss key themes and 
material issues identified in the internal audits, as well as 
management’s response to them. 
Other key activities of the Committee were to:
	> Review the work and reports of GIA, including material issues 
and management’s response to them;
	> Assess the performance and effectiveness of GIA, including the 
annual internal audit Quality Assurance report;
	> Monitor progress against the internal audit plan, and approve 
changes to it through the year;
	> Review and approve the GIA charter;
	> Review and approve GIA’s risk assessment and approach; 
	> Review and discuss the annual GIA opinion; and
	> Approve the 2025 Audit Plan, Resourcing, and Budget.
During early 2024, GIA, led by Mark Pointer as Group Chief Internal 
Auditor, continued to enhance and streamline functional 
development. This has included a revised approach to servicing the 
Americas region, enhanced management information and resource 
management and further exploration of opportunities for 
automation and AI within internal audit processes controls. GIA has 
led the use of innovative avatar-based training videos for the audit 
team and awareness videos for key stakeholders.
 
EY, as co-source provider, has continued to provide specialist skills 
and subject matter expertise during the year where required, to 
supplement the in-house team. 
The Committee considered the resourcing, experience, expertise 
and skills of the internal audit function and is satisfied that it has 
appropriate resources and remains organisationally independent. 
The Committee is confident in GIA’s impact and effectiveness.
External auditor 
The Committee has primary responsibility for managing the 
relationship with the external auditor, including assessing its 
performance, effectiveness and independence, recommending to 
the Board its reappointment or removal, considering key findings 
including control observations and agreeing terms of engagement. 
Following a successful tender process in 2022, PwC was appointed 
as the Group’s external auditor by the shareholders at the 2024 
AGM. PwC take over from Deloitte, who had been external auditors 
for the Company since its predecessor company listed in 2000. 
Following the results of the 2022 tender, the Company and both the 
outgoing and incoming external auditors have made a smooth 
transition their priority. This transition was successfully completed in 
accordance with the transition timetable. 
Effectiveness of the external audit process
Mindful of the inaugural process with the new external audit 
partner, I met with them regularly throughout 2024 to ensure that 
there were no unresolved issues of concern. This approach helps 
ensure that the external auditor is able to operate effectively and 
challenge management sufficiently when required.
As a part of 2024 audit, the Committee considered:
	> The quality of PwC’s 2024 external audit;
	> The effectiveness of the external audit process including the 
expertise, efficiency, global service delivery and cost 
effectiveness of the auditor;
	> The external auditor’s plans and feedback from senior 
management; and
	> Effectiveness of management in relation to the timely 
identification and resolution of areas of accounting judgement, 
analysing those judgements, the quality and timeliness of papers, 
management’s approach to the value of independent audit and 
the booking of any audit adjustments arising, and the timely 
provision of draft public documents for review by the external 
auditor and the Committee. 
The Committee is pleased to report that the effectiveness review  
of the external auditor did not identify any significant concerns. 
The Committee concluded that it is satisfied with the objectivity 
and independence of the external auditor, and that the 
effectiveness of the external audit process delivered by PwC for  
the 2024 audit was robust. 
Independence and non-audit services
As part of its work on the 2024 Annual Report and Accounts, the 
Committee reviewed the objectivity and independence of the 
external auditor. This included consideration of the professional 
and regulatory guidance on auditor independence and PwC’s 
policies and procedures for managing independence. 
Non-audit services provided by PwC are governed by the Group’s 
non-audit services policy, which is regularly reviewed by the 
Committee. The Committee last reviewed and approved the policy 
in November 2024. PwC has confirmed that no non-audit services 
prohibited by the FRC’s Ethical Standard were provided to the 
Group during the year.
To safeguard the external auditor’s independence and objectivity, 
the Group does not engage PwC for any non-audit services except 
where it is work that they must, or are clearly best suited to, 
perform. All proposed services must be pre-approved in accordance 
with the non-audit services policy. The Group is also required to cap 
the level of non-audit fees paid to the external auditor at 70% of 
the average audit fees paid in the previous three consecutive 
financial years.
The Committee reviewed the level of fees paid to the external 
auditor for the various non-audit services provided during 2024. 
During the period under review the non-audit services performed 
by the external auditor amounted to £4,643, 43.6% compared to 
the £10,634 of audit fees. Non-audit services primarily relate to 
regulatory reporting, the interim review of the Group’s half-year 
financial statements, regulatory audits of subsidiary financial 
statements not mandated by law, and reporting accountant 
services in respect of Group strategic projects. These services  
are typically performed by the external auditor. There were no 
advisory or consulting services provided by the external auditor  
to the Group.
Audit and non-audit fees
More information can be found on page 173 in Note 5 to the 
Consolidated Financial Statements. 
Audit and non-audit fees
(£m)
1,406
8,430
4,643
10,634
2024
2023
2024
2023
Audit
Non-audit
0
1
2
3
4
5
6
7
8
9
10
11
More information can be found on page 173 in Note 5 to the 
Consolidated Financial Statements. 
Risk management and internal control
The Board is responsible for:
	> Setting the Group’s risk appetite;
	> Ensuring the Group has an appropriate and effective Enterprise 
Risk Management Framework (‘ERMF’); and
	> Monitoring the ongoing process for identifying, evaluating, 
managing and reporting the significant risks faced by the Group. 
The ERMF and the Group’s risk appetite provide a detailed view of 
the risks that are presented to the Group, as well as define the 
extent and type of risks that the Group is willing to accept in its 
pursuit of business objectives. The ERMF and principal risks are 
described in the Risk management section of the Strategic report 
on pages 59 to 63. The Board is also responsible for the Group’s 
system of internal control and for reviewing its effectiveness.  
The system is designed to manage rather than eliminate the risk  
of failure to achieve business objectives and can provide only 
reasonable and not absolute assurance against misstatement  
or loss. 
The Committee conducted an annual review of the effectiveness  
of the Group’s internal control and risk management systems.  
The findings were reported back to the Board, as a part of the 
Committee discharging its responsibilities. This included any 
agreed remediation actions to address identified weaknesses in 
line with the FRC’s guidance on risk management, internal control 
and related financial and business reporting. The formal review 
considered reports from management, external audit and the work 
of the Group Risk and Internal audit functions. Following the review, 
the Committee was satisfied that the Group’s systems were 
operating effectively. The Committee was pleased to recommend 
to the Board that the Group’s governance arrangements and risk 
management systems had proven effective in mitigating key risks 
during the 2024 period. The Group remains focused on continuing 
the enhancement of internal control and risk management systems. 
Read more
in the Report of the Risk Committee on pages 108 to 111. 
The process for identifying, evaluating and managing the principal 
risks faced by the Group is reviewed regularly by the Board and has 
been in place for the year under review and up to the date of 
approval of the 2024 Annual Report and Accounts. It is also in 
accordance with the FRC’s ‘Guidance on Risk Management, 
Internal Control and Related Financial and Business Reporting’. 
Angela Crawford-Ingle
Chair
Audit Committee 
11 March 2025
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
106
107
Governance

Kath Cates
Chair, Risk Committee
Report of the Risk Committee
2024 key activities and outcomes
	> Understanding the changes to regulatory frameworks and their 
impacts on the Group, pages 110.
	> Considering the risks arising from key strategic initiatives, 
including the Group’s three-year transformation programme, 
pages 109 to 111.
	> Reviewing the Group’s resilience, in particular the Group’s 
response to the Crowdstrike IT outage, pages 109 to 111.
	> Monitoring the Group’s financial risk exposure, including from 
potential risks arising from the conflict in the Middle East, pages 
109 and 111.
	> Reviewing a programme to enhance the Group’s Enterprise Risk 
Management Framework (‘ERMF’) to ensure it continues to be 
effective and efficient, pages 109 to 111.
	> Holding private meetings with key individuals including the 
Group Chief Risk Officer, Group Chief Internal Auditor and Group 
Head of Compliance.
	> Fostering the desired risk management culture and behaviour 
within the Group, page 110.
Please refer to the stated pages for further detail on the  
related outcomes.
How the Committee spent its time during  
the year in scheduled meetings 
2023
2024
1
2
3
4
5
1
2
3
4
5
2023
2024
 1	 Routine matters1
18%
19%
 2	Update from CRO
11%
14%
 3	Compliance matters
11%
16%
 4	Risk culture, risk reviews and deep dives1
43%
34%
 5	Risk framework and corporate  
governance
17%
17%
1	
Including unminuted discussions, in 2023 all unminuted discussions were reported 
under 1. Routine matters.
Dear fellow shareholder,
On behalf of the Board, I am pleased to present the Report of the 
Risk Committee explaining how the Committee discharged its risk 
oversight responsibilities during 2024.
The Group continued to operate in an unsettled macroeconomic 
and geopolitical landscape, which led to volatile markets 
throughout 2024. Sticky inflation meant that central banks were 
reluctant to cut interest rates as fast as predicted. Overall, 2024 was 
a positive year for equity markets with technology companies 
continuing to drive performance. Geopolitical developments like 
the war in Ukraine, the conflict in the Middle East, China-Taiwan 
tensions and the US presidential election were key in influencing 
markets during the year. The reliance on third parties for 
operational resilience is increasing across financial intermediaries 
and a key focus of regulators. A major outage (CrowdStrike) 
impacted both TP ICAP and the wider financial market.
Against this backdrop, the Committee continued to focus its efforts 
on monitoring the operational risk of the Group, the management 
of the heightened financial risk profile resulting from volatile 
financial markets and the maintenance of a robust financial 
position (including capital and liquidity adequacy).
 
In addition to these specific focus areas, the Committee continued 
to monitor the Group’s enterprise-wide risk profile, including 
emerging risks, across all other material risks relative to risk 
appetite, and the status of any remedial actions required to address 
any risk management issues. 
The Committee also undertook a number of deep-dive reviews, 
including into the resiliency of the Group’s third-party infrastructure 
providers on the back of the ICBC cyber-attack in 2023 and lessons 
learnt from the Group’s response to the CrowdStrike IT outage.  
2024 Committee attendance at scheduled meetings
Committee members
Meetings
attended¹
Kath Cates
5/5
Michael Heaney²
3/5
Angela Crawford-Ingle
5/5
Mark Hemsley3
4/5
1 	
In addition to the five scheduled meetings, additional meetings were held on 18 
January 2024 to consider the appointment of a new Group Chief Risk Officer and 
on 27 November 2024 to consider, among other topics, the Group’s review of 
capital and liquidity adequacy. 
2 	 Michael Heaney was unable to attend the 29 January 2024 and 11 April 2024 
Committee meetings due to prior arranged conflicts.
3 	 Mark Hemsley was unable to attend the 29 January 2024 Committee meeting due 
to a prior arranged conflict.
The Committee also continued to consider the risks arising from key 
strategic initiatives. This included the risk arising from the Group’s 
three-year programme to release at least £50m of surplus cash 
through more legal entity consolidations, and generate at least 
£50m of annualised savings through a range of operational 
efficiency initiatives.
Furthermore, the Committee remains cognisant of the high 
standards of risk management expected of the Group by its 
investors, clients, regulators and other stakeholders. In 2024, the 
Risk Function has continued to enhance the Group’s ERMF to ensure 
its design and operation is effective and efficient. 
Key responsibilities of the Committee
The Board has delegated responsibility to the Committee for:
Setting risk appetite, culture, controls and policy 
	> Defining the nature and extent of the risks the Group is willing 
to take; and
	> Defining the expectations for the Group’s risk culture. 
Monitoring, reporting and advisory activities 
	> Reviewing the Group’s culture monitoring arrangements and 
promoting a risk-aware culture;
	> Overseeing the implementation and annual monitoring of the 
ERMF, including the adoption and implementation of minimum 
risk management standards;
	> Ensuring the Group has an appropriate and effective risk 
management and internal control framework;
	> Reviewing the control environment and tracking any 
remedial actions;
	> Considering the risks arising from any strategic initiatives and 
advising the Board accordingly;
	> Identifying and considering future and emerging risks, regulatory 
developments and relevant mitigants;
	> Providing input to the Remuneration Committee on the 
alignment of remuneration to risk performance; 
	> Reviewing resourcing within the Three Lines of Defence (‘3LOD’);
	> Overseeing the independence and effectiveness of the Risk and 
Compliance functions; and
	> Reviewing the appointment or dismissal of the Group Chief Risk 
Officer (‘CRO’), and the Group General Counsel.
More online 
The Committee’s Terms of Reference 
Available on the Company’s website:  
https://tpicap.com/tpicap/investors/corporate-governance
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
108
109
Governance

Report of the Risk Committee continued
Key matters considered by the Committee in 2024
Risk area
Matters considered and actions taken by the Committee
Operational Risk 
	> Oversight of the operational key risks arising from the Group’s broking and data sales activity, including 
through the review of the Risk Report presented by the CRO.
	> The Committee continued to monitor the status of major remediation programmes, including:
	
— The Group’s transaction reporting improvement programme; and
	
— An ongoing programme to enhance the Group’s billing process and improve its accounts receivable collection 
rate.
	> The Committee also undertook a number of deep-dive reviews into:
	
— The resiliency of the Group’s third-party infrastructure providers on the back of the ICBC cyber-attack in 2023; 
	
— Lessons learnt from the Group’s response to the Crowdstrike IT outage; 
	
— An assessment of the Group’s current market data risk profile and of the adequacy of its controls;
	
— Effectiveness of the Group’s risk management framework to manage trade execution risks with the client-
facing in-house developed E-Platforms; and
	
— An assessment of the Group’s risk profile and the adequacy of the controls in place to manage unauthorised 
trading activity. 
	> The Committee also received updates at each meeting from the Group General Counsel and Head of 
Compliance on key legal and compliance issues. This included overseeing the Group’s response to a range of 
regulatory issues across the business and to material changes to the regulatory framework in which the Group 
operates.
	> Particular areas of focus included the ongoing programme to enhance the Group’s compliance systems and 
controls and the mitigating actions being taken to address exchange issued fines relating to block-trade 
activity.
	> The Committee also continued to monitor the progress of material litigation and investigations involving the 
Group, as disclosed in the Group’s contingent liabilities.
	> The Committee further undertook a number of deep dives, including into the risk profile arising from the 
operation of the Group’s trading venues. 
	> The Committee was updated on climate risk related matters as required. 
Credit Risk
	> The Committee continued to monitor the Group’s credit risk profile, including the Group’s aged debt profile, and 
the steps taken to mitigate the potential risks arising from the conflict in the Middle East. 
	> The Committee was kept apprised of the ongoing development of the credit risk framework, including 
enhancements to the Group’s client scoring model, limit framework and Credit Risk Management Policy.
Market Risk
	> The Committee continued to monitor the Group’s market risk exposure, arising from market movements in 
currencies, equities and/or interest rates of the Group’s balance sheet items, and market movements in securities 
inadvertently held short term arising from broking transactions.
Liquidity Risk 
	> The Committee continued to monitor the Group’s liquidity demand exposure. 
	> Specific area of focus was the management of Group’s margin call profile having moved to self-clearing 
following the loss of the Group’s third-party clearer ICBC as a result of a ransomware attack on ICBC.
Prudential Risk
	> The Committee continued to monitor the Group’s prudential position and compliance with key financial 
measures (namely the key financial ratios required to retain access to its RCF and maintain an investment grade 
debt rating), taking due consideration of the dynamic macroeconomic environment with its associated FX and 
interest rate volatility.
	> As part of this activity, the Committee reviewed the Group’s consolidated Capital and Liquidity Adequacy.
Strategic and 
Business Risk
	> The Committee continued to closely monitor the increased risk profile associated with the challenging 
macroeconomic/geopolitical backdrop. 
	> The Committee was also kept apprised in regard to the risks arising from key strategic initiatives, including the 
Group’s three-year transformation programme. 
Conduct Risk
	> The Committee is aware that conduct risk represents a key risk for the Group which, if not managed effectively, 
could result in material damage to its reputation and regulatory standing.
	> The Committee continued to closely monitor the embedding of the Group’s Conduct Management and 
Governance Framework (which prescribes the principles to be applied in managing any employee misconduct).
Operational 
Resilience
	> The Committee also undertook a number of deep-dive reviews into the operational resilience of the Group:
	
— The resiliency of the Group’s third-party infrastructure providers on the back of the ICBC cyber-attack in 2023; 
and 
	
— Lessons learnt from the Group’s response to the Crowdstrike IT outage. 
Risk framework 
and Resourcing
	> The Committee continued to oversee the implementation and operation of the ERMF. This included reviewing 
reports from both Risk and Internal Audit on the design and operational effectiveness of the ERMF.
	> The Committee was also kept apprised on enhancements to the Group’s ERMF to ensure it is effective and 
efficient.
	> The Committee further oversaw the appointment of a new Chief Risk Officer. 
Review of Committee effectiveness
An internal review of the Committee’s effectiveness was conducted 
in Q1 2025 and a report presented to the Nominations & 
Governance Committee, Risk Committee and Board in March 2025. 
This review determined that the Committee was operating 
effectively and focusing on the risk areas which have most impact 
on the Group’s ability to deliver its strategy and maintain a robust 
financial position. 
During the year, the Committee also conducted a review of its 
Terms of Reference and agreed minor amendments so that it 
remained appropriate. 
Key priorities for 2025
The Committee will continue to focus its attention on the principal 
risks facing the Group to ensure these are being managed 
effectively and in accordance with the Group’s risk appetite, while 
maintaining oversight of the Group’s enterprise-wide risk profile as 
a whole to identify any new or emerging areas of concern that 
require governance focus. 
The Committee will review the Group’s management of the risks 
arising from the Group’s Strategic initiatives, including the strategic 
transformation programme. 
It is likely that the Group will continue to experience challenging 
macroeconomic and geopolitical conditions and market volatility 
during the coming year. The Committee will review the Group’s 
response including the risks arising from: 
	> The increasing need for operational resilience to remain 
competitive in the face of disruptive events, most notably 
cybersecurity threats; 
	> The imperative for businesses to digitalise at pace balancing the 
risks of accelerated change, legacy systems and system security; 
	> The use of new technologies such as AI enabling a rise in the 
complexity and frequency of cyber-attacks while also posing 
significant challenges disrupting traditional operating models; 
	> The possibility of the escalation of existing trade wars between 
the major global economies leading to business disruption, 
supply chain issues and market volatility in affected areas; and 
	> The volume, complexity and lack of global alignment on 
regulation across jurisdictions.
The Committee will also continue to be briefed on enhancements to 
the Group’s ERMF to ensure it continues to be effective and 
efficient.
Finally, I would like to thank the Committee members and Executive 
team for all their hard work during the past year.
Kath Cates
Chair
Risk Committee 
11 March 2025
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
110
111
Governance

Tracy Clarke
Chair, Remuneration Committee
Report of the Remuneration Committee
2024 key activities and outcomes
	> Determining the measures and targets for the annual bonus  
and the underpin for the Restricted Share Plan (RSP) award 
granted during the year. 
	> 2025 Directors’ Remuneration Policy Review, including 
shareholder consultation and consideration of shareholder 
feedback.
	> Updating policies and processes to ensure that our Group 
remuneration policy for all employees remains compliant  
with all regulatory and governance requirements.
	> Reviewing our all-employee remuneration arrangements to 
ensure that we are able to continue to attract and retain  
key talent.
	> Reviewing our pension and benefits offering across the Group  
to ensure that they remain competitive.
	> Reviewing the Group equity deferral plans and Restricted Share 
Plan in operation to ensure these are fit for purpose.
2024 Committee attendance at scheduled meetings
Committee members
Meetings attended1
Tracy Clarke
5/5
Richard Berliand
 5/5
Michael Heaney
5/5
Amy Yip2
4/5
1	
 In addition to the scheduled meetings, additional meetings were held on 16 
January 2024 to consider the appointment of a new Group Chief Risk Officer and 
on 16 September 2024 to consider the Directors’ Remuneration Policy review.
2	
Amy Yip was unable to attend one meeting due to a prior arranged commitment.
More online
The Committee’s Terms of Reference is available here:  
https://tpicap.com/tpicap/investors/corporate-governance 
How the Committee spent its time during  
the year in scheduled meetings 
2023
2024
1
2
3
4
5
6
7
1
2
3
4
5
6
7
2023
2024
 1	 Routine matters
11%
7%
 2	Senior management and wider workforce 
remuneration
48%
35%
 3	Executive Director remuneration
7%
16%
 4	Risk and control impact on remuneration
7%
3%
 5	Executive incentive schemes
7%
6%
 6	Directors’ Remuneration Policy review
2%
15%
 7	Governance and remuneration reporting
18%
18%
Dear fellow shareholder, 
On behalf of the Board, I am delighted to present the Directors’ 
Remuneration Report (‘DRR’) for the year to 31 December 2024. 
Over the last year, a critical area of focus for the Committee has 
been our review of, and updates to, the Directors’ Remuneration 
Policy (the ‘new Policy’) which will be presented to shareholders  
for approval at the 2025 AGM. We summarise here the key  
changes proposed under the new Policy, including the rationale 
underpinning them. We also outline the key decisions taken by  
the Committee during the year to ensure that remuneration 
outcomes remain appropriate and are aligned with the interests  
of our shareholders.
Introduction
The Committee continuously monitors shareholder views on 
executive remuneration; we began consulting on our new Policy 
proposals during the autumn of 2024. We initially engaged with 
shareholders representing over 60% of our share register and I 
would like to thank all of our shareholders who took the time to 
provide valuable input during this process. Your feedback and 
suggestions have informed the final detail of our new Policy.
We received widespread support from our shareholders for our 
Executive Directors and a recognition of the Group’s strong business 
and share price performance since the last Policy review. Our 
shareholders understood the challenges we face when competing 
for executive talent in our global marketplace and the need to 
retain and motivate our Executive Directors as we embark on the 
next stage of our transformation. 
Our shareholders recognised that, whilst our current remuneration 
model remains fit for purpose, against our global sector peers the 
pay of our CEO, in particular, has fallen materially behind the 
market. Our major shareholders were supportive of our proposals to 
ensure that the reward package for our CEO, in particular, is 
appropriately positioned against our global and UK peers.
We remain committed to the fair and balanced operation of our 
Directors’ Remuneration Policy to ensure that incentive awards for 
Executive Directors reflect their achievements over the short, 
medium and long term. We believe that the current remuneration 
framework, a key pillar of which is our RSP, is working well. I have 
explained below how the Committee has assessed the underpin 
which will determine the vesting outcome of the first RSP award to 
have been granted following the Policy change in 2022. We are 
confident that the robust and comprehensive nature of this 
underpin, will ensure that vesting outcomes for the Executive 
Directors strongly align to the achievement of our financial and 
strategic objectives and to the experience of all of our stakeholders.
I have included a summary of our new Policy proposals on the 
following pages and full details of the proposed 2025 Policy can be 
found on pages on 123 to 128.
Business context
TP ICAP is a global business with 5,300 employees, operating in key 
markets across 28 countries. We generate 60% of our revenues 
outside of the UK and one third of our sales are derived from the US 
market, where 30% of our employees are based.
We are the world’s largest Inter-Dealer Broker (IDB) and the only UK 
listed company operating in the IDB sector. All of our principal IDB 
competitors are listed outside of the UK, but operate and compete 
in the same geographies as TP ICAP Group. BGC, Marex and 
StoneX are all listed in the US and Compagnie Financiere Tradition 
SA (‘Tradition’) is listed on the SIX Swiss Exchange. We have no 
directly comparable peers listed in London although we share some 
business characteristics with the FTSE 250 constituent Clarkson plc, 
which operates as a broker in the shipping sector. 
Over the last three years, TP ICAP has diversified and transformed 
its business both in terms of performance and scope. With the 
acquisition of Liquidnet, which is now making a strong contribution 
to our operating income, and through the organic growth of our 
market leading OTC data and analytics business, Parameta 
Solutions, we have improved the quality of our earnings and 
opened up new opportunities for growth in the future. 
In our core broking business we are continuing to roll out our 
strategy of growth through electronification by forging strategic 
partnerships. Most recently we partnered with Amazon Web 
Services (‘AWS’) to accelerate the development of Fusion, our 
market-leading electronic platform. 
Our strategy, driven and delivered by our seasoned Executive team, 
is producing strong results, as demonstrated by the record adjusted 
EBIT achieved in 2024 (+12% in constant currency) and a 5% 
increase in Group revenues. We look to the future with confidence. 
2024 performance outcomes 
Annual bonus outcome
The Group’s robust financial results, including the achievement of 
record profitability, are reflected in the annual bonus outcomes  
for the Executive Directors. In 2024, we delivered an adjusted  
EBIT of £324m, up by 12% in constant currency, with Liquidnet  
and Parameta Solutions accounting for 42% of adjusted EBIT  
(2023: 29%). 
The annual bonus plan for 2024 was assessed against two 
measures: adjusted operating profit (‘EBIT’) (70%) and Executive 
Director performance against individual strategic objectives (30%). 
Taking into account the commendable financial results and the 
Executive Directors’ continued strong delivery against their 
strategic objectives, the overall bonus outcomes as a percentage  
of maximum were 96% for the CEO, 95.5% for the CFO and 94.5% 
for the GGC. 
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
112
113
Governance

Report of the Remuneration Committee continued
When considering bonus payout levels, the Committee looked 
beyond the formulaic outcomes of the annual bonus scorecard to 
consider the wider shareholder experience. In light of the robust 
Group revenue and profit performance, cost discipline, growth in 
dividend payments and exceptional share price performance 
during the year, the outcomes were considered appropriate.
In line with the current Policy, half of the annual bonus for the 
Executive Directors will be deferred into shares for a period of three 
years, with pro-rata vesting, and the remainder of the bonus will be 
paid in cash. The cash bonus and deferred shares are subject to 
malus and clawback provisions for a period of three years from 
award. Full details of the bonus targets and outcomes are set out on 
pages 130 to 134.
RSP outcome
The 2022 RSP was awarded in May 2022 following the approval of 
the Directors’ Remuneration Policy by shareholders. The RSP award 
vests three years after the date of grant subject to the Committee’s 
assessment of a robust performance underpin that is assessed over 
the three-year period. After vesting, the RSP award is then subject 
to an additional holding period of two years. 
An important feature of the RSP is that individual and firmwide 
performance over the prior year is assessed and appropriately 
reflected in the award size as part of a ‘pre-grant test’. An 
assessment of the RSP underpin then takes place prior to vesting to 
ensure that performance over the plan cycle has been sustainable 
and in line with the shareholder experience.
The Committee regularly tracks and documents progress against 
the underpin over the three year plan cycle. For the May 2022 RSP 
award, the underpin assessment period ended on the 31 December 
2024. In line with our Policy, the Committee considered the 
following financial and non-financial factors when determining the 
outcome for the award:
	> Above threshold performance levels have been achieved in each 
of the last three years for the annual bonus plan.
	> The underlying financial performance of the Group over the three 
year assessment period has been strong as evidenced by i) 
revenue growth of +7% in 2022, +3% in 2023 and +5% in 2024 (in 
constant currency); ii) Cash conversion is well in excess of 100%; 
iii) maintenance of the group’s dividend policy at two times 
adjusted earnings; and, iv) Upper quartile TSR performance when 
compared with the FTSE 250 index. 
	> The successful delivery of the Group’s strategic objectives over the 
period, including electronification, dynamic capital management 
through the release of £100m of cash, an improved focus on ESG 
and the management of risk.
In light of these achievements, the Committee was satisfied that a 
vesting outcome of 100% was a fair reflection of underlying 
company performance over the period. The 2022 RSP award will 
therefore vest in full in May 2025 on the third anniversary of grant. 
The award will then be subject to a two-year holding period. 
Further details on the Committee’s assessment of the underpin are 
set out on pages 134 to 135.
2025 Remuneration Policy review 
Context
Our current Policy received strong support from our shareholders, 
with 85.17% of votes in favour at our May 2022 AGM. The main 
change we made at that time was to replace the Long-Term 
Incentive Plan with a Restricted Share Plan largely due to the 
challenges with setting targets, in light of the acquisition of 
Liquidnet, and the Committee’s preference for the executive team 
to focus on the Group’s longer term ambitions, aligned to the 
business strategy.
Three years on since the last Policy review, the Committee believes 
that the RSP continues to be the most appropriate incentive 
structure for TP ICAP. The Committee is comfortable that the RSP 
continues to support the achievement of our business strategy  
and to align our Executive Directors’ interests closely with that  
of our shareholders. 
This is borne out by the impressive progress made since our last 
Policy review. We have reported record adjusted EBIT for 2022, 
2023 and 2024, achieved TSR performance among the top ten in 
the FTSE 250 index (see chart on page 116), we have maintained our 
leading revenue market share in the IDB sector, reduced our debt 
and delivered £90m of share buy backs. Through the diversification 
of our revenue streams, with Liquidnet and Parameta Solutions we 
have also created significant future growth opportunities.
Our highly experienced Group CEO, Nicolas Breteau, is now entering 
his seventh year at the helm. His record is a testament to his ability 
to steer the company through often volatile market environments. 
He has led our management team with a clear focus on delivering 
sustained growth for the business. Since his appointment as Group 
CEO on 10 July 2018, TP ICAP has generated total shareholder 
returns of 56% (as at 31 December 2024) versus a return of 18% for 
the FTSE 250 index. This growth has created £874m in shareholder 
value for TP ICAP shareholders over the period.
It is imperative that we continue to retain and motivate our CEO 
and the wider executive team to secure the delivery of the Board’s 
objectives. In light of the CEO’s tenure, the Committee is also 
mindful of succession planning, and believes that any credible 
future CEO candidate would need to be sourced from the IDB sector 
or to have market infrastructure experience including, for example, 
within exchanges or electronic trading platforms. The remuneration 
offering therefore needs to be sufficiently competitive to attract 
high calibre candidates with the relevant industry experience. 
TP ICAP operates in a highly competitive global market for business 
and talent. In the last three years we have hired new heads for three 
of our four business divisions in Global Broking, Liquidnet and 
Parameta. We have additionally recruited two senior leaders into 
our Energy and Commodities business; the CEO of E&C Americas, 
and the CEO of EMEA. None of these individuals are UK citizens, 
none of them were hired from UK listed companies and three of the 
five were recruited from US companies. Our CEO for Parameta 
Solutions joined us from Pitchbook, a division of Morningstar which 
we have included in our global sector benchmarking peer group 
shown on page 116.
In recent years we have lost talent to peer firms, some of whom 
have been offered remuneration packages far in excess of our CEO. 
In order to remain competitive in the face of global talent market 
forces, we have in some cases had to offer significantly higher pay 
packages when hiring senior managers compared with previous 
incumbents, and in some instances higher than the Group CEO. This 
has led to pay compression within the senior management layer 
below the CEO, as set out in the charts below, which compares the 
total compensation awarded to senior managers and the CEO.
As we explained to our shareholders during our consultation 
meetings, our executive pay levels have been constrained by an 
adherence to a UK remuneration framework which seeks to align us 
with companies far removed from our true international sector 
peers. In a UK context, we have been benchmarked for 
compensation purposes against FTSE 250 Financial Services 
companies, predominantly in the asset management or insurance 
sectors, with whom we do not compete for business or talent.
Reflecting on the above challenges, the Committee therefore spent 
a considerable amount of time to understand the pay levels, pay 
structures and competitive forces in the talent markets which are 
likely to have a strong bearing on our CEO’s retention and 
succession over the coming years. We learned that against our 
global sector peers, which are primarily listed in the US, our CEO’s 
remuneration package is significantly below market levels.
The Committee is, however, mindful that TP ICAP is a UK-listed 
company and in this context we are not seeking to replicate US pay 
practices or pay quantum. Instead we plan to increase the CEO’s 
incentive pay opportunity to a level which the Committee considers 
demonstrates the Board’s clear intention to retain and motivate the 
CEO whilst at the same time remaining aligned to pay scales 
recognisable within the UK’s FTSE Financial Services sector.
Current remuneration competitiveness and peer group selection
The Committee undertook a detailed assessment of the companies 
that TP ICAP competes with for business and talent to ensure that 
we were measuring our compensation practices against the most 
relevant industry benchmarks. 
We also considered a range of other companies reflective of our 
multifaceted business model, including companies where we have 
previously sourced executive talent. The Committee then identified 
appropriate peers based on the following criteria:
	> Sector relevance and business complexity: companies in 
related industries, market sector and/or asset class;
	> Competition for talent: companies that compete with us for 
executive talent and for front office/revenue generating roles;
	> Size, scope and complexity: Companies with comparable 
revenue size, employee numbers, geographic footprint and/or 
market capitalisation; 
	> Peers of peers: companies included in our competitors’ peer 
groups that offer a similar product mix to us; and 
	> Direct competitors for business: companies against which we 
compare our performance, in terms of revenue, profitability and 
market share.
The resulting global sector peer group selected by the Committee is 
shown in the charts on the next page. It includes TP ICAP’s IDB 
peers, BGC, Tradition, Marex and StoneX as well as a range of 
publicly listed companies, similar in size and complexity to TP ICAP 
across the electronic trading platform, agency brokerage and OTC 
data and analytics sectors. Companies identified in this group were 
Virtu Financial Inc, Morningstar Inc, MarketAxess Holdings Inc and 
Tradeweb Markets Inc. It is notable that all of these companies are 
also listed in the US. 
CEO compensation versus senior management team
GGC
CFO
CEO -1
CEO -1
CEO -2
CEO -1
GGC
CFO
CEO -1
CEO -1
CEO -2
CEO -1
The charts above show pay compression between the CEO and senior management. Total compensation for 2022 and 2023 for the CEO and senior management 
is shown on a like-for-like basis. It includes base salary plus annual bonus award and the face value of equity awards.
Total compensation (2022) 
Remuneration awarded to CEO
Total compensation (2023) 
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
114
115
Governance

Report of the Remuneration Committee continued
Remuneration and performance versus global sector 
peer group
CEO
Against our global sector peers, our CEO’s total target 
remuneration is the lowest. By comparison, TP ICAP has the highest 
revenues and has the second largest number of employees in this 
group. TP ICAP has a broad geographical footprint, and among its 
IDB peers derives the highest proportion of its global revenues from 
the US. Relative to this group of companies, TP ICAP has also 
achieved upper quartile TSR performance in the last three years, 
see chart below. Whilst the Committee noted that TP ICAP is one 
of the smaller firms by market capitalization in this group, and 
that this should have some bearing on pay levels, the Committee 
considered that the current gap to market is not sustainable.
We also assessed the incentive structures of our predominantly US 
based sector peers. Whilst these companies typically operate an 
annual bonus and long term incentive plan, US pay practices differ 
somewhat from the UK.
Note: Other companies that were initially considered but not ultimately selected due to the sector and/or size, include CME Group Inc, Interactive Brokers Group Inc, 
Intercontinental Exchange Inc and LPL Financial Holdings Inc.
Data source for the above:
1	
CEO target remuneration data is based on remuneration disclosures taken from proxy statements (for US CEO peers) and disclosures in the Tradition and Marex 2023 Annual 
Report & Accounts for the Highest Paid Director. The target remuneration data, includes target pay for the annual bonus plan and Long-Term Incentive Plan, where 
disclosed. Where target and/or maximum bonus or long-term incentive opportunity is not disclosed by peer firms, the compensation paid in respect of 2023 has been 
included in the data.
2	
Market capitalisation data as at 31 January 2025.
3	
Revenue data based on 2023 disclosures (proxy statements and annual reports for peer firms).
4	
Employee data based on FY 2023 disclosures.
Data source: Alvarez & Marsal. Target remuneration is based on 2023 year-end disclosures. The market capitalisation data shown is as at 31 January 2025. Revenue and 
employee data is based on 2023 year-end disclosures.
CFO
When considering the CFO role, the Committee considered that the 
talent pool is more likely to be domestically focused and so 
reviewed the CFO pay against a peer group of FTSE 250 Financial 
Services companies. As shown in the charts below, the CFO is also 
conservatively positioned against this group with a target total 
remuneration of £1.56m, below the median level of £1.61m. 
By comparison, in terms of size and complexity, as represented 
by market capitalisation, revenues and number of employees, 
As an example, three of our US peers award the annual bonus to 
executives entirely in cash. US companies may also offer a 
combination of time-based restricted stock, performance-based 
stock, and market value options to Executive Directors. 
Performance based awards typically include performance kickers 
which may increase the actual number of shares at vesting. Three 
companies in the peer group, BGC, StoneX and Virtu Financial, do 
not award any performance tested equity and only grant time-
based restricted stock. The equity component of the remuneration 
package for the CEO among US companies is also significantly 
higher than the opportunity offered amongst UK listed companies. 
The total incentive opportunity among our peer firms ranges 
between 4-6x base salary and up to 18.5x salary, on an RSP-
equivalent basis. By comparison, the maximum total incentive 
opportunity for our CEO is 3.75x base salary.
Even when compared with Financial Services companies in the UK 
FTSE 250, we remunerate our CEO relatively conservatively. The 
maximum incentive opportunity on an RSP equivalent basis among 
this group ranges from less than 1x base salary and up to 20x with a 
median of 4.25x base salary. 
TP ICAP ranks between median and upper quartile levels on market 
capitalisation, and is the top company on revenues and number of 
employees. Although publicly disclosed pay data for the CFO role 
among our global sector peer group is more limited, the Committee 
also noted that when comparing total target compensation 
against the five companies which publish this information, our CFO 
is positioned similarly to the CEO. With total target remuneration of 
£1.56m the CFO is second from the bottom of the group where total 
target remuneration ranges from £1m to £6.5m. 
TSR performance relative to the FTSE 250 and global sector peers
Dec 21
Jan 22
Feb 22
Mar 22
Apr 22
May 22
Jun 22
Jul 22
Aug 22
Sep 22
Oct 22
Nov 22
Dec 22
Jan 23
Feb 23
Mar 23
Apr 23
May 23
Jun 23
Jul 23
Aug 23
Sep 23
Oct 23
Nov 23
Dec 23
Jan 24
Feb 24
Mar 24
Apr 24
May 24
Jun 24
Jul 24
Aug 24
Sep 24
Oct 24
Nov 24
Dec 24
FTSE 250
Peer Group Median
Vale of £100 invested on 31 December 202
TP ICAP
Peer Group Upper Quartile
50
100
150
200
250
Data source: Alvarez & Marsal 
Constituents of the peer group: Tradeweb Markets Inc, MarketAxess Holdings Inc, BGC Group Inc, Morningstar Inc, Compagnie Financière Tradition SA, Marex Group Plc, 
StoneX Group Inc and Virtu Financial Inc
TP ICAP
Group plc
Marex
StoneX Group
Tradition
MarketAxess
Holdings
Morningstar
Virtu Financial
Tradeweb
Markets
BGC Partners
£2.80m
£0
£10m
Tradition
Marex
TP ICAP
Group plc
StoneX Group
BGC Partners
Virtu Financial
MarketAxess
Holdings
Morningstar
Tradeweb
Markets
£2,055m
£0
£22,000m
MarketAxess
Holdings
Tradition
Marex
Tradeweb
Markets
BGC Partners
Morningstar
Virtu Financial
StoneX Group
TP ICAP
Group plc
£2,191m
£0
£2,200m
MarketAxess
Holdings
Virtu Financial
Tradeweb
Markets
Marex
Tradition
BGC Partners
StoneX Group
TP ICAP
Group plc
Morningstar
5,200
0
11,300
CMC Markets
AJ Bell
Ashmore
JTC
Rathbone
Brothers
Quilter
Jupiter Fund
Management
TP ICAP
Group plc
Liontrust Asset
Management
Plus500
IG Group
Holdings
Clarkson
ABRDN
Lancashire
Holdings 
Man Group
Ninety One
£1.56m
£0
£2.7m
Liontrust Asset
Management
Jupiter Fund
Management
CMC Markets
Ashmore
Group
Clarkson
Ninety One
Lancashire
Holdings
Rathbone
Brothers
JTC
AJ Bell
TP ICAP
Group plc
Plus500
Quilter
Man Group
ABRDN
IG Group
Holdings
£2,055m
£0
£3,600m
Liontrust Asset
Management
Plc
Ashmore
AJ Bell
JTC
CMC Markets
Jupiter Fund
Management
Plus500
Clarkson
Rathbone
Brothers
Ninety One
Man Group
Lancashire
Holdings 
IG Group
Holdings
Quilter
ABRDN
TP ICAP
Group plc
£2,191m
£0
£2,191m
Liontrust Asset
Management
Ashmore
Group
Lancashire
Holdings
Jupiter Fund
Management
Plus500
CMC Markets
Ninety One
AJ Bell
Man Group
Clarkson
JTC
IG Group
Holdings
Quilter
Rathbone
Brothers
ABRDN
TP ICAP
Group plc
5,200
0
5,200
Engagement with shareholders on the 2025  
Policy review 
We began formal consultation with shareholders in the autumn of 
2024 and engaged with all of our largest shareholders, 
representing over 60% of our issued share capital. We also 
engaged with the three main proxy agencies. During our 
discussions with our major shareholders, we were pleased to hear 
that a large majority of our shareholders were supportive of our 
proposals on remuneration quantum and understood the rationale 
behind the changes we are proposing. The key themes emerging 
from our discussions with shareholders were:
	> An appreciation of the competitive landscape in which TP ICAP 
operates, within the IDB sector and across our diversified business 
model;
	> Recognition that our main competitors are predominantly US 
listed companies which operate more generous US pay models;
	> An understanding that when compared with our global peers, 
TP ICAP’s size, scale and complexity is not reflected 
appropriately in the current levels of remuneration for our 
Executive Directors, and in particular the CEO;
	> An appreciation of the need to retain and incentivise our CEO 
in the context of our global talent marketplace and the potential 
future succession challenges that may arise if we continue to 
be constrained by the current Policy; 
	> An understanding of the Committee’s commitment to continue to 
apply suitably stretching targets under the annual bonus plan 
and to maintain the robust performance underpin for RSP awards 
so as to ensure Executive Director pay outcomes align to the 
experience of our shareholders; and
	> Overall support for the changes proposed under our new Policy.
Remuneration Policy proposals for 2025
Given the strong performance of the Group and the global 
marketplace in which we operate, and taking into account 
feedback that we have received from our shareholders, we are 
proposing to make the following changes to the new Policy. 
Maximum incentive opportunity under the 2025 Policy
In reviewing our current remuneration arrangements, the 
Committee’s main focus was to ensure that it would have the means 
to retain and motivate our current Executive Directors, in particular 
the CEO, and to address the internal pay compression we are 
experiencing at senior management levels. The Committee was 
also mindful that the new Policy would need to be sufficiently 
flexible to attract high calibre candidates, should this be required 
during the term of the proposed Policy. 
Global sector peers
CEO target remuneration
Market capitalisation
Revenue
Employees
FTSE 250 FS companies
CFO target remuneration 
Market capitalisation 
Revenue 
Employees 
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
116
117
Governance

Report of the Remuneration Committee continued
We believe that we have the right incentive framework in place and 
our RSP has enabled the Executive Directors to focus on the long 
term delivery of the group’s strategy. Our proposals will ensure that 
a meaningful proportion of total remuneration will continue to be 
tied to long-term performance through the RSP which will remain 
subject to a robust underpin assessment.
We have clearly identified that, in particular for the CEO, there is 
a significant gap in the remuneration opportunity we are able to 
offer when compared with our international peers. Whilst we are 
not seeking to adopt a US pay model or to match US pay levels,  
we are seeking to move towards a more competitive and 
sustainable remuneration package. We are therefore proposing  
to increase the incentive opportunity for the CEO from 250% of 
salary to 300% for the annual bonus and from 125% of salary to 
200% on the RSP award. For the CFO and Group General Counsel, 
no change is proposed to the current annual bonus opportunity  
of 200% of salary and a modest increase from 125% to 150% for 
the RSP is proposed. 
Shareholding requirements and deferral policy changes
We recognise the importance of our executives maintaining
long-term shareholding in the company in order that their interests 
are aligned with those of our shareholders. As such, we propose to 
increase the minimum shareholding requirements for all Executive 
Directors to align with the long-term incentive opportunity on a PSP 
equivalent basis. For the CEO, the minimum shareholding 
requirement will increase from 300% to 400% of salary, and for the 
CFO and GGC it will increase from 200% to 300% of salary.
We have also revisited our bonus deferral policy, in view of the fact 
that our Executives have now built up significant shareholdings in 
the company. We intend to retain the current Policy of deferring the 
annual bonus at 50%, except where an Executive Director has met 
their minimum shareholding requirement (‘MSR’). In such a case the 
Committee will have the flexibility to reduce the rate of deferral on 
the annual bonus down to a minimum 25%.
Following a pre-grant assessment in early March 2025, the 
Committee intends to grant Restricted Share Awards under the 
existing Policy limits of 125% of salary for all Executive Directors, 
following the 2024 full year results announcement. Subject to 
shareholder approval of the new Policy, the Committee intends to 
grant top-up Restricted Share Awards, as soon as practicable 
following the AGM, to bring the in-year awards for 2025 up to the 
new Policy maximum of 200% of salary for the CEO and 150% of 
salary for the CFO and GGC.
Share plan rules
Alongside our Policy review, we have also refreshed our long term 
incentive and deferred bonus plans, and will be presenting our 
updated plan rules to shareholders for approval at the AGM. Our 
current Restricted Share Plan will be replaced with an Executive 
Share Plan (‘ESP’), which will be aligned to the new Policy. It will 
incorporate the ability to grant both Restricted Share Awards 
(‘RSA’) and performance based awards. Executive Directors will 
only be permitted to receive awards in line with the shareholder 
approved Directors’ Remuneration Policy. 
In April this year, we replaced a cash settled bonus deferral plan for 
our brokers with an equity settled scheme. Following this, we are also 
consolidating our bonus deferral plans for all employees into one 
Equity Deferral Plan (‘EDP’). Both the ESP and EDP reflect the latest 
institutional shareholder guidelines, referenced in the Investment 
Association’s updated ‘Principles of Remuneration’ published in 
October 2024. We will also be presenting our all-employee share 
plans (a UK Sharesave and a new Global Employee Share Purchase 
Plan) to shareholders for approval. Further details on these plans are 
set out in the 2025 Notice of Annual General Meeting.
Wider workforce considerations
Separately, the Committee also oversees remuneration of the wider 
employee population. During the year, the Committee undertook a 
review of TP ICAP’s pensions and benefits across the Group. 
Following this review, and effective from 1 June 2025, the 
Committee intends to remove the salary cap applied to employer 
contributions for all UK non-broking employees. The Committee 
also approved an increase to the employer pension contribution 
rate from 6% to 8% of base salary, provided the employee 
contributes a minimum 4% of base salary. For certain employees 
affected by the minimum tapered annual allowance limits, it was 
decided that employees could opt to receive a cash allowance in 
place of pension contributions. These changes have been received 
very positively.
A key activity during 2024 has been to support and maintain a 
positive employee culture with a strong focus on responsible conduct 
and risk management. The Group’s ‘Triple A’ values (Accountability, 
Authenticity and Adaptability) emphasise the importance of 
accountability in the workplace and the need to treat all colleagues 
with respect. Aligned to this, the Company implemented a refreshed 
performance management process in 2023 which we have 
continued to embed throughout 2024, designed to ensure that 
managers are fully reviewing the ‘how’ as well as the ‘what’ when 
assessing individual performance. This includes considering culture, 
conduct and risk factors when setting remuneration. 
Implementation of the Policy in 2025
The new Policy will apply from 14 May 2025, subject to shareholder 
approval at the upcoming AGM.
Base salaries
The Committee has reviewed the base salaries of the Executive 
Directors for 2025, in light of their individual responsibilities, 
relevant market comparators and in the context of the average 
3% salary increases we are awarding non-broking employees 
across the Group. The CEO’s salary will be kept at the current level 
of £800,000 for 2025, despite the prevalence of higher salaries 
among our global sector peers. The Committee felt that the gap 
to market was best addressed at this time through an increase in 
incentive opportunity rather than through an increase in salary. 
For the CFO, in the context of his strong performance in recent 
years, acknowledging his proven track record of delivery, 
disciplined cost control and overall strong financial performance of 
the Group, the Committee decided to increase his base salary from 
£475,000 to £505,000 (6% increase). The Committee is very 
mindful that this increase is larger than the average increase for the 
wider workforce, however, it considered that a recalibration was 
appropriate at this time. 
The Committee determined that a base salary increase of 1% for 
the Group General Counsel (GGC) was appropriate, which is below 
the average increase for the wider UK non-broking population.
Definitions used in this report
‘Executive Director’ means any executive member of the 
Board.
‘Senior Management’ means the global heads of the Front 
Office Businesses, Regional CEOs and global heads of the 
Corporate & Support functions.
‘Broker’ means front office revenue generators. 
‘Control Functions’ means those employees engaged in 
functions such as Compliance, Risk, Internal Audit and Legal.
‘Remuneration Code’ means the SYSC 19G MIFIDPRU 
Remuneration Code. 
‘2013 Regulations’ means the Large and Medium-sized 
Companies and Groups (Accounts and Reports) Regulations 
2013, as amended by the 2018 and 2019 Regulations.
All colleagues are eligible for performance-related bonus awards. 
Awards for 2024 for the wider colleague population were aligned to 
the performance of the group as a whole and reflected business unit 
and individual performance, taking into account internal and 
external pay benchmarks.
In line with our focus on cost control and in the context of falling 
inflation rates, the Committee approved a salary increase budget 
of 3% for support staff for 2025.
 
Non-Executive Directors’ fees 
With effect from 1 January 2025, we intend to increase the fees 
payable to Non-Executive Directors. Whilst the Committee 
periodically reviews fees against market benchmarks, fees have in 
recent years remained static and this will be the first increase since 
January 2020. This move is intended to reflect the continuing 
increase in workload and responsibilities of our Non-Executive 
Directors within a large, global, complex, publicly listed company. 
Further detail is provided on page 139. No Board member 
participated in any decisions relating to their own fees.
Concluding remarks
I would like to take this opportunity to thank all of our major 
shareholders, proxy agencies and other internal and external 
stakeholders for their valuable input during the last year as we 
formulated our new Policy proposals. 
I will remain available should any of our shareholders wish to 
discuss our approach to executive pay prior to our AGM. I hope that 
you will join the Board in supporting the resolution to approve the 
2024 Directors’ Remuneration Report and the 2025 Policy at the 
upcoming AGM.
Tracy Clarke
Chair
Remuneration Committee
11 March 2025
Summary of proposed Policy key changes
Annual bonus
Restricted shares
Shareholding requirement % 
of salary
Executive Directors
Current Policy maximum
Proposed Policy 
maximum
Current Policy 
maximum
Proposed Policy 
maximum
Current Policy
Proposed Policy
Group CEO
250%
300%
125%
200%
300%
400%
Group CFO
200%
200%
125%
150%
200%
300%
Group General Counsel
200%
200%
125%
150%
200%
300%
Annual bonus measures and targets
The Committee sought the views of major shareholders during the 
consultation to understand whether it was appropriate to introduce 
an additional financial metric for the annual bonus plan, and if so, 
whether shareholders had any preferred measures. The feedback 
from shareholders was mixed. Whilst there was some support for 
the introduction of a cash conversion metric, some shareholders 
also expressed a preference for a return metric. Having considered 
all points of view, the Committee determined that the current 
measures (adjusted EBIT with a 70% weighting and strategic 
objectives with a 30% weighting) continue to remain appropriate 
in light of the ongoing transformation projects outlined at the half 
year. We will nonetheless keep the annual bonus measures under 
review and will revisit this in 12 months to ensure the measures 
remain appropriately aligned to the prevailing business strategy 
and objectives for the Group, as the impact of our drive to achieve 
greater operational efficiencies becomes clearer.
For 2025, the Committee has reviewed the annual bonus plan 
targets (which will be disclosed retrospectively) to ensure they are 
appropriately robust and stretching in the context of an increase 
in bonus opportunity for the CEO. 
RSP underpin
Following consultations with shareholders, we know that the 
operation of the underpin is a key area of importance for 
shareholders. In addition to a pre-grant performance test, we 
operate a comprehensive and robust underpin that is assessed at 
vesting to allow the Committee to lower the vesting (potentially to 
nil) in the instances of poor performance. The Committee will retain 
full discretion to reduce or cancel vesting outcomes on the basis of 
the assessment of the underpin, which includes whether threshold 
performance levels have been achieved under the annual bonus, 
over the three-year period. 
We will not be making any changes to the current underpin as set 
on page 125 as we believe that it provides important safeguards 
and supports the alignment of Executive Director remuneration and 
shareholder interests. 
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
118
119
Governance

Performance year 
Year 1
Year 2
Year 3
Year 4
Year 5
Salary
Paid in cash
Pension/
benefits
Company contributes 
6% of capped salary
Annual 
bonus
Performance period
50% of bonus is 
paid in cash
50% of bonus is deferred into shares 
vesting over 3 years plus 6 month hold
Restricted 
Share Plan
Pre-grant test of 
performance
Delivered in shares vesting after a 3-year period
2-year holding period applies 
DIRECTORS’ REMUNERATION POLICY SUMMARY
The below table sets out a summary of our current and proposed Remuneration Policy for Executive and Non-executive Directors, as well 
as our proposed implementation for 2025. All sections of this report are unaudited, unless indicated otherwise.
Remuneration Policy for Executive Directors
Element and summary of 2022 Policy
Summary of proposed 2025 Policy changes
Implementation of 2025 Policy for 2025
Base salary
Base salaries are reviewed annually to ensure they are not significantly 
out of line with the market. Salary increases normally take effect on 1st 
January each year.
No change
2025 base salary levels effective from 1 January 2025:
	> Nicolas Breteau £800,000 (0% increase)
	> Robin Stewart £505,000 (6% increase)
	> Philip Price £485,000 (1% increase)
Benefits and pension
Benefits: include, but are not limited to, medical cover, participation in 
schemes available to all UK non-broking employees such as the Group’s 
life assurance and income protection schemes.
Pension allowances: In line with the pension allowance (6% of capped 
salary) available to all UK non-broking employee population.
No change
Benefits and pension provision will be in line with the 
wider workforce, defined as UK non-broking employees.
Annual bonus
The maximum bonus award for the Group CEO is 250% of base salary 
and for the other Executive Directors 200% of base salary.
Annual assessment of performance against financial and strategic 
objectives.
Bonus awards are subject to 50% deferral into shares over a three-year 
period with a further retention period if required by regulation.
Awards are subject to malus and clawback. A clawback period 
of 3 years applies to all awards post settlement.
The maximum award for the Group CEO 
will be 300% of base salary and for the 
other Executive Directors will remain at 
200% of base salary.
The Committee will have the discretion 
to reduce the annual bonus deferral rate 
from 50% to a minimum of 25% where 
an Executive Director has met their 
minimum shareholding requirement. 
No material change proposed to the 
structure of the bonus plan including 
measures and malus and clawback 
provisions.
Measures: The following measures and weightings will 
apply to the 2025 bonus (unchanged from previous 
policy):
	> Adjusted Operating Profit 70%
	> Strategic Objectives 30%
Deferral: Where an Executive Director has not yet met 
their minimum shareholding requirement, the deferral 
rate is 50% of annual bonus. 
Where the shareholding requirement has been met, the 
Committee will have the flexibility to reduce the annual 
bonus deferral from 50% to a minimum deferral rate of 
25%. 
Long Term Incentive
RSP awards 
Maximum opportunity of 125% of salary for all Executive Directors.
Annual awards of conditional shares or nil cost share options, vesting 
after a three-year period. Awards are subject to the Committee’s 
assessment of the underpin. A two-year holding period applies after 
vesting. Awards are subject to malus and clawback provisions. 
Maximum annual grant of 200% of base 
salary for the CEO and 150% of base 
salary for the CFO/GGC.
No change to structure of the plan 
including underpin, holding period and 
malus and clawback provisions.
Under the new Policy, Executive Directors 
will receive ‘Restricted Share Awards’ 
(RSAs) which will be structured exactly 
the same as the RSP awards under the 
2022 Policy.
Restricted Share Awards will be granted under the new 
Executive Share Plan rules, subject to shareholder 
approval at the May 2025 AGM. The 2025 RSA awards 
will be as follows:
	> CEO: 200% of salary
	> CFO/GGC: 150% of salary
In line with the 2022 Policy, Restricted Share Awards will 
be granted as conditional share awards or nil cost 
options which will vest subject to the assessment of an 
underpin.
Shareholding requirements
Executive Directors must hold a minimum number of the Company’s 
ordinary shares equivalent to 300% of base salary in respect of the 
Chief Executive Officer and 200% of base salary for all other Executive 
Directors built over a five-year period.
Post-employment holding period
Executive Directors will be expected to retain the lower of:
i) shares equal to their in-role requirement (300% of salary for CEO and 
200% of salary for other Executive Directors); or ii) the actual 
shareholding on departure, if lower, until two years following cessation 
of employment.
An increase in the minimum 
shareholding requirement.
No change to the post-employment 
holding period.
The minimum shareholding requirement for 2025 
onwards, will be as follows: 
	> CEO: 400% of salary
	> CFO/GGC: 300% of salary
Remuneration Policy for Non-executive Directors
Element and summary of 2022 Policy
Summary of proposed 2025 Policy changes
Implementation of 2025 Policy for 2025
Chair of the Board and Non-executive Director fees
The fees for the Non-executive Directors are reviewed annually and 
determined by the Board to reflect appropriate market conditions, and 
may be increased if considered appropriate.
No change in policy
Fees for Non-executive Directors for 2025:
Position
Fee
Chair of the Board 
£350,000 (17% increase)
NED base
£75,000 (7% increase)
Senior Independent 
Director
£20,000 (3% increase)
Chair of the Audit, 
Risk and Remuneration 
Committees
£30,000 (20% increase)
Membership of the Audit, 
Risk and Remuneration 
Committees
£12,000 (20% increase)
Overseas-based 
NED supplement
£35,000 (0% increase)
Regional Engagement NED
£10,000 (0% increase)
Report of the Remuneration Committee continued
Remuneration at a glance
 Salary
 Pension and other benefits
 Bonus
 RSP
EXECUTIVE REMUNERATION FOR 2024
A summary of the single total figure of remuneration and incentive outcomes is included below. For further information see pages 129 to 135.
2024 single figure outcome 
Group Chief 
Financial Officer 
Robin Stewart
Group Chief 
Executive Officer 
Nicolas Breteau
Group General 
Counsel 
Philip Price
£4.90m
£2.68m
£2.71m
Delivery of remuneration
 Adjusted EBIT
 Strategic performance
Total bonus outcome
2024 bonus outcome
Outcome
Maximum
94.5%-96%
100%
70%
24.5%-26%
70%
30%
2022-2024 Restricted Share Plan – underpin assessment
Assessment
Factors considered when assessing the RSP underpin
2022
2023
2024
Threshold performance levels achieved for the annual bonus
Yes
Yes
Yes
Reported revenue for the 3 year assessment period
£2,115m
£2,191m
£2,253m
Profitability: Group Adjusted EBIT
£275m
£300m
£324m
Relative TSR¹
Upper quartile
Adherence to dividend policy to maintain dividend cover of 2x 
adjusted post-tax earnings
2x adjusted post-tax earnings
Performance against strategic priorities designed to promote the 
long-term success of the Group
Consideration of operating model improvements, 
building on the Group’s competitive advantage, 
digital and technology improvements,  
focus on ESG, employee satisfaction and  
the management of risk.
Total RSP vesting outcome
100%
1	
Data source: Alvarez & Marsal. Relative TSR performance measured against the FTSE 250 index. The FTSE 250 comparator group excludes real estate companies and 
investment trusts. 
Financial
Strategic
Malus will apply up to the point of award settlement and clawback will apply to awards up to three years following settlement.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
120
121
Governance

Remuneration at a glance continued
Strategic rationale: the link between our strategic priorities, 
key performance indicators and our incentive plans
Linking pay to performance: key performance indicators
The performance KPIs in the variable incentive arrangements for 2024 were chosen because they support the delivery of the Group 
strategy and are critical to ensuring a transparent link between executive remuneration, business performance and alignment to the 
interests of our key stakeholder groups, as shown in the chart below.
Alignment of key performance indicators to strategy and stakeholders
TP ICAP goals
Annual bonus 
measure and  
RSP underpin 
consideration
Link to  
strategic 
objectives
Further detail on the KPIs  
and alignment to strategy
Alignment to 
stakeholder  
groups
Financial
Adjusted  
operating  
profit 
 
  
  
A measure of the annual performance of the Group and a key 
factor that reflects the delivery of our strategic pillars of 
Transformation, Diversification and Dynamic Capital 
Management.
  
  
  
Revenue
  
  
A key focus for the Group is revenue growth and diversifying our 
product portfolio which in turn creates sustainable value for our 
shareholders.
   
TSR performance
  
TSR performance is an important metric in our delivery of 
shareholder returns and delivering against our strategic 
priorities. 
  
Cash generation
  
  
Cash generation is an important measure of Dynamic Capital 
Management. We are committed to releasing more cash for 
ongoing business investment, including targeted M&A, where 
appropriate, debt reduction and further capital returns. 
  
Adherence to 
dividend policy 
The Group’s dividend policy is to pay half of the adjusted post-tax 
profits for the year to shareholders. This is important in the 
context of managing the Group’s cash by revenue growth, capital 
optimisation and operational efficiencies. 
 
Non-financial KPIs
Strategic objectives
 
  
  
Includes the Group’s non-financial key performance indicators, 
including (but not limited to), operating model improvements, 
building on the Group’s competitive advantage, digital and 
technological improvements, focus on ESG (including 
sustainability), employee satisfaction and the management of 
risk and operational excellence. These measures are crucial in 
delivering sustainable shareholder returns.
  
 
   
 Annual bonus
 Clients
 Communities and environment
 Suppliers and business partners
 RSP
 Employees
 Shareholders
 Regulators
Annual bonus
Restricted Share Plan underpin
Adjusted  
EBIT
TSR  
performance
Revenue
Adherence  
to dividend  
policy 
Strategic 
objectives 
Strategic 
objectives
Profitability 
Cash  
generation 
Diversification
New clients, new 
asset classes, more 
non-broking revenue
Dynamic Capital 
Management
Capital returns, debt 
reduction, and ongoing 
investment
Transformation
Future-proofing our 
Group through 
technology and 
operational excellence
Our vision
Our vision is to be the  
world’s most trusted,  
and innovative, liquidity  
and data solutions specialist
Our strategy
Directors’ Remuneration Policy
This section of the Report sets out our new Directors’ Remuneration Policy (the ‘new Policy’). The Policy was last approved by shareholders 
at the 2022 AGM and is due for renewal at the 2025 AGM. The full version of the current 2022 Policy can be found in the 2021 Annual 
Report on the Company’s website.
The new Policy, which will be presented to shareholders for approval at the AGM on 14 May 2025 is detailed in full in the following section. 
If approved, the new Policy will take effect from the date of the AGM, until then the previously approved Policy will apply. 
Background
The letter from the Remuneration Committee Chair on pages 112 to 119 explains the background to this Remuneration Policy review and 
the Committee’s rationale for the proposed Policy. The Committee has engaged extensively with shareholders when formulating this Policy 
and is grateful for the input received. The 2025 Policy has been designed to incentivise the Executive Directors to deliver the Group’s 
strategic objectives which in turn should create shareholder value. 
While the Committee did not directly engage with the workforce on executive pay matters or the new Policy, employees are able to raise 
any comments or questions as part of the regular employee engagement sessions with NEDs, through engagement surveys or through 
the employee networks. On page 126, we explain how the Directors’ Remuneration Policy differs to the wider company pay policy. 
Remuneration Policy and practices in the context of the UK Corporate Governance Code 2018
The Company’s Remuneration Policy is designed to attract, motivate and retain employees with the necessary skills and experience to 
deliver the strategy, in order to achieve the Group’s objectives. The key drivers of our Remuneration Policy are:
Alignment to culture 
	> Align the interests of the Executive Directors with the long-term interests of shareholders and the strategic 
objectives of the Group;
	> Include incentives that are aligned with and support the Group’s business strategy and align executives to the 
creation of long-term shareholder value;
	> To reinforce a strong performance culture across a range of performance metrics, including behaviours, risk 
management, customer outcomes and the development of the Group’s culture in line with our values over the 
short and long-term; and
	> To align management and shareholder interests through building material share ownership over time.
Clarity
	> To clearly communicate our Directors’ Remuneration Policy and reward outcomes to stakeholders; and
	> The Committee adopts a transparent approach to pay, by engaging regularly with the Executive Directors, 
shareholders and their representative bodies to explain the approach to executive pay and how this aligns 
with TP ICAP’s strategy.
Simplicity
	> To ensure that our Directors’ Remuneration Policy is clear and easily understood. 
Risk
	> To provide a balanced package between fixed and variable pay, and long and short-term elements, to align 
with the Group strategic goals and time horizons while encouraging prudent risk management; 
	> To ensure reward processes and policies are compliant with applicable regulations, legislation and market 
practice, and are operated within the bounds of the Board’s risk appetite; and
	> There are appropriate measures in place to ensure alignment with shareholder interests, including 
shareholding requirement, post-vesting holding period, mandatory deferral of bonus into shares and malus 
and clawback provisions. 
Predictability
	> To set robust and stretching performance targets that reward exceptional performance; and
	> To set remuneration within the limits established under the Directors’ Remuneration Policy.
Proportionality
	> To attract, retain and motivate the Executive Directors and senior employees by providing total reward 
opportunities which, subject to individual and Group performance, are competitive within our defined 
markets both in terms of quantum and structure for the responsibilities of the role;
	> To ensure that remuneration practices are consistent with and encourage the principles of equality, inclusion 
and diversity;
	> To consider wider employee pay when determining that of our Executive Directors; and
	> To align management and shareholder interests.
Further information on risk management
The Remuneration Committee considered the relationship between incentives and risk when approving the Remuneration Policy that will 
apply throughout the Group. Details of the Group’s key risks and risk management are set out in the Strategic report of the 2024 Annual 
Report and Accounts on pages 59 to 63. 
The majority of transactions are brokered on a Name Passing basis where the business is not a counterparty to a trade. Commissions 
earned on broking activities are received monthly in cash. The Name Passing business does not take any trading risk and does not hold 
principal trading positions. This business only holds financial instruments for identified buyers and sellers in matching trades which are 
generally settled within one to three days. The Matched Principal business is exposed to counterparty credit risk as the business is the 
counterparty to both the buyer and seller and therefore bears the risk of counterparty default during the period between execution and 
settlement of the trade. The business does not have valuation issues in measuring its profits. 
The Company’s Remuneration Policy reflects the risk profile of the Group, is consistent with and promotes sound and effective risk 
management and does not encourage excessive risk taking. 
The Company’s Remuneration Policy is consistent with the measures set out in the Group’s compliance manuals relating to conflicts of 
interest. The Company’s policy is to ensure that variable remuneration is not paid through vehicles or methods that facilitate avoidance of 
the Remuneration Code.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
122
123
Governance

Proposed policy table for Executive Directors 
The Policy set out in the following pages is proposed for approval by shareholders at the 2025 AGM. 
Component and  
link to strategy
Operation of  
component
Maximum  
opportunity
Performance  
assessment
Base salary
To help recruit, reward and 
retain talent of the calibre and 
experience required to develop 
and deliver the Group’s 
strategy. Reflects a market 
competitive rate of pay taking 
account of the employee’s role 
and responsibilities, skills and 
experience, and ongoing 
contribution.
Base salaries are reviewed annually taking into account 
a range of factors, including:
	> Size, scope and complexity of the role;
	> Skills and experience of the individual;
	> Market competitiveness/relative pay positioning;
	> Performance of the Group and the individual;
	> Wider market and economic conditions; and
	> Level of salary increases being made across the Group.
There is no defined 
maximum salary, but 
any increases will take 
into account the 
prevailing market 
conditions as well as 
increases for the wider 
workforce (and factors 
detailed on previous 
column).
n/a
Benefits 
To provide a competitive level 
of benefits in line with local 
market practice
Benefits include but are not limited to, medical cover, 
Group life assurance, income protection schemes and car 
benefit. These are offered to Executive Directors as part  
of a competitive remuneration package. Executives are 
eligible to participate in the Group’s Sharesave Plan on 
the same basis as other employees. 
The Committee retains the discretion to provide 
additional benefits or allowances, if considered 
appropriate and reasonable. These may include but  
are not limited to, relocation expenses and housing 
allowance.
Directors will be reimbursed for reasonable business 
expenses incurred in the performance of their duties, 
including any tax that may arise thereon.
The cost of providing 
benefits can vary in 
accordance with 
market conditions, 
therefore there is no 
defined maximum. 
n/a
Pension
Provision of pension 
contribution (or a cash 
allowance as appropriate), 
aligned to the pension 
contribution rate available to 
UK non-broking employees
Executive Directors are invited to participate in the 
Group’s defined contribution pension scheme or take 
a cash allowance in lieu of pension entitlement 
In line with the pension 
contribution/
allowance available 
to UK non-broking 
employees, currently 
6% of salary 
up to a salary 
cap of £105,600. 
n/a
Annual discretionary bonus
Rewards annual performance 
against challenging financial 
and strategic objectives.
Aims to motivate and retain 
Executive Directors, consistent 
with the risk appetite 
determined by the Board. 
Annual assessment of performance against strategic and 
financial objectives. The strategic and financial objectives 
will be set on an annual basis and disclosed 
retrospectively.
Deferral: Where an Executive Director has not yet met 
their shareholding requirement, the deferral rate is 50% 
of annual bonus. 
Where the shareholding requirement has been met, the 
Committee will have the discretion to reduce the bonus 
deferral from 50% to a minimum deferral rate of 25%.  
Deferred bonus is awarded in Company shares which vest 
on a pro-rata basis over three years. These shares may be 
used to meet the minimum shareholding requirement 
(net of expected PAYE deductions). Deferred shares may 
need to be held for an additional period after vesting, 
if required by financial services regulations.
Dividend equivalents may be paid on deferred share 
awards, these will be delivered (as shares or cash at the 
discretion of the Remuneration Committee) at the point 
of vesting. The terms of the awards may be amended in 
accordance with the relevant plan rules, for example, 
to take account of legal, tax and regulatory changes.
Recovery provisions: Awards will be subject to the Group 
Malus and Clawback Policy. Awards are subject to malus 
up to the point of settlement and clawback provisions may 
apply for a period of up to 3 years from the date on which 
awards have been settled. Malus and clawback will apply 
in line with the triggers described below the Policy table. 
Maximum bonus 
opportunity:
	> CEO: 300% of 
salary
	> Other Executive 
Directors: 200% 
of salary
Performance is measured over the financial year. 
The Committee will determine the mix of performance 
measures, weightings and targets each year and these 
may vary in accordance with business priorities.
Measures will be based on a combination of financial 
performance (such as Adjusted EBIT) and strategic 
objectives with at least 70% of the bonus being 
determined by financial measures. 
Directors’ Remuneration Policy continued
Component and  
link to strategy
Operation of  
component
Maximum  
opportunity
Performance  
assessment
Long-term Incentive
Restricted Share Awards 
(to be granted under the 
Executive Share Plan, subject to 
shareholder approval at the 
2025 AGM) 
Aligns the Executive Directors’ 
interests with shareholders by 
focusing on mid to longer-term 
shareholder returns.
Annual awards of conditional shares or nil cost options, 
vesting after a three-year period. The awards will vest 
subject to the satisfactory achievement of the underpin. 
The Executive Directors may sell a sufficient number of the 
vested shares to settle the tax on vesting, but must retain 
the balance for a further two-year sale restriction period.
Dividend equivalents accrue on Restricted Share Awards 
to the extent that they vest. Dividend equivalents will 
be delivered (as shares or cash at the discretion of the 
Remuneration Committee) at the point of vesting 
(or exercise for options). 
Recovery provisions: Restricted Share Awards will be 
subject to the Group Malus and Clawback Policy. Awards 
are subject to malus up to the point of settlement and 
clawback provisions may apply for a period of up to 3 
years from the date on which awards have been settled. 
Malus and clawback will apply in line with the triggers 
described below the Policy table. 
The terms of awards may be amended in accordance with 
the relevant plan rules, for example to take account of 
legal, tax and regulatory changes.
Maximum annual 
grant of Restricted 
Share Awards: 
	> CEO: 200% of base 
salary
	> Other Executive 
Directors: 150% of 
base salary 
Prior to the grant of the award, the Committee will 
consider individual, business unit and firm performance 
over the previous year as part of a pre-grant test.
The Restricted Share Awards are subject to the 
Committee’s assessment of an underpin at the point of 
vesting.
In assessing the underpin, the Committee shall have 
regard to the Group’s financial and non-financial 
performance over the course of the vesting period, and 
may take into account the following factors (amongst 
others) when determining whether to exercise its 
discretion to adjust the number of shares vesting:
	> Whether threshold performance levels have been 
achieved for the performance conditions for the 
annual bonus plan for each of the three years in the 
vesting period;
	> The underlying financial performance progression 
over the vesting period, considering (but not limited 
to) factors such as revenue, profitability, absolute/
relative TSR performance, cash generation and 
adherence to the dividend policy (to maintain a 
dividend coverage ratio of 2x (adjusted earnings 
divided by dividend);
	> Performance against strategic priorities designed to 
promote the long-term success of the Company 
including (but not limited to) operating model 
improvements, building on the Group’s competitive 
advantage, digital and technology improvements, 
focus on ESG (including sustainability), employee 
satisfaction and the management of day-to-day 
risks.
At the point of award and at vesting, the Committee 
will also review whether there have been any windfall 
gains. If the Committee considers that the Executive 
Directors have inappropriately benefited from a 
windfall gain, then they will have the ability to reduce 
the award accordingly.
Non-Executive Directors remuneration
Component and  
link to strategy
Operation of  
component
Maximum  
opportunity
Performance  
assessment
Fees
To attract high-calibre, 
experienced Non-executive 
Directors.
Paid monthly in arrears. The fees are reviewed and 
determined annually by the Board to reflect market 
conditions and may be increased, if appropriate. Fees are 
benchmarked against other UK listed companies of 
comparable size and activities. 
Additional fees for additional responsibilities of the 
Independent Non-executive Directors, for chairing each of 
the Audit, Risk and Remuneration Committees or other 
services performed such as acting as Workforce 
Engagement Director or a trustee of a Company pension 
scheme.
Directors will be reimbursed for reasonable business and 
travel expenses incurred in the performance of their 
duties, including any tax that may arise thereon.
Aggregate annual fees 
as listed in the Articles 
of Association
n/a
Changes from 2022 Policy
Full details of the factors considered when amending the Policy are provided in the Remuneration Committee Chair’s statement. A 
summary of the changes proposed is provided below:
	> Group CEO increase in annual bonus opportunity from 250% of salary to 300% of salary, increase in RSP opportunity from 125% 
of salary to 200% of salary and increase in minimum shareholding requirements from 300% to 400% of salary.
	> Group CFO increase in RSP opportunity from 125% of salary to 150% of salary and increase in minimum shareholding requirements from 
200% to 300% of salary.
	> Group General Counsel increase in RSP opportunity from 125% of salary to 150% of salary and increase in minimum shareholding 
requirements from 200% to 300% of salary.
	> Maintain bonus deferral rate for all executive directors at 50% except in the case where an executive director has met the minimum 
shareholding requirement, in which case the Committee has discretion to reduce the deferral rate down to a minimum of 25%.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
124
125
Governance

Incentive plans
Performance targets are set by the Committee to be both stretching 
and achievable, taking into account the Group’s strategic priorities 
and market conditions. The performance measures for the annual 
bonus are chosen to support the Group’s strategic priorities. 
The Restricted Share Awards under the Executive Share Plan are the 
primary form of long-term incentive for the Executive Directors. 
Malus and Clawback
All annual bonus and Restricted Share Awards are subject to the 
Group’s Malus and Clawback Policy. Malus is applied to awards up 
to the point of settlement and Clawback may be applied up to 
three years from the date on which awards have been settled.
Malus or clawback may be applied where there is:
	> a material misstatement in the published results of TP ICAP or the 
results of any Group company;
	> a serious financial irregularity in relation to any Group company;
	> a material misstatement of TP ICAP’s financial performance;
	> a material error of calculation of any performance condition 
(including on account of inaccurate or misleading information); 
	> an event which has caused, or is reasonably likely to cause, 
material reputational damage to any Group company;
	> a material failure of risk management; or
	> the individual having been guilty of serious misconduct 
(including reckless, negligent or wrongful actions) injurious to the 
business, reputation or integrity of the Group.
Remuneration Committee discretion
The Committee consistent with market practice, retains discretion 
over a number of areas relating to the operation of the Policy. 
These include, but are not limited to, the following:
	> the timing of awards or payments
	> the size of awards (within the limits set out in the Policy)
	> the selection and weighting of performance metrics
	> the assessment of performance outcomes and determination of 
bonus payments or vesting levels
	> in exceptional circumstances, determining that a share-based 
award shall be settled (in full or in part) in cash
	> the treatment of awards in the event of a change of control, 
restructuring, acquisition, or sale / float of part of the business
	> determination of leaver status, and treatment of awards for 
leavers and joiners (subject to the principles set out in the Policy)
	> whether, and to what extent, malus and/or clawback should 
apply
	> adjustments required in exceptional circumstances such as rights 
issues, corporate restructuring, or special dividends
	> adjustments to performance criteria where there are exceptional 
events
	> the size of annual salary increases, subject to the principles set 
out in the Policy table. 
 
Policy on Directors’ Remuneration compared with 
employees generally 
The Committee has oversight of pay policies below Board level and 
these policies are taken into account when setting the Directors’ 
Remuneration Policy. As a general rule, the same principles are 
applied to Directors’ fixed remuneration, pension contributions and 
benefits as are applied to employees throughout the Group. 
A competitive level of fixed remuneration is paid to all employees 
taking into account their responsibilities and experience. Pension 
and benefits are provided to all employees.
Directors’ Remuneration Policy continued
There are a number of different bonus schemes in operation 
throughout the Group for Brokers and other employees. Brokers’ 
bonus schemes are described below; all other bonuses are generally 
discretionary. For brokers earning above a certain threshold, they 
are required to defer a portion of their bonus into company shares. 
In addition, other employees who earn bonuses above a specific 
threshold are also required to defer a portion of their bonus into 
company shares. For individuals identified as MRTs, deferral, 
payment in instruments requirements, retention period and malus 
and clawback is applied, where applicable, in line with the 
regulatory requirements. Deferred bonus awards are subject to 
malus and clawback in line with the Executive Directors. 
Throughout the annual discretionary bonus review cycle, the 
Control Function Heads (Compliance and Risk) are consulted and 
review year-end outcomes to ensure these are appropriate taking 
into account any risk events or breaches that have occurred during 
the year. Subject to the discretion of the Executive Directors and the 
Remuneration Committee for regulated staff, variable pay awards 
may be risk-adjusted in certain circumstances.
Remuneration policies for Brokers 
The Remuneration Policy for Brokers is based on the principle that 
remuneration is directly linked to financial performance, generally 
at a desk/team level, and is calculated in accordance with formulae 
set out in the contracts of employment. These formulae take into 
account the fixed costs of the Brokers; variable remuneration 
payments are therefore based on the profits that the Brokers 
generate for the business together with an assessment of individual 
performance including conduct and behaviours. Typically, Brokers 
receive a fixed salary paid regularly throughout the year, with a 
significant portion of variable remuneration dependent on their 
revenue performance and conduct. Deferral is applied where the 
individual’s variable pay is above a certain threshold.
Remuneration policy for Control Functions 
The Company’s Remuneration Policy for Control Function staff is 
that remuneration should be adequate to attract qualified and 
experienced employees. Remuneration for Control Function staff is 
set in accordance with the achievement of their objectives linked to 
the functions they control and is independent of the performance 
of the business areas they support. Employees in such functions 
report through an organisational structure that is separate and 
independent from the business units they oversee. Heads of Control 
Functions are designated as MRTs and accordingly their 
remuneration is reviewed by the relevant Remuneration Committee 
as part of the annual review of MRT pay.
Illustration of the application of the Remuneration Policy
The graphs below show an estimate of the remuneration that could be received by Executive Directors at the date of this DRR under the 
proposed 2025 Policy. The charts in this section illustrate for each Executive Director the remuneration payable at minimum, target and 
maximum outcomes, along with maximum outcome incorporating an illustrative share price appreciation of 50% on Restricted Share 
Awards.
Illustration of the application of the Directors’ Remuneration Policy
CEO
£0
£1.0
£2.0
£3.0
£6.0
£5.0
£4.0
Maximum
Target
Minimum
Remuneration (£m)
100%
23%
17%
15%
£0.83m
33%
44%
50%
43%
33%
42%
£5.63m
£3.63m
£4.83m
Fixed pay
Annual bonus
Maximum 
+ 50% share 
price growth
Restricted Share Award
Illustration of the application of the Directors’ Remuneration Policy
GGC
£0
£1.0
£2.0
£3.0
£6.0
£5.0
£4.0
Maximum
Target
Minimum
Remuneration (£m)
100%
29%
23%
20%
£0.50m
28%
43%
44%
38%
33%
42%
£2.57m
£1.72m
£2.20m
Fixed pay
Annual bonus
Maximum 
+ 50% share 
price growth
Restricted Share Award
Illustration of the application of the Directors’ Remuneration Policy
CFO
£0
£1.0
£2.0
£3.0
£6.0
£5.0
£4.0
Maximum
Target
Minimum
Remuneration (£m)
100%
30%
23%
20%
£0.53m
28%
42%
44%
38%
33%
42%
£2.68m
£1.79m
£2.30m
Fixed pay
Annual bonus
Maximum 
+ 50% share 
price growth
Restricted Share Award
	> ‘Minimum’ includes salary, pension and current benefits only. Pension and benefits are included at the same value as in the 2024 Single 
Total Figure of Remuneration. 
	> ‘Target’ is based on annual bonus paying out at 50% of maximum. 
	> Restricted Share Award is based on the award of 200% of salary for CEO and 150% of salary for the CFO/GGC.
	> ‘Maximum’ is based on annual bonus paying out in full and the Restricted Share Award vesting in full. Note that the value of the RSA 
award at target and maximum levels is the same.
	> ‘Maximum + 50% Share Price Growth’ is based on annual bonus paying out in full and the Restricted Share Award vesting in full with 
a 50% increase in share price between grant and vest.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
126
127
Governance

Executive Directors’ service agreements and loss of 
office entitlements
The Executive Directors’ service agreements may be terminated by 
either party on the expiry of 12 months’ written notice by either 
party (save in circumstances justifying summary termination) or by 
making a payment in lieu of notice at the Company’s election. The 
Company will consider the scope for requiring the Executive 
Director to mitigate their loss when taking account of all the 
circumstances surrounding the termination of employment. 
The Executive Director would also be entitled to a payment for 
accrued but untaken holiday. Where the Executive Director is 
deemed to be a ‘good leaver’, the Remuneration Committee may, 
at its sole discretion, award a part-year bonus for the period 
worked. 
The bonus will be assessed on demonstrated performance over the 
part-year. Post-termination restrictive covenants also apply to each 
Executive Director. The determination of ‘good leaver’ status will be 
determined at the sole discretion of the Remuneration Committee.
In addition to the contractual rights to a payment on loss of office, 
any employee including the Executive Directors may have 
additional statutory and/or common law rights to certain 
additional payments, for example in a redundancy situation.
When determining payments for loss of office, the Company will 
take account of all relevant circumstances on a case by case basis 
including (but not limited to): the contractual notice provisions and 
outstanding holiday; the best interests of the Company; whether 
the Executive Director has presided over an orderly handover; the 
contribution of the Executive Director to the success of the 
Company during their tenure; and the need to compromise any 
claims that the Executive Director may have or to pay the Executive 
Director’s legal costs on a settlement agreement.
For a good leaver, all unvested deferred shares will be delivered 
in line with the existing vesting schedule, unless the Committee 
decides to release the shares earlier. The Committee has the 
ability to accelerate vesting to the date of departure in certain 
circumstances such as death or disability, and in accordance with 
the plan rules. For leavers who are not deemed to be good leavers, 
the default approach is that unvested deferred bonus awards 
granted under this policy lapse on departure.
The full terms and conditions of the Restricted Share Awards 
are contained in the ESP Plan documents, which will be presented 
to shareholders for approval at the AGM. In the event that an 
Executive Director leaves employment, unvested share awards 
will normally lapse. The Committee may in its absolute discretion 
determine that an Executive Director that leaves employment is a 
good leaver, in which case awards will normally continue until the 
normal vesting date with release at the end of the holding period, 
subject to the Committee’s assessment of the underpin. 
Good leavers will be eligible to retain a time pro-rated portion of 
their Restricted Share Award at the discretion of the Remuneration 
Committee. The time-reduced participation level will generally 
reflect the period of employment from the grant of the award 
to the termination date. The Committee may exercise its discretion 
to apply a different pro-rata methodology if it believes there are 
circumstances that warrant such a determination.
Non-executive Directors’ appointment letters 
The Non-executive Directors serve under letters of appointment 
which are terminable on the earliest of the Director not being 
re-elected at an AGM, removed as a Director or required to vacate 
office under the Articles of Association, on resignation, at the 
request of the Board or subject to six months’ notice for the 
Chairman or three months’ notice for the other Non-executive 
Directors.
Recruitment of Directors 
The Remuneration Committee’s approach to setting remuneration 
for new Executive Directors is to ensure that the Company pays 
market rates, with reference to internal pay levels, the external 
market, location of the Executive and remuneration received from 
the previous employer. 
Salary will reflect the individual’s role, experience and 
responsibility and will be provided in line with market rates, and the 
Remuneration Committee reserves discretion to offer appropriate 
benefit arrangements, which may include the continuation of 
benefits received in a previous role. 
Ongoing variable pay awards for a newly appointed Executive 
Director will be as described in the Policy table, subject to the same 
maximum opportunities. In exceptional circumstances (e.g. in relation 
to the recruitment of a new Executive Director) the Committee may 
grant an RSP award up to 200% of salary, subject to the terms set 
out in the Executive Share Plan Rules for a Restricted Share Award. 
The Remuneration Committee will have the ability to grant an 
RSA in the year of appointment, where an individual joins after 
the typical grant date if this is deemed appropriate to align a new 
joiner to the TP ICAP share price and performance immediately. 
It is not currently intended that future service contracts for Executive 
Directors would contain terms differing materially from those 
summarised in this report, including with respect to notice 
provisions. The Remuneration Committee may consider offering 
additional cash or share-based payments to buy-out existing 
remuneration arrangements forfeited by a new Executive Director 
when it considers these to be in the best interests of the Company 
and its shareholders. Any such buy-out payments would mirror so far 
as possible the remuneration lost when leaving the former employer. 
The Remuneration Committee may avail itself of the current Listing 
Rule exemption to make such buy-out awards where doing so is 
necessary to facilitate the recruitment of the relevant individual. 
Relocation payments may also be set, within limits to be 
determined by the Remuneration Committee, where considered 
appropriate and in the Company’s best interests to do so. 
Additional benefits in kind, or other allowances may be payable at 
the Committee’s discretion, including but not limited to, relocation, 
education, repatriation costs, tax equalisation or other reasonable 
international assignment support consistent with the relevant 
policies applicable to the wider workforce. 
In cases of appointing a new Executive Director by way of internal 
promotion, the Group will honour any contractual commitments 
made prior to their promotion to Executive Director. 
The fee payable to a new Non-executive Director will be in line with 
the fee structure for Non-executive Directors in place at the date 
of appointment.
Annual Report on Remuneration
This part of the Directors’ Remuneration Report explains how we have implemented our Remuneration Policy during the year. The Annual 
Statement made by the Remuneration Committee Chair on pages 112 to 119 and this Annual Report on Remuneration are subject to a 
shareholders’ advisory vote at the forthcoming AGM.
2024 Single Figure outcome (audited) 
The single total figure of remuneration for the Executive Directors who held office during the year ended 31 December 2024 was as follows:
Total fixed
remuneration⁵
Short-term incentives
Long-term 
incentives
vested⁴,⁶
Total variable 
remuneration⁷
Single total 
figure of 
remuneration
Executive Directors
£’000
Salaries¹
Taxable
benefits²
Pension³
Cash
Deferred
Total
Nicolas Breteau
2024
800
24
6
830
960
960
1,920
2,152
4,072
4,902
2023
785
16
4
805
937
937
1,874
600
2,474
3,279
Robin Stewart
2024
475
19
6
500
454
454
908
1,274
2,182
2,682
2023
465
13
6
484
442
442
884
358
1,242
1,726
Philip Price
2024
480
19
–
499
454
454
908
1,300
2,208
2,707
2023
475
6
–
481
444
444
888
363
1,251
1,732
1	
Base salary was effective from 1 January 2024.
2	
Taxable benefits represent private medical insurance and an Electric Vehicle car allowance. All UK employees are eligible to participate in an Electric Vehicle leasing 
scheme. For a select number of senior managers, the Company pays a portion of the monthly lease cost. 
3	
Maximum pension is 6% of salary, up to a cap of £105,600. No Directors have a prospective entitlement to a DB pension. Due to lifetime allowance limits, P Price did not 
receive any Company pension contributions during 2024. N Breteau received £5,500 Company pension contribution and R Stewart received £6,336 Company pension 
contribution due to the annual allowance limit. 
4	
The 2021 LTIP vested on 12 November 2024. The value of the Long Term Incentive award has been calculated based on the number of LTIP shares vesting at 27.2% of 
maximum using the actual share price at the point of vesting. The share price used to calculate the number of shares for the LTIP at the point of grant was £2.43 and the 
actual share price used to calculate the value of the LTIP above in the single figure for 2023 was £2.54. The value attributable to share price appreciation for each Executive 
Director is £22,641 for N Breteau, £13,492 for R Stewart and £13,708 for P Price.
5	
R Stewart received a long service award of £1,887 which has been included in the taxable benefits and total fixed remuneration figures for 2023.
6	
An RSP award over shares was made on 25 May 2022 at a share price of £1.22 for which the underpin assessment period ended on 31 December 2024. The RSP value has 
been computed based on a share price of £2.48, the average share price during the three-month period to 31 December 2024, which represents a 103% increase on the 
share price at grant. The RSP award will vest on 25 May 2025. See page 134 to 135 for details of the RSP underpin assessment. 
7	
No circumstances have arisen which would require the Committee to apply malus and clawback provisions to variable remuneration. 
Base salary
For 2025, the Executive Directors’ base salaries have been reviewed and as set out in the Chair’s letter on pages 112 to 119, the following 
increases will apply:
Executive
Date of appointment
2024 base salary¹
Base salary effective from 
1 January 2025
Nicolas Breteau
10 July 2018
£800,000
£800,000
Robin Stewart
10 July 2018
£475,000
£505,000
Philip Price
3 September 2018
£480,000
£485,000
1	
Base salary was effective from 1 January 2024. 
Directors’ Remuneration Policy continued
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
128
129
Governance

2024 annual bonus (audited) 
For 2024, the annual bonus was based 70% on financial performance and 30% on strategic performance, with a maximum opportunity 
of 250% of base salary for the CEO and 200% of base salary for the CFO/GGC. Details of the 2024 financial measures and weightings, 
the targets set and performance against these targets are provided in the table below: 
Financial performance measure
Weighting
Threshold  
performance target 
(25% of maximum)
Target  
performance target  
(50% of maximum)
Maximum  
performance target  
(100% of maximum)
Actual  
performance 
achieved
Weighted payout  
(% of maximum 
total bonus)
Adjusted operating profit 
(pre-FX gains/losses)
70%
£273m
 £297m
£321m
£329m
70.0%
Strategic performance
30%
Strategic objectives, along with the corresponding 
performance assessment, as set out in pages 131 to 133. 
24.5%–26.0%
24.5%–26.0%
Total bonus outcomes
 
 
 
 
 
94.5%–96.0%
When setting targets for the annual bonus, the Remuneration Committee considered a range of factors to ensure that they were both 
appropriate, in light of the Group’s historical performance, and sufficiently stretching, in the context of global economic and market 
conditions, whilst at the same time being motivational for the Executive Directors. The profit targets were set on the basis of a percentage 
growth in adjusted operating profit (pre-FX gains/losses) on a constant currency basis. This was primarily to reflect that foreign exchange 
movements can have a significant impact on the reported numbers. 
The targets were set at the beginning of the year taking into account both the internal budget and external analysts’ forecasts. In 
reviewing and approving the targets, the Committee considered the market environment and growth expectations for key business 
divisions. 
The performance targets for 2024 are based on percentage growth in adjusted EBIT for 2024 vs 2023, on a consistent currency basis before 
the impact of FX. When comparing the disclosed annual bonus targets in 2023 vs 2024, at target and maximum performance, the above 
targets represent an increase of 7% at target and 11% at stretch in comparison to 2023.
At the time the 2024 bonus targets were set in Q1 2024, the 2023 adjusted EBIT (pre-FX gains/losses) of £310m, when translated at the 
prevailing 2024 exchange rates was £302m. The on-target adjusted EBIT was set at £300m (based on the 2023 reported adjusted EBIT), 
which itself was up 8% on prior year on consistent exchange rates. Growth targets were then set against the £300m baseline (translated at 
the 2024 FX rates to give £297m). This took into account the fact that 2023 was an outperformance year, and the targets were considered 
to be sufficiently stretching. When setting the financial targets, the Committee acknowledged that if the target EBIT of £300m was 
achieved for 2024, the UK non-broking workforce would essentially get the same level of bonus as 2023, but the Executive Director bonus 
outcome would be half of the level achieved in 2023 for the same year on year EBIT performance. 
At that point in the year, both the 2024 budget and market consensus were anticipating adjusted EBIT to grow in the 5% to 6% range. In 
setting the stretch growth target for adjusted EBIT (pre-FX gains/losses) at 8%, based on the £300m adjusted EBIT outcome for 2023, the 
Committee was satisfied that this was sufficiently stretching and significantly in excess of what the business or the market was expecting. 
This was particularly the case in the context of the challenging market conditions when the targets were set. 
Against the prevailing market conditions, and supported by a focus on cost and margin control, the Committee was therefore pleased with 
the actual performance achieved for the period of £329m adjusted EBIT (pre-FX gains/losses), which significantly exceeded the maximum 
performance target of £321m.
When determining the overall bonus awards for each Executive Director, the Committee considered the broader performance of the 
Executive Directors and the challenges faced by the business over the course of the last year. In spite of these headwinds, the Executive 
Directors have continued to focus on the delivery of the corporate strategy, to transform and diversify the business. Group revenue grew 5% 
on a constant currency basis, building on last year’s strong performance. The Executive Directors’ focus on productivity, revenue growth, 
contribution and cost management generated an 8% increase in Group adjusted EBIT, the highest level of profit ever achieved by the 
Group. Group Reported EBIT rose 84% to £236m (2023: £128m). Our Liquidnet and Parameta Solutions divisions played a key role in 
hitting this important milestone, accounting for 42% of Group adjusted EBIT, compared to 29% in 2023. Global Broking revenue was up 
3%, including a particularly strong second-half (+7%). We maintained our market-leading position in the IDB sector and leveraged Fusion.
Due to record performance over the period, we are giving back more cash to shareholders, having returned £90m in buybacks in c.18 months. 
Our dividend per share has also grown by 30% in the last two years. The Board is recommending a final dividend of 11.3 pence per share, 
which would bring the total 2024 dividend to 16.1 pence, an increase of 9% ahead of 2023. 
The Committee took into account the underlying financial performance over the period and the positive shareholder experience during
the year and were comfortable that the maximum bonus payout under the adjusted EBIT measure was appropriate for the Executive Directors. 
Annual Report on Remuneration continued
Executive Directors’ 2024 strategic objectives (audited)
Details of the 2024 strategic objectives for each Executive Director, along with the corresponding performance assessment, are set out in 
the following tables:
Nicolas Breteau
CEO strategic objectives 
Weighting¹ Score
Assessment of performance
Execute on our CMD 
strategic road map 
5%
4%
	> CEO delivered a strong set of results for the year with Group revenue up 5%2 building on 
last years’ strong performance. Group adjusted EBIT increased 12% to £324m, which is a 
record for the Group. 
	> The Liquidnet division has delivered a major turnaround in profitability this year. The 
leaner cost base, and more diversified portfolio, alongside the rebound in the markets, 
have been very advantageous for this turnaround. Liquidnet has also had a significant 
growth in market share.
	> Parameta Solutions has had a strong year with 8% increase in revenue.
	> Global Broking revenue was up 4%, including a particularly strong second-half (+7%).  
We maintained our market-leading position in the IDB sector and leveraged Fusion.
	> Following an exceptionally strong 2023, when E&C grew revenues by 23%, growth came 
in this year at 2%. The division has increased revenues by 22% in two years, underlining 
the strength of the franchise.
Transformation and 
diversification
5%
3%
	> Progress has been made during the year in the roll out of Fusion, our flagship digital 
platform and we are building on this advantage through a major agreement with 
Amazon Web Services. 
	> Good progress has been made on the ESG roadmap, with the TCFD framework now 
being fully embedded. We are on track to reducing scope 1 and 2 carbon emissions. This 
year, we announced a new real estate optimisation programme and a new cloud 
computing ambition. These initiatives will deliver emissions savings over the next three 
years by reducing office-based energy consumption and improving energy efficiencies 
associated with cloud migration. We aim to achieve operational carbon neutrality by the 
end of 2026 by minimising our Scope 1 and 2 emissions as much as possible. 
	> Our ESG ratings performance has improved across all main ratings agencies and 
benchmarks (e.g. AA – Leader rating by MSCI).
Develop efficiency
5%
5%
	> Substantial progress has been made on the launch of the three-year operational 
efficiency programme. The programme will future proof our infrastructure and operating 
model which will lead to a reduction on our external providers, real estate footprint and 
a reduction in the legal entities. This programme has already generated c.£15m cost 
savings.
	> Significant improvement has been achieved on the Daily Sales Outstanding (‘DSO’) 
project during 2024 and aged receivables have continued to decrease during the year. 
There is continued focus on the improvement in our billing and accounts receivables 
processes.
Deliver shareholder value 
recognition
5%
5%
	> Our dynamic capital management strategy continues to pay off, and has allowed us to 
launch further share repurchases in 2024 (£60m) and pay back £100m of debt. We see 
further opportunities to return capital to shareholders while still funding our strategic 
investments in future years. In particular, the legal entity review as part of our 
operational efficiencies programme has identified at least another £50m of regulatory 
capital that could be freed up.
	> The Group’s dividend policy is to pay half of the adjusted post-tax profit for the year to 
shareholders. In line with this policy, the Board has recommended a final dividend 
payment for 2024 of 11.3 pence per share, 13% ahead of 2023. Our total dividend per 
share has grown by 30% over the past two years.
	> Share price performance has been upper quartile over the last year in comparison to the 
FTSE 250.
Deliver our people 
strategy, with a focus on 
developing our talent 
pool
5%
4.5%
	> Good progress has been made in strengthening the leadership team with some senior 
appointments during the year, including the CEO for Parameta Solutions, CEO for Energy 
and Commodities (EMEA) and the Group Chief Risk Officer.
	> In addition, there has been progress on increasing our diversity and inclusion across the 
Group, in particular in senior management levels.
Remuneration Committee 
discretion
5%
4.5%
	> The Committee recognised the CEO’s effective leadership of the business over the year 
and his achievements in strengthening the bench of the Executive Committee and 
associated succession plans, along with his focus on unlocking shareholder value for 
TP ICAP’s investors and strong performance in both profitability and share price over 
the year.
Total for strategic 
metrics
30%
26.0%
1	
Expressed in percentage points summing to 30% in total, 30% being the proportion of the total bonus determined by reference to non-financial metrics.
2	
All figures in constant currency.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
130
131
Governance

Executive Directors’ 2024 strategic objectives (audited) continued 
Robin Stewart
CFO strategic objectives
Weighting¹ Score
Assessment of performance
Embed the new Finance 
organisation fully, and 
drive improvements in the 
Finance organisation
6%
5%
	> The new Finance structure has continued to be embedded throughout 2024. The matrix 
organisation with the regional/divisional CFOs is effective and has increased value 
through: i) an improved budgeting process and ii) enhanced reporting and management 
information for the business.
	> 	There has been some key hires including the new CFO for Parameta Solutions and new 
Group Treasurer to further drive key strategic initiatives in the Finance function.
Continue to improve the 
firm’s financial planning 
and deliver on our cost 
objectives
5%
4%
	> There has been significant improvements in the budgeting and forecasting process. This 
has enabled the Group to do more share buy-backs over the course of the last 18 months. 
	> 	Successful delivery against cost objectives throughout 2024. Group Finance has 
undertaken a leading role in delivering our ambitious Group-wide three-year programme 
to release surplus cash through legal entity consolidations, and a range of operational 
efficiency initiatives to generate at least £50m of annualised savings.
Support the firm’s 
strategic initiatives to 
achieve success
5%
5%
	> Outstanding performance against the delivery of the firms strategic initiatives, including 
engaging with the investor community and supporting roadshows as appropriate.
	> The CFO has been a key driver in the three-year transformational programme for the 
Group.
Further develop firm’s 
capital and liquidity 
management
4%
3.5%
	> CFO has been leading on the improvements on the management of the UK regulatory 
capital processes ( e.g. ICARA). Further work is being undertaken to achieve further 
capital returns through the ICARA process and legal entity simplifications. Through these 
and other initiatives, it has enabled the Group to achieve our second and third £30m 
share buy-backs in 2024.
	> 	CFO has successfully continued to improve the Group’s liquidity management during the 
year.
Embed the major 
regulatory ESG 
requirements across TP 
ICAP
5%
4%
	> We have fully met our ESG commitments in 2024, in particular, improving our ratings 
across agencies and benchmarks, and embedding the TCFD framework. For example, 
TP ICAP is now rated ‘AA – Leader’ by MSCI, in a very competitive industry group 
comprised of more than 50 companies in Investment Banking and Brokerage.
Remuneration Committee 
discretion
5%
4%
	> The Committee acknowledged the strong performance for the CFO as it relates to market 
guidance, financial forecasting and capital management, and his personal leadership 
and contribution towards achieving the Group’s strategic initiatives.
Total for strategic 
metrics
30%
25.5%
1	
Expressed in percentage points summing to 30% in total, 30% being the proportion of the total bonus determined by reference to non-financial metrics. 
Annual Report on Remuneration continued
Philip Price
GGC strategic objectives
Weighting¹ Score
Assessment of performance
Ensure Legal and 
Compliance protect the 
firm and deliver value
7%
4%
	> GGC has pro-actively managed litigation and regulatory matters to obtaining the best 
outcome for the Group. 
	> 	GGC led the capability upgrade of the Legal and Compliance function. Good progress 
was made during 2024 on strengthening the bench of the Legal function.
	> 	Cost savings achieved with a reduction in external legal spend year-on-year through 
upskilling the team and enhancing technology and research solutions for the Legal 
function.
Support the business in 
delivering on our 
growth strategy while 
maintaining regulatory 
and compliance risk 
within appetite
5%
4%
	> Compliance has been pro-actively supporting business growth initiatives, whilst 
highlighting potential risks and assisting in finding appropriate solutions.
	> There has been a significant improvement in the compliance surveillance capability 
across the Group.
Continue to improve the 
firms’ standing with 
regulators and 
policymakers to deliver 
positive operational 
and reputational 
outcomes
5%
5%
	> GGC effectively promoted the Group’s good standing with global regulators and 
external stakeholders. Throughout 2024, we have seen a significant improvement in our 
relations with our main regulators.
	> The establishment of the UK Branch of TPIE has been successfully delivered.
Assist in the pursuit of 
our strategic objectives
4%
4%
	> GGC played a key role in important strategic decisions on the Group. 
	> GGC took a leading role in the review of legal entity set up as part of the strategic plan 
to delivering greater operational efficiencies across the Group.
Embed our ESG 
practices, with a focus 
on D&I
4%
4%
	> GGC led on the delivery of all key ESG ratings and benchmarks including Women in 
Finance and Parker review. Our diversity and inclusion statistics have improved this year, 
for example, our representation of women in executive management has increased  
to 39% (2023: 16%)
	> This year, the GGC spearheaded and launched comprehensive internal and external 
communication campaigns to demonstrate our commitment to sustainability and to 
highlight key activity across the Group.
Remuneration 
Committee discretion
5%
3.5%
	> The Committee acknowledged the achievements of the GGC in driving cultural change 
throughout the Group, in particular efforts on ESG and D&I, as well as his contribution 
towards embedding a robust control environment.
Total for strategic 
metrics
30%
24.5%
1	
Expressed in percentage points summing to 30% in total, 30% being the proportion of the total bonus determined by reference to non-financial metrics. 
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
132
133
Governance

Total annual bonus outcome for 2024 performance (audited)
The total bonus for each Executive Director for the year to 31 December 2024 is therefore as follows:
Measure
Weighting
CEO bonus 
(% max bonus)
CFO bonus
(% max bonus)
GGC bonus
(% max bonus)
Adjusted operating profit (pre-FX gains/losses)
70%
70.0%
70.0%
70.0%
Strategic performance
30%
26.0%
25.5%
24.5%
Total bonus (as a percentage of maximum)
100%
96.0%
95.5%
94.5%
Total bonus (£’000)
1,920
908
908
50% of the total bonus for each Executive Director will be awarded in Company shares and deferred over three years vesting in equal 
tranches, normally subject to continued service, in accordance with the rules of the Deferred Bonus Plan. Deferred share awards will also be 
subject to a six-month retention period following vesting, which is considered to be in line with regulatory requirements.
The Committee determined that the bonus outcome for the Executive Directors appropriately reflected the financial performance and 
strategic progress that has been made during 2024.
Restricted Share Plan (audited)
RSP awarded in 2022 
The first grant of an award under the Restricted Share Plan which was approved by shareholders at the AGM in 2022 was made on the 25 
May 2022. The RSP award will vest three years after the date of grant on the 25 May 2025. The award was subject to the Committee’s 
assessment of the underpin at the end of the performance period ending 31 December 2024. 
The Committee assessed the following underpin for the RSP award:
When assessing the underpin the Committee shall have regard to the Group’s financial and non-financial performance over the course of 
the vesting period, and may take into account the following factors (amongst others) when determining whether to reduce the number of 
shares vesting:
	> Whether threshold performance levels have been achieved for the performance conditions for the annual bonus plan for each of the 
three years in the vesting period; 
	> The underlying financial performance progression over the vesting period, considering (but not limited to) factors such as revenue, 
profitability, absolute/relative TSR performance, cash generation and adherence to the dividend policy (to maintain 2x adjusted 
earnings dividend cover); 
	> Performance against strategic priorities designed to promote the long-term success of the Company including (but not limited to) 
operating model improvements, building on the Group’s competitive advantage, digital and technology improvements, focus on ESG 
(including sustainability), employee satisfaction and the management of day-to-day risks.
After each completed financial year, during the three year underpin assessment period, the Committee considered carefully and 
documented progress towards achieving the underpin. Reflecting on the underlying strong financial and non-financial performance of the 
Group over the three-year period, the Committee determined that the underpin has been achieved and therefore no scale back of the 
award is required. The following points were considered by the Committee in arriving at this assessment:
	> Above threshold performance levels had been achieved for the performance conditions for the annual bonus plan in each of the three 
years during the RSP performance period. 
	> The Group has achieved strong financial performance in all three years of the performance period, including revenue growth during the 
period. Reported Adjusted EBIT grew by 18%, 9% and 8% in 2022, 2023 and 2024 respectively. TSR performance has been upper 
quartile in comparison to the FTSE 250 during the three year performance period. The Group maintained its dividend policy (2x 
adjusted earnings dividend cover) during the performance period.
	> The Committee was satisfied that the Executive Directors had strong performance against their strategic objectives, including building 
on the Group’s competitive advantage through Fusion and other strategic initiatives, focus on ESG and management of day-day-risks. 
The assessment of the underpin against both financial and non-financial considerations is shown in the next page. 
Annual Report on Remuneration continued
2022-2024 Restricted Share Plan
Assessment
Considerations for the RSP underpin
2022
2023
2024
Threshold performance levels achieved  
for the Bonus Plan for 3 years in the  
vesting period.
Yes
Yes
Yes
Revenue: reported revenue for the  
3 year vesting period
£2,115m
£2,191m
£2,253m
Profitability: reported Group Adjusted  
EBIT for the 3 year period
£275m
£300m
£324m
Relative TSR¹: measured against the comparator group FTSE 250 
index
Upper quartile
Adherence to dividend policy to maintain dividend cover of 2 
times adjusted post-tax earnings
2x adjusted post-tax earnings
Performance against strategic priorities designed to promote the 
long-term success of the Group
Consideration of operating model improvements, 
building on the Group’s competitive advantage, 
digital and technology improvements, 
focus on ESG, employee satisfaction and  
the management of risk.
Total RSP vesting outcome
100%
1	
The FTSE 250 comparator group excludes real estate companies and investment trusts.
Name
Date of grant
Number  
of shares granted
Underpin achieved
Number  
of shares vesting
Value of awards 
vesting¹
(including dividend 
equivalents) £’000
Nicolas Breteau
25 May 2022
768,883
Yes
768,883 
 2,152
Robin Stewart
25 May 2022
455,179
Yes
455,179
 1,274
Philip Price
25 May 2022
464,405
Yes
464,405
1,300
1	
The estimated vesting value is based on the three-month average of the closing share price to 31 December 2024 (£2.48) and includes dividend equivalents. The value will 
be updated in next year’s directors remuneration report to reflect the actual share price on the vesting date. Vested awards are subject to a further two-year holding period.
Performance graph
A graph depicting the Company’s TSR in comparison to other companies in the FTSE 250 Index (excluding investment trusts) in the ten 
years to 31 December 2024 is shown below.
The Board believes that this index is most relevant as it comprises listed companies of a similar size.
Total shareholder return
75
100
150
125
200
175
225
Dec 24
Dec 23
Dec 22
Dec 21
Dec 20
Dec 19
Dec 18
Dec 17
Dec 16
Dec 15
Dec 14
TP ICAP
FTSE 250 Index (excluding investment trusts)
Value (£) (rebased) 
Source: Eikon from Refinitiv.
This graph shows the value, by 31 December 2024, of £100 invested in TP ICAP on 31 December 2014, compared with the value of £100 
invested in the FTSE 250 Index (excluding investment trusts) on the same date.
Financial
Strategic
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
134
135
Governance

Chief Executive remuneration history 
Year ended
Name
Total 
remuneration 
£000
Annual bonus % 
of max pay-out
LTI % of max 
vesting
31 December 2024
Nicolas Breteau
4,902
96.0%
100%
31 December 2023
Nicolas Breteau⁴
3,279
95.5%
27.2%
31 December 2022
Nicolas Breteau
1,919
62%
0%
31 December 2021
Nicolas Breteau
1,715
54%
0%
31 December 2020
Nicolas Breteau
1,937
75.0%
0%
31 December 2019
Nicolas Breteau
2,184
94.0%
0%
31 December 2018
Nicolas Breteau¹
757
56.6%
0%
John Phizackerley²
325
0%
0%
31 December 2017
John Phizackerley³
1,666
88%
62%
31 December 2016
John Phizackerley
3,381
94%
74%
31 December 2015
John Phizackerley
2,250
80%
n/a
1	
For the six-month period from 10 July 2018. Percentage represents the overall percentage score achieved on individual performance targets.
2	
Total Remuneration includes base salary received through to termination date of 9 July 2018.
3	
2017 reflects the final LTIs paid out in 2018 relating to 2017 reduced by the forfeiture of deferred bonus relating to 2017. 
4	
The 2021 LTIP vested on 12 November 2024. The value of the Long Term Incentive award has been calculated based on the number of LTIP shares vesting at 27.2% of 
maximum using the actual share price at the point of vesting. The share price used to calculate the number of shares for the LTIP at the point of grant was £2.43 and the 
actual share price used to calculate the value of the LTIP above in the single figure was £2.54, which represents a 5% increase in the share price. 
Relative importance of spend on remuneration 
The table below shows the expenditure and percentage change in overall spend on employee remuneration and dividend payments:
£m
2024
2023
% change
Employee remuneration¹
1,404m
1,360m
3%
Shareholder dividends paid
113m
99m
14%
Share buyback²
48m
29m
66%
Total return to shareholders
161m
128m
26%
1	
Employee remuneration includes employer’s social security costs, pension contributions and share awards.
2	
Includes £48m share purchases as set out in note 33 to the consolidated financial statements. The figures for 2023 have been restated to be comparable with 2024 
shareholder dividend paid/share buyback to reflect the inclusion of the £29m share buyback completed in the period.
Directors’ shareholdings and share interests (audited) 
The interests (all beneficial) as at 31 December 2024 in the ordinary share capital of the Company were as follows:
Director
RSP shares³
Unvested
deferred bonus 
shares²
Shares¹
Richard Berliand
–
–
150,000
Nicolas Breteau
1,758,174
742,117
786,758
Robin Stewart
1,041,809
342,545
375,296
Philip Price
1,060,764
352,044
426,383
Tracy Clarke
–
14,000 
Michael Heaney
–
–
91,000
Angela Crawford-Ingle
–
–
39,401 
Mark Hemsley
–
–
22,000
Kath Cates
19,274
Amy Yip
–
–
–
1	
Shares owned outright.
2	
Unvested shares awarded under the Deferred Bonus Plan, not subject to performance conditions. Share vesting is governed by the rules of the Plan.
3	
The RSP shares figure above is the total number of shares awarded under the RSP. RSP shares are subject to the Committee’s assessment of an underpin. The 2022 RSP 
award was granted on 25 May 2022 and will vest on 25 May 2025, with the RSP underpin assessed over the period 1 January 2022 to 31 December 2024. The vesting 
outcome for the 2022 RSP award is 100% of maximum. 
The Company operates a SAYE share option scheme on the same terms for all UK employees. Nicolas Breteau is a participant in the 2023 
SAYE scheme with options over shares of 12,726. Robin Stewart and Philip Price participated in the 2022 SAYE scheme, with options over 
shares of 15,003, respectively. There has been no change in Director’s shareholdings between 31 December 2024 and 11 March 2025.
Annual Report on Remuneration continued
Shareholding requirements (audited)
Executive Directors must build a holding in minimum value of the Company’s ordinary shares equivalent to 300% of base salary in respect 
of the Chief Executive Officer and 200% of base salary for all other Executive Directors. The Executive Directors have met their minimum 
shareholding requirement and all Executive Directors who served during the year complied with the Company’s requirements in respect of 
their interests in the shares of the Company.
Executive  
Director
Number of eligible shares 
as at 31 December 2024¹
Value of shares held 
as at 31 December 2024²
Shareholding as % of base salary 
as at 31 December 2024
Shareholding requirement 
(% salary)
Nicolas Breteau
1,180,080
3,044,606
381%
300%
Robin Stewart
556,844
1,436,658
302%
200%
Philip Price
612,966
1,581,452
329%
200%
1	
Includes all shares owned outright and all unvested deferred bonus shares not subject to performance conditions on a notional net of tax basis. 
2	
Based on share price of £2.58 as at 31 December 2024. 
Scheme interests awarded in the year (audited) 
The table below sets out scheme interests awarded to Executive Directors in the year, alongside details of the performance conditions, 
vesting schedule and retention period. 
Executive  
Director
Date of  
grant
Granted during 
the year
Face value 
£’000
Face value  
% of salary
Performance  
conditions/underpin 
Vesting  
date
End of retention 
period
Conditional Share Awards under the RSP¹
Nicolas Breteau
28/03/24
442,634
£1,000
125%
See information  
below on the  
RSP underpin
31 March 2027
31 March 2029
Robin Stewart
28/03/24
262,814
£594
125%
31 March 2027
31 March 2029
Philip Price
28/03/24
265,580
£600
125%
31 March 2027
31 March 2029
Deferred shares awarded under the annual bonus²
Nicolas Breteau
28/03/24
 414,790 
£937
117%
n/a
31 March 2027
30 Sept 2027
Robin Stewart
28/03/24
195,533
£442
93%
31 March 2027
30 Sept 2027
Philip Price
28/03/24
196,585
£444
93%
 31 March 2027
30 Sept 2027
1	
The face value of the RSP awards was converted into a number of shares using a share price of £2.2592 being the five-day volume weighted average price up to 
and including the date of grant on the 28 March 2024. The performance underpin will be assessed over the 3 year period 1 January 2024 and 31 December 2026 
(the “Restricted Period”).
2 	 The face value of the deferred share awards was converted into a number of shares using a share price of £2.2592 , being the five-day volume weighted average price up 
to and including the date of grant on the 28 March 2024. Note that the vesting date of 31 March 2027 represents the date on which the final tranche of the deferred share 
award will vest and the end of the retention period on the 30 September 2027 also relates to the final tranche of the deferred share award.
RSP underpin assessment 
The performance underpins applicable to the above RSP award are as follows: 
The Committee shall have regard to the Group’s financial and non-financial performance over the course of the vesting period and may 
take into account the following factors (among others) when determining whether to reduce the number of shares vesting:
	> Whether threshold performance levels have been achieved for the annual bonus plan for each of the three years in the vesting period;
	> The underlying financial performance progression over the vesting period, considering (but not limited to) such factors as revenue, 
profitability, absolute/relative TSR performance, cash generation and adherence to the dividend policy (to maintain 2x adjusted 
earnings dividend cover); and
	> Performance against strategic priorities designed to promote the long-term success of the Company including (but not limited to) 
operating model improvements, building on the Group’s competitive advantage, digital and technology improvements, focus on ESG 
(including sustainability), employee satisfaction and the management of day-to-day risks. 
Payments for loss of office and payments to past Directors (audited) 
There were no payments made for loss of office to former Executive Directors during the year.
Chief Executive pay ratio 
The table on the next page, compares the 2024 single total figure of remuneration for the CEO with that of the Group’s UK employees who 
are paid at the 25th percentile (lower quartile), 50th percentile (median) and 75th percentile (upper quartile). The CEO pay ratio has 
increased this year due to the increase in the 2024 single total figure of remuneration for the CEO, primarily due to the value of the 2022 
RSP award, which was tested over the performance period 1 January 2022 to 31 December 2024, and is due to vest in May 2025. The Group 
is focused on pay fairness across the workforce and the concept of offering greater certainty in remuneration to junior and lower paid 
employees in the form of proportionally higher fixed pay is consistent with the pay and reward policies for the Group as a whole. The 
Remuneration Committee considers the relative stability in the median pay ratio over the last six years to reflect the alignment of CEO and 
all employee pay outcomes, albeit that the quantum of ‘at risk’ variable pay is higher for the CEO than for the wider workforce. The 
Committee is also satisfied that the median pay ratio is consistent with the pay, reward and progression policies for our employee 
population. 
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
136
137
Governance

Chief Executive pay ratio continued
Year
Method
25th percentile  
pay ratio 
50th percentile 
pay ratio
75th percentile  
pay ratio
2024
A
73:1
40:1
 20:1 
2023
A
47:1
26:1
14:1
2022
A
31:1
17:1
9:1
2021
A
29:1
16:1
8:1
2020
A
34:1
18:1
8:1
2019
A
38:1
20:1
9:1
The Committee chose to use Option A to calculate the ratio as the data was available and the approach is considered to be the most 
accurate. The employee data was taken as at 31 December 2024; employee means anyone employed under a contract of service.  
A full-time equivalent total was created for part-time employees and the remuneration of employees hired during the year was 
annualised. The resulting list was then ranked to identify the individuals at the 25th, 50th and 75th percentiles. The CEO pay ratios 
were then calculated based on these percentiles. 
The table below sets out the salary and total pay and benefits for the three identified quartile point employees. As shown below, total pay 
has increased this year across all three percentiles due to an increase in the bonus spend for support staff. The movement in salary levels is 
reflective of the range of compensation arrangements within the Group. 
25th percentile
50th percentile
75th percentile
2024
 
 
Salary
 56,500
90,000
183,000
Total pay and benefits
 67,436 
 121,532 
 240,691 
2023
Salary
£50,000
£96,000
£170,000
Total pay and benefits
£65,189
£117,661
£221,336
Percentage change in Directors’ remuneration 
The Committee monitors the changes year-on-year between our Directors’ pay and average employee pay. In accordance with the 
Companies (Directors’ Remuneration Policy and Directors’ Remuneration Report) Regulations 2019, the table below shows the percentage 
change in Executive Director and Non-executive Director total remuneration compared to the change for the average of employees within 
the Company, over the last five years. 
% change in remuneration
between 2024 and 2023
% change in remuneration
between 2023 and 2022
% change in remuneration
between 2022 and 2021
% change in remuneration
between 2021 and 2020
% change in remuneration
between 2020 and 2019
Salary/
fee
Taxable
benefits⁸
Short-
term 
variable 
pay
Salary/
fee
Taxable5
benefits
Short-
term 
variable 
pay
Salary/
fee
Taxable 
benefits
Short-
term 
variable 
pay
Salary/
fee
Taxable 
benefits
Short-
term 
variable 
pay
Salary/
fee
Taxable 
benefits
Short-
term 
variable 
pay
CEO
2%
48%
2%
5%
453%
61%
4%
2%
17%
7%
5%
-21%
3%
3%
-17%
CFO
2%
49%
3%
5%
335%
64%
1%
2%
28%
1%
5%
-33%
2%
3%
-19%
GGC
1%
216%
2%
5%
99%
59%
2%
2%
21%
2%
5%
-30%
3%
3%
-17%
R Berliand
0%
n/a
n/a
0%
n/a
n/a
0%
n/a
n/a
0%
n/a
n/a
5%
n/a
n/a
T Clarke¹
0%
n/a
n/a
0%
n/a
n/a
6%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
M Heaney⁷
-2%
-100%
n/a
-8%
5015%
n/a
21%
n/a
n/a
-12%
n/a
n/a
2%
n/a
n/a
A 
Crawford-
Ingle²
0%
-91%
n/a
0%
-16%
n/a
5%
n/a
n/a
39%
n/a
n/a
n/a
n/a
n/a
M 
Hemsley³
0%
n/a
n/a
0%
n/a
n/a
0%
n/a
n/a
29%
n/a
n/a
n/a
n/a
n/a
K Cates⁴
2%
n/a
n/a
12%
n/a
n/a
13%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Amy Yip⁶
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Employees
3%
22%
16%
8%
-1%
18%
14%
2%
41%
4%
7%
-28%
2%
10%
-15%
1	
Appointed as Remuneration Committee Chair on 12 May 2021.
2	
Appointed to the Board on 16 March 2020.
3	
Appointed to the Board on 16 March 2020.
4	
Appointed to the Board on 1 February 2021.
5 	 Although NED expenses tax settled through a PAYE Settlement Agreement (‘PSA’) is available for the 2021/2022 and 2022/2023 income tax year, information for prior years is not 
readily available. Year-on-year percentage change is therefore shown as n/a. Disclosure of the percentage change in taxable benefits for NEDs will be available going forwards.
6	
Appointed as a Director with effect from 1 September 2023. Percentage change is shown as n/a as she received pro-rated fees in respect of 2023.
7	
The increase in taxable benefits reflects the additional travel to Board and Committee meetings during the period 2022/2023.
8 	 The percentage increase in taxable benefits figure for the GGC between 2023 to 2024 is due to the Electric Vehicle car allowance. All UK employees are eligible to 
participate in an Electric Vehicle leasing scheme. For a select number of senior managers, the Company pays a portion of the monthly lease cost.
Annual Report on Remuneration continued
Short-term variable pay includes annual bonus (both cash and deferred bonus). As the Parent Company does not have employees, the data 
above represents a voluntary disclosure against a suitable comparator group. A large portion of the Group’s remuneration is payable to 
Brokers who earn a significant portion of their income as contractual bonus based on a formula linked to revenue. It is therefore considered 
that a comparison of the Executive Director’s remuneration with that of UK non-broker staff is more meaningful than a comparison with all 
employees.
Employee calculations are based on an average percentage change in salary and short-term variable pay on a same-store comparison i.e. 
when comparing employees who have been employed by the firm for both performance years 2023 and 2024. The average increase in 
employees’ short-term variable pay between 2023 and 2024 is 16%.
Fees paid to Non-executive Directors (audited)
The single total figure of remuneration for each of the Non-executive Directors who held office during the year ended 31 December 2024 
was as follows:
Fees
Benefits³
Total
2024
£’000
2023
£’000
2024
£
2023
£
2024
£’000
2023
£’000
Richard Berliand
300
300
1,130
 –
 301 
 300 
Tracy Clarke
95
95
–
–
 95 
 95 
Michael Heaney¹
135
138
–
17,000
 135 
 155
Angela Crawford-Ingle
105
105
60
600
 105 
 106
Mark Hemsley
90
90
60
–
 90 
 90 
Kath Cates
120
118
0
–
 120 
 118 
Amy Yip²
135
45
11,500
–
 146 
 45 
1	
On 1 March 2023 Michael Heaney stepped down as Senior Independent Director and Kath Cates took over the role. The difference in fees reflects this change in SID role.
2	
Amy Yip was appointed as a Director with effect from 1 September 2023. The increase from 2023 to 2024 represents the full year fees payable in 2024.
3	
Note that 2023 and 2024 disclosure is in £ not £’000. The figures show expenses tax settled through a PAYE Settlement Agreement (‘PSA’) in respect of the 2023/2024 and 
2022/2023 tax years. 
 
Non-executive Director fees 
A review of the fees for the Chair of the Board and the other Non-Executive Director fees was undertaken in light of the time commitment 
and work required by the NEDs in the delivery of their duties. The review considered the market context and appropriate peers in the 
financial services sector and determined that the fees were behind market. The NED fees have not been increased since January 2020.  
To that end, the fees for the Non-executive Directors for 2025 will increase as follows:
£m
Fees from 
1 January 2025
Fees from
1 January 2024
Chair
£350,000
£300,000
Base fee
£75,000
£70,000
Senior Independent Director
£20,000
£15,000
Chair of the Audit, Risk and Remuneration Committees
£30,000
£25,000
Membership of the Audit, Risk and Remuneration Committees
£12,000
£10,000
Overseas-based NED supplement
£35,000
£35,000
Regional Engagement NED
£10,000
£10,000
Non-executive Directors received no other benefits or other remuneration other than reimbursement of all reasonable and properly 
documented travel, hotel and other incidental expenses incurred in the performance of their duties and any tax and social costs arising 
thereon. Non-executive Directors based overseas will be reimbursed for reasonable costs of travel and accommodation for trips to London 
to attend Board meetings. Any UK tax liability thereon will be met by the Company.
Voting at the 2024 AGM 
At the AGM held on 15 May 2024, the following votes were cast in respect of the Directors’ Remuneration Report. The votes shown below in 
relation to the Directors’ Remuneration Policy were cast on 11 May 2022.
For¹,²
Against¹
Votes withheld¹
Number
%
Number
%
Number
Approval of the Directors’ Remuneration Report
575,853,928
97.67
13,711,578
2.33
67,491,876
Approval of the Directors’ Remuneration Policy
602,189,092
85.17
104,878,431
14.83
10,400
1	
Votes ‘For’ and ‘Against’ are expressed as a percentage of votes cast. A ‘Vote withheld’ is not a vote in law.
2	
Votes ‘For’ includes those giving the Chairman discretion.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
138
139
Governance

Governance
The Directors’ Remuneration Report has been prepared in 
accordance with the Large and Medium-sized Companies and 
Groups (Accounts and Reports) (Amendment) Regulations 2008 (as 
amended by the 2013 Regulations) the UKLA Listing Rules and the 
UK Corporate Governance Code. 
Remuneration Committee
Members of the Remuneration Committee during the year were: 
Tracy Clarke (Chair), Richard Berliand, Amy Yip and Michael 
Heaney.
Key responsibilities of the Remuneration Committee
The role of the Committee is to set the overarching principles of 
the Remuneration Policy and provide oversight on remuneration 
across the firm. The Board has delegated responsibility to the 
Committee for:
	> Working with management to develop, formalise and approve 
transparent policies on remuneration for the Company’s 
workforce, that support the Company’s long-term strategic goals 
and are aligned to its culture;
	> Reviewing the Company’s remuneration policies with regard to 
the Company’s risk appetite, alignment to the long-term strategic 
goals, ongoing appropriateness, and compliance with corporate 
governance and regulatory requirements; reviewing the ongoing 
appropriateness and relevance of the remuneration policies; and 
consulting with significant shareholders as appropriate;
	> Ensuring implementation of the Company’s remuneration policies 
is subject to review;
	> Considering relationships between incentives and risk to ensure 
that risk management and appetite are properly considered in 
setting and implementing the Remuneration Policy; 
	> Reviewing wider workforce pay and, whilst the Committee does 
not directly consult employees on the remuneration policy for 
Executive Directors, considering mechanisms for explaining to 
the workforce how executive pay and any related policies are 
aligned with remuneration for the wider workforce;
	> Keeping under review the Company’s gender and ethnicity pay 
gaps and overseeing the implementation of actions identified as 
being required;
	> Ensuring Executive Director remuneration is in line with the most 
recent Directors’ Remuneration Policy and that wider workforce 
pay has been considered when setting Executive pay;
	> Setting appropriately challenging incentive targets for the 
Executive Directors;
	> Ensuring risk management and conduct events are reflected in 
remuneration outcomes;
	> Determining and approving the rules of any new employee share 
scheme or other equity-based long-term incentive programme or 
any new performance related pay schemes and total annual 
payments under such schemes; 
	> Reviewing and approving the total incentive pools for the 
non-broking workforce, save with respect to the senior 
management population;
	> Reviewing and approving, after consultation with the 
Chief Executive, the level and structure of remuneration for 
senior management;
	> Reviewing and approving the level and structure of remuneration 
for the Heads of Control Functions; and
	> Keeping under review a formal policy for post-employment 
shareholding requirements encompassing both unvested and 
vested shares. 
Key Remuneration Committee activities in 2024 
The Committee’s focus areas this year were:
	> Assessing the performance of the Executive Directors against 
the financial and strategic non-financial metrics;
	> Determining the financial metrics used to assess 70% of the 
Executive Directors’ 2024 Bonus and the RSP underpin;
	> Setting specific 2024 strategic performance objectives for 
each of the Executive Directors to assess 30% of their 2024 
Annual Bonus;
	> Reviewing the Executive Director Remuneration Policy, including 
consulting with shareholders and considering shareholder feedback.
	> Benchmarking the remuneration of the Executive Directors;
	> Reviewing risk-adjusted reward policies and processes to ensure 
conduct and culture are considered in all reward decisions;
	> Reviewing the Company’s compliance with the FCA‘s MIFIDPRU 
Remuneration Code, reviewing the Group’s Material Risk Takers 
and related remuneration disclosure requirements; 
	> Reviewing all employee remuneration arrangements to ensure 
that the Company is able to continue to attract and retain key 
talent; and
	> Reviewing our pension and benefits offerings across the Group to 
ensure that they remain competitive.
Outside directorships
Nicolas Breteau, Robin Stewart and Philip Price did not have any 
outside directorships from which they received any remuneration 
during 2024.
The alignment of Executive remuneration with wider 
Company pay policy
The employees of TP ICAP are critical to its long-term success and 
the Remuneration Committee is responsible for developing and 
maintaining formal and transparent policies on remuneration for 
the Company’s employees. 
Our philosophy on remuneration, that applies to all employees:
	> We seek to attract and retain high-performing and motivated 
employees and remunerate them with a competitive base salary;
	> We align reward with the delivery of the Group’s business 
strategy, values, key priorities and long-term goals;
	> We reward behaviours that both create sustainable results in line 
with our core values of accountability, authenticity, adaptability 
and do not encourage excessive risk taking and are in line with 
our current risk conduct framework;
	> We align remuneration with the principle of protection of 
customers and the prevention of conflicts of interest;
	> We deliver some elements of compensation as shares in the 
Company to align senior employee, Executive and shareholder 
interests; and
	> We provide standard benefits that apply across all employee groups.
2025 AGM
Copies of the Executive Directors’ employment contracts and the 
Non-executive Directors’ letters of appointment are available for 
inspection at the registered office of the Company during normal 
business hours and will be available for shareholders to view at the 
2025 AGM. Executive Directors have rolling contracts which may be 
terminated by either the Company or the Director giving 12 months’ 
notice. Details of the contractual arrangements for the 
Non-executive Directors are set out in the Directors’ Remuneration 
Policy.
Implementation of Remuneration Policy in 2025
Base salaries
It was agreed that the following increases would apply for the 
Executive Directors: 
	> Chief Executive: £800,000 (no increase)
	> Chief Financial Officer: £505,000 (6% increase)
	> Group General Counsel: £485,000 (1% increase)
Annual bonus
The annual bonus will continue to be based on the existing 
scorecard of financial and strategic performance targets aligned to 
the business strategy, conduct and risk KPIs. Subject to shareholder 
approval at the AGM, the CEO’s maximum bonus opportunity will 
increase from 250% to 300% of base salary. For the other Executive 
Directors, the maximum bonus opportunity will remain at 200% of 
base salary. The performance measures will be:
	> Adjusted Operating Profit – 70%
	> Strategic Objectives – 30%
Details of targets are deemed to be commercially sensitive and will 
be disclosed retrospectively in the next Directors’ Remuneration 
Report. 
RSP
Following a pre-grant assessment in early March 2025, the 
Committee intends to grant Restricted Share Awards under the 
existing Policy limits of 125% of salary for all Executive Directors. 
Subject to shareholder approval of the new Policy, the Committee 
intends to grant ‘top-up’ awards, as soon as practicable following 
the AGM to bring the in-year awards for 2025 up to the new Policy 
maximum of 200% of salary for the CEO and 150% for the CFO and 
the GGC. The Restricted Share Awards will vest after three years, 
subject to the Committee’s assessment of an underpin at the end of 
2027. When assessing the underpin the Committee shall have 
regard to the Group’s financial and non-financial performance over 
the course of the vesting period, and may take into account the 
following factors (amongst others) when determining whether to 
reduce the number of shares vesting:
	> Whether threshold performance levels have been achieved for 
the performance conditions for the Bonus Plan for each of the 
three years in the vesting period;
	> The underlying financial performance progression over the 
vesting period, considering (but not limited to) such factors as 
revenue, profitability, absolute/relative TSR performance, cash 
generation and adherence to the dividend policy (to maintain 2x 
adjusted earnings dividend cover); and
	> Performance against strategic priorities designed to promote the 
long-term success of the Company including (but not limited to) 
operating model improvements, building on the Group’s 
competitive advantage, digital and technology improvements, 
focus on ESG (including sustainability), employee satisfaction 
and the management of day-to-day risks.
Advice provided to the Remuneration Committee 
During 2024, Alvarez & Marsal (‘A&M’) provided external 
remuneration advice to the Remuneration Committee. A&M were 
appointed as the Remuneration Committee advisers in June 2023 
to provide independent advice on remuneration policy and 
implementation. A&M is a signatory to the Remuneration 
Consultants Group Code of Conduct which requires it to provide 
objective and impartial advice. 
The Remuneration Committee is satisfied that the A&M engagement 
partner and team providing remuneration advice to the Committee 
do not have connections with TP ICAP that might impair their 
independence or objectivity. The fees payable for remuneration 
advice provided by A&M in 2024 were £182,629 (excluding VAT), 
based on the consulting time required. The Committee is satisfied 
that these fees are appropriate for the work undertaken. No other 
services were provided by A&M to the Committee during the year. 
During the year, Deloitte LLP provided external remuneration 
advice to the Remuneration Committee to support with the review 
of the Directors Remuneration Policy. The fees payable for 
remuneration advice provided by Deloitte during 2024 were 
£10,500 (excluding VAT), based on the consulting time required. 
Deloitte is a founding member of the Remuneration Consultants 
Group and voluntarily operates under the Code of Conduct in 
relation to executive remuneration consulting in the UK. 
Separately, Deloitte also provided audit services and certain other 
non-audit services, permissible under audit independence rules, 
prior to stepping down as auditors during 2024. No other services 
were provided by Deloitte during the year.
Tapestry provided advice on law and regulation in relation 
to employee incentive matters.
Advice was also provided on occasion by the CEO, CFO, Group 
General Counsel, Group Head of HR and CRO.
Approved by the Board and signed on its behalf by
Tracy Clarke
Chair 
Remuneration Committee 
11 March 2025
Annual Report on Remuneration continued
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
140
141
Governance

Directors’ report
The Directors present their report together with the audited Consolidated Financial Statements for the year ended 31 December 2024. This 
Directors’ report, together with the Strategic report on pages 12 to 73, form the Management report for the purposes of the FCA’s 
Disclosure Transparency Rule (‘DTR’) 4.1.5R(2) and DTR 4.1.8R.
TP ICAP Group plc is incorporated as a public limited company and is registered in Jersey with the registered number 130617. The 
Company’s registered office is 22 Grenville Street, St Helier, Jersey, JE4 8PX. Although the Company is subject to Companies (Jersey) Law 
1991, the following report also includes certain disclosures required for a UK incorporated company under the UK Companies Act 2006 in 
the interests of good governance.
As permitted by legislation, the following statements made pursuant to company law, the UK Listing Authority’s Listing Rules, and the 
Disclosure Guidance and Transparency Rules are set out elsewhere in this Annual Report and are incorporated into this report by reference:
Disclosure
Location
Board of Directors
Board of Directors (pages 80 to 83)
Results for the year
Consolidated Income Statement (page 153)
Dividends
Strategic report (pages 3)
DTR 7 Corporate Governance Statement (excluding DTR 7.2.6, which 
is covered by this Directors’ report)
Governance report (pages 74 to 145)
How the Directors have engaged with and had regard to employees
Strategic report, Stakeholder engagement (page 56)
How the Directors have had regard to the need to foster business 
relationships with stakeholders
Strategic report, Stakeholder engagement (page 56)
Directors’ share interests
Report of the Remuneration Committee (page 136)
Financial instruments
Note 31 to the Consolidated Financial Statements (page 196)
Viability statement
Strategic report (page 58)
Going concern statement
Strategic report (page 58)
Principal risks and uncertainties
Strategic report (pages 59 to 63)
Human rights and equal opportunities
Strategic report (page 41)
Related party transactions
Note 40 to the Consolidated Financial Statements (page 208)
Business activities and performance
Strategic report (pages 4 to 23)
Financial position
Strategic report (pages  to 53)
Key risk analysis
Strategic report (pages 59 to 63)
Loans and other provisions
Notes 3, 26 and 28 to the Consolidated Financial Statements 
(pages 159, 187, 189)
Issued share capital
Note 32 to the Consolidated Financial Statements (page 197)
Future developments
Strategic report (pages 4 to 23)
Purchase of own shares (Share Buyback)
Note 32 (page 197)
Statement of Directors’ responsibilities
Directors' report (page 145)
Diversity and inclusion
Sustainability report page (page 32)
Board diversity
Governance report (page 77), Nominations & Governance 
Committee (page 98)
Board activity and culture
Governance report (pages 90 to 92)
Board training and Board effectiveness
Governance report (pages 92 to 95)
Post balance sheet events
There are no post balance sheet events.
Treasury shares
Ordinary shares held by the Company in treasury do not carry 
voting rights. If the treasury shares are subsequently sold or 
transferred for the purposes of satisfying an employee share 
scheme as permitted by the Companies (Jersey) Law 1991, then  
the shares, at this point, will again carry their full voting rights. 
Further details on treasury shares can be found in Note 3 to the 
financial statements.
Note that treasury shares are ordinary shares previously 
repurchased by the Company but not cancelled (and therefore 
deducted from equity and included within the Treasury share 
reserve) and, as they are no longer outstanding, they are  
excluded for earnings per share and voting rights purposes.  
Further details on issued share capital can be found in Note 33  
to the financial statements.
Share capital and control
The Company has one class of ordinary shares, which carry no right 
to fixed income. Each share carries the right to one vote at general 
meetings of the Company. No shareholder has any special rights of 
control over the Company’s share capital and all issued shares are 
fully paid. 
Purchase of own shares
Following the completion of its first buyback programme of £30m 
in January 2024, the Group commenced a second further share 
buyback programme for a maximum of £30m each in March 2024 
(the ‘Second Buyback') and in August 2024 (the ‘Third Buyback') in 
order to reduce the capital of the Company and/or meet 
obligations under employee share schemes. Ordinary shares 
purchased under the buyback that are not cancelled will have their 
rights to dividend receipt waived by the Company. Following the 
Group’s share buyback programmes, the Company’s issued 
ordinary share capital consists of 795,390,932 ordinary shares of 
which a total of 42,852,543 shares are held in treasury as at 11 
March 2024. The remaining 752,538,389 shares represent the total 
voting rights in the Company and may be used by shareholders as 
the denominator for the calculations by which they can determine if 
they are required to notify their interest in, or a change to their 
interest in, the Company under the Financial Conduct Authority’s 
Disclosure Guidance and Transparency Rules.
Restriction on transfer of securities
There are no specific restrictions on the size of a holding nor on the 
transfer of shares, both of which are governed by the provisions in 
the Articles and prevailing legislation. The Directors are not aware 
of any agreements between holders of the Company’s shares that 
may result in restrictions on the transfer of securities or on voting 
rights, nor are there any arrangements by which, with the 
Company’s cooperation, financial rights carried by securities are 
held by a person other than the holder of those securities.
Articles of Association (‘Articles’)
The Articles may only be amended by special resolution of the 
shareholders and were last amended in February 2021. The Articles 
provide that, at each Annual General Meeting, all the Directors 
who held office on the date seven days before the Notice of that 
AGM must retire from office and each Director wishing to continue 
to serve must submit themselves for election or re-election  
by shareholders. 
Directors’ interests in contracts of significance
Linked to the above, no Director declared a material interest in any 
contracts of significance subsisting during the period under review, 
to which the Company or one of its subsidiary undertakings was  
a party.
Directors’ indemnity arrangements
The Company maintains liability insurance for its Directors and 
officers to the extent allowed by Companies (Jersey) Law 1991 and 
the Company’s Articles of Association. This includes directors of the 
Company’s subsidiaries. The Company provides a standard 
indemnity against certain liabilities that Directors may incur in their 
capacity as a Director of the Company. The liability insurance 
provided to a Director does not provide cover in the event a ruling 
of actual dishonest or fraudulent activity is found. The principal 
employer of the Tullett Prebon Pension Scheme has given 
indemnities to the Directors who are trustees of that Scheme.
Powers of the Directors
Subject to the Company’s Articles of Association, the Companies 
(Jersey) Law 1991 and special resolution of the Company, the 
business of the Company shall be managed by the Board of 
Directors which may exercise all the powers of the Company. 
Directors’ authority to allot shares
The Directors were granted at the 2024 AGM the authority to allot 
shares and to buy the Company’s shares in the market up to a 
maximum of approximately 10% of its issued share capital. At the 
last AGM, resolutions were passed to authorise the Directors to allot 
up to a nominal amount of £64,312,145.25 (subject to restrictions 
specified in the relevant resolutions) and to purchase up to 
77,174,574 ordinary shares.
During 2024, 42,852,543 shares were purchased in the market 
under the authority granted at the 2024 AGM and are held  
in Treasury.
Significant agreements and change of control
The Company’s banking facilities give the lenders the right not to 
renew loans and to cancel commitments in the event of a change of 
control. TP ICAP’s share schemes contain provisions relating to 
change of control, subject to the satisfaction of relevant 
performance conditions and pro-rata for time, if appropriate. The 
Company is not aware of any other significant agreements that 
take effect, alter or terminate upon a change of control of the 
Company following a takeover bid, nor any agreements with the 
Company and its employees or Directors for compensation for loss 
of office or employment that occurs because of a takeover bid.
Research and development
The Group uses various bespoke information technology in the 
course of its business and undertakes research and development to 
enhance that technology. 
Employees with disabilities
The Group is an inclusive employer and considers diversity to be of 
utmost importance. We give full and fair consideration to 
applications we receive from disabled persons and support those 
who incur a disability while employed at the Group. All 
opportunities of career progression and development, including 
promotions and training, are equally applied to all employees. 
Statement of engagement with employees
Our employees are kept well-informed about relevant matters and 
the Group’s performance through a diverse range of internal 
communication channels. These include emails, town hall meetings, 
the intranet, and our regular Group-wide newsletter, The Wire. In 
2024, we expanded our communication efforts by introducing a 
regular internal TV series, WireTV, and a new employee app.
 
As a Jersey registered company, TP ICAP is not required to include  
a Non-Financial and Sustainability Information Statement, or a 
response to the Climate-related Financial Disclosures (‘CRFD’)  
in this Annual Report and Accounts . However, as a UK-listed 
company, we respond to the FCA Listing Rule LR 9.8.6R(8) on 
climate-related disclosure on pages 64 to 73 of this report . 
Listing Rule 6.6.1 disclosure
The trustee of the Employee Benefit Trust waived its rights to receive 
dividends on shares held by them. Information regarding long-term 
incentive schemes is contained within the Report of the 
Remuneration Committee (pages 114 to 141) and incorporated into 
this report by reference. Other than as indicated, there are no 
further disclosures to be made under Listing Rule 6.6.1 
The voting rights of the ordinary shares held by the TP ICAP plc 
Employment Benefit Trust (formally the Tullett Prebon plc Employee 
Benefit Trust 2007) and TP ICAP Group plc Employee Benefit Trust 
are exercisable by the trustees in accordance with their fiduciary 
duties. The right to receive dividends on these shares has been 
waived. Details of employee share schemes are set out in Note 34 to 
the Consolidated Financial Statements on pages 200 to 202.
Listing Rule 6.6.6 R (10) disclosure
The Company is supportive of the FCA’s drive to increase gender 
and ethnicity diversity among the boards and executive 
management of premium and standard listed companies. As at  
31 December 2024, the Board comprised 40% women. Our Senior 
Independent Director is a woman, and one member of the Board is 
from a minority ethnic background. There have been no changes of 
Directors since 11 March 2024. 
The Company’s approach to collecting the data used for the 
purposes of making these disclosures is on the basis of self-reporting 
by individuals from a pre-populated list available in the employee 
self-service module.
The Nominations & Governance Committee and the Board will 
continue to focus on the new disclosure requirements for the year 
ending 31 December 2025 as a part of Board and senior 
management succession planning.
Read more
Full numerical data on our Board and Executive Management 
diversity can be found on page 77.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
142
143
Governance

Directors’ report continued
Statement of Directors’ responsibilities
The Group actively seeks employee input and considers their 
perspectives in the Board’s decision-making processes. We use 
surveys to encourage employee involvement in the Company’s 
performance. Additionally, our Workforce Engagement Programme 
has been enhanced, with Mark Hemsley, Michael Heaney, and Amy 
Yip representing the Board in engaging with the workforce across 
the EMEA, Americas, and Asia Pacific regions, respectively.
For more information on employee engagement, see Stakeholder 
engagement on pages 54 to 57.
Statement of engagement with suppliers, customers 
and other stakeholders
See Stakeholder engagement on pages 54 to 57 for full details of 
the Group's engagement activities with all of its stakeholders.
Political donations
It is the Company’s policy not to make cash contributions to any 
political party. However, within the normal activities of the Group, 
there may be occasions when an activity might fall within the 
broader definition of ‘political expenditure’ contained within the 
UK Companies Act 2006. Therefore, the Company has sought to 
obtain shareholder authority to make limited political donations at 
each AGM. During 2024, no political donations were made by the 
Group (2023: £nil).
Substantial shareholders
The following table shows the holdings of the Company’s total 
voting rights attached to the Company’s issued ordinary share 
capital, as notified to the Company in accordance with DTR 5 of the 
FCA’s Disclosure Guidance and Transparency Rules as at 31 
December 2024. 
% direct 
holding
% indirect 
holding
Total number of 
shares held
As at 31 
December 
2024
total % of 
voting 
rights of the 
issued share 
capital*
Liontrust Asset 
Management plc
9.89
–
77,137,387
9.89
Schroders plc
5.27
39,951,382
5.27
Jupiter Asset 
Management 
Limited
4.89
37,116,063
4.89
BlackRock Inc.
5.47
38,698,983
5.0
Ameriprise 
Financial Inc.
4.98
37,790,335
4.98
Silchester 
International 
Investors LLP
5.04
27,955,435
5.04
*	
Percentages provided were correct at the date of notification on 20 November 
2023, 13 November 2024, 25 October 2024, 19 December 2024 and 17 July 2017.
The following notifications were received by the Company between 
31 December 2024 and 5 March 2025, being the latest practicable 
date prior to the publication of this report:
% direct 
holding
% indirect 
holding
Total number 
of shares held
As at 5 
March 2025
total % of 
voting 
rights of the 
issued share 
capital
Ameriprise  
Financial Inc.
5.0
37,668,021
5.0
It should be noted that the percentages are shown as notified and 
that these holdings are likely to have changed since the Company 
was notified, however, notification of any change is not required 
until the next notifiable threshold is crossed.
The Directors are responsible for preparing the Annual Report, the 
Report of the Remuneration Committee and the Financial 
Statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements 
for each financial year. Under that law, the Directors are required to 
prepare the Group financial statements in accordance with 
UK-adopted international accounting standards in conformity  
with the requirements of the Companies (Jersey) Law 1991 and 
International Financial Reporting Standards (‘IFRS’).
Under company law, the Directors must not approve the accounts 
unless they are satisfied that they give a true and fair view of the 
state of affairs of the Group and of the profit or loss of the 
Company and the Group for that period.
In the case of the Group Financial Statements, IAS 1 requires  
that Directors:
	> Select and apply accounting policies properly;
	> Present information, including accounting policies, in a manner 
that provides relevant, reliable, comparable and understandable 
information;
	> Provide additional disclosures when compliance with the specific 
requirements in IFRS are insufficient to enable users to 
understand the impact of particular transactions, other events 
and conditions on the entity’s financial position and financial 
performance; and
	> Make an assessment of the Company and the Group's ability to 
continue as a going concern.
The Directors are responsible for keeping adequate accounting 
records that are sufficient to show and explain the Company and 
the Group’s transactions and disclose with reasonable accuracy at 
any time the financial position of the Company and the Group and 
enable them to ensure that the Financial Statements comply with 
the Companies (Jersey) Law 1991. They are also responsible for 
safeguarding the assets of the Company and the Group and hence 
for taking reasonable steps for the prevention and detection of 
fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of 
the corporate and financial information included on the Group’s 
website. Legislation in the United Kingdom governing the 
preparation and dissemination of financial statements may differ 
from legislation in other jurisdictions.
Further information about the Company’s share capital is given in 
Note 32 of the Consolidated Financial Statements.
Greenhouse gas (GHG) emission
TP ICAP, as an office-based business, is not engaged in activities 
that are generally regarded as having a high environmental 
impact. However, the Board has agreed that it will seek to adopt 
policies to safeguard the environment to meet statutory 
requirements or where such policies are commercially sensible.
The emission of greenhouse gases resulting from office-based 
business activities and business travel, is the Company’s main 
environmental impact and statistics relating to these emissions are 
set out in the Strategic report on page 73.
Auditor
It is the intention that PricewaterhouseCoopers LLP (‘PwC’) will 
continue to act as the Company’s external auditor for the year 
ending 31 December 2025 and this will be presented to 
shareholders for approval at the forthcoming Annual General 
Meeting (‘AGM’). 
Disclosure of information to the auditor
Each of the persons who is a Director at the date of approval of this 
Annual Report confirms that:
So far as the Director is aware, there is no relevant audit 
information of which the Company’s auditor is unaware; and the 
Director has taken all steps that they ought to have taken as a 
Director in order to make themselves aware of any relevant audit 
information and to establish that the Company’s auditor is aware 
of that information.
Annual General Meeting 
The AGM of the Company will be held at 2.15 pm BST on 14 May 
2025. Details of the resolutions to be proposed at the AGM are set 
out in a separate Notice of Meeting together with explanatory 
notes set out in a separate circular. The Notice of Meeting will be 
sent to all shareholders entitled to receive such notice. Only 
members on the register of members of the Company as at close of 
business on 12 May 2025 (or two days before any adjourned 
meeting, excluding non-business days) will be entitled to attend 
and vote at the AGM. 
Any proxy must be lodged with the Company’s registrars or 
submitted to CREST at least 48 hours, excluding non-business days, 
before the AGM or any adjourned meeting thereof.
The Directors believe that the resolutions for consideration at this 
year’s AGM are in the best interests of the Company and its 
shareholders, and unanimously recommend that shareholders vote 
in favour of the resolutions.
The outcome of the resolutions put to the AGM will be published on 
the London Stock Exchange’s and the Company’s website once the 
AGM has concluded. 
Approved by the Directors and signed on behalf of the Board.
Vicky Hart
Group Company Secretary
11 March 2025
Responsibility statement
Each of the Directors, whose names and functions are set out on 
pages 80 to 83 and who are Directors as at the date of this 
Statement of Directors’ responsibilities, confirm to the best of their 
knowledge that:
	> The Financial Statements, prepared in accordance with the 
relevant financial reporting framework, give a true and fair view 
of the assets, liabilities, financial position and profit or loss of the 
Company and the Group and the undertakings included in the 
consolidation taken as a whole;
	> The Strategic report includes a fair review of the development 
and performance of the business and the position of the 
Company and the Group  and the undertakings included in the 
consolidation taken as a whole, together with a description of 
the principal risks and uncertainties that it faces; and
	> The Annual Report and Accounts, taken as a whole, are fair, 
balanced and understandable and provide the information 
necessary for shareholders to assess the Company and the 
Group’s position, performance, business model and strategy.
On behalf of the Board.
Nicolas Breteau
Chief Executive Officer 
11 March 2025
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
144
145
Governance

Independent Auditor’s Report to the members of TP ICAP Group plc
Key audit matter
How our audit addressed the key audit matter
Carrying value of goodwill and acquired intangibles
The Group has goodwill of £1,159m and customer relationships on 
acquisition of £408m as at 31 December 2024, predominantly 
related to the acquisitions of ICAP and Liquidnet.
As described in the Group’s accounting policy within Note 3 
“Summary of significant accounting policies” and as disclosed in 
Note 14 "Intangible assets arising on consolidation", goodwill is 
assessed for impairment at least annually, irrespective of whether or 
not indicators of impairment exist. The Group performs its annual 
impairment assessment of goodwill and acquired intangible assets 
as at 30 September 2024 with a subsequent assessment for triggers 
as at 31 December 2024. Customer relationships capitalised on 
acquisition are reviewed for indicators of impairment at each 
balance sheet date and, if an indicator of impairment exists, an 
impairment assessment is performed.
Impairment assessments are performed by comparing the carrying 
amount of each cash generating unit (‘CGU’) to its recoverable 
amount, using the higher of value in use (‘VIU’) or fair value less costs 
to dispose (‘FVLCD’). The VIU approach was used to assess the 
recoverable amount of all CGUs as at 30 September 2024. The 
Group has not recognised an impairment charge related to goodwill 
and acquired customer relationships as at 31 December 2024.
The impairment assessment encompasses management judgement 
in forecasting expected future cash flows for each CGU and customer 
relationship asset. In addition, we determined that there is a 
significant audit risk over the impairment assessment of goodwill 
and other intangible assets for CGUs Energy and Commodities, 
Liquidnet Agency Execution and Liquidnet Equities, as well as 
Liquidnet Equities customer relationships, specifically in respect of 
the following key assumptions: discount rate, revenue growth rate 
and contribution margin.
As a consequence of the above we assessed this to be a key  
audit matter.
We performed the following procedures:
	> We evaluated the design and implementation of key controls in 
accordance with ISA (UK) 315 (Revised).
	> We assessed and tested the determination of carrying values of 
the CGUs.
	> For forecast revenue and contribution growth rate assumptions, 
we challenged management’s assumptions with reference to 
recent performance, including comparing growth rates to those 
achieved historically and to external market data, where 
available. Our assessment included consideration of contradictory 
information, where identified. 
	> We agreed the cash flow forecasts used in the impairment model 
to the Board approved baseline budgets. 
	> We tested the mathematical accuracy of the model, validating 
whether formulas have been applied appropriately and in line 
with methodology.
	> We engaged experts to evaluate the appropriateness and 
application of the methodology used, and the reasonableness of 
the discount rate assumptions used. 
	> Our valuation experts independently derived a discount rate 
range and we compared this to the rate used by management. 
	> We obtained corroborating evidence for churn rate and revenue 
assumptions in relation to Liquidnet Equities customer 
relationships.
Based on the work performed, and the evidence obtained, we 
concluded that the key assumptions adopted by management were 
reasonable and supportable, and that the assessment performed 
was compliant with the requirements of IAS36. 
Report on the audit of the financial statements
Opinion
In our opinion, TP ICAP Group plc’s group financial statements:
	> give a true and fair view of the state of the group’s affairs as at 
31 December 2024 and of its profit and cash flows for the year 
then ended;
	> have been properly prepared in accordance with UK-adopted 
international accounting standards; and
	> have been prepared in accordance with the requirements of the 
Companies (Jersey) Law 1991.
We have audited the financial statements, included within the 
Annual Report, which comprise: the consolidated balance sheet as 
at 31 December 2024; the consolidated income statement, the 
consolidated statement of comprehensive income, the consolidated 
statement of changes in equity and the consolidated cash flow 
statement for the year then ended; and the notes to the financial 
statements, which include a description of the significant 
accounting policies.
Our opinion is consistent with our reporting to the Audit Committee.
Separate opinion in relation to international financial 
reporting standards adopted pursuant to Regulation 
(EC) No 1606/2002 as it applies in the European Union
As explained in note 2 to the financial statements, the group, in 
addition to applying UK-adopted international accounting 
standards, has also applied international financial reporting 
standards adopted pursuant to Regulation (EC) No 1606/2002 as it 
applies in the European Union.
In our opinion, the group financial statements have been properly 
prepared in accordance with international financial reporting 
standards adopted pursuant to Regulation (EC) No 1606/2002 as it 
applies in the European Union.
Basis for opinion
We conducted our audit in accordance with International 
Standards on Auditing (UK) (“ISAs (UK)”) and applicable law.  
Our responsibilities under ISAs (UK) are further described in the 
Auditors’ responsibilities for the audit of the financial statements 
section of our report. We believe that the audit evidence we have 
obtained is sufficient and appropriate to provide a basis for  
our opinion.
Independence
We remained independent of the group in accordance with the 
ethical requirements that are relevant to our audit of the financial 
statements in the UK, which includes the Financial Reporting 
Council’s (“FRC”) Ethical Standard, as applicable to listed public 
interest entities in accordance with the requirements of the Crown 
Dependencies' Audit Rules and Guidance for market-traded 
companies, and we have fulfilled our other ethical responsibilities  
in accordance with these requirements.
To the best of our knowledge and belief, we declare that  
non-audit services prohibited by the FRC’s Ethical Standard  
were not provided.
Other than those disclosed in Note 5 to the financial statements, we 
have provided no non-audit services to the group or its controlled 
undertakings in the period under audit.
Our audit approach
Context
This is our first year of audit. Under the Companies (Jersey) Law 
1991 (the "Law"), the group is required to prepare financial 
statements and to file these with the Jersey Registrar of Companies. 
We are required under Article 113A of the Law to audit those 
financial statements.  After appointment, we met with 
management to understand the business and to gather information 
which we needed to plan our first audit effectively. We met with the 
former auditors and reviewed their audit working papers to obtain 
evidence over the 2023 opening balance sheet and comparative 
financial information. 
Overview
Audit scope
	> The scope of our audit and the nature, timing and extent of audit 
procedures performed were determined by our risk assessment, 
the financial significance of components and other qualitative 
factors (including history of misstatement through fraud or error).
	> We performed audit procedures over components considered to 
be significant due to risk or size in the context of the group (full 
scope audit), and further audit procedures over certain non-
significant components.
	> Our audit plan was discussed with the Audit Committee in July 
2024 and updates were provided at subsequent stages of the 
audit. We executed the planned approach and concluded based 
on the results of our testing, ensuring that sufficient audit 
evidence has been obtained to support our opinion. We discussed 
the results of our audit with the Audit Committee. We also 
discussed the key audit matters at the conclusion of the audit.
Key audit matters
	> Carrying value of goodwill and acquired intangibles
	> Name passing brokerage revenue 
Materiality
	> Overall materiality: £12,550,000 (rounded) based on 5%  
of adjusted profit before tax from continuing operations.
	> Performance materiality: £8,150,000 (rounded).
The scope of our audit
As part of designing our audit, we determined materiality  
and assessed the risks of material misstatement in the  
financial statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ 
professional judgement, were of most significance in the audit of 
the financial statements of the current period and include the most 
significant assessed risks of material misstatement (whether or not 
due to fraud) identified by the auditors, including those which had 
the greatest effect on: the overall audit strategy; the allocation of 
resources in the audit; and directing the efforts of the engagement 
team. These matters, and any comments we make on the results  
of our procedures thereon, were addressed in the context of our 
audit of the financial statements as a whole, and in forming our 
opinion thereon, and we do not provide a separate opinion on 
these matters.
This is not a complete list of all risks identified by our audit.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
146
147
Financial statements

Independent Auditor’s Report to the members of TP ICAP Group plc
continued
Key audit matter
How our audit addressed the key audit matter
Name Passing Brokerage Revenue
The Group’s revenue streams comprise name passing (£1,379m 
revenue in 2024), matched principal (£452m), executing broker 
(£143m), data and analytics price information fees (£191m) and 
introducing broker (Liquidnet) (£88m) (As disclosed in Note 4 - 
“Segmental Analysis”).
Matched principal and introducing broker revenue is primarily 
settled on a delivery vs payment basis with settlement only taking a 
few business days; exchange give-up relies on counterparties 
claiming their trades directly on the exchange; and data sales 
revenue is calculated based on underlying contracts. 
We assessed there to be increased risk for name passing brokerage 
revenue as discussed below.
Name passing brokerage revenue is the commission earned for the 
matching of buyers and sellers of financial instruments. The Group 
has an agency role in the transaction and commissions are invoiced 
for the service provided. The name passing revenue stream is the 
largest for the Group comprising 61% (FY23: 62%) or £1.38bn of total 
revenue (£2.25bn), as disclosed in Note 4 - “Segmental Analysis”.
There is a risk that incorrect brokerage rates are applied as brokers 
have discretion to override contractual rates in the front office 
systems, and the ability to suppress trade confirmations being sent 
to counterparties at the point of trade execution. Additionally, 
brokers in key markets are remunerated based on revenue recorded 
but not yet settled. We have therefore not rebutted the presumption 
that there is a significant audit risk relating to the risk of fraud in 
revenue recognition for unsettled name passing brokerage revenue.
Name passing revenue is invoiced on a monthly basis, however, the 
cash collection period is typically longer for name passing revenue 
compared to other revenue streams. At 31 December 2024, the 
Group had gross trade receivables of £299m (2023: £309m), as 
disclosed in Note 24 – “Trade and other receivables” and a large 
proportion of this relates to name passing brokerage revenue.
Given the substantial amount of audit work performed in relation to 
name passing brokerage revenue and associated receivables, as well 
as the degree of risk assessed in respect of unsettled invoices relating 
to name passing revenue recorded in the current and earlier periods 
based on the facts noted above, we assessed this to be a key  
audit matter.
In order to address these areas, including the risk of fraud in revenue 
recognition relating to name passing brokerage revenue, we 
performed the following procedures:
	> We evaluated the design and implementation of key controls in 
accordance with ISA (UK) 315 (Revised).
	> For a sample of trades, we agreed the inputs to the brokerage 
calculation back to contractual rate cards and trade 
confirmations. We recalculated the revenue based on the verified 
inputs. 
	> For certain entities contributing material elements of name 
passing brokerage revenue, we tested revenue, recorded as having 
been settled, to cash receipts and investigated any differences.
	> For unsettled name passing brokerage receivables, we increased 
our sample size and sent audit confirmations directly to clients to 
confirm the amount outstanding at the period end. 
	> Where responses were not received, or differences were 
highlighted, we obtained further evidence through alternative 
procedures. This included validating any amounts subsequently 
settled after year end to cash, and inspecting correspondence with 
clients to assess the amount and recoverability.
Based on the procedures performed and evidence obtained we 
concluded that the name passing brokerage revenue, and associated 
receivables, were appropriately recognised in the year.
How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed 
enough work to be able to give an opinion on the financial 
statements as a whole, taking into account the structure of the 
group, the accounting processes and controls, and the industry in 
which the business operates.
The group comprises a large number of subsidiaries which operate 
within 3 regions, namely Europe, Middle East and Africa (EMEA), 
Americas (AMER) and Asia Pacific (APAC). We considered which 
entities (“components”) required a full scope audit either due to 
being significant due to size or due to their risk characteristics, 
including a history of misstatements due to fraud or error, or the 
audit of one or more financial statement line items in the context of 
the group’s consolidated financial statements. 
We identified the significant audit risks which relate to the group as 
a whole. The risks of material misstatement can be reduced to an 
acceptable level by testing the most financially significant entities 
within the group and those that drive particular significant risks 
identified as part of our risk assessment. This ensures sufficient 
coverage has been obtained for each financial statement line item 
(‘FSLI’). We updated our assessment of risks during the audit to 
ensure our audit procedures were aligned with that evolving risk 
assessment, and where necessary our scope of work was changed. 
We performed a full scope audit over 13 components within the 
Group. Further audit procedures were performed over 4 additional 
components. The audit work over certain components were 
performed by other PwC network firms located within the US and 
Singapore. All other audit work was performed by PwC UK.
We instructed component auditors reporting to us on full scope 
audits to work to assigned materiality levels reflecting the size of 
the operations they audited. Throughout the audit, the group audit 
team were in active dialogue with the auditors of the in scope 
components, including being involved in how they planned and 
performed their work. As this was our first year as the Group’s 
auditor, in April 2024, we held a meeting in the UK with the 
partners and senior staff from the group audit team and the other 
PwC teams undertaking audits of the full scope components. The 
meeting focused on sharing relevant information about the group, 
its control environment and financial reporting arrangements, as 
well as our initial audit risk assessment and significant audit risks. 
During the year, senior members of our team participated in at 
least one in-person site visit to our full scope audit locations. We 
also met with management for our full scope components at half 
year and year end.
Some financial reporting processes and controls are performed 
centrally at the TP ICAP Group level, such as financial reporting 
processes, including the impairment assessment of intangible assets 
arising on consolidation, impairment assessment of investment in 
joint ventures and associates, consolidation of the group’s results, 
the preparation of consolidated financial statements, global cost 
allocations, group intercompany eliminations, calculations of 
internal borrowing rate for leases and the accounting of share-
based payments under IFRS 2. TP ICAP’s technology function is also 
largely centralised. For these areas, audit work was performed by 
PwC UK and this may have supported specific balances in other 
components. This audit work, together with analytical review 
procedures also addressed the risk of material misstatement for 
balances in entities that were not an in-scope component.
Our audit work over significant and non-significant components 
covered approximately 85% of total assets and 75% of  
total revenues. 
The impact of climate risk on our audit
In considering the impact of climate risk on our audit, we: 
	> Made enquiries of management to understand the extent of the 
potential impact of climate risk on the financial statements and 
we remained alert when performing our audit procedures for any 
indicators of the impact of climate risk.
	> Evaluated and challenged management's assessment of the 
impact of climate risk on the financial statements, and reviewed 
any related disclosures including those in Note 14 - “Intangible 
assets arising on consolidation”.
	> Read the disclosures in relation to climate risk made in the other 
information within the Annual Report to ascertain whether the 
disclosures are materially consistent with the financial statements 
and our knowledge from our audit. Our responsibility over other 
information is further described in the Reporting on other 
information section of our report. 
Our procedures did not identify any material climate impacts on 
the group financial statements.
Materiality
The scope of our audit was influenced by our application of 
materiality. We set certain quantitative thresholds for materiality. 
These, together with qualitative considerations, helped us to 
determine the scope of our audit and the nature, timing and extent 
of our audit procedures on the individual financial statement line 
items and disclosures and in evaluating the effect of misstatements, 
both individually and in aggregate on the financial statements as a 
whole.
Based on our professional judgement, we determined materiality 
for the financial statements as a whole as follows:
Overall group 
materiality
£12,550,000 (rounded)
How we 
determined it
5% of profit before tax adjusted for certain 
items
Rationale for 
benchmark 
applied
We set materiality using a benchmark of profit 
before tax , adjusted for certain items that we 
do not consider represent the underlying 
business performance and that which would 
be inappropriate to reflect in the materiality 
levels used.
Adjusted profit before tax is a primary 
measure used in assessing the performance of 
the group and is a generally accepted 
benchmark for determining audit materiality.
For each component in the scope of our group audit, we allocated a 
materiality that is less than our overall group materiality. The range 
of materiality allocated across components was between 
£1,000,000 and £10,500,000. Certain components were audited to 
a local statutory audit materiality that was also less than our overall 
group materiality.
We use performance materiality to reduce to an appropriately low 
level the probability that the aggregate of uncorrected and 
undetected misstatements exceeds overall materiality. Specifically, 
we use performance materiality in determining the scope of our 
audit and the nature and extent of our testing of account balances, 
classes of transactions and disclosures, for example in determining 
sample sizes. Our performance materiality was 65% of overall 
materiality, amounting to £8,150,000 for the group financial 
statements.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
148
149
Financial statements

In addition, based on the work undertaken as part of our audit, we 
have concluded that each of the following elements of the 
corporate governance statement is materially consistent with the 
financial statements and our knowledge obtained during the audit:
	> The directors’ statement that they consider the Annual Report, 
taken as a whole, is fair, balanced and understandable, and 
provides the information necessary for the members to assess the 
group’s position, performance, business model and strategy;
	> The section of the Annual Report that describes the review of 
effectiveness of risk management and internal control systems; 
and
	> The section of the Annual Report describing the work of the Audit 
Committee.
We have nothing to report in respect of our responsibility to report 
when the directors’ statement relating to the group’s compliance 
with the Code does not properly disclose a departure from a 
relevant provision of the Code specified under the Listing Rules for 
review by the auditors.
Responsibilities for the financial statements  
and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Statement of Directors' 
responsibilities, the directors are responsible for the preparation of 
the financial statements in accordance with the applicable 
framework and for being satisfied that they give a true and fair 
view. The directors are also responsible for such internal control as 
they determine is necessary to enable the preparation of financial 
statements that are free from material misstatement, whether due 
to fraud or error.
In preparing the financial statements, the directors are responsible 
for assessing the group’s ability to continue as a going concern, 
disclosing, as applicable, matters related to going concern and 
using the going concern basis of accounting unless the directors 
either intend to liquidate the group or to cease operations, or have 
no realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether 
the financial statements as a whole are free from material 
misstatement, whether due to fraud or error, and to issue an 
auditors’ report that includes our opinion. Reasonable assurance is 
a high level of assurance, but is not a guarantee that an audit 
conducted in accordance with ISAs (UK) will always detect a 
material misstatement when it exists. Misstatements can arise  
from fraud or error and are considered material if, individually or  
in the aggregate, they could reasonably be expected to influence 
the economic decisions of users taken on the basis of these  
financial statements.
Irregularities, including fraud, are instances of non-compliance with 
laws and regulations. We design procedures in line with our 
responsibilities, outlined above, to detect material misstatements in 
respect of irregularities, including fraud. The extent to which our 
procedures are capable of detecting irregularities, including fraud, 
is detailed below.
In determining the performance materiality, we considered a 
number of factors - the history of misstatements, risk assessment 
and aggregation risk and the effectiveness of controls - and 
concluded that an amount in the middle of our normal range  
was appropriate.
We agreed with the Audit Committee that we would report to them 
misstatements identified during our audit above £620,000 as well 
as misstatements below that amount that, in our view, warranted 
reporting for qualitative reasons.
Conclusions relating to going concern
Our evaluation of the directors’ assessment of the group's ability to 
continue to adopt the going concern basis of accounting included:
	> 	A risk assessment to identify factors that could impact the going 
concern basis of accounting, including the current and forecast 
financial performance, covenant measures relating to the group’s 
external debt, and the sector in which the group operates;
	> Understanding and evaluation of the group’s base case and 
stressed scenarios, the stress testing of liquidity and covenant 
measures performed by management, and the adequacy of the 
stress scenarios used for these purposes;
	> Assessing the future cash flow forecasts used to support the 
ability of the Group to continue as a going concern and testing 
that these forecasts agree to board approved budgets;
	> Assessing key assumptions in the forecasts for reasonableness;
	> Recalculating covenant ratios to assess whether the Group 
remains within those covenants throughout the stressed scenario; 
	> Performed our own stress tests in relation to key assumptions in 
the base case and stressed scenarios; 
	> Assessed the feasibility of management's mitigating factors 
which may be applied as a result of the scenario;
	> Performed inquiries with the UK Financial Conduct Authority as 
to any matters which may impact the Group’s ability to continue 
as a going concern; 
	> Performed inquiries with management, including whether there 
are any events which may impact the Group’s ability to continue 
as a going concern outside of the immediate going concern 
period;
	> Considered whether our audit procedures have identified events 
or conditions which may impact the going concern of the group; 
and
	> Reviewed the appropriateness of the disclosures made in the 
financial statements in relation to going concern.
Based on the work we have performed, we have not identified any 
material uncertainties relating to events or conditions that, 
individually or collectively, may cast significant doubt on the 
group's ability to continue as a going concern for a period of at 
least twelve months from when the financial statements are 
authorised for issue.
In auditing the financial statements, we have concluded that the 
directors’ use of the going concern basis of accounting in the 
preparation of the financial statements is appropriate.
However, because not all future events or conditions can be 
predicted, this conclusion is not a guarantee as to the group's ability 
to continue as a going concern.
In relation to the directors’ reporting on how they have applied the 
UK Corporate Governance Code, we have nothing material to add 
or draw attention to in relation to the directors’ statement in the 
financial statements about whether the directors considered it 
appropriate to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the directors with 
respect to going concern are described in the relevant sections  
of this report
Based on our understanding of the group and industry, we 
identified that the principal risks of non-compliance with laws and 
regulations related to the requirements of key regulators, including 
the UK Financial Conduct Authority and the U.S. Securities and 
Exchange Commission, and we considered the extent to which 
non-compliance might have a material effect on the financial 
statements. We also considered those laws and regulations that 
have a direct impact on the financial statements such as the 
Companies (Jersey) Law 1991 and relevant tax legislation. We 
evaluated management’s incentives and opportunities for 
fraudulent manipulation of the financial statements (including the 
risk of override of controls), and determined that the principal risks 
were related to posting inappropriate journal entries and bias in 
key accounting estimates. The group engagement team shared this 
risk assessment with the component auditors so that they could 
include appropriate audit procedures in response to such risks in 
their work. Audit procedures performed by the group engagement 
team and/or component auditors included:
	> Enquiring of management, risk and internal audit, and those 
charged with governance in relation to known or suspected 
instances of non-compliance with laws and regulation and fraud; 
	> Reviewing correspondence with and making enquiries of key 
regulators, including the UK Financial Conduct Authority, and 
reviewing internal audit reports in so far as they are related to 
the financial statements; 
	> Making specific written enquiries of external legal counsel to 
assist with our evaluation of known instances of non-compliance 
with laws and regulations, including their potential impact; 
	> Critically assessing key accounting estimates for evidence of bias, 
in particular in relation to the carrying value of goodwill, 
intangible assets and investments in subsidiaries, and 
recoverability of unsettled trade receivables; 
	> Identifying and testing journal entries meeting our risk criteria, 
including those posted to certain account combinations and 
those posted by unexpected users; 
	> Reviewing of reports to the Audit Committee and minutes of 
Board of Directors’ meetings, and making enquiries of 
management to understand the business rationale for unusual 
and significant transactions; and
	> Incorporating unpredictability into the nature, timing and/or 
extent of our testing.
There are inherent limitations in the audit procedures described 
above. We are less likely to become aware of instances of non-
compliance with laws and regulations that are not closely related to 
events and transactions reflected in the financial statements. Also, 
the risk of not detecting a material misstatement due to fraud is 
higher than the risk of not detecting one resulting from error, as 
fraud may involve deliberate concealment by, for example, forgery 
or intentional misrepresentations, or through collusion.
Our audit testing might include testing complete populations of 
certain transactions and balances, possibly using data auditing 
techniques. However, it typically involves selecting a limited number 
of items for testing, rather than testing complete populations. We 
will often seek to target particular items for testing based on their 
size or risk characteristics. In other cases, we will use audit sampling 
to enable us to draw a conclusion about the population from which 
the sample is selected.
A further description of our responsibilities for the audit of the 
financial statements is located on the FRC’s website at: www.frc.
org.uk/auditorsresponsibilities. This description forms part of our 
auditors’ report.
Reporting on other information
The other information comprises all of the information in the 
Annual Report other than the financial statements and our 
auditors’ report thereon. The directors are responsible for the other 
information. Our opinion on the financial statements does not cover 
the other information and, accordingly, we do not express an audit 
opinion or, except to the extent otherwise explicitly stated in this 
report, any form of assurance thereon.
In connection with our audit of the financial statements, our 
responsibility is to read the other information and, in doing so, 
consider whether the other information is materially inconsistent 
with the financial statements or our knowledge obtained in the 
audit, or otherwise appears to be materially misstated. If we 
identify an apparent material inconsistency or material 
misstatement, we are required to perform procedures to conclude 
whether there is a material misstatement of the financial 
statements or a material misstatement of the other information.  
If, based on the work we have performed, we conclude that there  
is a material misstatement of this other information, we are 
required to report that fact. We have nothing to report based  
on these responsibilities.
Corporate governance statement
The Listing Rules require us to review the directors’ statements in 
relation to going concern, longer-term viability and that part of the 
corporate governance statement relating to the group’s compliance 
with the provisions of the UK Corporate Governance Code specified 
for our review. Our additional responsibilities with respect to the 
corporate governance statement as other information are 
described in the Reporting on other information section of  
this report.
Based on the work undertaken as part of our audit, we have 
concluded that each of the following elements of the corporate 
governance statement is materially consistent with the financial 
statements and our knowledge obtained during the audit, and we 
have nothing material to add or draw attention to in relation to:
	> The directors’ confirmation that they have carried out a robust 
assessment of the emerging and principal risks;
	> The disclosures in the Annual Report that describe those principal 
risks, what procedures are in place to identify emerging risks and 
an explanation of how these are being managed or mitigated;
	> The directors’ statement in the financial statements about 
whether they considered it appropriate to adopt the going 
concern basis of accounting in preparing them, and their 
identification of any material uncertainties to the group’s ability 
to continue to do so over a period of at least twelve months from 
the date of approval of the financial statements;
	> The directors’ explanation as to their assessment of the group's 
prospects, the period this assessment covers and why the period 
is appropriate; and
	> The directors’ statement as to whether they have a reasonable 
expectation that the group will be able to continue in operation 
and meet its liabilities as they fall due over the period of its 
assessment, including any related disclosures drawing attention 
to any necessary qualifications or assumptions.
Our review of the directors’ statement regarding the longer-term 
viability of the group was substantially less in scope than an audit 
and only consisted of making inquiries and considering the 
directors’ process supporting their statement; checking that the 
statement is in alignment with the relevant provisions of the UK 
Corporate Governance Code; and considering whether the 
statement is consistent with the financial statements and our 
knowledge and understanding of the group and its environment 
obtained in the course of the audit.
Independent Auditor’s Report to the members of TP ICAP Group plc
continued
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
150
151
Financial statements

Use of this report
This report, including the opinions, has been prepared for and only 
for the group’s members as a body in accordance with Article 113A 
of the Companies (Jersey) Law 1991 and for no other purpose. We 
do not, in giving these opinions, accept or assume responsibility for 
any other purpose or to any other person to whom this report is 
shown or into whose hands it may come save where expressly 
agreed by our prior consent in writing.
Other required reporting
Companies (Jersey) Law 1991 exception reporting
Under the Companies (Jersey) Law 1991 we are required to report 
to you if, in our opinion:
	> we have not obtained all the information and explanations we 
require for our audit; or
	> the consolidated financial statements are not in agreement with 
the accounting records.
We have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the Audit Committee, we were 
appointed by the members on 15 May 2024 to audit the financial 
statements for the year ended 31 December 2024 and subsequent 
financial periods. This is therefore our first year of uninterrupted 
engagement.
Other matter
The group is required by the Financial Conduct Authority Disclosure 
Guidance and Transparency Rules to include these financial 
statements in an annual financial report prepared under the 
structured digital format required by DTR 4.1.15R - 4.1.18R and filed 
on the National Storage Mechanism of the Financial Conduct 
Authority. This auditors’ report provides no assurance over whether 
the structured digital format annual financial report has been 
prepared in accordance with those requirements.
 
Darren Meek 
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Recognized Auditor
London
11 March 2025
Independent Auditor’s Report to the members of TP ICAP Group plc
continued
Consolidated Income Statement
for the year ended 31 December 2024
Notes
2024 
£m
2023
(restated)1
£m
Revenue 
4
2,253
2,191
Employment, compensation and benefits
(1,404)
(1,360)
General and administrative expenses1
(502)
(507)
Depreciation of property, plant and equipment, and right-of-use assets
(42)
(45)
Impairment of property, plant and equipment, and right-of-use assets
(6)
(11)
Amortisation of intangible assets
(72)
(72)
Impairment of intangible assets
(2)
(86)
Total operating costs1
5
(2,028)
(2,081)
Other operating income
6
10
22
Other gains/(losses)1
7
1
(7)
Earnings before interest and tax1
236
125
Finance income
9
42
34
Finance costs1
10
(64)
(63)
Profit before tax
214
96
Taxation
11
(63)
(40)
Profit after tax
151
56
Share of results of associates and joint ventures
19,20
19
20
Profit for the year
170
76
Attributable to:
Equity holders of the parent
167
74
Non-controlling interests
3
2
170
76
Earnings per share:
Basic
12
22.1p
9.5p
Diluted
12
21.3p
9.3p
1	
As set out in Note 2(e) the Group changed its accounting policy regarding the presentation of certain gains and losses previously reported within ‘General and 
administrative expenses’. These items are now reported within ‘Other gains/(losses)’ and ‘Finance costs’. For 2023 there is no overall change to Profit before tax, with Total 
operating costs reducing by £4m, Earnings before interest and tax reducing by £3m and Finance costs reducing by £3m against those items previously reported.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
152
153
Financial statements

Consolidated Balance Sheet
as at 31 December 2024
Consolidated Statement of Comprehensive Income
for the year ended 31 December 2024
Notes
2024 
£m
2023 
£m
Profit for the year
170
76
Items that will not be reclassified subsequently to profit or loss:
Remeasurement of defined benefit pension schemes
39(a)
–
46
Equity investments at fair value through other comprehensive income
5
–
Taxation
11
–
(16)
5
30
Items that may be reclassified subsequently to profit or loss:
Loss on translation of foreign operations
(7)
(83)
Taxation
11
–
2
(7)
(81)
Other comprehensive loss for the year
(2)
(51)
Total comprehensive income for the year
168
25
Attributable to:
Equity holders of the parent
168
24
Non-controlling interests
–
1
168
25
Notes
31 December 
2024 
£m
31 December
2023
£m
Non-current assets
Intangible assets arising on consolidation
14
1,567
1,605
Other intangible assets
15
134
110
Property, plant and equipment
16
80
92
Investment properties
17
3
12
Right-of-use assets
18
122
136
Investment in associates
19
49
51
Investment in joint ventures
20
31
38
Other investments
21
18
19
Deferred tax assets
23
17
41
Retirement benefit assets
39
2
3
Other long-term receivables 
24
27
33
2,050
2,140
Current assets
Trade and other receivables
24
2,998
2,279
Financial assets at fair value through profit or loss
26
171
569
Financial investments
22
160
189
Cash and cash equivalents
37
1,068
1,029
4,397
4,066
Total assets
6,447
6,206
Current liabilities
Trade and other payables
25
(3,067)
(2,372)
Financial liabilities at fair value through profit or loss
26
(189)
(541)
Loans and borrowings
27
(9)
(93)
Lease liabilities
28
(31)
(28)
Current tax liabilities
(39)
(35)
Short-term provisions
29
(17)
(14)
(3,352)
(3,083)
Net current assets
1,045
983
Non-current liabilities
Loans and borrowings
27
(744)
(744)
Lease liabilities
28
(190)
(223)
Deferred tax liabilities
23
(24)
(51)
Long-term provisions
29
(34)
(31)
Other long-term payables
30
(22)
(5)
Retirement benefit obligations
39
(3)
(4)
(1,017)
(1,058)
Total liabilities
(4,369)
(4,141)
Net assets
2,078
2,065
Equity
Share capital
32,33(a)
199
197
Other reserves
33(b)
(1,049)
(963)
Retained earnings
33(c)
2,910
2,814
Equity attributable to equity holders of the parent
2,060
2,048
Non-controlling interests
33(c)
18
17
Total equity 
2,078
2,065
The Consolidated Financial Statements of TP ICAP Group plc (registered number 130617) were approved by the Board of Directors and 
authorised for issue on 11 March 2025 and are signed on its behalf by
Nicolas Breteau
Chief Executive Officer
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
154
155
Financial statements

Consolidated Statement of Changes in Equity
for the year ended 31 December 2024
Consolidated Cash Flow Statement
for the year ended 31 December 2024
Equity attributable to equity holders of the parent (Note 33)
Note 33(c)
Share 
capital 
£m
Re-organ-
isation
reserve
£m
Re-
valuation 
reserve
£m
Hedging 
and 
translation
£m
Treasury 
shares
£m
Own  
shares 
£m
Retained 
earnings 
£m
Total 
£m
Non-
controlling 
interests 
£m
Total  
equity 
£m
2024
Balance at 1 January
197
(946)
3
29
(29)
(20)
2,814
2,048
17
2,065
Profit for the year
–
–
–
–
–
–
167
167
3
170
Other comprehensive (loss)/
income for the year
–
–
5
(7)
–
–
–
(2)
–
(2)
Total comprehensive (loss)/
income for the year
–
–
5
(7)
–
–
167
165
3
168
Transfer of gain on disposal of 
equity instruments at FVTOCI
–
–
(4)
–
–
–
4
–
–
–
197
(946)
4
22
(29)
(20)
2,985
2,213
20
2,233
Transactions with owners in 
their capacity as owners:
Issuance of ordinary shares
2
–
–
–
–
–
(2)
–
–
–
Dividends paid
–
–
–
–
–
–
(113)
(113)
(2)
(115)
Own shares acquired under 
share buyback
–
–
–
–
(48)
–
–
(48)
–
(48)
Share settlement of share-based 
awards
–
–
–
–
–
13
(13)
–
–
–
Dividend equivalents paid on 
equity settled share-based 
awards
–
–
–
–
–
–
(2)
(2)
–
(2)
Own shares acquired for 
employee trusts
–
–
–
–
–
(45)
–
(45)
–
(45)
Credit arising on equity settled 
share-based awards
–
–
–
–
–
–
33
33
–
33
Taxation on equity settled 
share-based payments  
(Note 23)
–
–
–
–
–
–
4
4
–
4
Credit arising on the exchange 
of cash to equity settled 
share-based awards (Note 34)
–
–
–
–
–
–
18
18
–
18
Balance at 31 December
199
(946)
4
22
(77)
(52)
2,910
2,060
18
2,078
Equity attributable to equity holders of the parent (Note 33)
Note 33(c)
Share 
capital 
£m
Re-organ-
isation
reserve
£m
Re-
valuation 
reserve
£m
Hedging 
and 
translation
£m
Treasury 
shares
£m
Own  
shares 
£m
Retained 
earnings 
£m
Total 
£m
Non-
controlling 
interests 
£m
Total  
equity 
£m
2023
Balance at 1 January
197
(946)
5
109
–
(22)
2,800
2,143
18
2,161
Profit for the year
–
–
–
–
–
–
74
74
2
76
Other comprehensive (loss)/
income for the year
–
–
–
(80)
–
–
30
(50)
(1)
(51)
Total comprehensive (loss)/
income for the year
–
–
–
(80)
–
–
104
24
1
25
Transfer of gain on disposal of 
equity instruments at FVTOCI
–
–
(2)
–
–
–
2
–
–
–
167
(946)
3
29
–
(22)
2,906
2,167
19
2,186
Transactions with owners in 
their capacity as owners:
Issuance of ordinary shares
–
–
–
–
–
–
–
–
–
–
Dividends paid
–
–
–
–
–
–
(99)
(99)
(2)
(101)
Own shares acquired under 
share buyback
–
–
–
–
(29)
–
–
(29)
–
(29)
Share settlement of share-based 
awards
–
–
–
–
–
9
(9)
–
–
–
Dividend equivalents paid on 
equity settled share-based 
awards
–
–
–
–
–
–
(1)
(1)
–
(1)
Own shares acquired for 
employee trusts
–
–
–
–
–
(7)
–
(7)
–
(7)
Credit arising on equity settled 
share-based awards
–
–
–
–
–
–
17
17
–
17
Balance at 31 December
197
(946)
3
29
(29)
(20)
2,814
2,048
17
2,065
Notes
2024 
£m
2023
(restated)1
£m
Cash flow from operating activities
36
467
438
Income taxes paid1
(52)
(89)
Fees paid on bank and other loan facilities
(1)
(1)
Interest paid
(46)
(46)
Interest paid – finance leases
(15)
(16)
Net cash flow from operating activities1
353
286
Investing activities
Sale/(purchase) of financial investments3
37
24
(19)
Interest received
39
30
Dividends from associates and joint ventures
19,20
20
22
Expenditure on intangible fixed assets
15
(55)
(43)
Purchase of property, plant and equipment
16
(9)
(12)
Deferred consideration paid 
35
(50)
(1)
Sale of other investments
21
3
3
Investment in associates
19
 –
(5)
Disposal of associate and joint ventures
19,20
–
10
Acquired consideration paid
(2)
–
Receipt of pension scheme surplus2
39
–
46
Income taxes paid on receipt of pension scheme surplus1,2
–
(16)
Net cash flow from investment activities
(30)
15
Financing activities
Dividends paid
13
(113)
(99)
Dividends paid to non-controlling interests
33(c)
(2)
(2)
Own shares acquired under share buyback
33(b)
(48)
(29)
Own shares acquired for employee trusts
33(b)
(8)
(7)
Dividend equivalent paid on equity share-based awards
33(c)
(2)
(1)
Repayment of Vendor Loan Note
27
(39)
–
Funds received from issue of Sterling Notes
27
–
249
Repurchase of Sterling Notes
27
(37)
(210)
Bank facility arrangement fees and debt issue costs
(1)
(2)
Payment of lease liabilities
37
(27)
(29)
Net cash flow from financing activities
(277)
(130)
Increase in cash and overdrafts
37
46
171
Cash and overdrafts at the beginning of the year 
1,019
888
Effect of foreign exchange rate changes
37
1
(40)
Cash and overdrafts at the end of the year
37
1,066
1,019
Cash and cash equivalents
37
1,068
1,029
Overdrafts
37
(2)
(10)
1,066
1,019
1	
Net cash flows from operating activities (income taxes paid) and net cash flows from investing activities have been restated as a result of the reclassification of the £16m 
tax associated with the repayment of the UK pension scheme surplus (see 2 below) from operating to investing activities. 
2	
Represents the cash inflow resulting from the repayment of the UK pension scheme surplus by the Trustees. This has been classified as investing activities reflecting the 
realisation of the underlying investments held within the scheme prior to the proceeds being transferred to the Group, rather than an operational return of historic 
contributions (Note 39).
3	
Sales and purchases of financial assets are reported net and classified as investing activities reflecting the requirement of the Group to hold structural financial assets in 
support of business requirements.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
156
157
Financial statements

Notes to the Consolidated Financial Statements 
for the year ended 31 December 2024
1. General information 
As at 31 December 2024 TP ICAP Group plc (the ‘Company’) was a 
public company limited by shares incorporated in Jersey under the 
Companies (Jersey) Law 1991. The Company’s shares are listed on 
the London Stock Exchange with a premium listing. It is the ultimate 
parent undertaking of the TP ICAP group of companies (the ‘Group’). 
The address of the registered offices of the Company is given on 
page 210. The nature of the Group’s operations and its principal 
activities are set out in the Directors’ report on pages 142 to 144 
and in the Strategic Report on pages 14 to 73.
The Company has taken advantage of the exemption provided 
in Article 105 (11) of the Companies (Jersey) Law 1991 and 
therefore does not present its individual financial statements 
and related notes.
2. Basis of preparation
(a) Basis of accounting
The Group’s Consolidated Financial Statements have been 
prepared in accordance with UK adopted International Accounting 
Standards (‘UK-IFRS’) and EU adopted International Accounting 
Standards (‘EU-IFRS’). UK-IFRS and EU-IFRS differ in certain respects 
from each other, however, the differences have no material impact 
on these Financial Statements. Companies (Jersey) Law 1991 
permits financial statements to be prepared in accordance  
with EU-IFRS.
The Financial Statements are presented in Pounds Sterling because 
that is the currency of the primary economic environment in which 
the Group operates and are rounded to the nearest million pounds 
(expressed as £m), except where otherwise indicated. The significant 
accounting policies are set out in Note 3.
The Financial Statements have been prepared on the historical cost 
basis, except for the revaluation of certain financial instruments held 
at fair values at the end of each reporting period, as explained in 
the accounting policies. Historical cost is generally based on the fair 
value of the consideration given in exchange for goods and services.
Fair value is the price that would be received to sell an asset or paid 
to transfer a liability in an orderly transaction between market 
participants at the measurement date, regardless of whether that 
price is directly observable or estimated using another valuation 
technique. In estimating the fair value of an asset or a liability, the 
Group takes into account the characteristics of the asset or liability 
if market participants would take those characteristics into account 
when pricing the asset or liability at the measurement date. 
Fair value for measurement and/or disclosure purposes in these 
Consolidated Financial Statements is determined on such a basis, 
except for share-based payment transactions that are within the 
scope of IFRS 2, leasing transactions that are within the scope of 
IFRS 16, and measurements that have some similarities to fair value 
but are not fair value, such as value in use in IAS 36.
For financial reporting purposes, fair value measurements are 
categorised into Level 1, 2 or 3 based on the degree to which inputs 
to the fair value measurements are observable and the significance 
of the inputs to the fair value measurement in its entirety, which are 
described as follows:
	> Level 1 inputs are quoted prices (unadjusted) in active markets 
for identical assets or liabilities;
	> Level 2 inputs are inputs, other than quoted prices included 
within Level 1, that are observable for the asset or liability, either 
directly (i.e. as prices) or indirectly (i.e. derived from prices); and 
	> Level 3 inputs are unobservable inputs for the asset or liability.
2. Basis of preparation continued
(d) Adoption of new and revised Standards
The following new and revised Standards and Interpretations  
have been endorsed by both the UK Endorsement Board and 
European Commission are effective from 1 January 2024 but  
they do not have a material effect on the Group’s Consolidated 
Financial Statements:
	> Amendments to IAS 7 ‘Statement of Cash Flows’ and IFRS 7 
‘Financial Instruments: Disclosures’: Supplier Finance 
Arrangements;
	> Amendments to IAS 1 ‘Presentation of Financial Statements’, 
Classification of Liabilities as Current or Non-Current; and;
	> Amendments to IFRS 16 ‘Leases’, Lease Liability in a Sale and 
Leaseback.
At the date of authorisation of these Consolidated Financial 
Statements, the following new and revised Standards and 
Interpretations were in issue but not yet effective. The Group has 
not applied these Standards or Interpretations in the preparation 
of these Consolidated Financial Statements:
	> Amendments to IAS 21 ‘The Effects of Changes in Foreign 
Exchange Rates’: Lack of Exchangeability (applicable from  
1 January 2025).
The application of the above amendment will not have a material 
effect on the Group’s Consolidated Financial Statements.
The following Standards and Interpretations have not been 
endorsed by the UK and EU and have not been applied in the 
preparation of these Consolidated Financial Statements:
Applicable for the year ending 2026:
	> Annual Improvements Volume 11; and
	> Amendments to the Classification and Measurement of  
Financial Instruments.
Applicable for the year ending 2027:
	> IFRS 18 ‘Presentation and Disclosure in Financial Statements’; and
	> IFRS 19 ‘Subsidiaries without Public Accountability: Disclosures’.
The Directors are evaluating the impact of the above Standards 
and Interpretations but it is not practicable to provide a complete 
estimate of their effects until they have been endorsed and a 
detailed review has been completed prior to implementation. 
(e) Change in accounting policy
In 2024 the Group changed its accounting policy regarding the 
presentation of net foreign exchange gains and losses, net foreign 
exchange derivative gains and losses and other non-administrative 
gains and losses. Prior to 2024 these items were reported within 
‘General and administrative expenses’. The change has been to 
report these items separately in ‘Other gains/losses’ or, for 
exchange gains and losses on foreign currency borrowings and 
related derivatives, as part of ‘Finance costs’. 
The Group believes that the accounting policy change results in a 
more relevant and reliable presentation of its Income Statement. In 
particular, the change:
	> Removes volatility from ‘General and administrative expenses’, 
facilitating uniform trend analysis and permitting a simpler 
understanding of that line item; 
	> Adds clarity by the addition of a separate line item ‘Other gains/
losses’ for the reporting of these items; and
	> More accurately reflects the Group’s treasury risk management 
and financing activities, with exchange gains and losses on 
foreign currency borrowings together with fair value gains and 
losses on related derivatives reported within ‘Finance costs’.
(b) Basis of consolidation
The Group’s Consolidated Financial Statements incorporate the 
Financial Statements of the Company and entities controlled by 
the Company made up to 31 December each year. Under IFRS 10 
‘Consolidated Financial Statements’, control is achieved where the 
Company exercises power over an entity, is exposed to, or has rights 
to, variable returns from its involvement with the entity and has the 
ability to use its power to affect the returns from the entity.
The results of subsidiaries acquired or disposed of during the 
year are included in the Consolidated Income Statement from the 
effective date of acquisition or up to the effective date of disposal, 
as appropriate. Where necessary, adjustments are made to the 
financial statements of subsidiaries to bring the accounting policies 
used into line with those used by the Group. All inter-company 
transactions, balances, income and expenses are eliminated 
on consolidation.
Non-controlling interests in subsidiaries are identified separately 
from the Group’s equity therein. Those interests of non-controlling 
shareholders that are present ownership interests entitling their 
holders to a proportionate share of net assets upon liquidation may 
initially be measured at fair value or at the non-controlling interests’ 
proportionate share of the fair value of the acquiree’s identifiable 
net assets. Other non-controlling interests are initially measured at 
fair value. The choice of measurement is made on an acquisition by 
acquisition basis. Subsequent to acquisition, the carrying amount 
of non-controlling interests is the amount of those interests at initial 
recognition plus the non-controlling interests’ share of subsequent 
changes in equity. Total comprehensive income is attributed to 
non-controlling interests even if this results in the non-controlling 
interest having a deficit balance. 
Changes in the Group’s interests in subsidiaries that do not result 
in a loss of control are accounted for as equity transactions. The 
carrying amount of the Group’s interests and the non-controlling 
interests are adjusted to reflect the changes in their relative 
interests in the subsidiaries. Any differences between the amount by 
which the non-controlling interests are adjusted and the fair value 
of the consideration paid or received is recognised directly in equity 
and attributed to the owners of the Company.
When the Group loses control of a subsidiary, the profit or loss on 
disposal is calculated as the difference between (i) the aggregate 
of the fair value of the consideration received and the fair value of 
any retained interest and (ii) the previous carrying amount of the 
assets, including goodwill, less liabilities of the subsidiary and any 
non-controlling interests. Amounts previously recognised in other 
comprehensive income in relation to the subsidiary are accounted 
for in the same manner as would be required if the relevant assets 
or liabilities were disposed of. The fair value of any investment 
retained in the former subsidiary at the date when control was lost 
is regarded as the fair value on initial recognition for subsequent 
accounting under IFRS 9 Financial Instruments or, when applicable, 
the cost on initial recognition of an investment in an associate or 
jointly controlled entity.
(c) Going concern 
The Directors of the Company have, at the time of approving the 
Financial Statements, a reasonable expectation that the Group 
has adequate resources to continue in operational existence for a 
period of at least 12 months from the date of approval of these 
Financial Statements. Thus they continue to adopt the going 
concern basis of accounting in preparing the Group’s Consolidated 
Financial Statements. 
The change in accounting policy has been applied retrospectively 
with the previously reported line items restated as follows:
2023 Income Statement 
line items
Previously
Reported 
£m
Restatement 
£m
Restated 
£m
General and administrative 
expenses
(511)
4
(507)
Total operating costs (Note 5)
(2,085)
4
(2,081)
Other losses (Note 7)
–
(7)
(7)
Earnings before interest and 
tax
128
(3)
125
Finance costs (Note 10)
(66)
3
(63)
Profit before tax
93
–
93
For 2023 there is no overall change to Profit before tax. As the 
change has no impact on the Group’s Statement of financial 
position, a third balance sheet for 2022 has not been presented.
3. Summary of significant accounting policies
(a) Income recognition
Revenue, which excludes sales taxes, includes brokerage including 
commissions, fees earned and subscriptions for information sales. 
Fee income is recognised when the related services are completed 
and the income is considered receivable. 
Each segment comprises the following types of revenue:
(i)	 Name Passing brokerage, where counterparties to a transaction 
settle directly with each other. Revenue for the service of matching 
buyers and sellers of financial instruments is stated net of sales 
taxes, rebates and discounts and is recognised in full on trade 
date (point in time recognition);
(ii)	 Matched Principal brokerage revenue, being the net proceeds 
from a commitment to simultaneously buy and sell financial 
instruments with counterparties, is recognised on trade date;
(iii)	Executing Broker brokerage, where the Group executes 
transactions on certain regulated exchanges and then ‘gives-up’ 
the trade to the relevant client, or its clearing member. Revenue 
for the service of matching buyers and sellers of financial 
instruments is stated net of sales taxes, rebates and discounts and 
is recognised in full on trade date (point in time recognition); 
(iv)	Introducing Broker brokerage, where the Group arranges 
matched transactions where the counterparties transact through 
a third-party clearing entity acting as principal. Revenue for the 
service of matching buyers and sellers of financial instruments 
is stated net of sales taxes, rebates and discounts and is 
recognised in full on trade date (point in time recognition); 
(v)	 Other Broking revenue, represents income from certain regulated 
exchanges and third-party clearers as a result of placing trades 
with those bodies together with revenue from advisory services. 
Revenue is stated net of sales taxes, rebates and discounts and, 
for trade related revenue is recognised in full on trade date (point 
in time recognition), and for advisory services is recognised when 
the service is provided (recognised over time); and
(vi)	Fees earned from the sales of price information from financial 
and commodity markets to third parties are recognised on an 
accruals basis, to match the provision of the service, subject to 
constraints in respect of expected revenues requiring validation 
of customer usage. The Group has a right to consideration in an 
amount that corresponds directly with the value to the customer 
of the Group’s performance completed to date. Unconstrained 
revenue is recognised over time, with constrained revenue 
relating to past performance obligations recognised once it is 
highly probable (at a point in time). The Group has applied the 
practical expedient in IFRS 15, allowing for the non-disclosure of 
both the amount of the transaction price allocated to the 
remaining performance obligations, and an explanation of 
when it expects to recognise that amount.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
158
159
Financial statements

3. Summary of significant accounting policies continued
(a) Income recognition continued
Interest income is accrued on a time basis, by reference to the 
principal outstanding and at the effective interest rate applicable. 
Dividend income from investments is recognised when the Group’s 
right to receive the payment is established.
(b) Business combinations
Acquisitions of subsidiaries and businesses are accounted for using 
the acquisition method. The consideration for each acquisition is 
measured at the aggregate of the fair values (at the date of 
exchange) of assets given, liabilities incurred or assumed, and equity 
instruments issued by the Group in exchange for control of the 
acquiree. Acquisition costs are recognised in profit or loss as incurred.
Where applicable, deferred consideration for the acquisition 
includes any asset or liability resulting from a non-contingent or 
contingent consideration arrangement, measured at its acquisition 
date fair value. Subsequent changes in such fair values of contingent 
consideration are adjusted against the cost of the acquisition where 
they qualify as measurement period adjustments. The measurement 
period is the period from the date of acquisition to the date the Group 
obtains complete information about the facts and circumstances 
that existed as of the acquisition date, and is subject to a maximum 
of one year. All subsequent changes in the fair value of contingent 
consideration classified as an asset or a liability are accounted for 
in accordance with relevant IFRSs. The cash settlement of deferred 
consideration is reported as part of investing activities in the cash 
flow. Deferred consideration classified as equity is not remeasured 
(outside of the measurement period) with subsequent settlement 
accounted for within equity.
Where a business combination is achieved in stages, the Group’s 
previously held interests in the acquired entity are remeasured 
to fair value at the acquisition date and any resulting gain or loss 
is recognised in profit or loss. Amounts arising from interests in 
the acquiree prior to the acquisition that have previously been 
recognised in other comprehensive income are reclassified to profit 
or loss, where such treatment would be appropriate if that interest 
was disposed of.
The acquiree’s identifiable assets, liabilities and contingent 
liabilities that meet the conditions for recognition under IFRS 3 are 
recognised at their fair value at the acquisition date, except that:
	> Deferred tax assets or liabilities are recognised and measured 
in accordance with IAS 12 ‘Income Taxes’;
	> Liabilities or assets related to employee benefit arrangements 
are recognised and measured in accordance with IAS 19 
‘Employee Benefits’;
	> Acquiree share-based payment awards replaced by Group awards 
are measured in accordance with IFRS 2 ‘Share-based Payments’;
	> Assets or disposal groups that are classified for sale are measured 
in accordance with IFRS 5 ‘Non-current Assets Held for Sale and 
Discontinued Operations’; and
	> Lease liabilities are valued based on the present value of the 
remaining lease payments. Right-of-use-assets are measured at 
the same amount of the lease liability, adjusted to reflect 
favourable or unfavourable terms of the lease when compared 
with market terms.
If the initial accounting for a business combination is incomplete by 
the end of the reporting period in which the business combination 
occurs, provisional amounts are reported. Those provisional amounts 
are adjusted during the measurement period, or additional assets 
or liabilities recognised, to reflect the facts and circumstances that 
existed as at the acquisition date.
Non-controlling interests in the acquired entity are initially 
measured at the non-controlling interest’s proportion of the net fair 
value of the assets, liabilities and contingent liabilities recognised.
3. Summary of significant accounting policies continued
(e) Goodwill continued
Goodwill recognised as an asset is reviewed for impairment at 
least annually. Any impairment loss is recognised as an expense 
immediately and is not subsequently reversed. For the purpose of 
impairment testing goodwill is allocated to groups of individual 
cash-generating units (‘CGUs’) expected to benefit from the 
synergies of the combination. CGUs to which goodwill has been 
allocated are tested for impairment annually, or more frequently 
when there is an indication that the unit may be impaired. If the 
recoverable amount of the CGU is less than the carrying amount of 
any goodwill allocated to the unit, the impairment loss is allocated 
first to reduce the carrying amount of any goodwill allocated to the 
unit and then to the other assets of the unit pro-rata on the basis 
of the carrying amount of each asset in the unit.
Goodwill arising on the acquisition of an associate or joint venture 
is included within the carrying value of the associate or the joint 
venture. Goodwill arising on the acquisition of subsidiaries is 
included within Intangible assets arising on consolidation in the 
balance sheet. 
On disposal of a subsidiary, associate or joint venture, the 
attributable amount of goodwill is included in the determination 
of the profit or loss on disposal. 
(f) Intangible assets
Software and software development costs
An internally generated intangible asset arising from the Group’s 
software development is recognised at cost only if all of the 
following conditions are met:
	> An asset is created that can be identified; 
	> It is probable that the asset created will generate future 
economic benefits; and
	> The development costs of the asset can be measured reliably.
Where the above conditions are not met, costs are expensed 
as incurred. 
Acquired separately or from a business combination
Intangible assets acquired separately are capitalised at cost and 
intangible assets acquired in a business acquisition are capitalised 
at fair value at the date of acquisition. The useful lives of these 
intangible assets are assessed to be either finite or indefinite. 
Amortisation charged on assets with a finite useful life is taken 
to the income statement through administrative expenses.
Other than software development costs, intangible assets created 
within the business are not capitalised and expenditure is charged 
to the income statement in the year in which the expenditure 
is incurred.
Intangible assets are amortised over their finite useful lives 
generally on a straight-line basis, as follows:
Software:
Purchased or developed	
– up to 5 years
Software licences	 	
– over the period of the licence
Acquisition intangibles:
Brand/Trademarks		
– up to 5 years
Customer relationships	
– 2 to 20 years
Other intangibles	 	
– over the period of the contract
Intangible assets are subject to impairment review if there are 
events or changes in circumstances that indicate that the carrying 
amount may not be recoverable.
(c) Investment in associates
An associate is an entity over which the Group is in a position to 
exercise significant influence. Significant influence is the power to 
participate in the financial and operating decisions of the investee 
but is not control or joint control over these policies.
The results and assets and liabilities of associates are incorporated 
in these Financial Statements based on financial information 
made up to 31 December each year using the equity method of 
accounting, except when classified as held for sale. Investments 
in associates are carried in the balance sheet at cost as adjusted 
by post-acquisition changes in the Group’s share of the net assets 
of the associate, less any impairment in the value of individual 
investments. Losses of the associates in excess of the Group’s 
interest in those associates are recognised only to the extent that 
the Group has incurred legal or constructive obligations or made 
payments on behalf of the associate.
Any excess of the cost of acquisition over the Group’s share of the 
fair values of the identifiable net assets of the associate at the date 
of acquisition is recognised as goodwill, which is included within 
the carrying amount of the investment. Any discount in the cost 
of acquisition below the Group’s share of the fair value of the 
identifiable net assets of the associate at the date of acquisition 
(discount on acquisition) is credited to profit and loss in the year 
of acquisition.
(d) Interests in joint arrangements
A joint arrangement is a contractual arrangement whereby the 
Group and other parties undertake an economic activity that 
is subject to joint control.
Joint ventures are joint arrangements which involve the establishment 
of a separate entity in which each party has rights to the net assets 
of the arrangement. The Group reports its interests in joint ventures 
using the equity method of accounting, based on financial 
information made up to 31 December each year. Investments in joint 
ventures are carried in the balance sheet at cost as adjusted by 
post-acquisition changes in the Group’s share of the net assets of 
the joint venture, less any impairment in the value of individual 
investments. Losses of the joint venture in excess of the Group’s 
interest in those joint ventures are recognised only to the extent that 
the Group has incurred legal or constructive obligations or made 
payments under the terms of the joint venture.
(e) Goodwill
Goodwill arising on consolidation represents the excess of the 
cost of acquisition over the Group’s interest in the fair value 
of the identifiable assets, liabilities and contingent liabilities of 
a subsidiary or associate at the date of acquisition. Goodwill is 
initially recognised at cost and is subsequently measured at cost 
less any accumulated impairment losses. 
Gains or losses arising from derecognition of an intangible asset are 
measured as the difference between the net disposal proceeds and 
the carrying amount of the asset and are recognised in the income 
statement when the asset is derecognised.
(g) Property, plant and equipment
Freehold land is stated at cost. Buildings, furniture, fixtures, 
equipment and motor vehicles are stated at cost less accumulated 
depreciation and any recognised impairment loss. Depreciation is 
provided on all tangible fixed assets at rates calculated to write off 
the cost, less estimated residual value based on prices prevailing 
at the date of acquisition, of each asset on a straight-line basis 
over its expected useful life as follows:
Furniture, fixtures  
and equipment 	
	
– 3 to 10 years
Short and long leasehold  
land and buildings		
– period of the lease
Freehold land	
	
– infinite
Freehold buildings		
– 50 years
Leasehold improvements	
– shorter of the period of the lease or 
useful life
The gain or loss arising on the disposal or retirement of an asset 
is determined as the difference between the sales proceeds and 
the carrying amount of the asset and is recognised in income.
(h) Investment property
Investment properties, principally office buildings, are held 
for long-term rental yields and are not occupied by the Group. 
When the use of a property changes from owner-occupied to 
unlet, or sub-let under an operating lease, it is classified as an 
investment property.
Where the Group is an intermediate lessor, it is required to account 
for its interests in the head lease and the sub-lease separately. The 
Group assesses the classification of each sub-lease with reference to 
the right-of-use asset arising from the head lease, not with reference 
to the underlying asset. Sub-leases classified as operating leases 
are included within investment properties and those classified as 
finance leases are reported as finance lease receivables.
When a right-of-use-asset is reclassified to investment property, the 
right-of-use-asset is first remeasured to fair value then reclassified. 
Any gain or loss arising on this remeasurement of the right-of-use 
asset is recognised in profit or loss.
Subsequent to initial recognition, investment property is measured 
at fair value. Gains or losses arising from changes in the fair value 
of investment property are included in profit or loss in the period in 
which they arise. Fair value is based on valuation methods, such as 
recent prices or discounted cash flow projections. Valuations are 
performed as at the financial position date by professional valuers 
who hold recognised and relevant professional qualifications and 
have recent experience in the location and category of the investment 
property being valued. Valuations are level 3 fair values.
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
160
161
Financial statements

3. Summary of significant accounting policies continued
(i) Impairment of tangible and intangible assets 
excluding goodwill
At each balance sheet date, the Group reviews the carrying 
amounts of its tangible and intangible assets with finite lives to 
determine whether there is any indication that those assets have 
suffered an impairment loss. If any such indication exists, the 
recoverable amount of the asset is estimated in order to determine 
the extent of the impairment loss. Where the asset does not generate 
cash flows that are independent from other assets, the Group 
estimates the recoverable amount of the CGU to which the asset 
belongs. Intangible assets with indefinite useful lives are tested for 
impairment annually and whenever there is an indication that the 
asset may be impaired.
Recoverable amount is the higher of fair value less any cost to sell 
and value in use. In assessing value in use, the estimated future cash 
flows are discounted to their present values using a pre-tax discount 
rate that reflects current market assessments of the time value of 
money and the risks specific to the asset.
If the recoverable amount of an asset (or CGU) is estimated to 
be less than its carrying amount, the carrying amount of the asset 
(or CGU) is reduced to its recoverable amount. Impairment losses 
are recognised as an expense immediately. Where an impairment 
loss subsequently reverses, the carrying amount of the asset (or CGU) 
is increased to the revised estimate of its recoverable amount, but 
so that the increased carrying amount does not exceed the carrying 
amount that would have been determined had no impairment loss 
been recognised for the asset (or CGU) in prior years. A reversal of 
an impairment loss is recognised as income immediately, unless the 
relevant asset is carried at a revalued amount, in which case the 
reversal of the impairment loss is treated as a revaluation increase.
(j) Broker contract payments
Payments made to brokers under employment contracts which are 
in advance of the expected economic benefit due to the Group are 
accounted for as prepayments and included within trade and other 
receivables. Payments made in advance are subject to repayment 
conditions during the contract period and the prepayment is 
amortised over the shorter of the contract term and the period 
the payment remains recoverable. Amounts that are irrecoverable, 
or become irrecoverable, are written off immediately.
Payments made in arrears are accrued and are included within 
trade and other payables.
(k) Financial instruments
Financial assets and financial liabilities are recognised on 
the Group’s balance sheet when the Group has become a party 
to the contractual provisions of the instrument. 
Financial assets and financial liabilities are initially measured 
at fair value. Transaction costs that are directly attributable to 
the acquisition or issue of financial assets and financial liabilities 
(other than financial assets and financial liabilities subsequently 
measured at fair value through profit or loss) are added to or 
deducted from the fair value of the financial assets or financial 
liabilities, as appropriate, on initial recognition. Transaction costs 
directly attributable to the acquisition of financial assets or 
financial liabilities that are subsequently measured at fair value 
through profit or loss are recognised immediately in profit or loss.
All regular way purchases or sales of financial assets are recognised 
and derecognised on a settlement date basis. Regular way purchases 
or sales are purchases or sales of financial assets that require 
delivery of assets within the time frame established by regulation 
or convention in the marketplace.
All recognised financial assets are measured subsequently in their 
entirety at either amortised cost or fair value, depending on the 
classification of the financial assets.
3. Summary of significant accounting policies continued 
(k) Financial instruments continued 
Investments in equity instruments at FVTOCI are initially measured 
at fair value plus transaction costs. Subsequently, they are measured 
at fair value with gains and losses arising from changes in fair value 
recognised in other comprehensive income and accumulated in the 
revaluation reserve. The cumulative gain or loss is not reclassified 
to profit or loss on disposal of the equity investments, instead, 
it is transferred to retained earnings.
Dividends on these investments in equity instruments are 
recognised in profit or loss unless the dividends clearly represent 
a recovery of part of the cost of the investment. Dividends are 
included as finance income in profit or loss.
The Group has designated all investments in equity instruments 
that are not held for trading as at FVTOCI on initial application 
of IFRS 9.
Financial assets at FVTPL
Financial assets that do not meet the criteria for being measured 
at amortised cost or FVTOCI are measured at FVTPL. Specifically:
	> Financial assets held for trading, having been acquired for 
the purpose of fulfilling a sell commitment either immediately 
meeting or in the very near term. Regular way purchases are 
recognised at fair value on settlement date, however fair value 
movements between trade date and settlement date are 
recognised in profit or loss with the associated asset or liability 
recorded in financial assets or financial liabilities at fair value 
through profit or loss until the asset is recognised;
	> Investments in equity instruments are classified as at FVTPL, 
unless the Group designates an equity investment that is neither 
held for trading nor a contingent consideration arising from a 
business combination as at FVTOCI on initial recognition; and
	> Debt instruments that do not meet the amortised cost criteria or 
the FVTOCI criteria are classified as at FVTPL. Debt instruments 
that meet either the amortised cost criteria or the FVTOCI criteria 
may be designated as at FVTPL upon initial recognition if such 
designation eliminates or significantly reduces a measurement 
or recognition inconsistency that would arise from measuring 
assets or liabilities or recognising the gains and losses on them 
on different bases. The Group has not designated any debt 
instruments as at FVTPL.
Financial assets at FVTPL are measured at fair value at the end 
of each reporting period, with any fair value gains or losses 
recognised in profit or loss to the extent they are not part of a 
designated hedging relationship. The net gain or loss recognised 
in profit or loss includes any dividend or interest earned on the 
financial asset.
Derecognition of financial assets
The Group derecognises a financial asset only when the contractual 
rights to the cash flows from the asset expire, or when it transfers 
the financial asset and substantially all the risks and rewards of 
ownership of the asset. If the Group neither transfers nor retains 
substantially all the risks and rewards of ownership and continues 
to control the transferred asset, the Group recognises its retained 
interest in the asset and an associated liability for amounts it may 
have to pay. If the Group retains substantially all the risks and 
rewards of ownership of a transferred financial asset, the Group 
continues to recognise the financial asset and also recognises 
a collateralised borrowing for the proceeds received.
Classification of financial assets
The classification of financial assets is based both on the business 
model within which the asset is held and the contractual cash flow 
characteristics of the asset. 
Debt instruments that meet the following conditions are measured 
subsequently at amortised cost:
	> The financial asset is held within a business model whose 
objective is to hold financial assets in order to collect contractual 
cash flows; and
	> The contractual terms of the financial asset give rise on specified 
dates to cash flows that are solely payments of principal and 
interest on the principal amount outstanding.
Debt instruments that meet the following conditions are 
measured subsequently at fair value through other comprehensive 
income (‘FVTOCI’):
	> The financial asset is held within a business model whose 
objective is achieved by both collecting contractual cash flows 
and selling the financial assets; and
	> The contractual terms of the financial asset give rise on specified 
dates to cash flows that are solely payments of principal and 
interest on the principal amount outstanding.
By default, all other financial assets are measured subsequently 
at fair value through profit or loss (‘FVTPL’).
The Group may make the following irrevocable elections 
or designations at initial recognition of a financial asset:
	> To irrevocably elect to present subsequent changes in fair value 
of an equity investment in other comprehensive income if certain 
criteria are met; and
	> To irrevocably designate a debt investment that meets the 
amortised cost or FVTOCI criteria as measured at FVTPL if doing 
so eliminates or significantly reduces an accounting mismatch. 
Debt instruments at FVTOCI
Debt instruments at FVTOCI are initially measured at fair value plus 
transaction costs. Subsequently, changes in the carrying amount as 
a result of foreign exchange gains and losses, impairment gains or 
losses, and interest income calculated using the effective interest 
method are recognised in profit or loss. 
All other changes in the carrying amount of these debt instruments 
are recognised in other comprehensive income and accumulated 
in the revaluation reserve. When such assets are derecognised, 
the cumulative gains or losses previously recognised in other 
comprehensive income are reclassified to profit or loss.
Equity instruments at FVTOCI
On initial recognition, the Group may make an irrevocable 
election, on an instrument-by-instrument basis, to designate 
investments in equity instruments as at FVTOCI. Designation at 
FVTOCI is not permitted if the equity investment is held for trading 
or if it is contingent consideration recognised by an acquirer in 
a business combination.
A financial asset is held for trading if:
	> It has been acquired principally for the purpose of selling it in the 
near term; or 
	> On initial recognition it is part of a portfolio of identified 
financial instruments that the Group manages together and has 
evidence of a recent actual pattern of short-term profit-taking; or
	> It is a derivative, except for a derivative that is a financial guarantee 
contract or a designated and effective hedging instrument.
On derecognition of a financial asset measured at amortised cost, 
the difference between the asset’s carrying amount and the sum 
of the consideration received and receivable is recognised in profit 
or loss. On derecognition of an investment in a debt instrument 
classified as at FVTOCI, the cumulative gain or loss previously 
accumulated in the investments revaluation reserve is reclassified 
to profit or loss. On derecognition of an investment in equity 
instrument which the Group has elected on initial recognition 
to measure at FVTOCI, the cumulative gain or loss previously 
accumulated in the revaluation reserve is not reclassified to profit 
or loss, but is transferred to retained earnings.
Impairment of financial assets
The Group recognises a loss allowance for expected credit losses 
(‘ECL’) on investments in debt instruments that are measured at 
amortised cost or at FVTOCI, lease receivables, trade receivables 
and contract assets. The amount of expected credit losses is 
updated at each reporting date to reflect changes in credit risk 
since initial recognition of the respective financial instrument. 
The Group always recognises lifetime ECL for trade receivables and 
contract assets (without a significant financing component). 
The expected credit losses on these financial assets are estimated 
using a provision matrix based on the Group’s historical credit loss 
experience, adjusted for factors that are specific to the debtors, 
general economic conditions and an assessment of both the current 
as well as the forecast direction of conditions at the reporting date, 
including time value of money where appropriate.
For all other financial instruments, the Group recognises lifetime 
ECL when there has been a significant increase in credit risk since 
initial recognition. If the credit risk on the financial instrument has 
not increased significantly since initial recognition, the Group 
measures the loss allowance for that financial instrument at an 
amount equal to 12-month ECL. Lifetime ECL represents the 
expected credit losses that will result from all reasonably possible 
default events over the expected life of a financial instrument. 
12-month ECL represents the portion of lifetime ECL that is 
expected to result from default events on a financial instrument 
that are possible within 12 months after the reporting date.
Significant increase in credit risk
In assessing whether the credit risk on a financial instrument has 
increased significantly since initial recognition, the Group compares 
the risk of a default occurring on the financial instrument at the 
reporting date with the risk of a default occurring on the financial 
instrument at the date of initial recognition. In making this 
assessment, the Group considers both quantitative and qualitative 
information that is reasonable and supportable, including historical 
experience and forward-looking information that is available 
without undue cost or effort. 
The following information is taken into account when assessing 
whether credit risk has increased significantly since initial recognition:
	> An actual or expected significant deterioration in the financial 
instrument’s external or internal credit rating;
	> Significant deterioration in external market indicators of credit 
risk for a particular financial instrument;
	> Existing or forecast adverse changes in business, financial or 
economic conditions that are expected to cause a significant 
decrease in the debtor’s ability to meet its debt obligations;
	> An actual or expected significant deterioration in the operating 
results of the debtor; and
	> Significant increases in credit risk on other financial instruments 
of the same debtor; an actual or expected significant adverse 
change in the regulatory, economic, or technological 
environment of the debtor that results in a significant decrease 
in the debtor’s ability to meet its debt obligations.
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
162
163
Financial statements

3. Summary of significant accounting policies continued 
(k) Financial instruments continued 
The Group presumes that the credit risk on a financial asset 
has increased significantly since initial recognition when 
contractual payments are more than 30 days past due, unless 
the Group has reasonable and supportable information that 
demonstrates otherwise.
The Group assumes that the credit risk on a financial instrument has 
not increased significantly since initial recognition if the financial 
instrument is determined to have low credit risk at the reporting 
date. A financial instrument is determined to have low credit risk if:
	> The financial instrument has a low risk of default; 
	> The debtor has a strong capacity to meet its contractual 
cash flow obligations in the near term; and
	> Adverse changes in economic and business conditions in 
the longer term may, but will not necessarily, reduce the ability 
of the borrower to fulfil its contractual cash flow obligations.
The Group considers a financial asset to have low credit risk when its 
credit risk rating is equivalent to the globally understood definition 
of ‘investment grade’. The Group considers this to be Baa3 or higher 
per Moody’s or BBB- or higher per both Standard & Poor’s and Fitch.
The Group monitors the effectiveness of the criteria used to 
identify whether there has been a significant increase in credit risk 
and revises them as appropriate to ensure that the criteria are 
capable of identifying significant increase in credit risk before the 
amount becomes past due.
Credit-impaired financial assets
A financial asset is ‘credit-impaired’ when one or more events that 
have a detrimental impact on the estimated future cash flows of 
the financial asset have occurred.
Definition of default
The Group considers a financial asset to be in default when: 
	> The borrower is unlikely to pay its credit obligations to the Group 
in full, without recourse by the Group to actions such as realising 
security (if any is held); or 
	> The financial asset is more than 90 days past due, unless 
the Group has reasonable and supportable information that 
demonstrates otherwise.
The maximum period considered when estimating ECLs is the 
maximum contractual period over which the Group is exposed 
to credit risk.
Write-off policy
The Group writes off a financial asset when there is information 
indicating that the debtor is in severe financial difficulty and there 
is no realistic prospect of recovery. Financial assets written off may 
still be subject to enforcement activities under the Group’s recovery 
procedures, taking into account legal advice where appropriate. 
Any recoveries made are recognised in profit or loss.
Presentation of impairment
Loss allowances for financial assets measured at amortised 
cost are deducted from the gross carrying amount of the assets. 
For debt securities at FVTOCI, the loss allowance is recognised 
in OCI, instead of reducing the carrying amount of the asset.
Impairment losses related to trade and other receivables, including 
settlement balances and deposits paid for securities borrowed, 
are presented in general and administrative expenses due to 
materiality consideration. Impairment losses on other financial 
assets are presented under ‘finance costs’, and not presented 
separately in the statement of profit or loss and OCI owing to 
materiality considerations. 
3. Summary of significant accounting policies continued 
(k) Financial instruments continued
Financial liabilities measured subsequently at amortised cost
Financial liabilities that are not (i) contingent consideration 
of an acquirer in a business combination, (ii) held-for-trading, 
or (iii) designated as at FVTPL, are measured subsequently 
at amortised cost using the effective interest method.
Derecognition of financial liabilities
The Group derecognises financial liabilities when, and only when, 
the Group’s obligations are discharged, cancelled or have expired. 
The difference between the carrying amount of the financial 
liability derecognised and the consideration paid and payable 
is recognised in profit or loss.
When the Group exchanges with the existing lender one debt 
instrument into another one with substantially different terms, 
such exchange is accounted for as an extinguishment of the original 
financial liability and the recognition of a new financial liability. 
Similarly, the Group accounts for substantial modification of terms 
of an existing liability or part of it as an extinguishment of the 
original financial liability and the recognition of a new liability. It is 
assumed that the terms are substantially different if the discounted 
present value of the cash flows under the new terms, including any 
fees paid net of any fees received and discounted using the original 
effective rate, is at least 10% different from the discounted present 
value of the remaining cash flows of the original financial liability. 
If the modification is not substantial, the difference between: 
(i) the carrying amount of the liability before the modification; and 
(ii) the present value of the cash flows after modification should be 
recognised in profit or loss as the modification gain or loss within 
other gains and losses.
(l) Derivative financial instruments
Derivative financial instruments, such as foreign currency contracts 
and interest rate swaps, are entered into by the Group in order 
to manage its exposure to interest rate and foreign currency 
fluctuations or as simultaneous back-to-back transactions with 
counterparties. The Group does not use derivative financial 
instruments for speculative purposes. 
Derivatives are initially recognised at fair value at the date a 
derivative contract is entered into and are subsequently remeasured 
to their fair value at each balance sheet date. The resulting gain or 
loss is recognised immediately unless the derivative is designated 
and effective as a hedging instrument, in which event the timing 
of the recognition in profit or loss depends on the nature of the 
hedge relationship. 
A derivative with a positive fair value is recognised as a financial 
asset whereas a derivative with a negative fair value is recognised 
as a financial liability. Derivatives are not offset in the financial 
statements unless the Group has both the legal right and intention 
to offset. A derivative is presented as a non-current asset or a 
non-current liability if the remaining maturity of the instrument is 
more than 12 months and it is not expected to be realised or settled 
within 12 months. Other derivatives are presented as current assets 
or current liabilities.
An embedded derivative is a component of a hybrid contract that 
also includes a non-derivative host – with the effect that some of 
the cash flows of the combined instrument vary in a way similar 
to a stand-alone derivative.
Derivatives embedded in hybrid contracts with a financial asset 
host within the scope of IFRS 9 are not separated. The entire hybrid 
contract is classified and subsequently measured as either amortised 
cost or fair value as appropriate.
Financial liabilities and equity
Debt and equity instruments are classified as either financial 
liabilities or as equity in accordance with the substance of the 
contractual arrangements and the definitions of a financial liability 
and an equity instrument.
Equity instruments
An equity instrument is any contract that evidences a residual 
interest in the assets of an entity after deducting all of its liabilities. 
Equity instruments issued by the Group are recognised at the 
proceeds received, net of direct issue costs.
Repurchase of the Company’s own equity instruments is recognised 
and deducted directly in equity. No gain or loss is recognised in 
profit or loss on the purchase, sale, issue or cancellation of the 
Company’s own equity instruments.
Financial liabilities
All financial liabilities are measured subsequently at amortised 
cost using the effective interest method or at FVTPL. 
Financial liabilities that arise when a transfer of a financial 
asset does not qualify for derecognition or when the continuing 
involvement approach applies, and financial guarantee contracts 
issued by the Group, are measured in accordance with the specific 
accounting policies set out below.
Financial liabilities at FVTPL
Financial liabilities are classified as at FVTPL when the financial 
liability is (i) contingent consideration of an acquirer in a business 
combination, (ii) held for trading or (iii) it is designated as at FVTPL.
A financial liability is classified as held for trading if:
	> It has been acquired principally for the purpose of repurchasing 
it in the near term; or
	> On initial recognition it is part of a portfolio of identified 
financial instruments that the Group manages together and 
has a recent actual pattern of short-term profit-taking; or
	> It is a derivative, except for a derivative that is a financial guarantee 
contract or a designated and effective hedging instrument.
A financial liability other than a financial liability held for 
trading or contingent consideration of an acquirer in a business 
combination may be designated as at FVTPL upon initial 
recognition if:
	> Such designation eliminates or significantly reduces a 
measurement or recognition inconsistency that would otherwise 
arise; or
	> The financial liability forms part of a group of financial assets 
or financial liabilities or both, which is managed and its 
performance is evaluated on a fair value basis, in accordance 
with the Group’s documented risk management or investment 
strategy, and information about the grouping is provided 
internally on that basis; or
	> It forms part of a contract containing one or more embedded 
derivatives, and IFRS 9 permits the entire combined contract 
to be designated as at FVTPL.
Financial liabilities at FVTPL are measured at fair value, with any 
gains or losses arising on changes in fair value recognised in profit 
or loss to the extent that they are not part of a designated hedging 
relationship. The net gain or loss recognised in profit or loss 
incorporates any interest paid on the financial liability.
Derivatives embedded in hybrid contracts with hosts that are not 
financial assets within the scope of IFRS 9 are treated as separate 
derivatives when they meet the definition of a derivative, their risks 
and characteristics are not closely related to those of the host 
contracts and the host contracts are not measured at FVTPL.
If the hybrid contract is a quoted financial liability, instead 
of separating the embedded derivative, the Group generally 
designates the whole hybrid contract at FVTPL.
An embedded derivative is presented as a non-current asset or 
non-current liability if the remaining maturity of the hybrid instrument 
to which the embedded derivative relates is more than 12 months 
and is not expected to be realised or settled within 12 months.
(m) Hedge accounting
Derivatives designated as hedges are either ‘fair value hedges’ 
or ‘hedges of net investments in foreign operations’.
Fair value hedges
Changes in the fair value of derivatives that are designated and 
qualify as fair value hedges are recorded in profit or loss except 
when the hedging instrument hedges an equity instrument 
designated at FVTOCI in which case it is recognised in other 
comprehensive income.
The carrying amount of a hedged item not already measured at 
fair value is adjusted for the fair value change attributable to the 
hedged risk with a corresponding entry in profit or loss. For debt 
instruments measured at FVTOCI, the carrying amount is not 
adjusted as it is already at fair value, but the hedging gain or 
loss is recognised in profit or loss instead of other comprehensive 
income. When the hedged item is an equity instrument designated 
at FVTOCI, the hedging gain or loss remains in other comprehensive 
income to match that of the hedging instrument.
Where hedging gains or losses are recognised in profit or loss, 
they are recognised in the same line as the hedged item.
Hedge accounting is discontinued when the hedging relationship 
no longer meets the risk management objective or where the 
hedging relationship no longer complies with the qualifying criteria 
or if the hedging instrument has been sold or terminated.
Net investment hedges
The effective portion of changes in the fair value of derivatives that 
are designated and qualify as net investment hedges is recognised 
in other comprehensive income and accumulated in the hedging 
and translation reserve. The gain or loss relating to the ineffective 
portion is recognised immediately in profit or loss, and is included 
in financial income or financial expense respectively.
Where the Group designates the intrinsic value of purchased 
options as the hedging instrument in a net investment hedge, 
changes in the time value of the option are required to be recorded 
initially in other comprehensive income. Under the ‘cost of hedging’ 
approach, the initial option premium cost is recycled from other 
comprehensive income and recognised in the income statement 
on a straight-line basis over the period of the hedge.
Gains and losses deferred in the hedging and translation reserve 
are recognised in profit or loss on disposal of the foreign operation.
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
164
165
Financial statements

3. Summary of significant accounting policies continued
(n) Matched Principal and stock lending transactions
Certain Group companies engage in Matched Principal 
transactions whereby securities are bought from one counterparty 
and simultaneously sold to another counterparty. Settlement of 
such transactions is primarily on a delivery vs. payment basis 
(‘DVP’) and typically takes place within a few business days of the 
trade date according to the relevant market rules and conventions.
Matched Principal transactions in financial assets 
are initially recognised as forward transactions on trade date, 
classified as fair value through profit or loss (‘FVTPL’), with the asset 
recognised or derecognised on settlement of the related purchase 
or sale. Fair value movements on unsettled Matched Principal 
transactions between trade date and settlement are recognised 
in profit or loss with the associated asset or liability recorded in 
financial assets or liabilities held at fair value through profit or loss. 
Matched Principal transactions in financial derivatives involves 
simultaneous back-to-back derivative transactions with 
counterparties and are classified as financial instruments at fair 
FVTPL. The financial instruments are reported gross, except where 
a netting agreement, which is legally enforceable at all times, exists 
and the asset and liability are either settled net or simultaneously. 
The Group acts as an intermediary between its customers for 
collateralised stock lending transactions. Such trades are complete 
only when both the collateral and stock for each side of the 
transaction are returned. Collateral received or placed can be either 
cash or a non-cash financial instrument. For cash collateralised 
transactions, the gross amounts of cash collateral due to and 
receivable are disclosed in the balance sheet as ‘deposits paid for 
securities borrowed’ and ‘deposits received for securities loaned’. 
Non-cash collateral is assessed against the de-recognition and 
recognition criteria of IFRS 9 ‘Financial Instruments’. Where the 
requirements of IFRS 9 are not met, non-cash collateral is not 
recognised in the statement of financial position.
(o) Cash and cash equivalents, and term deposits
Cash comprises cash in hand and demand deposits which may 
be accessed without penalty. Cash equivalents comprise short-term 
highly liquid investments with a maturity of less than three months 
from the date of acquisition. For the purposes of the Consolidated 
Cash Flow Statement, cash and cash equivalents consist of cash 
and cash equivalents as defined above, net of outstanding bank 
overdrafts which are repayable on demand and form an integral 
part of the Group’s cash management.
The Group holds money, and occasionally financial instruments, 
on behalf of customers (client monies) in accordance with local 
regulatory rules. Since the Group is not beneficially entitled to these 
amounts, they are excluded from the Consolidated Balance Sheet 
along with the corresponding liabilities to customers.
Term deposits comprise amounts held with a central counterparty 
clearing house (‘CCP’), or a financial institution providing the 
Group with access to a CCP, and funds set aside for regulatory 
purposes, and which do not meet the definition of cash and cash 
equivalents. Term deposits have a maturity period of three months 
or more.
Where the Group holds cash and cash equivalents, or term deposits 
that are subject to third party obligations that restrict their use to 
specific purposes, such balances are reported as restricted within 
the relevant balance. 
3. Summary of significant accounting policies continued
(s) Taxation continued
Deferred tax is accounted for using the balance sheet liability 
method in respect of temporary differences arising between the 
carrying amount of assets and liabilities in the Financial Statements 
and the corresponding tax basis used in the computation of taxable 
profit. Deferred tax liabilities are generally recognised for all 
temporary differences and deferred tax assets are recognised to 
the extent that it is probable that taxable profits will be available 
against which deductible temporary differences may be utilised. 
Temporary differences are not recognised if they arise from 
goodwill or from initial recognition of other assets and liabilities 
in a transaction which affects neither the tax profit nor the 
accounting profit.
Deferred tax liabilities are recognised for taxable temporary 
differences arising on investments in subsidiaries and associates, 
except where the Group is able to control the reversal of the 
temporary difference and it is probable that the temporary 
difference will not reverse in the foreseeable future.
Deferred tax is calculated at the rates that are expected to apply 
when the asset or liability is settled or when the asset is realised. 
Deferred tax is charged or credited in the income statement, 
except when it relates to items credited or charged directly to other 
comprehensive income or equity, in which case the deferred tax 
is also dealt with in other comprehensive income or equity.
Deferred tax assets and liabilities are only offset when there is both 
a legal right to set-off and an intention to settle on a net basis.
(t) Leases
Definition of a lease
On transition to IFRS 16 the Group elected to apply the practical 
expedient not to reassess whether a contract was or contained a 
lease. The Group therefore applied IFRS 16 only to contracts that 
had been previously identified as leases, in accordance with IAS 17 
and IFRIC 4, before 1 January 2019. Thereafter the Group has 
applied the definition of a lease and related guidance to all lease 
contracts entered into or modified on or after 1 January 2019. 
The Group assesses whether a contract is, or contains, a lease if the 
contract conveys a right to control the use of an identified asset for 
a period of time in exchange for consideration. 
At inception or on reassessment of a contract that contains a lease 
component, the Group allocates the consideration in the contract 
to each lease and non-lease component on the basis of the relative 
stand-alone prices. However, for leases of properties the Group has 
elected not to separate non-lease components and will instead 
account for the lease and non-lease components as a single 
lease component. 
As a lessee
The Group has elected not to recognise right-of-use assets and lease 
liabilities for short-term leases (up to 12 months) and leases of low 
value assets (less than £3,500). The Group recognises the lease 
payments associated with these leases as an expense on a 
straight-line basis over the lease term.
The Group recognises a right-of-use asset and a lease liability at the 
lease commencement date, the date at which power to control the 
asset is obtained. The right-of-use asset is initially measured at cost, 
and subsequently at cost less any accumulated depreciation and 
impairment losses, and adjusted for certain remeasurements of 
the lease liability.
(p) Interest bearing loans and borrowings
All loans and borrowings are initially recognised at fair value, 
being the consideration received net of issue costs associated 
with the borrowing.
After initial recognition, interest bearing loans and borrowings 
are measured at amortised cost using the effective interest rate 
method. Amortised cost is calculated taking into account any issue 
costs and any discounts or premium on settlement. Gains and losses 
are recognised in the income statement when the liabilities are 
derecognised, as well as through the amortisation process.
(q) Provisions
Provisions are recognised when the Group has a present obligation, 
legal or constructive, as a result of a past event where it is probable 
that this will result in an outflow of economic benefits that can be 
reliably estimated.
Provisions for restructuring costs are recognised when the Group 
has a detailed formal plan for the restructuring, which has been 
notified to affected parties.
(r) Foreign currencies
The individual financial statements of each Group company are 
prepared in the currency of the primary economic environment 
in which it operates, its functional currency. For the purpose of the 
Consolidated Financial Statements, the results and financial position 
of each Group company are expressed in Pounds Sterling, which is 
the functional currency of the Company and the presentation 
currency for the Consolidated Financial Statements.
In preparing the financial statements of the individual companies, 
transactions in currencies other than the functional currency are 
recorded at average rates approximating to the rates of exchange 
prevailing on the dates of the transactions, unless exchange rates 
fluctuate significantly, in which case the exchange rates at the date 
of transactions are used. Gains and losses arising from the 
settlement of these transactions, and from the retranslation of 
monetary assets and liabilities denominated in currencies other 
than the functional currency at rates prevailing at the balance 
sheet date are recognised in the income statement. Gain and losses 
are presented within ‘other gains and losses’ in the income 
statement or, for gains and losses on foreign currency borrowings as 
part of ‘finance costs’. Non-monetary assets and liabilities 
denominated in currencies other than the functional currency that 
are measured at historical cost or fair value are translated at the 
exchange rate at the date of the transaction or at the date the fair 
value was determined.
For the purpose of presenting Consolidated Financial Statements, 
the assets and liabilities of the Group’s foreign operations are 
translated at exchange rates prevailing on the balance sheet date. 
Exchange differences arising are classified as other comprehensive 
income and transferred to the Group’s translation reserve. Such 
translation differences are recognised as income or as expense in 
the year in which the operation is disposed of. Income and expense 
items are translated at average exchange rates for the year, unless 
exchange rates fluctuate significantly during that year, in which 
case the exchange rates at the date of transactions are used.
(s) Taxation
The tax expense represents the sum of current tax payable arising in 
the year, movements in deferred tax and movements in tax provisions. 
The current tax payable arising in the year is based on taxable 
profit for the year using tax rates that have been enacted or 
substantively enacted by the balance sheet date, and any 
adjustment to tax payable in respect of prior years.
The lease liability is initially measured at the present value of 
the lease payments that are not paid at the commencement date, 
discounted using the interest rate implicit in the lease or, if that rate 
cannot be readily determined, the Group’s incremental borrowing 
rate reflecting the lease term and the country in which it resides. 
Generally, the Group uses its incremental borrowing rate as the 
discount rate.
The lease liability is subsequently increased by the interest cost 
on the lease liability and decreased by lease payments made. It is 
remeasured when there is a change in the future lease payments 
arising from a change in an index or a rate, a change in the estimate 
of the amount expected to be payable under a residual value 
guarantee, or as appropriate, changes in the assessment of whether 
a purchase or extension option is reasonably certain to be exercised 
or a termination option is reasonably certain not to be exercised. 
Where a lease contract is modified and the lease modification is 
not accounted for as a separate lease, the lease liability is 
remeasured based on the lease term of the modified lease by 
discounting the revised lease payments using a revised discount 
rate at the effective date of the modification. 
Lease cash flows are split into payments of principal and 
interest and are presented as financing and operating cash 
flows respectively.
The Group has applied judgement to determine the lease term for 
some lease contracts in which it is a lessee that includes termination 
and/or renewal options and for leases which the Group has 
enforceable rights that extend the lease agreement. The assessment 
of whether the Group is reasonably certain to exercise such options 
or whether the Group is able to enforce its additional rights impacts 
the lease term, which affects the amount of lease liabilities and 
right-of-use assets recognised.
As a lessor
The Group sub-leases some of its leased properties. Where the 
Group is an intermediate lessor, it accounts for the head lease and 
the sub-lease as two separate contracts and classifies the sub-lease 
as either a finance or operating lease by reference to the right-of-
use asset arising from the head lease. 
Where sub-lease agreements are assessed as finance leases, the 
Group derecognises the right-of-use asset and records its interest in 
finance lease receivables. Lease receipts are apportioned between 
finance income and a reduction in the finance lease receivable. 
As required by IFRS 9, an allowance for expected credit losses 
is recognised on the finance lease receivables.
Where sub-leases are classified as operating leases, operating lease 
receipts are recognised in the income statement on a straight-line 
basis over the lease term. 
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
166
167
Financial statements

3. Summary of significant accounting policies continued
(u) Retirement benefit costs
Defined contributions made to employees’ personal pension plans 
are charged to the income statement as and when incurred. 
For defined benefit retirement plans, the cost of providing the 
benefits is determined using the projected unit credit method. 
Actuarial gains and losses are recognised in full in the year in which 
they occur. They are recognised outside the income statement and 
are presented in other comprehensive income.
Past service cost is recognised in profit or loss when the plan 
amendment or curtailment occurs, or when the Group recognises 
related restructuring costs or termination benefits, if earlier. Gains 
or losses on settlement of a defined benefit plan are recognised 
when the settlement occurs.
The amount recognised in the balance sheet represents the net 
of the present value of the defined benefit obligation as adjusted 
for actuarial gains and losses and past service cost, and the fair 
value of plan assets. 
(v) Share-based awards
Equity-settled share-based awards issued to employees are 
measured at fair value at the date of grant. The fair value 
determined at the grant date of the equity-settled share-based 
awards is expensed on a straight-line basis over the vesting period, 
based on the Group’s estimate of shares that will eventually vest. 
The estimated grant date fair value of awards is based on the 
share price at grant date, reduced where shares do not qualify for 
dividends during the vesting period. Market-based performance 
conditions for equity-settled awards are reflected in the initial fair 
value of the award. 
The fair value of share options issued is determined using 
appropriate valuation models. The expected life used in the 
models has been adjusted, based on management’s best estimate 
for the effects of non-transferability, exercise restrictions and 
behavioural considerations.
Cash-settled share-based awards are initially measured at fair 
value at the date of grant. Subsequently the awards are fair valued 
at each reporting date and a proportionate expense for the 
duration of the vesting period elapsed is recognised in the Income 
Statement together with a liability on the Group’s balance sheet. 
3. Summary of significant accounting policies continued
(y) Critical judgements and significant accounting estimates  
continued
Estimates
Where there is a present or possible obligation, estimation is 
required to determine whether an outflow may arise. Provisions 
for legal proceedings and regulatory matters remain very sensitive 
to the assumptions used in the estimate. There could be a wider 
range of possible outcomes for any pending legal proceedings, 
investigations or inquiries. As a result it is often not practicable to 
quantify a range of possible outcomes for individual matters. It is 
also not practicable to meaningfully quantify ranges of potential 
outcomes in aggregate for these types of provisions because of the 
diverse nature and circumstances of such matters and the wide 
range of uncertainties involved.
Notes 29(b) and 38 provide details of the Group’s provisions and 
contingent liabilities and the key sources of estimation uncertainty.
Impairment of goodwill and intangible assets
Judgements
Forecast cash flows are subject to a high degree of uncertainty in 
volatile market conditions. Under such circumstances, management 
tests goodwill for impairment more frequently than once a year 
when indicators of impairment exist. This ensures that the assumptions 
on which the cash flow forecasts are based continue to reflect 
current market conditions and management’s best estimate of 
future performance.
Estimates
The future cash flows of the CGUs are sensitive to the cash flows 
projected for the periods for which detailed forecasts are available 
and to assumptions regarding the long-term pattern of sustainable 
cash flows thereafter. 
The rates used to discount future expected cash flows can have 
a significant effect on a CGU’s valuation. The discount rate 
incorporates inputs reflecting a number of financial and economic 
variables, including the risk-free interest rate in the region concerned 
and a premium for the risk of the business being evaluated. These 
variables are subject to fluctuations in external market rates and 
economic conditions beyond management’s control.
The impairment testing disclosures in Note 14 set out the key 
sources of estimation uncertainty, the key assumptions made 
and the resultant sensitivity to reasonable possible changes 
in those assumptions. 
(w) Treasury and own shares
Where share capital recognised as equity is repurchased, the 
amount of the consideration paid, including directly attributable 
costs, net of any tax effects, is recognised as a deduction from 
equity. When treasury shares are sold or re-issued subsequently, 
the amount received is recognised as an increase in equity, and 
the resulting surplus or deficit on the transaction is transferred 
to or from retained earnings.
Shares repurchased from the open market are recorded in ‘own 
shares’ within reserves. Own shares issued to beneficiaries under 
share award plans are recorded as a transfer to retained earnings.
(x) Contingent liabilities
Contingent liabilities, which include certain guarantees and letters 
of credit pledged as collateral security, and contingent liabilities 
related to legal proceedings or regulatory matters where a possible 
outflow of economic benefit might occur, or where that outflow 
cannot be reliably estimated, are not recognised in the financial 
statements but are disclosed. 
(y) Critical judgements and significant accounting estimates 
In the application of the Group’s accounting policies, the Directors 
are required to make judgements, estimates and assumptions 
about the carrying amounts of assets and liabilities that are not 
readily apparent from other sources. The estimates and associated 
assumptions are based on historical experience and other factors 
that are considered to be relevant. Actual results may differ from 
these estimates.
Estimates and assumptions are reviewed on an ongoing basis and 
revisions to accounting estimates are recognised in the period an 
estimate is revised. 
The following are the critical judgements and significant estimation 
uncertainties that the Directors have made in the process of 
preparing the Financial Statements.
Provisions and contingent liabilities
Provisions are established by the Group based on management’s 
assessment of relevant information and advice available at the 
time of preparing the Financial Statements. 
Judgements
Judgement is required when determining whether a present 
obligation exists. Professional advice is taken on the assessment 
of litigation and similar obligations.
Provisions for legal proceedings and regulatory matters typically 
require a higher degree of judgement than other types of provisions. 
When matters are at an early stage, accounting judgements can be 
difficult because of the high degree of uncertainty associated with 
determining whether a present obligation exists. As matters 
progress, management and legal advisers evaluate on an ongoing 
basis the existence of an obligation.
4. Segmental analysis 
Products and services from which reportable segments derive their 
revenues
The Group has a matrix management structure. The Group’s Chief 
Operating Decision Maker (‘CODM’) is the Executive Committee 
(‘ExCo’) which operates as a general executive management 
committee under the direct authority of the Board. The ExCo 
members regularly review operating activity on a number of bases, 
including by business division and by legal ownership which is 
structured geographically based on the region of incorporation. 
The balance of the CODM review of operating activity and 
allocation of the Group’s resources is primarily focused on business 
division and this is considered to represent the most appropriate 
view for the assessment of the nature and financial effects of the 
business activities in which the Group engages.
Whilst the Group’s Primary Operating Segments are by business 
division, individual entities and the legal ownership of such 
entities continue to operate with discrete management teams 
and decision-making and governance structures. Each regional 
sub-group has its own independent governance structure including 
CEOs, board members and sub-group regional Conduct and 
Governance Committees with separate autonomy of decision-
making and the ability to challenge the implementation of Group 
level strategy and initiatives within its region. For the EMEA 
regional sub-group there are independent non-executive directors 
on the regional Board that further strengthen the independence 
and judgement of the governance framework.
The products and services of each of the Group’s primary operating 
segments is set out in the disclosure ‘Revenue by type’ included 
within this Note. 
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
168
169
Financial statements

4. Segmental analysis continued
Information regarding the Group’s primary operating segments is reported below:
Analysis by primary operating segment
2024
Global Broking
£m
Energy & 
Commodities
£m
Liquidnet
£m
Parameta 
Solutions
£m
Corporate
£m
Total
£m
Revenue
– External
1,250
458
354
191
–
2,253
– Inter-division
24
3
–
7
(34)
–
1,274
461
354
198
(34)
2,253
Total front office costs:
– External
(781)
(319)
(218)
(72)
–
(1,390)
– Inter-division
(7)
–
–
(27)
34
–
(788)
(319)
(218)
(99)
34
(1,390)
Other gains
4
–
–
–
–
4
Contribution
490
142
136
99
–
867
Net management and support costs
(253)
(76)
(75)
(13)
(56)
(473)
Other losses 
–
–
–
–
(6)
(6)
Other operating income
2
–
–
–
8
10
Adjusted EBITDA
239
66
61
86
(54)
398
Depreciation and amortisation expense
(34)
(10)
(8)
(3)
(19)
(74)
Adjusted EBIT
205
56
53
83
(73)
324
Corporate represents the cost of Group and central functions that are not allocated to the Group’s divisions.
2023
Global Broking
£m
Energy & 
Commodities
£m
Liquidnet
£m
Parameta 
Solutions
£m
Corporate
(restated)¹
£m
Total
(restated)¹
£m
Revenue
– External
1,236
455
315
185
–
2,191
– Inter-division
22
3
–
4
(29)
–
1,258
458
315
189
(29)
2,191
Total front office costs²:
– External
(762)
(304)
(207)
(71)
–
(1,344)
– Inter-division
(4)
–
–
(25)
29
–
(766)
(304)
(207)
(96)
29
(1,344)
Other gains2
1
–
–
–
–
1
Contribution
493
154
108
93
–
848
Net management and support costs3
(259)
(75)
(87)
(14)
(44)
(479)
Other losses3
–
–
–
–
(11)
(11)
Other operating income
3
1
–
–
10
14
Adjusted EBITDA
237
80
21
79
(45)
372
Depreciation and amortisation expense
(31)
(9)
(11)
(2)
(20)
(73)
Adjusted EBIT
206
71
10
77
(65)
299
1	
2023 results have been restated as a result of the change in presentation of certain foreign exchange gains and losses and related derivatives as finance expenses  
(Note 2(e)). Other items previously reported in ‘Net Management and support costs’ have also been re-presented as ‘other gains/(losses)’. The impact of these changes  
has been as follows:
2	
In Global Broking contribution, ‘Total front office costs’ increased by £1m with a £1m gain reported in ‘Other gains’.
3	
In Corporate, ‘Net Management and support costs’ reduced by £9m with £10m losses reported in ‘Other losses’, and £1m reported in financing expenses. 
4. Segmental analysis continued 
Significant items, defined in the Appendix – Alternative Performance Measures, are centrally managed and controlled by the Group 
and are not allocated to regional or divisional segments. 
Analysis of significant items
2024
Restructuring 
and other related 
costs
£m
Disposals, 
acquisitions and 
investment in 
new businesses
£m
Impairment of 
intangible assets 
arising on 
consolidation 
£m
Settlements and 
provisions in 
connection with 
legal and 
regulatory 
matters 
£m
Other  
significant  
items
£m
Total
£m
Employment, compensation and  
benefits costs
3
5
–
–
–
8
 Premises and related costs
1
–
–
–
–
1
 Charge relating to significant legal  
and regulatory settlements
–
–
–
8
–
8
 Other general and administrative costs
7
15
–
–
4
26
Total included within general  
and administrative costs
8
15
–
8
4
35
Depreciation and impairment of property, 
plant and equipment and right-of-use assets
6
–
–
–
–
6
Amortisation and impairment of  
intangible assets
–
42
–
–
–
42
Total included within operating costs
17
62
–
8
4
91
Other gains
(3)
–
–
–
–
(3)
Total included within EBIT
14
62
–
8
4
88
Included in finance expense
–
1
–
–
–
1
Total significant items before tax
14
63
–
8
4
89
Taxation of significant items
(17)
Total significant items after tax
72
Impairment of associates
2
Total significant items
74
2023
Restructuring 
and other related 
costs
(restated)
£m
Disposals, 
acquisitions and 
investment in 
new businesses
(restated)
£m
Impairment of 
intangible assets 
arising on 
consolidation
£m
Settlements and 
provisions in 
connection with 
legal and 
regulatory 
matters
£m
Other
significant 
 items
£m
Total
(restated)1
£m
Employment, compensation and  
benefits costs
4
2
–
–
–
6
 Premises and related costs
3
–
–
–
–
3
 Deferred consideration²
–
(2)
–
–
–
(2)
 Charge relating to significant legal  
and regulatory settlements
–
–
–
19
–
19
 Other general and administrative costs²
8
10
–
–
–
18
Total included within general  
and administrative costs
11
8
–
19
–
38
Depreciation and impairment of property, 
plant and equipment and right-of-use assets
11
–
–
–
–
11
Amortisation and impairment of  
intangible assets
–
44
86
–
–
130
Total included within operating costs
26
54
86
19
–
185
Other operating income
–
–
–
(8)
–
(8)
Other gains²
–
(3)
–
–
–
(3)
Total included within EBIT
26
51
86
11
–
174
Included in finance expense²
1
–
–
–
–
1
Total significant items before tax
27
51
86
11
–
175
Taxation of significant items
(27)
Total significant items after tax
148
Impairment of associates
5
Total significant items
153
1	
2023 significant items have been restated as a result of the change in presentation of certain foreign exchange gains and losses and related derivatives as finance expenses 
(Note 2(e)). Other items previously reported in ‘Total included within general and administrative costs’ have also been re-presented as ‘other gains’.
2	
The impact of these changes has been as follows: 
> Net foreign exchange gains for £2m were reclassified in finance expenses . 
> Deferred consideration decreased by £1m with a £1m reported in ‘Other gains’. 
> Other general and administrative costs increased by £2m with a £2m reported in ‘Other gains’.
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
170
171
Financial statements

4. Segmental analysis continued 
The Group’s reported performance includes significant items. A reconciliation from adjusted operating profit, as considered by CODM, 
to Group reported performance is included below:
Adjusted profit reconciliation
Adjusted
£m
Significant
items
£m
Reported 
£m
2024
Earnings before interest and taxation
324
(88)
236
Net finance costs
(21)
(1)
(22)
Profit before tax
303
(89)
214
Taxation
(80)
17
(63)
Profit after tax
223
(72)
151
Share of profit from associates and joint ventures
21
(2)
19
Profit for the year
244
(74)
170
Adjusted
(restated)
£m
Significant
items
(restated)
£m
Reported
(restated)
 
£m
2023
Earnings before interest and taxation1
299
(174)
125
Net finance costs1
(28)
(1)
(29)
Profit before tax
271
(175)
96
Taxation
(67)
27
(40)
Profit after tax
204
(148)
56
Share of profit from associates and joint ventures
25
(5)
20
Profit for the year
229
(153)
76
1	
Earning before interest and taxation and net finance costs have been restated by £1m in adjusted and £2m in significant items following the re-presentation of exchange 
gains and losses on financing activities and related derivatives as financing costs. There is no impact on ‘Profit before tax’. 
Revenue by type
2024
Global Broking
£m
Energy & 
Commodities
£m
Liquidnet
£m
Parameta 
Solutions
£m
Eliminations
£m
Total 
£m
Revenue
Name Passing brokerage1
955
407
17
–
–
1,379
Executing Broker brokerage
14
47
82
–
–
143
Matched Principal brokerage2
281
4
167
–
–
452
Introducing Broker brokerage
–
–
88
–
–
88
Data & Analytics price information fees
24
3
–
198
(34)
191
1,274
461
354
198
(34)
2,253
2023
Global Broking
£m
Energy & 
Commodities
£m
Liquidnet
£m
Parameta 
Solutions
£m
Eliminations
£m
Total 
£m
Revenue
Name Passing brokerage1
944
400
17
–
–
1,361
Executing Broker brokerage
18
50
80
–
–
148
Matched Principal brokerage2
276
5
136
–
–
417
Introducing Broker brokerage
–
–
82
–
–
82
Data & Analytics price information fees
20
3
–
189
(29)
183
1,258
458
315
189
(29)
2,191
1	
Name passing brokerage includes other broking revenue of £27m (2023: £28m) in Global Broking, £18m (2023: £17m) in Energy & Commodities and £18m (2023: £21m) in 
Liquidnet. 
2	
Matched Principal revenue arises from net margins and execution income on the purchase and sale of matched principal mandatorily measured at FVTPL.
Revenue by country
2024
£m
2023 
£m
United Kingdom and Channel Islands
828
807
United States of America
819
805
Rest of the world
606
579
2,253
2,191
5. Operating costs
Notes
2024 
£m
2023
(restated)1
£m
Broker compensation costs
1,009
986
Other staff costs
356
340
Share-based payment charge
34
39
34
Employee compensation and benefits
8
1,404
1,360
Technology and related costs
218
220
Premises and related costs
27
29
Adjustments to deferred consideration
35
–
(2)
Charge relating to significant legal and regulatory settlements
8
19
Impairment losses on trade receivables
3
5
Adjustment to expected credit loss provisions
–
(1)
Other administrative costs2
246
237
General and administrative expenses1
502
507
Depreciation of property, plant and equipment 
16
19
22
Depreciation of right-of-use assets
18
23
23
Depreciation of property, plant and equipment and right-of-use assets
42
45
Impairment of property, plant and equipment
16
1
5
Impairment of right-of-use assets 
18
5
6
Impairment of property, plant and equipment and right-of-use assets
6
11
Amortisation of other intangible assets 
15
30
28
Amortisation of intangible assets arising on consolidation
14
42
44
Amortisation of intangible assets
72
72
Impairment of other intangible assets
15
2
–
Impairment of intangible assets arising on consolidation – goodwill
14
–
47
Impairment of intangible assets arising on consolidation – customer relationships
14
–
39
Impairment of intangible assets
2
86
2,028
2,081
1	
2023 operating costs have been restated as a result of the change in presentation (Note 2(e) ) of certain foreign exchange gains and losses and related derivatives as 
finance expenses (Note 10) together with other items now reported as ‘Other gains/(losses)’ (Note 7). The impact of these changes has been as follows:
	
> Net foreign exchange losses of £2m has been reclassified to financing costs 
> Net loss on FX derivative instruments of £4m has been reclassified to financing costs 
> Other administrative costs increased by £2m  
> As result of the above general and administrative expenses have decreased by £4m. 
2	
Other administrative costs include £97m (December 2023: £89m) of clearing and settlement costs, £46m (December 2023: £42m) of travel and entertainment, professional 
fees including of £67m (December 2023: £54m) and other miscellaneous costs of £36m (December 2023: £53m).
The analysis of auditor’s remuneration is as follows:
2024
£000
2023
£000
Audit of the Group’s annual accounts
2,342 
1,534 
Audit of the Company’s subsidiaries and associates pursuant to legislation
5,672 
6,896 
Continuing audit fees
8,014 
8,430 
Audit transition fees for the Group’s annual accounts
1,870
–
Audit transition fees for the Company’s subsidiaries and associates pursuant to legislation
750
 – 
Total audit fees
10,634 
8,430 
Audit related assurance services¹
1,326
1,220 
Other assurance services²
3,317 
186 
Total non-audit fees
4,643 
1,406 
Audit fees payable to the Company’s auditor and its associates in respect of associated pension schemes
n/a
23
1	
Audit related assurance services, such as FCA, CASS, NFA, MAS reporting, relate to services required by law or regulation, assurance on regulatory returns and review of 
interim financial information.
2	
Other assurance services relate to non-statutory audits and other permitted assurance services, of which a proportion is non-recurring due to one off strategic projects.
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
172
173
Financial statements

6. Other operating income
Other operating income includes:
2024 
£m
2023
£m
Business relocation grants
2
2
Employee-related insurance receipts
3
2
Employee contractual receipts
1
4
Management fees from associates
1
1
Legal settlement receipts
–
8
Other receipts
3
5
10
22
Other receipts include royalties, rebates, non-employee-related insurance proceeds, tax credits and refunds. Costs associated with such 
items are included in administrative expenses. 
7. Other gains/(losses)
Other gains/(losses) include:
2024 
£m
2023
(restated)
£m
Fair value adjustment to investment property
(9)
–
Gain on remeasurement on finance lease liabilities
12
–
Net fair value gains on financial assets at FVTPL
3
1
Net foreign exchange losses arising on operating activities
(5)
(8)
1
(7)
8. Staff costs
The aggregate employment costs of staff and Directors of the Group were:
2024 
£m
2023
£m
Wages, salaries, bonuses and incentive payments
1,242
1,209
Social security costs
105
100
Defined contribution pension costs (Note 39(c))
18
17
Share-based compensation expense (Note 34)
39
34
1,404
1,360
The average monthly number of full-time equivalent employees and Directors directly attributable to Business Divisions and to 
Corporate were:
2024 
No.
2023
No.
Global Broking
1,802
1,815
Energy & Commodities
602
599
Liquidnet
248
247
Parameta Solutions
212
196
Corporate
2,344
2,320
5,208
5,177
The average monthly number of full-time equivalent employees and Directors by geographical region were:
2024 
No.
2023
No.
EMEA
2,507
2,465
Americas
1,527
1,576
Asia Pacific
1,174
1,136
5,208
5,177
9. Finance income
2024
 
£m
2023 
(restated)
£m
Interest and similar income
40
32
Interest on finance leases (Note 24)
2
2
42
34
10. Finance costs
2024 
£m
2023
(restated)
£m
Interest and fees payable on bank facilities
3
3
Interest and fees payable on loan drawdowns
1
1
Interest on Sterling Notes January 2024
–
5
Interest on Sterling Notes May 2026
13
13
Interest on Sterling Notes November 2028
7
7
Interest on Sterling Notes April 2030
20
14
Interest on Liquidnet Vendor Loan Notes
–
1
Other interest
1
3
Amortisation of debt issue and bank facility costs
3
3
Borrowing costs
48
50
Interest on lease liabilities (Note 18)
15
16
Net foreign exchange gains arising on financing activities
(1)
(7)
Loss on FX derivative instruments
2
4
64
63
11. Taxation
2024
£m
2023
£m
Current tax
UK corporation tax
19
17
Overseas tax
42
39
Prior year overseas tax
1
–
Prior year UK corporation tax 
(1)
43
61
99
Deferred tax (Note 23)
Current year
7
(5)
Prior year 
(5)
(54)
2
(59)
Tax charge for the year
63
40
The charge for the year can be reconciled to the profit in the income statement as follows:
2024 
£m
2023
£m
Profit before tax
214
96
Tax based on the UK corporation tax rate of 25% (2023: 23.52%) 
54
22
Tax effect of items that are not deductible:
– expenses
14
15
– impairment of intangible assets arising on consolidation
–
12
Prior year adjustments
(5)
(11)
Impact of overseas tax rates
(1)
(3)
Net movement in unrecognised deferred tax
1
5
Tax charge for the year
63
40
The Group is within the UK Multinational Top-up Tax regime which applies from 1 January 2024 onwards. The regime seeks to ensure that 
the Group’s profits are subject to a minimum effective rate of 15% in each jurisdiction in which it operates. The large majority of the Group’s 
profits are already taxed at effective rates in excess of 15%. There are therefore no material amounts of Top-Up Tax due in 2024.
The Group has adopted the International Tax Reform – Pillar Two Model rules amendments to IAS 12, which were issued on 23 May 2023, 
and has applied the exception set out in paragraph 4A in respect of recognising and disclosing information about deferred tax assets and 
liabilities related to Pillar Two income taxes.
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
174
175
Financial statements

11. Taxation continued
In addition to the income statement charge, the following current and deferred tax items have been included in other comprehensive 
income and equity:
Recognised 
in other  
comprehensive 
income
£m
Recognised  
in equity 
£m
Total 
£m
2024
Deferred tax charge relating to:
– Other timing differences
–
(4)
(4)
Tax charge on items taken directly to other comprehensive income and equity
–
(4)
(4)
Recognised 
in other  
comprehensive 
income
£m
Recognised  
in equity 
£m
Total 
£m
2023
Current tax
(2)
–
(2)
Current tax on receipt of defined benefit pension scheme surplus (Note 39(b))
16
–
16
Tax charge on items taken directly to other comprehensive income and equity
14
–
14
12. Earnings per share
2024
2023
Basic 
22.1p
9.5p
Diluted 
21.3p
9.3p
The calculation of basic and diluted earnings per share is based on the following number of shares:
2024
No.(m)
2023
No.(m)
Basic weighted average shares
756.9
777.7
Contingently issuable shares 
28.8
16.5
Diluted weighted average shares
785.7
794.2
The earnings used in the calculation of basic and diluted earnings per share are set out below:
2024
£m
2023
£m
Earnings
170
76
Non-controlling interests
(3)
(2)
Earnings attributable to equity holders of the parent
167
74
13. Dividends
2024
£m
2023
£m
Amounts recognised as distributions to equity holders in the year:
Final dividend for the year ended 31 December 2023 of 10.0p per share
76
–
Interim dividend for the year ended 31 December 2024 of 4.8p per share
37
–
Final dividend for the year ended 31 December 2022 of 7.9p per share
–
62
Interim dividend for the year ended 31 December 2023 of 4.8p per share
–
37
113
99
A final dividend of 11.3 pence per share will be paid on 23 May 2025 to all shareholders on the Register of Members on 11 April 2025. 
Dividends are declared and paid in accordance with Article 115 of the Companies (Jersey) Law 1991.
During the year, the Trustees of the TP ICAP plc EBT and the TP ICAP Group plc EBT waived their rights to dividends. Dividends are not 
payable on shares held in Treasury on the relevant record dates.
14. Intangible assets arising on consolidation
Goodwill 
£m
Other 
£m
Total 
£m
At 1 January 2024
1,156
449
1,605
Recognised on acquisitions
1
–
1
Amortisation of acquisition-related intangibles
–
(42)
(42)
Impairment
–
–
–
Effect of movements in exchange rates
2
1
3
At 31 December 2024
1,159
408
1,567
Goodwill 
£m
Other 
£m
Total 
£m
At 1 January 2023
1,232
548
1,780
Amortisation of acquisition-related intangibles
–
(44)
(44)
Impairment
(47)
(39)
(86)
Effect of movements in exchange rates
(29)
(16)
(45)
At 31 December 2023
1,156
449
1,605
As at 31 December 2024, the gross cost of goodwill and other intangible assets arising on consolidation amounted to £1,456m and £813m 
respectively (2023: £1,453m and £812m). Cumulative amortisation and impairment charges amounted to £296m for goodwill and £405m 
for other intangible assets arising on consolidation (2023: £297m and £363m).
Goodwill
Goodwill arising through business combinations is allocated to groups of individual cash-generating units (‘CGUs’), reflecting the lowest 
level at which the Group monitors and tests goodwill for impairment purposes. The Group’s CGUs, as at 31 December, are as follows:
CGU
2024
£m
2023
£m
Global Broking
556
555
Energy & Commodities
151
150
Parameta Solutions
334
334
Liquidnet – Agency Execution
42
41
Liquidnet – Equities
76
76
Goodwill allocated to CGUs
1,159
1,156
Determining whether goodwill is impaired requires an estimation of the recoverable amount of each CGU. The recoverable amount is the 
higher of its value in use (‘VIU’) or its fair value less cost of disposal (‘FVLCD’). VIU is a pre-tax valuation, using pre-tax cash flows and 
pre-tax discount rates which is compared with the pre-tax carrying value of the CGU, whereas FVLCD is a post-tax valuation, using post-tax 
cash flows, post-tax discount rates and other post-tax observable valuation inputs, which is compared with a post-tax carrying value of the 
CGU. The CGU’s recoverable amount is compared with its carrying value to determine if an impairment is required.
The key assumptions for the VIU calculations are those regarding expected divisional cash flows arising in future years, divisional growth 
rates divisional discount rates and divisional terminal value growth rates as considered by management. Future projections are based on 
the most recent financial projections considered by the Board which are used to project pre-tax cash flows for the next five years. After this 
period a steady state cash flow is used to derive a terminal value for the CGU.
The key assumptions of the FVLCD, using an Income Approach, are those regarding expected revenue and terminal growth rates, and the 
discount rate. Future projections are based on the most recent financial projections considered by the Board which are then used to project 
cash flows for the next five years and for the terminal value.
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
176
177
Financial statements

14 Intangible assets arising on consolidation continued 
Impairment testing as at 30 September 2024 
For the 30 September 2024 annual impairment testing, the recoverable amounts for all CGUs were based on their VIU. Growth rates on 
five-year projected revenues, growth rates on terminal value cash flows and discount rates used in the VIU calculations together with their 
respective breakeven rates were as follows:
30 September 2024
Valuation 
discount rate
%
Breakeven 
discount rate 
%
Valuation 
revenue 
growth rate
%
Breakeven 
revenue  
growth rate
%
Valuation 
terminal value 
growth rate
%
Breakeven 
terminal value 
growth rate 
%
Global Broking
11.0%
21.0%
2.4%
(0.3%)
1.8%
(11.4%)
Energy & Commodities
11.0%
20.3%
2.4%
(0.1%)
1.8%
(10.5%)
Parameta Solutions
11.2%
30.3%
6.0%
(7.5%)
2.3%
(37.6%)
Liquidnet – Agency Execution
10.4%
60.7%
5.6%
(3.7%)
1.7%
nm¹
Liquidnet – Equities
10.7%
21.9%
4.3%
1.7%
1.8%
(13.9%)
30 September 2023
Valuation 
discount rate
%
Breakeven 
discount rate 
%
Valuation  
revenue 
growth rate
%
Breakeven 
revenue  
growth rate
(restated)3
%
Valuation 
terminal value 
growth rate
%
Breakeven 
terminal value 
growth rate 
%
Global Broking
13.2%
25.2%
1.8%
(1.5%)
1.4%
(38.3%)
Energy & Commodities
13.3%
18.2%
1.5%
0.2%
1.7%
(8.8%)
Parameta Solutions
13.3%
30.2%
7.1%
(5.1%)
3.0%
(75.7%)
Liquidnet – Agency Execution
13.4%
26.3%
3.0%
0.4%
2.7%
(42.7%)
Liquidnet – Equities
14.2%
–²
6.1%
–²
2.0%
–²
1	
Not relevant as breakeven terminal value growth rate will be significantly in excess of (100)%.
2	
As the CGU valuation equates to its carrying value, breakeven percentages are not relevant.
3	
Restated to reflect a more appropriate variability in costs.
No impairments were identified as a result of the annual testing of these CGUs. 
As shown in the table below, with the exception of Parameta Solutions and Liquidnet – Agency Execution, the VIU of the CGUs is highly 
sensitive to reasonably possible changes in growth rates. The impact on future cash flows resulting from falling growth rates does not 
reflect any management actions that would be taken under such circumstances. These stresses assume all other assumptions remain 
unchanged, as there is a degree of estimation involved in the sensitivity forecasts.
CGU – 30 September 2024
Valuation 
revenue growth 
rate
%
Surplus/
(impairment) at 
valuation growth 
rate minus 1% 
£m
Surplus/
(impairment) at 
valuation growth 
rate minus 3%
£m
Global Broking
2.4%
629
(106)
Energy & Commodities
2.4%
160
(53)
Parameta Solutions
6.0%
717
579
Liquidnet – Agency Execution
5.6%
286
209
Liquidnet – Equities
4.3%
117
(23)
CGU – 30 September 2023
Valuation revenue 
growth rate
%
Surplus/
(impairment) at 
valuation growth 
rate minus 1% 
£m
Surplus/
(impairment) at 
valuation growth 
rate minus 3%
£m
Global Broking
1.8%
669
321
Energy & Commodities
1.5%
46
(52)
Parameta Solutions
7.1%
535
450
Liquidnet – Agency Execution
3.0%
45
19
Liquidnet – Equities
6.1%
(27)
(76)
The Group does not expect climate change to have a material impact on the financial statements. Climate scenario sensitivity analysis on 
the potential impact to the financial forecasts used in goodwill impairment assessment and valuation concludes that the E&C CGU will 
continue to have headroom (excess of the recoverable amount over the carrying amount of the CGU) in its valuation to withstand the 
potential changes in market demand across the E&C asset classes with management taking appropriate actions.
Impairment assessment as at 31 December 2024
As at 31 December 2024, the review of the indicators of impairment did not require any further testing for all CGUs (Global Broking, Energy 
& Commodities, Parameta Solutions, Liquidnet – Agency Execution and Liquidnet – Equities).
Other intangible assets
Other intangible assets at 31 December 2024 represent customer relationships, business brands and trademarks that arise through business 
combinations. Customer relationships are amortised over a period of between 2 and 20 years. Other intangible assets, along with other 
finite life assets, are subject to impairment trigger assessment at least annually. As at 31 December 2024, the impairment trigger 
assessment did not require any further testing for other intangible assets arising on consolidation.
15. Other intangible assets
Purchased  
software 
£m
Developed  
software1 
£m
Total 
£m
Cost
At 1 January 2024
66
206
272
Additions
10
45
55
Amounts derecognised
–
(2)
(2)
Effect of movements in exchange rates
2
1
3
At 31 December 2024
78
250
328
Accumulated amortisation
At 1 January 2024
(56)
(106)
(162)
Charge for the year
(3)
(27)
(30)
Impairment
(2)
–
(2)
Amounts derecognised
–
2
2
Effect of movements in exchange rates
–
(2)
(2)
At 31 December 2024
(61)
(133)
(194)
Carrying amount
At 31 December 2024
17
117
134
Purchased  
software 
£m
Developed  
software 
£m
Total 
£m
Cost
At 1 January 2023
63
217
280
Additions
12
31
43
Amounts derecognised
(7)
(40)
(47)
Effect of movements in exchange rates
(2)
(2)
(4)
At 31 December 2023
66
206
272
Accumulated amortisation
At 1 January 2023
(54)
(129)
(183)
Charge for the year
(10)
(18)
(28)
Impairment
–
–
–
Transfers
–
–
–
Amounts derecognised
7
40
47
Effect of movements in exchange rates
1
1
2
At 31 December 2023
(56)
(106)
(162)
Carrying amount
At 31 December 2023
10
100
110
1	
Includes work-in-progress until brought into use.
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
178
179
Financial statements

16. Property, plant and equipment
Land, buildings  
and leasehold  
improvements 
£m
Furniture, 
fixtures and 
equipment1
£m
Total 
£m
Cost
At 1 January 2024
112
102
214
Reclassification of work-in-progress brought into use1
1
(1)
–
Additions
2
7
9
Disposals
(1)
(5)
(6)
Effect of movements in exchange rates
–
(1)
(1)
At 31 December 2024
114
102
216
Accumulated depreciation
At 1 January 2024
(55)
(67)
(122)
Charge for the year
(7)
(12)
(19)
Impairment
(1)
–
(1)
Disposals
1
5
6
Effect of movements in exchange rates
(1)
1
–
At 31 December 2024
(63)
(73)
(136)
Carrying amount
At 31 December 2024
51
29
80
Land, buildings  
and leasehold  
improvements 
£m
Furniture,  
fixtures and 
equipment1
£m
Total 
£m
Cost
At 1 January 2023
130
117
247
Reclassification of work-in-progress brought into use
1
(1)
–
Additions
2
10
12
Disposals
(17)
(20)
(37)
Effect of movements in exchange rates
(4)
(4)
(8)
At 31 December 2023
112
102
214
Accumulated depreciation
At 1 January 2023
(60)
(77)
(137)
Charge for the year
(9)
(13)
(22)
Impairment
(5)
–
(5)
Disposals
17
20
37
Effect of movements in exchange rates
2
3
5
At 31 December 2023
(55)
(67)
(122)
Carrying amount
At 31 December 2023
57
35
92
1	
Includes work-in-progress until brought into use.
17. Investment properties
2024 
£m
2023
£m
At 1 January 
12
–
Transfer from right-of-use assets
–
6
Transfer from finance lease receivables
–
6
Net loss from fair value adjustment
(9)
–
Effect of movements in exchange rates
–
–
At 31 December
3
12
The fair value of the Group’s investment property at 31 December 2024 has been arrived at on the basis of a valuation carried out at that 
date by management based on lease contract terms. Their valuation conforms to international valuation standards. The fair value was 
determined based on the present value of the estimated future cash flows related to the property. 
In estimating the fair value of the properties, the present value of the estimated future cash flows was used. The inputs used for each lease 
were the rent commencement date, the expected sublease term, the starting annual rent per square foot and expected annual increase 
and discounted at the discount rate.
During the reporting period, the fair value of the investment properties declined significantly, based on external valuation. The investment 
properties have been subsequently valued by management to reflect an improvement in short-term rental opportunities.
17. Investment properties continued
Details of the Group’s investment properties analysed by fair value hierarchy level are as follows:
2024 
£m
2023 
£m
Office units located in New York City, NY, USA – Level 3
3
12
Sensitivity analysis
Property
Valuation method
Significant unobservable inputs
Sensitivity
Office units located in New York 
City, NY, USA
Present value of future cash flows Future rent
A decrease of 30% in the 
expected rent would result in a 
decrease of £1m in the fair value.
Discount rate
Changes in the discount rate 
result in immaterial changes in 
the fair value.
The Group’s investment properties are subject to lease obligations (Note 28).
The Group had no property rental income in 2024 (2023: £nil). Direct operating expenses are covered by a provision (Note 29), the utilisation 
of which amounted to less than £1m (2023: less than £1m).
18. Right-of-use assets
Land and buildings
2024 
£m
2023
£m
At 1 January
136
165
Additions
15
10
Depreciation
(23)
(23)
Impairment
(5)
(6)
Transfer to investment properties
–
(6)
Effect of movements in exchange rates
(1)
(4)
At 31 December
122
136
Where the Group vacates a property, which then becomes available to be sub-let, the right-of-use asset is written down to its fair value 
and that value is transferred to investment properties (Note 17).
Where the Group sub-lets a property, and that sub-let qualifies as a finance lease, the right-of-use asset is written down to the net 
investment value of the sub-lease, and that value is transferred to finance lease receivables (Note 24).
The Group’s finance leases have an average term of 7.9 years (2023: 9.4 years). The maturity analysis of lease liabilities is presented in  
Note 28.
Amounts recognised in profit and loss
2024
£m
2023
£m
Depreciation expense on right-of-use assets 
23
23
Impairment of right-of-use assets
5
6
Interest on lease liabilities
15
16
Expense relating to short-term leases
1
1
Interest income from sub-letting under finance leases
(2)
(2)
The total cash outflow for leases amounts to £42m (2023: £45m) (representing principal repayment of £27m (2023: £29m) and interest 
of £15m (2023: £16m). 
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
180
181
Financial statements

19. Investment in associates 
2024 
£m
2023
£m
At 1 January 
51
63
Additions
–
5
Disposals
–
(10)
Impairments¹
(2)
(5)
Share of profit for the year
14
18
Dividends received
(13)
(16)
Effect of movements in exchange rates
(1)
(4)
At 31 December
49
51
Summary financial information for associates
Aggregated amounts (for associates at the year end):
Total assets
256
267
Total liabilities
(89)
(104)
Net assets
167
163
Proportion of Group’s ownership interest
47
47
Goodwill
2
4
Carrying amount of Group’s ownership interest
49
51
Aggregated amounts (for associates during the year):
Revenue
190
248
Profit for the year
50
56
Group’s share of profit for the year
14
18
Impairment 
(2)
(5)
Dividends received from associates during the year
(13)
(16)
1	
The investment in PushPull Technology Limited was written down by £2m in the period.
Interests in associates are measured using the equity method. All associates are involved in broking activities and have either a 
31 December or 31 March year end. The results and assets and liabilities of associates are incorporated in these Financial Statements 
based on financial information made up to 31 December each year. 
Country of incorporation 
and operation
Associated undertakings
Percentage
held
Bahrain
ICAP (Middle East) W.L.L.
49%
China
Tullett Prebon SITICO (China) Limited
33%
Enmore Commodity Brokers (Shanghai) Limited
49%
India
ICAP IL India Private Limited¹
40%
Japan
Totan ICAP Co., Ltd¹
40%
Central Totan Securities Co. Ltd¹
20%
United Kingdom
PushPull Technology Limited 
31.01%
United States
First Brokers Securities LLC¹
40%
1	
31 March year end.
20. Investment in joint ventures
2024
£m
2023
£m
At 1 January 
38
34
Share of result for the year 
7
7
Share of OCI for the year
(1)
–
Dividends received
(7)
(6)
Effect of movements in exchange rates
(6)
3
At 31 December
31
38
Summary financial information for joint ventures
Aggregated amounts (for joint ventures at the year end):
Total assets
30
34
Total liabilities
(4)
(5)
Net assets
26
29
Proportion of Group’s ownership interest
13
14
Goodwill
18
24
Carrying amount of Group’s ownership interest
31
38
Aggregated amounts (for joint ventures during the year):
Revenue
19
19
Result for the year
13
14
Group’s share of result for the year
7
7
Dividends received from joint ventures during the year
(7)
(6)
Interests in joint ventures are measured using the equity method. All joint ventures are involved in broking activities and have a 31 December 
year end. No individual joint venture is material to the Group.
Country of incorporation 
and operation
Joint ventures
Percentage 
held
Colombia
SET-ICAP FX SA
50%
SET-ICAP Securities S.A.
50%
Mexico
SIF ICAP, S.A. de C.V.
50%
21. Other investments
2024
£m
2023
£m
At 1 January 
19
23
Disposals
(3)
(3)
Revaluation through OCI
2
–
Effect of movements in exchange rates
–
(1)
At 31 December
18
19
Categorisation of other investments:
Debt instruments at FVTOCI – corporate debt securities
2
2
Equity instruments at FVTOCI
16
17
18
19
The fair values are based on valuations as disclosed in Note 31(h). Equity instruments comprise securities that do not qualify as associates 
or joint ventures
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
182
183
Financial statements

22. Financial investments
2024
£m
2023
£m
Debt instruments at FVTOCI – Government debt securities
66
92
Investments at amortised cost – Term deposits
94
97
160
189
Debt instruments and term deposits are liquid instruments held with financial institutions and central counterparty clearing houses 
providing the Group with access to clearing services.
23. Deferred tax
2024
£m
2023
£m
Deferred tax assets
17
41
Deferred tax liabilities
(24)
(51)
(7)
(10)
The movement for the year in the Group’s net deferred tax position was as follows:
2024
£m
2023
£m
At 1 January
(10)
(70)
Credit to income for the year:
– Arising on impairment of intangible assets arising on consolidation
–
10
– Other movements 
(2)
49
Credit/(charge) to equity
4
–
Effect of movements in exchange rates
1
1
At 31 December
(7)
(10)
Deferred tax balances and movements thereon are analysed as: 
At 
1 January 
£m
Recognised in 
equity
£m
Recognised  
in profit  
or loss 
£m
Effect of 
movements 
in exchange 
rates 
£m
At
31 December
£m
2024
Share-based payment awards
4
4
–
–
8
Tax losses
58
–
(8)
–
50
Bonuses
10
–
1
–
11
Intangible assets arising on consolidation
(113)
–
10
–
(103)
Other timing differences
31
–
(5)
1
27
(10)
4
(2)
1
(7)
At 
1 January 
£m
Recognised in 
equity
£m
Recognised  
in profit  
or loss 
£m
Effect of 
movements 
in exchange 
rates 
£m
At
31 December
£m
2023
Share-based payment awards
4
–
–
–
4
Tax losses
23
–
36 
(1)
58
Bonuses
11
–
–
(1)
10
Intangible assets arising on consolidation
(138)
–
21
4
(113)
Other timing differences
30
–
2
(1)
31
(70)
–
59
1
(10)
A deferred tax asset of £50m (2023: £58m) in respect of losses has been recognised at 31 December 2024. Based on the Group’s profit 
forecasts, it is expected that there will be sufficient future taxable profits available against which these losses can be utilised. The deferred 
tax asset includes £16m in respect of US net operating losses relating to the Liquidnet business, which are capable of being utilised against 
taxable profits of the US broking businesses.
At the balance sheet date, the Group has gross unrecognised temporary differences of £70m with the unrecognised net tax amount being 
£15m (2023: gross £149m and net tax £33m respectively). This includes gross tax losses of £64m with the net tax amount being £14m (2023: 
gross £130m and net tax £28m respectively), which are potentially available for offset against future profits. Of the unrecognised gross 
losses £13m are expected to expire within 5 to 10 years and £51m have no expiry date. Deferred tax assets have not been recognised in 
respect of these items since it is not probable that future taxable profits will arise against which the temporary differences may be utilised.
No deferred tax has been recognised on temporary differences associated with unremitted earnings of subsidiaries as the Group is able to 
control the timing of distributions and overseas dividends are largely exempt from UK tax. As at the balance sheet date, the Group had 
unrecognised deferred tax liabilities of £3m (2023: £2m) in respect of unremitted earnings of subsidiaries of £27m (2023: £19m).
24. Trade and other receivables
2024
£m
2023
(restated)
£m
Non-current receivables
Finance lease receivables
21
27
Other receivables
6
6
27
33
Current receivables
Trade receivables
294
304
Contract assets¹
12
11
Amounts due from clearing organisations
22
37
Deposits paid for securities borrowed²
2,497
1,776
Finance lease receivables
6
3
Other debtors
32
41
Owed by associates and joint ventures
4
4
Prepayments
126
98
Corporation tax
5
5
2,998
2,279
1	
Contract asset of £11m in 2023 were previously reported as accrued income.
2	
Deposits paid for securities borrowed arise on cash collateralised stock lending transactions. Such trades are complete only when both the collateral and stock for each side 
of the transaction are returned. The above analysis reflects the receivable side of such transactions. Corresponding deposits received for securities loaned are shown in Note 
25 ‘Trade and other payables’.
At December 2024 the Group held non-cash collateral amounting to £81m relating to stock lending that is not recognised in the statement 
of financial position. The Group has on-lent non-cash collateral of £81m under back-to-back transactions.
The Directors consider that the carrying amount of current trade and other receivables which are not held at fair value through profit or 
loss, and the value of non-cash collateral held approximates to their fair values as they are short term in nature. No interest is charged on 
outstanding trade receivables.
The Group measures the loss allowance for trade receivables and contract assets (representing uninvoiced balances due to the Group 
under contracts with customers), at an amount equal to the lifetime expected credit loss. The expected credit losses on trade receivables 
and contract assets are estimated using a provision matrix by reference to past default experience of the debtor and an analysis of the 
debtor’s current financial position, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of 
both the current as well as the forecast direction of conditions at the reporting date. 
The following table details the risk profile of trade receivables and contract assets based on the Group’s provision matrix by region. As the 
Group’s historical credit loss experience does not show significantly different loss patterns for different regional customer segments, the 
provision for loss allowance based on past due status is not further distinguished between the Group’s different customer bases. 
Trade receivables and contract assets
Total
£m
Not past due
£m
Less than
30 days 
past due
£m
31–60 
days  
past due
£m
61–90 
days 
past due
£m
Greater than
91 days 
past due
£m
2024
EMEA
157
58
32
15
9
43
Americas
107
50
22
10
6
19
Asia Pacific
35
18
9
4
2
2
Gross trade receivables
299
126
63
29
17
64
Contract assets
12
12
–
–
–
–
Total trade receivables and contract assets
311
138
63
29
17
64
Effective expected credit loss rate
%
%
%
%
%
Lifetime ECL
(5)
0.15%
0.28%
0.48%
0.65%
6.45%
306
Trade receivables and contract assets
Total
(restated)¹
£m
Not past due
(restated)¹
£m
Less than
30 days 
past due
£m
31–60 
days  
past due
£m
61–90 
days 
past due
£m
Greater than
91 days 
past due
£m
2023
EMEA
158
58
29
12
7
52
Americas
118
50
22
12
6
28
Asia Pacific
33
17
8
3
1
4
Gross trade receivables
309
125
59
27
14
84
Contract assets
11
11
–
–
–
–
Total trade receivables and contract assets
320
136
59
27
14
84
Effective expected credit loss rate
%
%
%
%
%
Lifetime ECL
(5)
0.31%
0.21%
0.43%
0.92%
4.85%
315
1	
Restated to include contract assets.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
184
185
Financial statements

24. Trade and other receivables continued
During 2024 the amounts outstanding ‘greater than 91 days past due’ reduced by £20m or 24%.
Amounts due from clearing organisations represent balances owed to the Group as a result of client transactions undertaken through 
the clearer. The Group measures loss allowances for these balances under the general approach reflecting the probability of default based 
on the credit rating of the counterparty together with an assessment of the loss, after the sale of collateral, that could arise as a result of 
default. As at 31 December 2024, the provision for expected credit losses amounted to less than £1m (2023: less than £1m).
Deposits paid for securities borrowed arise on cash collateralised stock lending transactions. Such trades are complete only when both the 
cash collateral and stock for each side of the transaction are returned. The above analysis reflects the receivable side of such transactions. 
Corresponding deposits received for securities loaned are shown in Note 25 ‘Trade and other payables’. The Group measures loss allowances 
for these balances under the general approach reflecting the probability of default based on the credit rating of the counterparty together 
with an assessment of the loss, after collateral, that could arise as a result of default. As at 31 December 2024, the provision for expected 
credit losses amounted to less than £1m (2023: less than £1m).
Amounts receivable under finance leases:
2024
£m
2023
£m
Year 1
5
5
Year 2
5
5
Year 3
3
5
Year 4
3
3
Year 5
3
3
Onwards
14
17
Undiscounted lease payments
33
38
Less: unearned finance income
(6)
(8)
Present value of lease payments receivable
27
30
Net investment in the lease
27
30
Undiscounted lease payments analysed as:
2024
£m
2023
£m
Recoverable after 12 months
28
33
Recoverable within 12 months
5
5
Net investment in the lease analysed as:
2024
£m
2023
£m
Recoverable after 12 months
23
27
Recoverable within 12 months
4
3
The Group is not exposed to foreign currency risk as a result of the lease arrangements, as all leases are denominated in the respective 
functional currencies of the recording entities. 
The following table presents the amounts included in profit or loss.
2024
£m
2023
£m
Interest on the net investment in finance leases
2
2
The Group’s finance lease arrangements do not include variable payments.
The average effective interest rate on finance lease receivables approximates to 4.98% (2023: 5.11%) per annum.
The Directors estimated the loss allowance on finance lease receivables at the end of the reporting year at an amount equal to the lifetime 
ECL. None of the finance lease receivables at the end of the reporting year is past due. The provision for expected credit losses amounted 
to less than £1m (2023: less than £1m).
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
25. Trade and other payables
2024
£m
2023
(restated)
£m
Trade payables
39
40
Amounts due to clearing organisations
1
6
Deposits received for securities loaned3
2,457
1,773
Deferred consideration (Note 35)
–
51
Contract liabilities¹
3
2
Other creditors²
130
85
Accruals
401
384
Owed to associates and joint ventures
3
3
Tax and social security
33
28
3,067
2,372
1	
Contract liabilities of £2m in 2023 were previously reported as deferred income.
2	
Other creditors includes £19m relating to forward contracts for the purchase of own shares. 
3	
Deposits received for securities loaned arise on cash collateralised stock lending transactions. Such trades are complete only when both the collateral and stock for each 
side of the transaction are returned. The above analysis reflects the payable side of such transactions. Corresponding deposits paid for securities borrowed are shown in 
Note 24 ‘Trade and other receivables’.
The Directors consider that the carrying amount of trade and other payables which are not held at fair value through profit or loss 
approximate to their fair values.
26. Financial assets and financial liabilities at fair value through profit or loss
2024
£m
2023
£m
Financial assets at fair value through profit or loss
Matched Principal financial assets
6
24
Fair value gains on unsettled Matched Principal transactions
165
545
171
569
Financial liabilities at fair value through profit or loss
Matched Principal financial liabilities
(24)
–
Fair value losses on unsettled Matched Principal transactions
(165)
(541)
(189)
(541)
Notional contract amounts of unsettled Matched Principal transactions
Unsettled Matched Principal Sales
27,137
125,673
Unsettled Matched Principal Purchases
27,155
125,645
Fair value gains and losses on unsettled Matched Principal transactions represent the price movement between the trade date and the 
reporting date on regular way transactions prior to settlement. Matched Principal transactions arise where securities are bought from one 
counterparty and simultaneously sold to another counterparty. Settlement of such transactions is primarily on a delivery vs payment basis 
and typically take place within a few business days of the transaction date according to the relevant market rules and conventions. The 
notional contract amounts of unsettled Matched Principal transactions indicate the aggregate value of buy and sell transactions 
outstanding at the balance sheet date. They do not represent amounts at risk.
27. Loans and borrowings 
Less than  
one year 
£m 
Greater than 
one year 
£m
Total 
£m
2024
Overdrafts
2
–
2
Sterling Notes May 2026
2
249
251
Sterling Notes November 2028
1
248
249
Sterling Notes April 2030
4
247
251
9
744
753
Less than  
one year 
£m 
Greater than 
one year 
£m
Total 
£m
2023
Overdrafts
10
–
10
Sterling Notes January 2024
37
–
37
Sterling Notes May 2026
1
249
250
Sterling Notes November 2028
1
248
249
Sterling Notes April 2030
4
247
251
Liquidnet Vendor Loan Notes March 2024
40
–
40
93
744
837
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
186
187
Financial statements

27. Loans and borrowings continued
All amounts are stated after unamortised transaction costs. An analysis of borrowings by maturity has been disclosed in Note 31(e).
The cash flows in respect of loans and borrowings are set out in Note 37.
Settlement facilities and overdrafts
Where the Group purchases securities under Matched Principal trades but is unable to complete the sale immediately, the Group’s 
settlement agent finances the purchase through the provision of an overdraft secured against the securities and any collateral placed at 
the settlement agent. As at 31 December 2024, overdrafts for the provision of settlement finance amounted to £2m (31 December 2023: 
£10m).
Bank credit facilities and bank loans
The Group has a £350m committed revolving facility that matures in May 2027. Facility commitment fees of 0.70% on the undrawn 
balance are payable on the facility. Arrangement fees of £3m were paid in 2022 and are being amortised over the maturity of the facility.
As at 31 December 2024, the revolving credit facility was undrawn. During the year, the maximum amount drawn was £76m (2023: £40m), 
and the average amount drawn was £31m (2023: £18m). The Group utilises the credit facility throughout the year, entering into numerous 
short-term bank loans where maturities are less than three months. The turnover is quick and the volume is large and resultant flows are 
presented net in the Group’s cash flow statement in accordance with IAS 7 ‘Statement of Cash Flows’.
Interest and facility fees of £2m were incurred in 2024 (2023: £2m).
Credit facility and loans
The Group has a Yen 20bn committed facility with The Tokyo Tanshi Co., Ltd, a connected party, that matures in August 2026. Facility 
commitment fees of 0.64% on the undrawn balance are payable on the facility. 
As at 31 December 2024, the Yen 20bn committed facility equated to £102m and was undrawn (2023: £56m at 2023 year end rates and 
undrawn as of the 2023 year end). The Directors consider that the carrying amount of the loan which is not held at fair value through profit 
or loss approximates to its fair value. During the year, the maximum amount drawn was Yen 20bn, £102m at year end rates (2023: Yen 8bn, 
£45m at 2023 year end rates), and the average amount drawn was Yen 9bn, £45m at year end rates (2023: Yen 4bn, £24m at 2023 year 
end rates). The Group utilises the credit facility throughout the year, entering into numerous short-term bank loans where maturities are less 
than three months. The turnover is quick and the volume is large and resultant flows are presented net in the Group’s cash flow statement in 
accordance with IAS 7 ‘Statement of Cash Flows’.
Interest and facility fees of £1m were incurred in 2024 (2023: £1m).
Sterling Notes: Due January 2024
In January 2017 the Group issued £500m unsecured Sterling Notes due January 2024. The Notes had a fixed coupon of 5.25% payable 
semi-annually, subject to compliance with the terms of the Notes. In May 2019, the Group repurchased £69m of the Notes, in November 
2021 the Group repurchased £184m of the Notes and in April 2023 a further £210m of the Notes were repurchased. The remaining £37m 
was repaid in January 2024 at maturity.
Sterling Notes: Due May 2026
In May 2019 the Group issued £250m unsecured Sterling Notes due May 2026. The Notes have a fixed coupon of 5.25% paid semi-annually, 
subject to compliance with the terms of the Notes. 
Interest of £13m was incurred in 2024 (2023: £13m). The amortisation expense of issue costs in 2024 and 2023 was less than £1m. 
Accrued interest at 31 December 2024 amounted to £2m (2023: £1m). Unamortised issue costs were £1m as at 31 December 2024 
(2023: £1m).
At 31 December 2024 the fair value of the Notes (Level 1) was £249m (2023: £242m). 
Sterling Notes: Due November 2028
In November 2021 the Group issued £250m unsecured Sterling Notes due November 2028. The Notes were issued at a discount of £1m, 
raising £249m before issue costs. The Notes have a fixed coupon of 2.625% paid semi-annually, subject to compliance with the terms of 
the Notes. 
Interest of £7m was incurred in 2024 (2023: £7m). The amortisation expense of discount and issue costs in 2024 and 2023 was less than £1m.
Accrued interest at 31 December 2024 amounted to £1m (2023: £1m). Unamortised discount and issue costs were £2m (2023: £2m).
At 31 December 2024 the fair value of the Notes (Level 1) was £220m (2023: £210m). 
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
27. Loans and borrowings continued
Sterling Notes: Due April 2030
In April 2023 the Group issued £250m unsecured Sterling Notes due April 2030. The Notes were issued at a discount of £1m, raising £249m 
before issue costs. The Notes have a fixed coupon of 7.875% paid semi-annually, subject to compliance with the terms of the Notes. 
Interest of £20m was incurred in 2024 (2023: £14m). The amortisation expense of discount and issue costs in 2024 and 2023 was £1m.
Accrued interest at 31 December 2024 amounted to £4m (2023: £4m). Unamortised discount and issue costs were £3m (2023: £3m).
At 31 December 2024 the fair value of the Notes (Level 1) was £266m (2023: £269m). 
Liquidnet Vendor Loan Notes: Due March 2024
In March 2021, as part of the purchase consideration of Liquidnet, the Group issued $50m unsecured Loan Notes due March 2024. 
The Notes had a fixed coupon of 3.2% paid annually. In March 2024 the Notes were settled at maturity.
Interest of less than £1m was incurred in 2024 (2023: £1m).
28. Lease liabilities
Maturity analysis
2024
£m
2023
£m
Year 1
44
44
Year 2
42
42
Year 3
33
40
Year 4
30
32
Year 5
34
29
Onwards
96
142
279
329
Less: future interest expense
(58)
(78)
221
251
Analysed as:
2024
£m
2023
£m
Included in current liabilities
31
28
Included in non-current liabilities
190
223
221
251
The average effective interest rate on finance leases approximates to 6.47% (2023: 6.23%) per annum. 
The cash flows in respect of finance leases are set out in Note 37.
At 31 December 2024, the Group is committed to £1m (2023: £1m) for short-term leases. 
29. Provisions
(a) Provision movements during the year
Property 
£m
Restructuring
£m
Legal  
and other
£m
Total 
£m
2024
At 1 January 2024
12
5
28
45
Charge to income statement
5
6
7
18
Utilisation of provision
–
(5)
(7)
(12)
Reclassification
2
–
(2)
–
Effect of movements in exchange rates
–
–
–
–
At 31 December 2024
19
6
26
51
Property 
£m
Restructuring
£m
Legal  
and other
£m
Total 
£m
2023
At 1 January 2023
13
7
20
40
Charge to income statement
–
6
12
18
Utilisation of provision
–
(8)
(4)
(12)
Effect of movements in exchange rates
(1)
–
–
(1)
At 31 December 2023
12
5
28
45
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
188
189
Financial statements

29. Provisions continued
(a) Provision movements during the year continued
2024
£m
2023 
£m
Included in current liabilities
17
14
Included in non-current liabilities
34
31
51
45
Property provisions outstanding as at 31 December 2024 relate to provisions in respect of building dilapidations, representing the 
estimated cost of making good dilapidations and disrepair on various leasehold buildings, and are expected to be utilised over the next 
10 years.
Restructuring provisions outstanding as at 31 December 2024 relate to termination and other employee related costs. It is expected that 
the remaining obligations will be discharged during 2025. 
Legal and other provisions include provisions for legal claims brought against subsidiaries of the Group together with provisions against 
obligations for certain long-term employee benefits and non-property related onerous contracts. At present the timing and amount of 
any payments are uncertain and provisions are subject to regular review. It is expected that the obligations will be discharged over the 
next 16 years. 
Commodities and Futures Trading Commission – Bond issuances investigation
ICAP Global Derivatives Limited (‘IGDL’), ICAP Energy LLC (‘Energy’), ICAP Europe Limited (‘IEL’), Tullett Prebon Americas Corp. (‘TPAC’), tpSEF 
Inc. (‘tpSEF’), Tullett Prebon Europe Limited (‘TPEL’) Tullett Prebon (Japan) Limited (‘TPJL’) and Tullett Prebon (Australia) Limited (‘TPAL’) are 
currently responding to an investigation by the CFTC in relation to the pricing of issuances utilising certain of TP ICAP’s indicative broker 
pricing screens and certain record keeping matters including in relation to employee use of personal devices for business communications 
and other books and records matters. The investigation remains open and the Group is co-operating with the CFTC in its enquiries. Whilst it is 
not possible to predict the ultimate outcome of the investigation, the Group has made a provision reflecting management’s best estimate as 
at this date of the cost of settling the investigation. As allowed for UK financial reporting, the Group has not disclosed the amount provided 
as it is considered to be seriously prejudicial to the Group’s interest and in reaching a settlement. The actual outcome may differ significantly 
from management’s current estimate. As the relevant matters occurred prior to the Group’s acquisition of the IGBB and the Group reached a 
related settlement in 2023 with ICAP’s successor company, NEX Group Limited, under the terms of the purchase agreement, and on 
confidential terms.
Securities Exchange Commission – Liquidnet Inc. investigation
In October 2022, Liquidnet Inc. (‘Liquidnet’) received an inquiry from the Securities and Exchange Commission relating to, among other 
things, compliance with SEC Rule 15c3-5 and audit trail and access permissions to its ATS platforms. This matter was resolved in January 
2025 and a civil monetary penalty of $5 million was paid. 
30. Other long-term payables
2024
£m
2023
£m
Accruals and deferred income
4
5
Other creditors
18
–
22
5
1	
Other creditors includes £18m relating to forward contracts for the purchase of own shares. 
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
31. Financial instruments
(a) Financial and liquidity risk
The Group does not take trading risk and does not seek to hold proprietary trading positions. Consequently, the Group is exposed to 
trading book market risk only in relation to incidental positions in financial instruments arising as a result of the Group’s failure to match 
clients’ orders precisely. The Group has limited exposure to non-trading book market risk, specifically to interest rate risk and currency risk. 
Thus the overall approach to the planning and management of the Group’s capital and liquidity is to ensure the Group’s solvency, i.e. its 
continued ability to conduct business, deliver returns to shareholders, and support growth and strategic initiatives. The Group is not subject 
to consolidated capital adequacy requirements.
The Group seeks to ensure that it has access to an appropriate level of cash, other forms of marketable securities and liquidity facilities to 
enable it to finance its ongoing operations on cost effective terms. Cash and cash equivalent balances are held with the primary objective 
of capital security and availability, with a secondary objective of generating returns. Funding requirements are monitored by the Group’s 
Finance and Treasury functions.
As a normal part of its operations, the Group faces liquidity risk through the risk of being required to fund transactions that do not settle on 
the due date. From a risk perspective, the most problematic scenario concerns ‘fail to deliver’ transactions, where the business has received, 
and recognised, a security from the selling counterparty (and has paid cash in settlement of the same) but is unable to effect onward delivery 
of the security to the buying counterparty. Such settlement delays give rise to a funding requirement, reflecting the value of the security which 
the Group has been unable to deliver until such time as the delivery leg is finally settled, or the security sold, and the business has received the 
associated cash. The Group has addressed this funding risk by arranging overdraft facilities to cover ‘failed to deliver’ trades, either with the 
relevant settlement agent/depository or with a clearing bank. Under such arrangements, the facility provider will fund the value of any ‘failed 
to deliver’ trades until delivery of the security is effected. Certain facility providers require collateral (such as a cash deposit or parent company 
guarantee) to protect them from any adverse mark-to-market movement and some also charge a funding fee for providing the facility.
The Group is also exposed to potential margin calls. Margin calls can be made by central counterparties under the Matched Principal 
broking model when not all legs of a matched principal trade are settled at the central counterparty or when there is a residual balance or 
confirmation error. Margin calls can be made by the Group’s clearers or correspondent clearers under the Executing Broker broking model 
or the Introducing Broker broking model when there is a trade error or a counterparty is slow to confirm their trade. These margin calls 
occur mainly in the United States and the United Kingdom.
In the event of a short-term liquidity requirement, the firm has access to cash resources, after which it could draw down on its £350m 
committed revolving credit facility and Yen 20bn (£102m at year end rates) committed facility with The Tokyo Tanshi Co., Ltd as additional 
contingency funding, less any amounts earmarked to fund acquisitions.
To effectively manage foreign exchange risk associated with our short-term loans across various regions, we engage in foreign exchange 
cross currency swaps. These financial instruments allow us to hedge against potential adverse currency movements, ensuring stability and 
predictability in our financial operations.
(b) Capital management
The Group’s policy is to maintain a capital base and funding structure that maintains creditor, regulator and market confidence and 
provides flexibility for business development while also optimising returns to shareholders. The capital structure of the Group consists of 
debt, as set out in Note 27, cash and cash equivalents, other current financial assets and equity attributable to equity holders of the parent, 
comprising issued capital, reserves and retained earnings as disclosed in Notes 32 and 33. Dividends paid during the year are disclosed in 
Note 13 and the dividend policy is discussed in the Strategic Report.
A number of the Company’s subsidiaries and sub-groups are individually or collectively regulated and are required to maintain capital 
that is appropriate to the risks entailed in their businesses according to definitions that vary according to each jurisdiction. In addition 
to subsidiaries and sub-groups fulfilling their regulatory obligations, the Group undertakes periodic reviews of the current and projected 
regulatory requirements of each of these entities and sub-groups.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
190
191
Financial statements

31. Financial instruments continued
(c) Categorisation of financial assets and liabilities
Financial assets
FVTPL 
trading 
instruments
£m
FVTOCI 
debt 
instruments 
£m
FVTOCI 
equity 
instruments 
£m
Amortised  
cost
£m
Total carrying 
amount 
£m
2024
Non-current financial assets measured at fair value
Equity securities
–
–
16
–
16
Corporate debt securities
–
2
–
–
2
Non-current financial assets not measured at fair value
Other receivables
–
–
–
6
6
Finance lease receivables
–
–
–
21
21
–
2
16
27
45
Current financial assets measured at fair value
Matched Principal financial assets
6
–
–
–
6
Fair value gains on unsettled Matched Principal transactions
165
–
–
–
165
Government debt securities
–
66
–
–
66
Current financial assets not measured at fair value¹
Term deposits
–
–
–
94 
94 
Other debtors
–
–
–
32 
32
Owed by associates and joint ventures
–
–
–
4 
4 
Trade receivables
–
–
–
294 
294 
Amounts due from clearing organisations
–
–
–
22 
22 
Deposits paid for securities borrowed
–
–
–
2,497 
2,497 
Finance lease receivables 
–
–
–
6 
6 
Cash and cash equivalents
–
–
–
1,068 
1,068 
171
66
–
4,017
4,254
Total financial assets
171
68
16
4,044
4,299
1	
The Directors consider that the carrying value of current assets not measured at fair value approximate to their fair value
Financial assets
FVTPL 
trading 
instruments
£m
FVTOCI 
debt 
instruments 
£m
FVTOCI 
equity 
instruments 
£m
Amortised  
cost
£m
Total carrying 
amount 
(restated)²
£m
2023
Non-current financial assets measured at fair value
Equity securities
–
–
17
–
17
Corporate debt securities
–
2
–
–
2
Non-current financial assets not measured at fair value
Other receivables
–
–
–
6
6
Finance lease receivables
–
–
–
27
27
–
2
17
33
52
Current financial assets measured at fair value
Matched Principal financial assets
24
–
–
–
24
Fair value gains on unsettled Matched Principal transactions
545
–
–
–
545
Government debt securities
–
92
–
–
92
Current financial assets not measured at fair value¹
Term deposits
–
–
–
97
97
Other debtors
–
–
–
41
41
Owed by associates and joint ventures
–
–
–
4
4
Trade receivables
–
–
–
304
304
Amounts due from clearing organisations
–
–
–
37
37
Deposits paid for securities borrowed
–
–
–
1,776
1,776
Finance lease receivables
–
–
–
3
3
Cash and cash equivalents
–
–
–
1,029
1,029
569
92
–
3,302
3,952
Total financial assets
569
94
17
3,335
4,004
1	
The Directors consider that the carrying value of current assets not measured at fair value approximate to their fair value
2	
Restated to exclude contract assets previously reported as accrued income. 
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
31 Financial instruments continued 
(c) Categorisation of financial assets and liabilities continued
Mandatorily at FVTPL
Other financial liabilities
Total carrying 
amount 
£m
Financial liabilities
Non-current
£m
Current
£m
Non-current 
£m
Current
£m
2024
Financial liabilities measured at fair value
Matched Principal financial liabilities
–
24
–
–
24
Fair value losses on unsettled Matched Principal transactions
–
165
–
–
165
Deferred consideration
–
–
–
–
–
–
189
–
–
189
Financial liabilities not measured at fair value¹
Overdraft
–
–
–
2
2
Sterling Notes January 2024
–
–
–
–
–
Sterling Notes May 2026
–
–
249
2
251
Sterling Notes November 2028
–
–
248
1
249
Sterling Notes April 2030
–
–
247
4
251
Liquidnet Vendor Loan Notes March 2024
–
–
–
–
–
Other creditors
–
–
18
130
148
Accruals²
–
–
–
109
109
Owed to associates and joint ventures
–
–
–
3
3
Trade payables
–
–
–
39
39
Amounts due to clearing organisations
–
–
–
1
1
Deposits received for securities loaned
–
–
–
2,457
2,457
Lease liabilities
–
–
190
31
221
–
–
952
2,779
3,731
Total financial liabilities
–
189
952
2,779
3,920
Mandatorily at FVTPL
Other financial liabilities
Total carrying 
amount 
£m
Financial liabilities
Non-current
£m
Current
£m
Non-current 
£m
Current
£m
2023
Financial liabilities measured at fair value
Fair value losses on unsettled Matched Principal transactions
–
541
–
–
541
Deferred consideration
–
51
–
–
51
–
592
–
–
592
Financial liabilities not measured at fair value¹
Overdraft
–
–
–
10
10
Sterling Notes January 2024
–
–
–
37
37
Sterling Notes May 2026
–
–
249
1
250
Sterling Notes November 2028
–
–
248
1
249
Sterling Notes April 2030
–
–
247
4
251
Liquidnet Vendor Loan Notes March 2024
–
–
–
40
40
Other creditors
–
–
–
85
85
Accruals²
–
–
–
97
97
Owed to associates and joint ventures
–
–
–
3
3
Trade payables
–
–
–
40
40
Amounts due to clearing organisations
–
–
–
6
6
Deposits received for securities loaned
–
–
–
1,773
1,773
Lease liabilities
–
–
223 
28
251
–
–
967
2,125
3,092
Total financial liabilities
–
592
967
2,125
3,684
1	
The Directors consider that the carrying value of financial liabilities not measured at fair value, excluding lease liabilities and loans and borrowings, approximate to their 
fair values. Amounts payable under lease liabilities are disclosed in Note 28, and the fair values of loans and borrowings are disclosed in Note 27.
2	
Accruals of £296m (2023: £287m), representing employment related obligations at the reporting date, are not recorded as financial liabilities.
(d) Credit risk
The Group is exposed to credit risk in the event of default by counterparties in respect of its Name Passing, Executing Broker, Introducing 
Broker, Matched Principal, Information Sales and corporate treasury operations. Whilst the Group does bear concentration risk to 
counterparties, countries and sectors these concentrations are typically with major US and European global banks. The credit risk in respect of the 
Name Passing and Information Sales businesses are limited to the collection of outstanding commission and transaction fees, ‘Receivables 
Risk’. The Executing Broker, Introducing Broker and invoiced Matched Principal businesses are also exposed to this risk. Receivables Risk is 
managed proactively by the Group’s accounts receivable function. As at the year end, 78% (2023: 53%) of the Group’s trade receivables 
are with investment grade counterparts (equivalent to credit ratings BBB-/Baa3 or above). Deposits paid for securities borrowed arise on 
collateralised stock lending transactions. Such trades are complete only when both the collateral and stock for each side of the transaction 
are returned. As at the year end, 100% (2023: 94%) of the Group’s counterparty exposure is to investment grade counterparts.
The credit risk on cash, cash equivalents, and financial assets at amortised cost, FVTOCI or FVTPL, is subject to frequent monitoring. 
All financial institutions that are transacted with are approved and internal limits are assigned to each one based on a combination 
of factors including external credit ratings. As at the year end, 97% (2023: 98%) of cash and cash equivalents and 94% (2023: 95%) 
of financial assets are held with investment grade rated financial institutions.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
192
193
Financial statements

31. Financial instruments continued 
(d) Credit risk continued
Pre-settlement credit risk arises in the Matched Principal broking business in which the Group interposes itself as principal to two (or more) 
contracting parties to a Matched Principal transaction and as a result the Group is at risk of loss should one of the parties to a transaction 
default on its obligations prior to settlement date (typically 2 to 3 business days). In the event of default, the Group would have to replace 
the defaulted contract in the market. This is a contingent risk in that the Group will only suffer loss if the market price of the securities has 
moved adversely to the original trade price.
The Introducing Broker business also gives rise to pre-settlement credit risk. Under this model the Group facilitates anonymous trading for 
its clients which are subsequently settled through a third party settlement provider with the Group retaining the associated pre-settlement 
credit risk exposure through an indemnity granted under its agreement with the settlement provider. The pre-settlement credit risk 
exposure is similar in nature to that under the matched principal broking business described above. 
The Executing Broker business gives rise to short term pre-settlement credit risk during the period between the execution of the trade and 
the client claiming the trade. This exposure is minimal as under the terms of the ‘give-up’ agreements the Group has in place with its clients, 
trades must be claimed by the end of trade day. Once the trade has been claimed, the Group’s only exposure to the client is for the invoiced 
receivables as described above.
The ‘maximum exposure to credit risk’ is the maximum exposure before taking account of any securities or collateral held, or other credit 
enhancements, unless such enhancements meet accounting offsetting requirements. For financial assets recognised on the balance sheet, 
excluding equity instruments as they are not subject to credit risk, the maximum exposure to credit risk equals their carrying amount.
(e) Maturity profile of financial liabilities, lease liabilities and off-balance sheet items
The table below reflects the contractual maturities, including future interest obligations, of the Group’s financial and lease liabilities 
as at 31 December. The settlement amounts of open Matched Principal purchases as at the reporting date are included in the ‘Due within 3 
months’ time bucket reflecting their expected settlement amount and date.
Due within 
3 months
£m
Due 
between
3 months and
12 months
£m
Due  
between 
1 year and 
5 years 
£m
Due  
after 
5 years 
£m
Total 
£m
2024
Settlement of open Matched Principal purchases
27,155
–
–
–
27,155
Deposits received for securities loaned
2,457
–
–
–
2,457
Trade payables
39
–
–
–
39
Amounts due to clearing organisations
1
–
–
–
1
Other creditors²
111
20
18
–
149
Accruals¹
109
–
–
–
109
Owed to associates and joint ventures
3
–
–
–
3
Lease liabilities
11
33
139
96
279
Overdrafts
2
–
–
–
2
Sterling Notes May 2026
–
13
257
–
270
Sterling Notes November 2028
–
7
270
–
277
Sterling Notes April 2030
–
20
339
–
359
Liquidnet Vendor Loan Notes March 2024
–
–
–
–
–
Deferred consideration
–
–
–
–
–
29,888
93
1,023
96
31,100
Due within 
3 months
£m
Due 
between
3 months and
12 months
£m
Due  
between 
1 year and 
5 years 
£m
Due  
after 
5 years 
£m
Total 
£m
2023
Settlement of open Matched Principal purchases
125,645
–
–
–
125,645
Deposits received for securities loaned
1,773
– 
–
–
1,773
Trade payables
40
–
–
–
40
Amounts due to clearing organisations
6
–
–
–
6
Other creditors
85
–
–
–
85
Accruals
97
–
–
–
97
Owed to associates and joint ventures
3
–
–
–
3
Lease liabilities
7
37
143
142
329
Overdrafts
10
–
–
–
10
Sterling Notes January 2024
37
–
–
–
37
Sterling Notes May 2026
–
13
270
–
283
Sterling Notes November 2028
–
7
276
–
283
Sterling Notes April 2030
–
20
79
279
378
Liquidnet Vendor Loan Notes March 2024
40
–
–
–
40
Deferred consideration
51
–
–
–
51
127,794
77
768
421
129,060
1	
Accruals of £296m (2023: £287m) representing employment related obligations at the reporting date are not recorded as financial liabilities.
2	
Other creditors includes £37m in respect of forward contracts for the purchase of own shares with a gross settlement value of £38m. 
 
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
31. Financial instruments continued 
(f) Foreign currency sensitivity analysis
The table below illustrates the sensitivity of the profit for the year with regard to currency movements on financial assets and liabilities 
denominated in foreign currencies as at the year end. The sensitivity of the Group’s equity with regard to its net foreign currency 
investments at the year end is also shown below. 
Based on a 10% weakening in the following exchange rates against Sterling, the effects would be as follows:
Change in foreign currency financial 
assets and liabilities – profit or loss
Change in translation of foreign 
operations – equity
2024
£m
2023
£m
2024
£m
2023
£m
Currency:
– USD
(11)
(9)
(94)
(93)
– EUR
(3)
(6)
(13)
(11)
– SGD
–
–
(12)
(9)
– HKD
–
–
(9)
(8)
– JPY
–
–
(5)
(5)
– AUD
–
–
(3)
(3)
Unless specifically hedged, the Group would experience equal and opposite foreign exchange movements should the currencies strengthen 
against Sterling.
The Group had no foreign currency hedges outstanding during both 2024 and 2023. Outright forward foreign exchange transactions are 
used by the Group’s Treasury function as part of its management of exchange risk on foreign currency borrowings. The impact for the year 
is reported in financing cost (Note 10).
(g) Interest rate sensitivity analysis
Interest on floating rate financial instruments is reset at intervals of less than one year. The Group’s exposure to interest rates arises on cash 
and cash equivalents and money market instruments, including drawdowns on the revolving credit and Tokyo Tanshi committed facilities. 
The Sterling Notes are fixed rate financial instruments.
A 100 basis point change in interest rates, applied to average floating rate financial instrument assets and liabilities during the year, 
would result in the following impact on profit or loss:
2024
2023
+100bps
£m
-100bps
£m
+100bps
£m
-100bps
£m
Income/(expense) arising on:
– floating rate assets
7
(7)
5
(5)
– floating rate liabilities
–
–
–
–
Net income/(expense) for the year
7
(7)
5
(5)
The Group had no interest rate hedges outstanding during both 2024 and 2023.
(h) Fair value measurements recognised in the statement of financial position
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped 
into Levels 1 to 3 based on the degree to which the fair value is observable:
	> Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities;
	> Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable 
for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices); and 
	> Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not 
based on observable market data (unobservable inputs).
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
194
195
Financial statements

31. Financial instruments continued 
(h) Fair value measurements recognised in the statement of financial position continued
Level 1 
£m
Level 2
£m
Level 3 
£m
Total 
£m
2024
Non-financial assets measured at fair value
Investment properties
–
–
3
3
Financial assets measured at fair value
Matched Principal financial assets
6
–
–
6
Fair value gain on unsettled Matched Principal transactions
165
–
–
165
Equity instruments
–
9
7
16
Corporate debt securities
–
–
2
2
Government debt securities
66
–
–
66
Financial liabilities measured at fair value
Fair value losses on unsettled Matched Principal transactions
(165)
–
–
(165)
Deferred consideration
–
–
–
–
72
9
12
93
Level 1 
£m
Level 2
£m
Level 3 
£m
Total 
£m
2023
Non-financial assets measured at fair value
Investment properties
–
–
12
12
Financial assets measured at fair value
Matched Principal financial assets
24
–
–
24
Fair value gain on unsettled Matched Principal transactions
545
–
–
545
Equity instruments
–
8
9
17
Corporate debt securities
–
–
2
2
Government debt securities
92
–
–
92
Financial liabilities measured at fair value
Fair value losses on unsettled Matched Principal transactions
(541)
–
–
(541)
Deferred consideration
–
(51)
–
(51)
120
(43)
23
100
In deriving the fair value of equity and derivative instruments, valuation models were used which incorporated observable market data. 
There were no significant inputs used in these models that were unobservable. There is no material sensitivity to unobservable inputs used 
in these models. 
The fair value of deferred consideration is based on valuation models incorporating unobservable inputs reflecting the estimated 
performance conditions specific to each acquisition. Inputs are based on management’s financial forecasts for the relevant performance 
condition and relevant duration. As inputs are acquisition-specific, outcomes can vary from that used to estimate fair values at a reporting 
date. Where deferred consideration is non-contingent, or where conditions have been met but unsettled at the year end, such amounts are 
included as Level 2. 
There were no transfers between Level 1 and 2 during the year.
Reconciliation of Level 3 fair value measurements of assets and liabilities:
2024
Investment 
properties 
(at FVTPL)
£m
Equity 
instruments 
(at FVTOCI)
£m
Debt securities 
(at FVTOCI)
£m
Deferred 
consideration 
(at FVTPL)
£m
Total 
£m
Balance as at 1 January
12
9
2
–
23
Net change in fair value – charged to the income statement
(9)
–
–
–
(9)
Net change in fair value – charged to other comprehensive 
income
–
(2)
–
–
(2)
Additions during the year
–
–
–
–
–
Amounts settled during the year
–
–
–
–
–
Transfer of liabilities to Level 2
–
–
–
–
–
Effect of movements in exchange rates
–
–
–
–
–
Balance as at 31 December
3
7
2
–
12
2023
Investment 
properties 
(at FVTPL)
£m
Equity 
instruments 
(at FVTOCI)
£m
Debt securities 
(at FVTOCI)
£m
Deferred 
consideration 
(at FVTPL)
£m
Total 
£m
Balance as at 1 January
–
10
2
(56)
(44)
Net change in fair value – charged to the income statement
–
–
–
4
4
Additions during the year
12
–
–
–
12
Amounts settled during the year
–
–
–
1
1
Transfer of liabilities to Level 2
–
–
–
51
51
Effect of movements in exchange rates
–
(1)
–
–
(1)
Balance as at 31 December
12
9
2
–
23
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
32. Share capital
2024 
No.
2023
No.
Allotted, issued and fully paid
Ordinary shares of 25p
As at 1 January
788,670,932
788,670,932
Issue of ordinary shares
6,720,000
–
As at 31 December
795,390,932
788,670,932
33. Reconciliation of shareholders’ funds
(a) Share capital
2024 
£m
2023
£m
As at 1 January
197
197
Issue of new ordinary shares
2
–
As at 31 December
199
197
During the period 6,720,000 ordinary shares were issued at par out of retained earnings. The shares were transferred to TP ICAP Group plc 
EBT to be used for the settlement of eligible equity settled share-based payment awards.
(b) Other reserves
Reorgan-
isation
reserve
£m
Revaluation
reserve 
£m 
Hedging 
and
translation
£m 
Treasury 
shares 
£m
Own 
shares
£m
Other
reserves
£m 
2024
As at 1 January 2024
(946)
3
29
(29)
(20)
(963)
Exchange differences on translation of foreign operations
–
–
(7)
–
–
(7)
Equity investments at FVOCI – net changes in fair value
–
5
–
–
–
5
Total comprehensive income
–
5
(7)
–
–
(2)
Share settlement of share-based payment awards
–
–
–
–
13
13
Own shares acquired for employee trusts
–
–
–
–
(45)
(45)
Own shares acquired under share buyback
–
–
–
(48)
–
(48)
Gain on disposal of equity instruments at FVTOCI
–
(4)
–
–
–
(4)
As at 31 December 2024
(946)
4
22
(77)
(52)
(1,049)
Reorgan-
isation
reserve
£m
Revaluation
reserve 
£m 
Hedging 
and
translation
£m 
Treasury 
shares 
£m
Own 
shares
£m
Other
reserves
£m 
2023
As at 1 January 2023
(946)
5
109
–
(22)
(854)
Exchange differences on translation of foreign operations
–
–
(82)
–
–
(82)
Taxation on components of other comprehensive income 
–
–
2
–
–
2
Total comprehensive income
–
–
(80)
–
–
(80)
Share settlement of share-based payment awards
–
–
–
–
9
9
Own shares acquired for employee trusts
–
–
–
–
(7)
(7)
Own shares acquired under share buyback
–
–
–
(29)
–
(29)
Gain on disposal of equity instruments at FVTOCI
–
(2)
–
–
–
(2)
As at 31 December 2023
(946)
3
29
(29)
(20)
(963)
Reorganisation reserve
On 26 February 2021 the Group adjusted its corporate structure. TP ICAP Group plc was incorporated in Jersey on 23 December 2019 and 
became the new listed holding company of the Group on 26 February 2021 via a court-approved scheme of arrangement under Part 26 of 
the UK Companies Act 2006, with the former holding company, TP ICAP plc subsequently being renamed TP ICAP Finance plc. Under the 
scheme of arrangement, shares in the former holding company of the Group were cancelled and the same number of new ordinary shares 
were issued to the new holding company in consideration for the allotment to shareholders of one ordinary share of 25 pence in the new 
holding company for each ordinary share of 25 pence they held in the former holding company. The share for share exchange between 
TP ICAP plc and TP ICAP Group plc was a common control transaction has been accounted for using merger accounting principles. 
Under these principles the results and cash flows of all the combining entities are brought into the consolidated financial statements from 
the beginning of the financial year in which the combination occurs and comparative figures also reflect the combination of the entities. 
The Group’s equity is adjusted to reflect that of the new holding company, but in all other aspects the Group results and financial position 
are unaffected by the change and reflect the continuation of the Group. In adjusting the Group’s equity to reflect that of the new holding 
company, the sum of share capital, share premium, merger reserve and reverse acquisition reserves under the former holding company are 
replaced by the share capital and share premium of the new holding company together with a reorganisation reserve.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
196
197
Financial statements

33. Reconciliation of shareholders’ funds continued
(b) Other reserves continued
Revaluation reserve
The revaluation reserve represents the remeasurement of assets in accordance with IFRS that have been recorded in other  
comprehensive income.
Hedging and translation
The hedging and translation reserve records revaluation gains and losses arising on net investment hedges and the effect of changes 
in exchange rates on translation of foreign operations recorded in other comprehensive income. As at 31 December 2024, £5m relates 
to amounts arising on previous net investment hedges (2023: £5m).
Treasury shares – (All transactions and balances relate to TP ICAP Group plc ordinary shares.)
As part of the Group’s share buyback programme, at 31 December 2024 the Group held 38,698,600 shares (2023: 16,634,112) with a fair 
value of £100m (2023: £32m). During the year the Group repurchased 22,064,488 shares, representing 2.8% of the shares in issue, at a cost 
of £48m. In 2023 the Group repurchased 16,634,112 shares, representing 2.1% of the shares in issue, at a cost of £29m. At 31 December 2024 
no shares held in treasury had been cancelled.
Own shares – (All transactions and balances relate to TP ICAP Group plc ordinary shares.)
At 31 December 2024, the TP ICAP plc EBT held 990,741 shares (2023: 6,549,166 shares) with a fair value of £3m (2023: £13m). During  
the year the Trust delivered 5,558,425 shares in satisfaction of vesting share-based awards, there were no purchases. In 2023 the Trust 
delivered 3,672,154 shares in satisfaction of vesting share-based awards, and purchased 1,418,000 shares in the open market at a cost  
of £2m.
At 31 December 2024, the TP ICAP Group plc EBT held shares and forward commitments totalling 24,219,844 shares (2023: 2,836,000 
shares) with a fair value of £63m (2023: £6m). During the year the Trust delivered 6,660,784 shares in satisfaction of vesting share-based 
awards, received 6,720,000 shares from TP ICAP Group plc at nil cost, purchased 3,499,844 ordinary shares on the open market at a cost 
of £8m, and entered into forward purchases over 14,000,000 at an equity cost of £37m, with a fair value at 31 December 2024 of £37m.
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
33. Reconciliation of shareholders’ funds continued
(c) Total equity
Equity attributable to equity holders of the parent
Total 
equity 
£m
Share capital
Note 33(a)
£m
Other reserves
Note 33(b) 
£m
Retained
earnings
£m
Total 
£m
Non-controlling
interests 
£m
2024
As at 1 January 2024
197
(963)
2,814
2,048
17
2,065
Profit for the year
–
167
167
3
170
Remeasurement of defined benefit  
pension schemes
–
–
–
–
–
–
Equity investments at FVOCI – net changes in 
fair value
–
5
–
–
–
5
Exchange differences on translation  
of foreign operations
–
(7)
–
–
–
(7)
Taxation on components of other 
comprehensive income
–
–
–
–
–
–
Total comprehensive income
–
(2)
167
165
3
168
Dividends paid
–
(113)
(113)
(2)
(115)
Dividend equivalents paid on equity settled 
share-based awards
–
–
(2)
(2)
–
(2)
Share settlement of share-based  
payment awards
–
13
(13)
–
–
–
Own shares acquired for employee trusts
–
(45)
–
(45)
–
(45)
Own shares acquired under share buyback
–
(48)
–
(48)
–
(48)
Issuance of ordinary shares
2
–
(2)
–
–
–
Gain on disposal of equity instruments 
at FVTOCI
–
(4)
4
–
–
–
Credit arising on equity settled share-based 
awards (Note 34)
–
–
33
33
–
33
Taxation on equity settled share-based 
payments (Note 23)
–
–
4
4
–
4
Credit arising on the exchange of cash to 
equity settled share-based awards (Note 34)
–
–
18
18
–
18
As at 31 December 2024
199
(1,049)
2,910
2,060
18
2,078
Equity attributable to equity holders of the parent
Total  
equity 
£m
Share capital
Note 33(a)
£m
Other reserves
Note 33(b) 
£m
Retained 
earnings
£m
Total 
£m
Non-controlling 
interests 
£m
2023
As at 1 January 2023
197
(854)
2,800
2,143
18
2,161
Profit for the year
–
–
74
74
2
76
Remeasurement of defined benefit  
pension schemes
–
–
46
46
–
46
Equity investments at FVOCI – net changes in 
fair value
–
–
–
–
–
–
Exchange differences on translation  
of foreign operations
–
(82)
–
(82)
(1)
(83)
Taxation on components of other 
comprehensive income
–
2
(16)
(14)
–
(14)
Total comprehensive income
–
(80)
104
24
1
25
Dividends paid
–
–
(99)
(99)
(2)
(101)
Dividend equivalents paid on equity settled 
share-based awards
–
–
–
–
–
–
Share settlement of share-based  
payment awards
–
9
(10)
(1)
–
(1)
Own shares acquired for employee trusts
–
(7)
–
(7)
–
(7)
Own shares acquired under share buyback
–
(29)
–
(29)
–
(29)
Issuance of ordinary shares
–
–
–
–
–
–
Gain on disposal of equity instruments 
at FVTOCI
–
(2)
2
–
–
–
Credit arising on equity settled share-based  
payment awards (Note 34)
–
–
17
17
–
17
As at 31 December 2023
197
(963)
2,814
2,048
17
2,065
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
198
199
Financial statements

34. Share-based awards 
Deferred Bonus Plan
Annual awards are made to Executive Directors and the Group’s Senior Managers under the Group’s Deferred Bonus Plan.
Under this Plan, the Group’s Executive Directors have 50% of their annual discretionary bonus awarded in deferred shares, and employees 
identified as senior managers have up to 60% of their annual discretionary bonus awarded in deferred shares. These awards will be settled 
with TP ICAP Group plc shares and are subject to the completion of service conditions and the fulfilment of other conduct requirements. 
The number of shares in respect of a bonus year is determined after the close period for that year at the then market price, and the awards 
vest over three years from the grant. The fair value of the shares equates to the monetary value of the awards at grant date and includes 
the value of expected dividends that will accrue to the beneficiaries. The weighted average grant date fair value for awards granted in 
2024 was 225.2p per share (2023: 180.1p per share).
Awards may be settled through the issue of new shares, release of treasury shares or using shares purchased in the market.
2024
Executive Directors
No.
Senior Managers
No.
Total
No.
Outstanding as at 1 January
1,573,946
7,528,453
9,102,399
Granted
806,908
4,486,795
5,293,703
Forfeited
–
(116,964)
(116,964)
Settled
(944,148)
(3,670,873)
(4,615,021)
Outstanding as at 31 December
1,436,706
8,227,411
9,664,117
2023
Executive Directors
No.
Senior Managers
No.
Total
No.
Outstanding as at 1 January
1,654,960
4,682,442
6,337,402
Granted
629,692
5,060,756
5,690,448
Forfeited
–
(182,979)
(182,979)
Settled
(710,706)
(2,031,766)
(2,742,472)
Outstanding as at 31 December
1,573,946
7,528,453
9,102,399
At the year end closing share price of 258.0p per share the estimated total number of deferred shares for the 2024 bonus year was 5,229,972.
Long Term Incentive Plan
The Long Term Incentive Plan (‘LTIP’) was for Executive Directors and other senior employees. Awards are no longer being granted under 
this Plan. Awards made to Executive Directors were up to a maximum of 2.5x base salary. Awards made to senior employees were based on 
the recommendation of the Chief Executive Officer, approved by the Remuneration Committee, and were up to a maximum of 2x base 
salary. Awards were subject to agreed performance conditions applicable to each grant. 
2024 
No.
2023
No.
Outstanding as at 1 January
2,907,575
6,124,972
Forfeited
(1,212,733)
(3,217,397)
Settled
(1,694,842)
–
Outstanding as at 31 December
–
2,907,575
At the end of each performance period, the number of shares vesting were determined based on the application of the relevant 
performance conditions and, where applicable, will be subject to a two-year holding period. During the holding period, the shares cannot 
be sold (other than to cover the cost of any applicable taxes) and will be eligible for dividend equivalence.
Awards could be settled through the issue of new shares, release of treasury shares or using shares purchased in the market.
Restricted Share Plan
The Restricted Share Plan (‘RSP’) is for Executive Directors and other senior employees. Awards made to Executive Directors are up to a 
maximum of 1.25x base salary. Awards made to senior employees are based on the recommendation of the Chief Executive Officer and 
subject to approval by the Remuneration Committee. All awards are subject to agreed performance conditions applicable to each grant. 
2024
No.
2023
No.
Outstanding as at 1 January
5,114,743
3,400,957
Granted
1,839,423
1,713,786
Outstanding as at 31 December
6,954,166
5,114,743
In 2024, shares to a maximum of 971,028 (2023: 1,201,252) were awarded to the Executive Directors. These awards are subject to 
performance conditions measured over a three-year period the details of which are set out in ‘Scheme interests awarded in the year 
(audited)’ of the Report of the Remuneration Committee (page 137). Separate awards amounting to 868,395 (2023: 512,534) shares were 
made to senior employees which are subject to the completion of performance conditions and the fulfilment of other conduct 
requirements, vesting three years from the date of grant. The weighted average grant date fair value for awards granted in 2024 was 
225.2p per share (2023: 180.1p per share).
Under the Scheme Rules awards may be settled through the issue of new shares, release of treasury shares or using shares purchased 
in the market.
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
34. Share-based awards continued
Special Equity Award Plan
The Special Equity Award Plan (‘SEAP’) is for eligible employees. The Executive Directors are not eligible for awards under this plan. 
Awards are made to eligible employees based on the recommendation of the Chief Executive Officer and subject to approval by the 
Remuneration Committee. Awards are subject to the completion of service conditions and the fulfilment of other conduct requirements 
and vest three years from the date of grant. The fair value of the shares equates to the monetary value of the awards at grant date and 
includes the value of expected dividends that will accrue to the beneficiaries. The weighted average grant date fair value for awards 
granted in 2024 was 222.05p per share (2023: 170.26p per share).
2024 
No.
2023
No.
Outstanding as at 1 January
7,566,395
7,446,203
Granted
1,439,028
1,207,008
Forfeited
(125,488)
(205,133)
Settled
(1,945,231)
(881,683)
Outstanding as at 31 December
6,934,704
7,566,395
Awards may be settled through the issue of new shares, release of treasury shares or using shares purchased in the market.
Save As You Earn share option plan
The Group has four Save As You Earn (‘SAYE’) share option plans in operation as at 31 December 2024. Eligible employees can save up 
to £500 per month with the option to use the savings to acquire shares. Options are exercisable within six months following the third 
anniversary of the commencement of a three-year savings contract, or in the case of redundancy, injury, disability or retirement, a reduced 
number of options are exercisable within six months of ceasing employment.
The exercise price of the award granted in 2024 was 180.26p and was set at a 20% discount to the market value immediately preceding 
the date of invitation. The exercise price per share of awards granted in prior years were 2023: 141.44p, 2022: 119.97p and 2021: 192.94p 
with all being set at a 20% discount to the market value immediately preceding the date of invitation. 
The fair values of share options are calculated using a Black-Scholes model. The 2024 grant has a 47.0p fair value, based on the share price 
at the date of the grant of 211.0p, estimated volatility of 35%, estimated dividend yield of 6.97% and a risk free rate of 4.49%. 
2024
No. of options
WAEP¹
£
Outstanding as at 1 January
7,548,639
1.2822
Granted
1,067,808
1.8026
Forfeited
(168,994)
1.3125
Cancelled
(256,222)
1.5356
Expired
(46,181)
1.4355
Exercised
(495,505)
1.8140
Outstanding as at 31 December
7,649,545
1.3103
Exercisable options as at 31 December
65,229
1.2507
2023
No. of options
WAEP¹
(restated)2
£
Outstanding as at 1 January
7,803,650
1.2752
Granted
1,360,340
1.4144
Forfeited
(291,456)
1.3471
Cancelled
(1,196,085)
1.3779
Expired
(54,625)
1.2495
Exercised
(73,185)
1.1997
Outstanding as at 31 December
7,548,639
1.2822
Exercisable options as at 31 December
93,672
1.3450
1	
Weighted average exercise price.
2	
Restated to reflect corrections calculated WAEP prices. 
Under the Scheme Rules awards may be settled through the issue of new shares, release of treasury shares or using shares purchased 
in the market. The weighted average share price at the date of exercise was 224.22p per share (2023: 173.37p per share).
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
200
201
Financial statements

34. Share-based awards continued
Global Equity Linked Plan
The Global Equity Linked Plan is for eligible brokers. In April 2024 the Plan was replaced by the Global Equity Plan, an equity settled plan 
discussed below. Awards outstanding at April 2024 were exchanged for new awards under the Global Equity Plan. Under the Global Equity 
Linked Plan eligible brokers with performance bonuses and initial contract payments in excess of agreed financial values received a 
proportion of their payment in deferred shares. The deferred shares were settled in cash by reference to the TP ICAP Group plc share price 
at vesting and were subject to the completion of service conditions of between three to five years, and the fulfilment of other conduct 
requirements. The fair value of the shares equates to the monetary value of the awards at grant date and includes the value of dividends 
that will accrue to the beneficiaries. No awards were granted in 2024. The weighted average grant date fair value for awards granted in 
2023 was 172.47p per share. 
2024 
No.
2023
No.
Outstanding at the beginning of the year
15,487,576
8,567,641
Granted during the year
–
9,378,457
Forfeited during the year
(13,093)
(95,227)
Settled during the year
(2,560,746)
(2,363,295)
Cancelled/exchanged
(12,913,737)
–
Outstanding at the end of the year
–
15,487,576
Under the Scheme Rules awards were cash settled on vesting.
The cancellation of the Global Equity Linked Plan awards and their replacement with matching Global Equity Plan awards has been 
accounted for as a modification in accordance with IFRS 2 ‘Share based payments’. The liability held in respect of the Global Equity Linked 
Plan awards at the time of the modification has been transferred to equity, resulting in a credit to Retained Earnings of £18m. As there 
were no differences between the fair values of the awards when modified no additional charge to the Income Statement has been 
recorded.
Global Equity Plan
The Global Equity Plan is for eligible brokers, and replaced the Global Equity Linked Plan. Under the Global Equity Plan, eligible brokers 
with performance bonuses and initial contract payments in excess of agreed financial values receive a proportion of their payment in 
deferred shares. Awards are subject to the completion of service conditions of between three to five years, and the fulfilment of other 
conduct requirements. The fair value of the shares equates to the monetary value of the awards at grant date and includes the value of 
dividends that will accrue to the beneficiaries. The weighted average grant date fair value for awards granted in 2024 was 227.50p  
per share.
2024 
No.
Outstanding at the beginning of the year
–
Granted during the year
8,628,045
Granted/exchanged
12,913,737
Forfeited during the year
(12,542)
Settled during the year
(3,184,208)
Outstanding at the end of the year
18,345,032
Awards can be settled through the release of treasury shares or using shares purchased in the market.
Share-based payment expense
Amounts charged to the Income Statement
2024
£m
2023
£m
Charge arising from the Deferred Bonus Plan
11
8
Charge arising from the Long Term Incentive Plan
1
1
Charge arising from the Special Equity Award Plan
3
4
Charge arising from the Restricted Share Plan
2
3
Charge arising from the SAYE Plan
1
1
Charge arising from the Global Equity Plan
15
–
Total for equity settled awards
33
17
Charge arising from the Global Equity Linked Plan
6
17
39
34
Amounts recognised in Equity
2024
£m
2023
£m
Credit arising on equity settled share-based awards
33
17
Credit arising on the exchange of cash to equity settled share-based awards
18
–
51
17
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
35. Acquisitions
Analysis of deferred consideration in respect of acquisitions
Certain acquisitions made by the Group are satisfied in part by deferred consideration, comprising contingent and non-contingent 
amounts, depending on the terms of each acquisition. The amount of contingent consideration payable is dependent upon the 
performance of each acquisition relative to the performance conditions applicable to that acquisition.
Deferred consideration payment made during the year relates to the Liquidnet acquisition.
2024 
£m
2023
£m
At 1 January
51
56
Adjustments to deferred consideration charged to administrative expenses
–
(3)
Adjustments to deferred consideration charged to finance costs
(1)
(1)
Cash-settled
(50)
(1)
At 31 December
–
51
Amounts falling due within one year
–
51
Amounts falling due after one year
–
–
At 31 December
–
51
36. Reconciliation of operating result to net cash flow from operating activities
2024  
£m
2023
restated¹
£m
Profit before tax
214
96
Add back: finance costs
64
63
Deduct: finance income
(42)
(34)
Earnings before interest and tax (‘EBIT’)
236
125
Adjustments for:
– Share-based payment charge
33
17
– Depreciation of property, plant and equipment
19
22
– Impairment of property, plant and equipment
1
5
– Depreciation of right-of-use assets
23
23
– Impairment of right-of-use assets
5
6
– Amortisation of intangible assets
30
28
– Impairment of intangible assets
2
–
– Amortisation of intangible assets arising on consolidation
42
44
– Impairment of intangible assets arising on consolidation
–
39
– Impairment of goodwill
–
47
– Remeasurement of deferred consideration
–
(2)
– Fair value adjustment to investment in property
9
–
– Gain on remeasurement on finance lease liabilities
(12)
–
Net operating cash flow before movement in working capital
388
354
(Increase)/decrease in trade and other receivables
(13)
69
Decrease/(increase) in net Matched Principal related balances
46
(20)
Increase in net balances with Clearing Organisations 
10
–
(Increase) in net stock lending balances
(38)
(4)
Increase in trade and other payables
69
33
Increase in provisions
5
6
Cash flow from operating activities
467
438
1	
2023 balances have been restated to reflect the change in presentation as set out in Note 2(d).
	
> ‘Finance costs’ and ‘Earnings before interest and tax’ have reduced by £3m.
	
> the previously reported ‘adjustment for the unrealised exchange gain on Vendor Loan Notes’ of £2m has been reclassified to financing and no longer appears as an add 
back to operating activities.
	
> ‘Remeasurement of deferred consideration’ has been reduced by £1m with the unrealised exchange gain reclassified to financing.
	
There has been no change to ‘Net operating cash flow before movement in working capital’ or to ‘Net cash flow from operating activities’.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
202
203
Financial statements

37. Analysis of net funds/(debt) including lease liabilities
At 
1 January 
£m
Cash items
£m
Non-cash 
items 
£m
Exchange  
rate 
movements
£m
At 
31 December
£m
2024
Cash and cash equivalents
1,029
38
–
1
1,068
Overdrafts
(10)
8
–
–
(2)
 
1,019
46
–
1
1,066
Financial investments
189
(24)
–
(5)
160
Sterling Notes January 2024
(37)
37¹
–
–
–
Sterling Notes May 2026
(250)
13²
(14)
–
(251)
Sterling Notes November 2028
(249)
7²
(7)
–
(249)
Sterling Notes April 2030
(251)
20²
(20)
–
(251)
Liquidnet Vendor Loan Notes
(40)
39³
–
1
–
Total debt excluding lease liabilities
(827)
116
(41)
1
(751)
Lease liabilities
(251)
42⁴
(11)
(1)
(221)
Total financing liabilities
(1,078)
158
(52)
–
(972)
Net (debt)/funds
130
180
(52)
(4)
254
At 
1 January 
£m
Cash items
£m
Non-cash 
items 
£m
Exchange  
rate 
movements
£m
At 
31 December
£m
2023
Cash and cash equivalents
888
181
–
(40)
1,029
Overdrafts
–
(10)
–
–
(10)
 
888
171
–
(40)
1,019
Financial investments
174
19
–
(4)
189
Sterling Notes January 2024
(253)
220
(4)
–
(37)
Sterling Notes May 2026
(250)
13
(13)
–
(250)
Sterling Notes November 2028
(248)
7
(8)
–
(249)
Sterling Notes April 2030
–
(237)
(14)
–
(251)
Liquidnet Vendor Loan Notes
(43)
1
–
2
(40)
Total debt excluding lease liabilities
(794)
4
(39)
2
(827)
Lease liabilities
(279)
45
(27)
10
(251)
Total financing liabilities
(1,073)
49
(66)
12
(1,078)
Net (debt)/funds
(11)
239
(66)
(32)
130
1	
Cash flow relates to principal repaid of £37m reported as cash flow from financing activities.
2	
Relates to interest paid reported as a cash outflow from operating activities.
3 	 Cash flow relates to the repayment of the Liquidnet Vendor Loan Notes reported as cash flow from financing activities.
4 	 Relates to interest paid of £15m (2023: £16m) reported as cash outflow from operating activities and principal paid of £27m (2023: £29m) reported as a cash outflow from 
financing activities. 
The signage of cash items will vary depending on whether they are classified as assets or liabilities. A cash inflow for an asset is recorded 
with a positive sign (cash outflow: negative sign). Conversely, cash inflow for a liability is recorded with a negative sign (cash outflow: 
positive sign).
Cash and cash equivalents comprise cash at bank and other short-term highly liquid investments with an original maturity of three 
months or less. As at 31 December 2024 cash and cash equivalents, net of overdrafts, amounted to £1,066m (2023: £1,019m) of which 
£176m (2023: £105m) represents amounts subject to restrictions and are not readily available to be used for other purposes within the 
Group. Cash at bank earns interest at floating rates based on daily bank deposit rates. Short-term deposits are made for varying periods 
of between one day and three months depending on the immediate cash requirements of the Group, and earn interest at the respective 
short-term deposit rates.
Financial investments comprise liquid short-term government securities and term deposits held with banks and clearing organisations.
Non-cash items represent interest expense, the amortisation of debt issue costs and recognition/derecognition of lease liabilities.
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
38. Contingent liabilities
Labour claims – ICAP Brazil
ICAP do Brasil Corretora De Títulos e Valores Mobiliários Ltda (‘ICAP Brazil’) is a defendant in 4 (31 December 2023: 7) pending lawsuits 
filed in the Brazilian Labour Court by persons formerly associated with ICAP Brazil seeking damages under various statutory labour rights 
accorded to employees and in relation to various other claims including wrongful termination, breach of contract and harassment 
(together the ‘Labour Claims’). The Group estimates the maximum potential aggregate exposure in relation to the Labour Claims, 
including any potential social security tax liability, to be BRL 3.6m (£0.5m) (31 December 2023: BRL 39.0m (£6.4m)). The Group is the 
beneficiary of an indemnity from NEX in relation to any liabilities in respect of one of the 4 Labour Claims insofar as they relate to periods 
prior to completion of the Group’s acquisition of ICAP Global Broking Business. The Labour Claims are at similar and final stages of their 
respective proceedings and are pending the court’s decision on appeal. The Group intends to contest liability in each of these matters and 
to vigorously defend itself. It is not practicable at present to provide a reliable estimate of any potential financial impact on the Group.
Flow case – Tullett Prebon Brazil
In December 2012, Flow Participações Ltda and Brasil Plural Corretora de Câmbio, Títulos e Valores (‘Flow’) initiated a lawsuit against 
Tullett Prebon Brasil Corretora de Valores e Câmbio Ltda. and Tullett Prebon Holdings do Brasil Ltda alleging that the defendants have 
committed a series of unfair competition misconducts, such as the recruitment of Flow’s former employees, the illegal obtainment and use 
of systems and software developed by the plaintiffs, as well as the transfer of technology and confidential information from Flow and the 
collusion to do so in order to increase profits from economic activities. The amount currently claimed is BRL 435m (£56.2m) (31 December 
2023: BRL 400m (£64.1m)). The Group intends to vigorously defend itself but there is no certainty as to the outcome of these claims. 
Currently, the case is in an early expert testimony phase. It is not practicable at present to provide a reliable estimate of any potential 
financial impact on the Group.
LIBOR Class actions
The Group is currently defending the following LIBOR related actions:
(i) Stichting LIBOR Class Action
On 15 December 2017, the Stichting Elco Foundation, a Netherlands-based claim foundation, filed a writ initiating litigation in the Dutch 
court in Amsterdam on behalf of institutional investors against ICAP Europe Limited (‘IEL’), ICAP plc, Cooperative Rabobank U.A., UBS AG, 
UBS Securities Japan Co. Ltd, Lloyds Banking Group plc, and Lloyds Bank plc. The litigation alleges manipulation by the defendants of the 
JPY LIBOR, GBP LIBOR, CHF LIBOR, USD LIBOR, EURIBOR, TIBOR, SOR, BBSW and HIBOR benchmark rates, and seeks a declaratory 
judgment that the defendants acted unlawfully and conspired to engage in improper manipulation of benchmarks. If the plaintiffs succeed 
in the action, the defendants would be responsible for paying costs of the litigation, but each allegedly impacted investor would need to 
prove its own actual damages. It is not possible at this time to determine the final outcome of this litigation, but IEL has factual and legal 
defences to the claims and intends to defend the lawsuit vigorously. A hearing took place on 18 June 2019 on Defendants motions to 
dismiss the proceedings. On 14 August 2019 the Dutch Court issued a ruling dismissing ICAP plc (now NEX Group Plc) from the case entirely 
but keeping certain claims against IEL relating solely to JPY LIBOR. On 9 December 2020, the Dutch Court issued a final judgment 
dismissing the Foundation’s claims in their entirety. In March 2024, the Appellate Court reinstated the majority of the claims that the lower 
Court had dismissed. In April 2024, defendants filed an application for an immediate appeal of the Appellate Court’s decision to the 
Dutch Supreme Court. This application remains pending decision. The Group is covered by an indemnity from NEX (ICAP Plc’s successor) in 
relation to any outflow in respect of the ICAP entities with regard to these matters. It is not practicable to estimate any potential financial 
impact in respect of this matter at this time.
(ii) Euribor Class Action
On 13 August 2015, ICAP Europe Limited, along with ICAP plc, was named as a defendant in a Fourth Amended Class Action Complaint 
filed in the United States District Court by lead plaintiff Stephen Sullivan asserting claims of Euribor manipulation. Defendants briefed 
motions to dismiss for failure to state a claim and lack of jurisdiction, which were fully submitted as of 23 December 2015. On 21 February 
2017, the Court issued a decision dismissing a number of foreign defendants, including the ICAP Europe Limited and NEX International plc 
(previously ICAP plc now NEX International Limited), out of the lawsuit on the grounds of lack of personal jurisdiction. Because the action 
continued as to other defendants, the dismissal decision for lack of personal jurisdiction has not yet been appealed. However, the plaintiffs 
announced on 21 November 2017 that they had reached a settlement with the two remaining defendants in the case. As a part of their 
settlement, the two bank defendants have agreed to turn over materials to the plaintiffs that may be probative of personal jurisdiction 
over the previously dismissed foreign defendants. The remaining claims in the litigation were resolved by a settlement which the Court 
gave final approval to on 17 May 2019. Plaintiffs filed a notice of appeal on 14 June 2019, appealing the prior decisions on the motion to 
dismiss and the denial of leave to amend. Defendants filed a cross-notice of appeal on 28 June 2019 appealing aspects of the Court’s prior 
rulings on the motion to dismiss that were decided in the Plaintiffs’ favour. These appeals have been stayed since August 2019 pending a 
ruling in an unrelated appellate matter involving similar issues. In December 2021, the unrelated appeal was decided and the stay of the 
appeal and cross appeal was lifted and commencing in May 2022 a briefing schedule was implemented. The motions have been fully 
briefed but the appeal and cross appeal are not anticipated to be ruled upon until sometime in 2025 or later. It is not practicable to predict 
the ultimate outcome of this action or to provide an estimate of any potential financial impact. The Group is covered by an indemnity from 
NEX in relation to any outflow in respect of the ICAP entities with regard to these matters.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
204
205
Financial statements

38. Contingent liabilities continued 
ICAP Securities Limited, Frankfurt branch – Frankfurt Attorney General administrative proceedings 
On 19 December 2018, ICAP Securities Limited, Frankfurt branch (‘ISL’) (now TP ICAP Markets Limited) was notified by the Attorney 
General’s office in Frankfurt notifying ISL that it had commenced administrative proceedings against ISL and criminal proceedings against 
former employees and a former director of ISL, in respect of aiding and abetting tax evasion by Rafael Roth Financial Enterprises GmbH 
(‘RRFE’). It is possible that a corporate administrative fine may be imposed on ISL and earnings derived from the criminal offence 
confiscated. ISL has appointed external counsel and is in the process of investigating the activities of the relevant desk from 2006-2009 
and is engaging with the Frankfurt prosecutor’s requests. This investigation is complicated as the majority of relevant records are held by 
NEX and NEX failed to disclose its engagement with the relevant authorities prior to the sale of ICAP to Tullett Prebon in 2016. The Group 
issued proceedings against NEX in respect of breach of warranties under the sale and purchase agreement in connection with the IGBB 
acquisition in relation to these matters. The claim against NEX has been settled on confidential terms. Since the Frankfurt proceedings are 
at an early stage, details of the alleged wrongdoing or case against ISL are not yet available, and it is not practicable at present to provide 
a reliable estimate of any potential financial impact on the Group.
ICAP Securities Limited and The Link Asset and Securities Company Limited – Proceedings by the Cologne Public Prosecutor
On 11 May 2020, TP ICAP learned that proceedings have been commenced by the Cologne Public prosecutor against ICAP Securities 
Limited (‘ISL’) (now TP ICAP Markets Limited) and The Link Asset and Securities Company Ltd (‘Link’) in connection with criminal 
investigations into individuals suspected of aiding and abetting tax evasion between 2004 and 2012 relating to certain so called ‘cum ex’ 
transactions. It is possible that the Cologne Public Prosecutor may seek to impose an administrative fine against ISL or Link and confiscate 
the earnings that ISL or Link allegedly derived from the underlying alleged criminal conduct by the relevant individuals. ISL and Link have 
appointed external lawyers to advise them. The Group issued proceedings against NEX in respect of breach of warranties under the sale 
and purchase agreement in connection with the IGBB acquisition in relation to these matters. The claim against NEX has been settled on 
confidential terms. Since the Cologne proceedings are at an early stage, details of the alleged wrongdoing or case against ISL and Link are 
not yet available, and it is not practicable at present to provide a reliable estimate of any potential financial impact on the Group.
Portigon AG and others v. TP ICAP Markets Limited and others
TP ICAP plc (now TP ICAP Finance plc) is a defendant in an action filed by Portigon AG in July 2021 in the Supreme Court of the State of 
New York County of Nassau alleging losses relating to certain so called ‘cum ex’ transactions allegedly arranged by the Group between 
2005 and 2007. In June 2022, the Court dismissed the action for lack of personal jurisdiction. In July 2022, the plaintiffs filed a motion with 
the Court for reconsideration as well as a notice of appeal. The plaintiff’s motion for reconsideration was denied and the plaintiffs have 
appealed the dismissal of its claims. Portigon’s appeal has been fully briefed and the parties are awaiting a date for oral argument from 
the court some time in 2025. The Group intends to contest liability in the matter and to vigorously defend itself. It is not practicable to 
predict the ultimate outcome of this action or to provide an estimate of any potential financial impact. The Group issued proceedings 
against NEX in respect of breach of warranties under the sale and purchase agreement in connection with the IGBB acquisition in relation 
to these matters. The claim against NEX has been settled on confidential terms.
MM Warburg & CO (AG & Co.) KGaA and others v. TP ICAP Markets Limited, The Link Asset and Securities Company Limited and others
TP ICAP Markets Limited (‘TPIM’) and Link are defendants in a claim filed in Hamburg by Warburg on 31 December 2020, but which only 
reached TPIM and Link on 26 October 2021. The claim relates to certain German ‘cum-ex’ transactions that took place between 2007 and 
2011. In relation to those transactions Warburg has refunded EUR 185 million to the German tax authorities and is subject to a criminal 
confiscation order of EUR 176.5 million. It has also been ordered to repay a further EUR 60.8 million to the German tax authorities and is 
subject to a related civil claim for EUR 48.8 million. Warburg’s claims are based primarily on joint and several liability (Warburg having 
now dropped claims initially advanced in tort and most of the claims initially advanced in contract). TPIM/Link filed their defence in April 
2022 and received Warburg’s reply to the defence in September 2022. TPIM/Link filed their rejoinder in response to Warburg’s reply to 
TPIM/Link’s defence on 6 December 2023. A hearing took place on 13 May 2024 with submissions filed in July 2024. On 30 October 2024, 
the Hamburg Court issued a non-binding final notice giving preliminary views on the claim with further submissions prior to a hearing held 
in January 2025. The Court issued a partial judgment on 5 March 2025 dismissing certain claims and deciding certain matters. It 
postponed judgment on certain other matters. As the outcome remains uncertain and cannot be reliably estimated, the Group has not 
recognised a provision at this time. Due to the level of uncertainty, it is not practicable to estimate any potential financial impact in 
respect of this matter. 
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
38. Contingent liabilities continued 
General note
The Group operates in a wide variety of jurisdictions around the world and uncertainties therefore exist with respect to the interpretation 
of complex regulatory, corporate and tax laws and practices of those territories. Accordingly, and as part of its normal course of business, 
the Group is required to provide information to various authorities as part of informal and formal enquiries, investigations or market reviews. 
From time to time the Group’s subsidiaries are engaged in litigation in relation to a variety of matters. The Group’s reputation may also be 
damaged by any involvement or the involvement of any of its employees or former employees in any regulatory investigation and by any 
allegations or findings, even where the associated fine or penalty is not material.
Save as outlined above in respect of legal matters or disputes for which a provision has not been made, notwithstanding the uncertainties 
that are inherent in the outcome of such matters, currently there are no individual matters which are considered to pose a significant risk of 
material adverse financial impact on the Group’s results or net assets.
The Group establishes provisions for taxes other than current and deferred income taxes, based upon various factors which are continually 
evaluated, if there is a present obligation as a result of past events, it is probable that an outflow of resources embodying economic benefits 
will be required to settle the obligation and a reliable estimate of the amount of the obligation can be made.
In the normal course of business, certain of the Group’s subsidiaries enter into guarantees and indemnities to cover trading arrangements 
and/or the use of third-party services or software.
The Group is party to numerous contractual arrangements with its suppliers some of which, in the normal course of business, may become 
subject to dispute over a party’s compliance with the terms of the arrangement. Such disputes tend to be resolved through commercial 
negotiations but may ultimately result in legal action by either or both parties.
39. Retirement benefits
(a) Defined benefit schemes
The Group operates a small number of non-UK defined benefit schemes which are not significant in the context of the Group. The Group’s 
UK defined benefit pension scheme was wound up during 2023.
Balance sheet
2024
£m
2023
£m
Overseas schemes – retirement benefit assets
2
3
Overseas schemes – retirement benefit obligations
(3)
(4)
Other comprehensive income
2024 
£m
2023
£m
UK Scheme
–
46
Overseas schemes
–
–
(b) UK defined benefit scheme
The Group’s UK defined benefit pension scheme, the Tullett Prebon Pension Scheme (the ‘Scheme’) was wound up in 2023. The Trustee 
repaid a net £30m to the Group, representing £46m of remaining Scheme assets less applicable taxes at 35%, amounting to £16m. The 
Trustee’s settlement of the Scheme’s liabilities and agreement to repay the surplus removed the IFRIC 14 asset ceiling with the changes 
reported in Other Comprehensive Income. 
The repayment in 2023 was classified as a cash inflow from investing activities as, in accordance with IAS 7, the Group consider this to be 
the disposal of a long-term asset that was not included in cash equivalents. As part of this analysis, the Group recognised that it had not 
made cash contributions since the Scheme had been in surplus, with actuarial gains instead giving rise to the surplus recognised as an 
asset. Additionally, while cash was received directly from the Trustee following the buy-out, the Group considers the classification should be 
consistent with that were the Group to have received the remaining underlying investments and disposed of them. 
The amounts included in the balance sheet in respect of the Scheme were as follows:
2023
Scheme 
assets
£m 
Asset 
ceiling 
£m
Group
balance 
sheet
£m
At 1 January
45
(45)
–
Deemed interest income (recognised in the income statement)
1
(1)
–
Release of asset ceiling (credit to Other Comprehensive Income)
–
46
46
Repayment of Scheme surplus
(46)
–
(46)
31 December
–
–
–
(c) Defined contribution pensions
The Group operates a number of defined contribution schemes for qualifying employees. The assets of these schemes are held separately 
from those of the Group.
The defined contribution pension cost for the Group charged to administrative expenses was £18m (2023: £17m), of which £10m 
(2023: £9m) related to overseas schemes.
As at 31 December 2024, there was less than £1m outstanding in respect of the current reporting year that had not been paid over to the 
schemes (2023: less than £1m).
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
206
207
Financial statements

40. Related party transactions
Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are not 
disclosed in this Note.
The total amounts owed to and from associates at 31 December 2024 also represent the value of transactions during the year. The highest 
value of amounts owed by Associates in the year was £4m (2023: £4m). Brokerage services to joint ventures during 2024 were £5m  
(2023: £5m).
The total amounts owed to and from related parties at 31 December 2024 are set out below: 
Amounts owed by  
related parties
Amounts owed to  
related parties
2024
£m
2023
£m
2024
£m
2023
£m
Associates
4
4
–
–
Joint ventures
–
–
(3)
(3)
The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. No provisions have been 
made for doubtful debts in respect of the amounts owed by related parties.
Directors
Costs in respect of the Directors who were the key management personnel of the Group during the year are set out below in aggregate for 
each of the categories specified in IAS 24 ‘Related Party Disclosures’. Further information about the individual Directors is provided in the 
audited part of the Report on Directors’ Remuneration on pages 129 to 139. 
2024
£m
2023
(restated)
£m
Short-term benefits¹
5
4
Share-based payments²
3
4
Social security costs
1
1
9
9
1	
Excludes deferred short-term incentives. 
2	
Reflects share-based payment expenses charged to the Income Statement. 
3	
The other categories under IAS 24 paragraph 17 are not material to the Group. 
41. Principal subsidiaries
At 31 December 2024, the following companies were the Group’s principal subsidiary undertakings. A full list of the Group’s undertakings, 
the country of incorporation and the Group’s effective percentage of equity owned is set out in the listing on pages 211 to 215. All subsidiaries 
are involved in broking or information sales activities and have a 31 December year end.
Country of incorporation and operation
Principal subsidiary undertakings
Issued ordinary  
shares, all voting 
Brazil
Tullett Prebon Brasil Corretora de Valores e Cambio Ltda
100%
England
ICAP Global Derivatives Limited
100%
ICAP Information Services Limited
100%
TP ICAP Broking Limited
100%
TP ICAP Markets Limited
100%
TP ICAP E&C Limited
100%
TP ICAP Group Services Limited
100%
Liquidnet Europe Limited
100%
France
TP ICAP (Europe) S.A.
100%
Guernsey (operating in England)
Tullett Prebon Information Limited 
100%
Hong Kong
Tullett Prebon (Hong Kong) Limited 
100%
Liquidnet Asia Limited
100%
Japan
Tullett Prebon (Japan) Limited
80%
Singapore
ICAP (Singapore) Pte Limited
100%
Tullett Prebon Energy (Singapore) Pte Ltd
100%
Tullett Prebon (Singapore) Limited 
100%
United Arab Emirates
TP ICAP (Dubai) Limited
100%
United States
TP ICAP Global Markets Americas LLC
100%
ICAP Energy LLC
100%
ICAP Information Services Inc.
100%
Tullett Prebon Information Inc
100%
Liquidnet Holdings Inc.
100%
Liquidnet Inc.
100%
As at 31 December 2024, £18m (2023: £17m) is due to non-controlling interests relating to those subsidiaries that are not wholly owned. 
Movements in non-controlling interests are set out in Note 31(c). No individual non-controlling interest is material to the Group. There are 
no significant restrictions on the ability of the Group to access or use assets and settle liabilities relating to these subsidiaries.
Notes to the Consolidated Financial Statements continued
for the year ended 31 December 2024
TP ICAP Group plc shareholder information
Financial calendar
TP ICAP Group plc Preliminary Results
11 March 2025
Ex-dividend date for final dividend
10 April 2025
Record date for final dividend
11 April 2025
Final date for Dividend Reinvestment Plan election
1 May 2025
Annual General Meeting (‘AGM’)
14 May 2025 at 2.15pm BST
Final dividend payment date (if dividend approved at AGM) 
23 May 2025
Dividends
A final dividend of 11.3p per ordinary share will be recommended to shareholders at the 2025 AGM.
Dividend mandate
Dividend payments are only made electronically. You will need to provide bank account details in order that payment can be made to you. 
  
UK shareholders: You can register your bank account details for the payment of dividends via the Signal Shares shareholder portal  
https://www.signalshares.com or by contacting Link Group. 
  
Non-UK shareholders: If you are resident outside the UK you may be able to have dividends in excess of £10 paid into your bank account 
directly via the Link Group international payments service. Details and terms and conditions may be viewed at https://ww2.linkgroup.eu/
ips. If your jurisdiction is not covered by the international payments service please contact Link Group to discuss the payment options 
available. 
The Company has in place a facility for payments to be made via CREST.
Dividend Reinvestment Plan (‘DRIP’)
The Company offers a DRIP, where your dividend can be reinvested in further TP ICAP Group plc shares through a specially arranged share 
dealing service. For further information contact Link Group whose contact details are set out below.
Shareholder information on the internet
The Company maintains an investor relations page on its website, www.tpicap.com, which allows access to both current and historic share 
price information, Directors’ biographies, copies of Company reports, selected press releases and other useful investor information.
Signal Shares shareholder portal
The Signal Shares shareholder portal, https://www.signalshares.com, is an online service, provided by MUFG Corporate Markets, enabling 
you to quickly and easily access and maintain your shareholding online – reducing the need for paperwork and providing 24-hour access to 
your shareholding details. Through the shareholder portal you can:
	> View your holding balance and movements, and get an indicative valuation;
	> View your dividend payments and provide bank mandate instructions so that dividends can be paid directly to your bank account;
	> Update your address;
	> Cast your proxy vote on resolutions put to the Annual General Meeting;
	> Elect to receive shareholder communications electronically; and
	> Access a wide range of shareholder information and services including the ability to download shareholder forms.
Registrar
MUFG Corporate Markets act as the Company’s registrars. As such, administrative queries regarding your shareholding (including 
notifying a change of name or address, queries regarding dividend payments and the DRIP scheme, etc) are best directed to MUFG 
Corporate Markets, who can be contacted at:
MUFG Corporate Markets
Central Square
29 Wellington Street
Leeds
LS1 4DL
United Kingdom
Email: shareholderenquiries@cm.mpms.mufg.com
Telephone: 0371 664 0300¹
1	
Calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable International rate. 
Lines are open 9.00am – 5.30pm, Monday to Friday excluding public holidays in England and Wales.
Many of our shareholders find that the easiest way to manage their shareholdings is online, using the free, simple and secure 
service provided by the Company’s registrar, MUFG Corporate Markets. To access and maintain your shareholding online, please register 
at www.signalshares.com.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
208
209
Financial statements

Group undertakings 
Details of the Group’s subsidiaries, which have been consolidated into the Group’s results, and details of investments in associates are 
provided below. Unless otherwise stated, the undertakings below are wholly owned and the Group interest represents both the percentage 
held and voting rights, which are indirectly held by the Company.
Company name
Country of 
incorporation
Interest
Registered office address
ICAP Brokers Pty Limited
Australia
Level 27, 9 Castlereagh Street, Sydney, New South Wales, 2000, 
Australia
ICAP Futures (Australia) Pty Ltd
Australia
Level 27, 9 Castlereagh Street, Sydney, New South Wales, 2000, 
Australia
Liquidnet Australia Pty Ltd
Australia
Suite 2, Level 29, 9 Castlereagh Street, Sydney NSW 2000 Australia
TP ICAP Management Services 
(Australia) Pty Limited 
Australia
Level 27, 9 Castlereagh Street, Sydney, New South Wales, 2000, 
Australia
Tullett Prebon (Australia) Pty Limited
Australia
Level 29, 9 Castlereagh Street, Sydney, New South Wales, 2000, 
Australia
PVM Data Services GmbH
Austria
Euro Plaza – Building G, Am Euro Platz 2, 1120 Vienna, Austria
ICAP (Middle East) W.L.L.
Bahrain
49%
PO Box 5488, 43rd Floor, 4301, West Tower, Bahrain Financial 
Harbour, Bahrain
Tullett Liberty (Bahrain) Co. W.L.L.
Bahrain
82.70%
PO Box 20526, Flat No.11, Building 104, 383 Road 2831, Manama 316, 
Bahrain
Liquidnet Bermuda Limited
Bermuda
Park Place, 55 Par-la-Ville Road, Hamilton HM11, Bermuda
PVM Oil Associates Ltd
Bermuda
Coson Corporate Services Limited, Cedar House, 3rd Floor, 41 Cedar 
Avenue, Hamilton HM12, Bermuda
ICAP do Brasil Corretora de Títulos e 
Valores Mobiliários Ltda 
Brazil
Avenida das Américas, 3.500, Ed. Londres, 2º andar, Barra da Tijuca, 
Rio de Janeiro-RJ, CEP 22640-102, Brazil
Tullett Prebon Brasil Corretora de 
Valores e Câmbio Ltda.
Brazil
Rua São Tomé, 86, 21º andar, Vila Olímpia, São Paulo-SP, CEP 
04551-030, Brazil
Tullett Prebon Holdings Do Brasil 
Ltda.
Brazil
Rua São Tomé, 86, 21º andar, Vila Olímpia, São Paulo-SP, CEP 
04551-030, Brazil
Catrex Limited
British Virgin 
Islands
Vistra Corporate Services Centre, Wickhams Cay II, Road Town, 
Tortola, VG1110, British Virgin Islands 
LCM D Limited
British Virgin 
Islands
Citco B.V.I Limited, Fleming House, Wickhams Cay, PO Box 662, Road 
Town, Tortola, British Virgin Islands
Liquidnet Canada Inc.
Canada
Crease Harman LLP – 800-1070 Douglas Street, Victoria BC V8W 
Canada
Tullett Prebon Canada Limited
Canada
1 Toronto Street, Suite 308, PO Box 20, Toronto, Ontario, M5C 2V6, 
Canada
Tullett Prebon Americas Corp., 
Toronto Branch
Operating in 
Canada
1 Toronto Street, Suite 301, PO Box 20, Toronto, Ontario, M5C 2V6, 
Canada
SIF ICAP Chile Holdings Ltda
Chile
50%
Magdalena 181 Piso 14 Las Condes, Santiago, 7550055, Chile
SIF ICAP Chile SpA
Chile
40%
Magdalena 181 Piso 14 Las Condes, Santiago, 7550055, Chile
Enmore Commodity Brokers 
(Shanghai) Co. Ltd.
China
49%
Room 720, Building 3, No. 999 Jinzhong Road, Changning District, 
Shanghai, China
ICAP Shipping (Shanghai) Co,. Ltd.
China
Room 4169, 4th Floor, No. 4 Building, No.173 Handan Road, Hongkou 
District, Shanghai, 200437, China
Tullett Prebon SITICO (China) Limited
China
33%
Room 1001, DBS Tower, No.1318, Lujiazui Ring Road, Shanghai, 
200120, China
Prebon Yamane International Limited, 
Shanghai Representative Office
Operating in 
China
Room 302, DBS Tower, No.1318, Lujiazui Ring Road, Shanghai, 
200120, China
ICAP Colombia Holdings S.A.S.
Colombia
94.24%
Km 33 Via Sopo Aposentos C-64 Municipio Sopó, Cundinamarca, 
Colombia
SET-ICAP FX S.A.
Colombia
47.94%
Carrera 11 No. 93-46 – Oficina 403, Bogotá, Colombia
SET-ICAP Securities S.A.
Colombia
47.41%
Carrera 11 No. 93-46 – Oficina 403, Bogotá, Colombia
Vega-Chi Financial Technologies 
Limited
Cyprus
35, Le Corbusier, North side, 1st Floor, 3075 Limassol, Cyprus
ICAP Scandinavia, filial af TP ICAP 
(Europe) SA, Frankrig
Operating in 
Denmark
Rentemestervej 14, Copenhagen NV, DK-2400, Denmark
ICAP del Ecuador S.A.
Ecuador
Eloy Alfaro 2515 y Catalina Aldáz, N34-189, Quito, Ecuador
TP ICAP (Europe) SA
France
42, rue Washington, 75008 Paris, France
Astley & Pearce Deutschland GmbH
Germany
Stephanstrasse 14-16, 60313 Frankfurt am Main, Germany
ICAP Ltd. & Co. oHG
Germany
Stephanstrasse 14-16, 60313 Frankfurt am Main, Germany
TP ICAP Group plc shareholder information
continued
Shareholder security
TP ICAP encourages all shareholders to be wary of any unsolicited advice, offers to buy shares at a discount or offers of free company 
annual reports. If you receive any unsolicited investment advice, whether over the telephone, through the post or by email, you should;
	> 	Make sure you note the name of the organisation and, if possible, the name of the individual contacting you.
	> 	Check they are properly authorised by the FCA by visiting https://register.fca.org.uk/ and  
www.fca.org.uk/consumers/report-scam-unauthorised-firm.
Any details of share dealing facilities that TP ICAP endorses will be included in the Company’s mailings.
Independent Auditor
PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditor
1 Embankment Place
London WC2N 6RH
United Kingdom
www.pwc.co.uk
Registered office
TP ICAP Group plc
22 Grenville Street
St Helier
Jersey
JE4 8PX
Telephone: +44 (0)1534 676720
Website: www.tpicap.com
TP ICAP Group plc is a company registered in Jersey with registered number 130617.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
210
211
Financial statements

Company name
Country of 
incorporation
Interest
Registered office address
Intermoney AP & Co. Geld-und 
Eurodepotmakler OHG
Germany
74.67%
Stephanstrasse 3, 60313 Frankfurt am Main, Germany
TP ICAP (Europe) S.A., Frankfurt 
Branch
Operating in 
Germany
Mainzer Landstrasse 1, Frankfurt, 60329, Germany
Tullett Prebon Information Limited
Guernsey, 
Operating in UK
First Floor, Le Marchant House, Le Truchot, St Peter Port, GY1 1GR, 
Guernsey
ICAP (Hong Kong) Limited
Hong Kong
20/F, One Hennessy, No. 1 Hennessy Road, Wan Chai, Hong Kong
ICAP Securities Hong Kong Limited
Hong Kong
20/F, One Hennessy, No. 1 Hennessy Road, Wan Chai, Hong Kong
Liquidnet Asia Limited
Hong Kong
Suite 2501, 25/F One Hennessy, 1 Hennessy Road, Wan Chai, Hong 
Kong
TP ICAP Management Services (Hong 
Kong) Limited
Hong Kong
21/F, One Hennessy, No. 1 Hennessy Road, Wan Chai, Hong Kong
Tullett Prebon (Hong Kong) Limited
Hong Kong
21/F, One Hennessy, No. 1 Hennessy Road, Wan Chai, Hong Kong
ICAP IL India Private Limited
India
40%
Office No. 6, 3rd Floor, C Wing, Laxmi Towers, Bandra Kurla Complex, 
Bandra (E), Mumbai, 400051, Maharashtra, India
P.T. Inti Tullett Prebon Indonesia
Indonesia
57.52%
Menara Dea, Tower II, 3rd Floor, Suite 301, Mega Kuningan area, Jalan 
Mega Kuningan Barat Kav. E4.3 No. 1-2, Jakarta 12950, Indonesia
Liquidnet EU Limited
Ireland
EY Law Ireland, Block 1, Harcourt Centre, Harcourt Street, Dublin 2, 
D02 YA40, Ireland
Louis Capital Markets Israel Limited
Israel
45 Rothschild Boulevard, 6578403 Tel-Aviv, Israel
Central Totan Securities Co. Ltd
Japan
20%
Totan Muromachi Building 5th Floor, 4-10 Nihonbashi Muromachi 
4-chome, Chuo-ku, Tokyo 103-0022 Japan
ICAP Energy (Japan) Limited
Japan
Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku, Tokyo 
107-0052, Japan
Liquidnet Japan, Inc.
Japan
Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku, Tokyo 
107-0052, Japan
Totan ICAP Co., Ltd.
Japan
40%
7th Floor, Totan Muromachi Building, 4-4-10 Nihonbashi Muromachi, 
Chuo-ku, Tokyo, 103-0022, Japan
Tullett Prebon (Japan) Limited
Japan
80%
Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku, Tokyo 
107-0052, Japan
Tullett Prebon Energy (Japan) Limited
Japan
Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku, Tokyo 
107-0052, Japan
Tullett Prebon ETP (Japan) Ltd
Japan
80%
Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku, Tokyo 
107-0052, Japan
tpSEF Inc., Tokyo Branch
Operating in 
Japan
Akasaka Tameike Tower 4th Floor, 2-17-7 Akasaka Minato-ku, Tokyo 
107-0052, Japan
Parameta Solutions Holdings Limited
Jersey
22 Grenville Street, St Helier, JE4 8PX, Jersey
TP ICAP Holdings Ltd *
Jersey
22 Grenville Street, St Helier, JE4 8PX, Jersey
TP ICAP Commodities (APAC) Pte. 
Ltd. Korea Branch
Korea, Republic 
of
6th Floor, Douzone Eulji Tower, 29 Eulji-ro, Jung-gu, Seoul, Korea
Tullett Prebon Money Brokerage 
(Korea) Limited
Korea, Republic 
of
6th Floor, Douzone Eulji Tower, 29 Eulji-ro, Jung-gu, Seoul, Korea
ICAP (Malaysia) Sdn. Bhd
Malaysia
58.30%
802, 8th Floor, Block C, Kelana Square, 17 Jalan SS7/26, 47301 
Petaling Jaya, Selangor Darul Ehsan, Malaysia
ICAP Bio Organic S. de RL de CV
Mexico
50%
Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F 
Mexico, Mexico
Plataforma Mexicana de Carbono S. 
de R.L. de C.V.
Mexico
50%
Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F 
Mexico, Mexico
SIF Agro S.A. De C.V.
Mexico
50%
Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F 
Mexico, Mexico
SIF ICAP Derivados, S.A. DE C.V.
Mexico
50%
Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F 
Mexico, Mexico
SIF ICAP Servicios, S.A. de C.V.
Mexico
50%
Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F 
Mexico, Mexico
SIF ICAP, S.A. de C.V.
Mexico
50%
Paseo de la Reforma No 255, Piso 7, Colonia Cuauhtemoc, 06500 D F 
Mexico, Mexico
ICAP Holdings (Nederland) B.V.
Netherlands
Coengebouw – Suite 8.02, Kabelweg 37, Amsterdam, 1014 BA, 
Netherlands
ICAP Latin American Holdings B.V.
Netherlands
Coengebouw – Suite 8.02, Kabelweg 37, Amsterdam, 1014 BA, 
Netherlands
Group undertakings continued
Company name
Country of 
incorporation
Interest
Registered office address
iSwap Euro B.V.
Netherlands
50.10%
Vijzelstraat 68, Office 109, 1017HL Amsterdam, The Netherlands
Prebon Holdings B.V.
Netherlands
Coengebouw – Suite 8.02, Kabelweg 37, Amsterdam, 1014 BA, The 
Netherlands
ICAP Energy AS, Netherlands Branch
Operating in the 
Netherlands 
Vijzelstraat 68, Office 109, 1017HL Amsterdam, The Netherlands
TP ICAP (Europe) S.A., Netherlands 
Branch
Operating in the 
Netherlands 
Vijzelstraat 68, Office 109, 1017HL Amsterdam, The Netherlands
Aotearoa Energy Limited
New Zealand
Level 33, Office 3318, ANZ Building, 23 Albert Street, Auckland, 1010, 
New Zealand
ICAP New Zealand Limited
New Zealand
Level 12, 36 Customhouse Quay, Wellington, 6000, New Zealand
ICAP African Brokers Limited
Nigeria
66.30% Plot 1679, 4th Floor, African Re-Insurance Building, Karimu Kotun 
Street, Victoria Island, Lagos State, Nigeria
ICAP Energy AS
Norway
Fantoftvegen 2, Bergen, 5072 Bergen, Norway
TP ICAP (Europe) S.A., Norway Branch
Operating in 
Norway
Fantoftvegen 2, Bergen, 5072 Bergen, Norway
Datos Técnicos, S.A.
Peru
50%
Pasaje Acuña 106 – Lima, Peru
ICAP Management Services Limited, 
Philippine Branch
Operating in 
Philippines
14th Floor, A.T. Yuchengco Centre, 26th and 25th Sts., Bonifacio South, 
Bonifacio Global City, Fort Bonifacio, Taguig City, 1634, Philippines
ICAP Philippines Inc. (In liquidation)
Philippines
99.90%
14th Floor, A.T. Yuchengco Centre, 26th and 25th Sts., Bonifacio South, 
Bonifacio Global City, Fort Bonifacio, Taguig City, 1634, Philippines
Tullett Prebon (Philippines) Inc.
Philippines
51%
14th Floor, A.T. Yuchengco Centre, 26th and 25th Sts., Bonifacio South, 
Bonifacio Global City, Fort Bonifacio, Taguig City, 1634, Philippines
ICAP (Singapore) Pte. Ltd.
Singapore
50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
ICAP Energy (Singapore) Pte. Ltd
Singapore
50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
Liquidnet Singapore Private Limited
Singapore
50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
Noranda Investments Pte Ltd
Singapore
50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
Parameta Solutions (Singapore) Pte. 
Limited
Singapore
50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
PVM (Singapore) Pte. Ltd.
Singapore
50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
TP ICAP Commodities (APAC) Pte. 
Ltd.
Singapore
50 Raffles Place #41-00, Singapore Land Tower, 048623, Singapore
TP ICAP Management Services 
(Singapore) Pte. Ltd
Singapore
50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
Tullett Prebon (Singapore) Limited
Singapore
50 Raffles Place, #39-00, Singapore Land Tower, 048623, Singapore
Tullett Prebon Energy (Singapore) Pte. 
Ltd.
Singapore
50 Raffles Place, #41-00, Singapore Land Tower, 048623, Singapore
Garban South Africa (Pty) Limited
South Africa
66.30% 19 Impala Road, Block A GF, Chislehurston, Sandton, 2196,  
South Africa
ICAP Broking Services South Africa 
(Pty) Ltd
South Africa
66.30% 19 Impala Road, Block A GF, Chislehurston, Sandton, 2196,  
South Africa
ICAP Holdings South Africa (Pty) 
Limited
South Africa
66.30% 19 Impala Road, Block A GF, Chislehurston, Sandton, 2196,  
South Africa
ICAP Securities South Africa 
(Proprietary) Limited
South Africa
66.30% 19 Impala Road, Block A GF, Chislehurston, Sandton, 2196,  
South Africa
Tullett Prebon South Africa (Pty) 
Limited
South Africa
19 Impala Road, Block A GF, Chislehurston, Sandton, 2196,  
South Africa
ICAP Energy AS, Spain Branch
Operating in 
Spain
Avenida de la vega 1 Edificio Veganova 2 Planta 5 Oficina Este 28108  
Madrid  
TP ICAP (Europe) S.A., Madrid Branch
Operating in 
Spain
Paseo de la Castellana, 95 Torre Europa Pl 10B, 28046 Madrid, Spain
Tullett Prebon (Europe) Limited, 
Spanish Branch
Operating in 
Spain
Paseo de la Castellana, 95 Torre Europa Pl 10B, 28046 Madrid, Spain
Parameta Solutions EU, S.L.U.
Spain
Paseo de la Castellana, Edificio Torre Europa Pl 10B, Madrid, 28046, 
Spain
TP ICAP Broking Limited, Geneva 
Branch
Operating in 
Switzerland 
Quai de I’lle 13, Level 3, Geneva, CH-1204, Switzerland 
ICAP Securities Co., Ltd.
Thailand
No. 55 Wave Place Building, 13th Floor, Wireless Road, Khwaeng 
Lumpini, Khet Patumwan, Bangkok, 10330, Thailand
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
212
213
Financial statements

Company name
Country of 
incorporation
Interest
Registered office address
ICAP-AP (Thailand) Co., Ltd.
Thailand
No. 55 Wave Place Building, 13th Floor, Wireless Road, Khwaeng 
Lumpini, Khet Patumwan, Bangkok, 10330, Thailand
Nextgen Holding Co., Ltd.
Thailand
99.96%
No. 55 Wave Place Building, 13th Floor, Wireless Road, Khwaeng 
Lumpini, Khet Patumwan, Bangkok, 10330, Thailand
iSwap Euro B.V., UK Branch
Operating in UK 50.10%
135 Bishopsgate, London, EC2M 3TP, England
PVM Oil Associates Ltd, UK Branch
Operating in UK
135 Bishopsgate, London, EC2M 3TP, England
TP ICAP (Europe) S.A., UK Branch
Operating in UK
135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Global Markets Americas 
LLC, UK Branch
Operating in UK
135 Bishopsgate, London, EC2M 3TP, England
Cleverpride Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
Emsurge Limited
UK
20%
1 Garrick Close, Hersham, Walton-On-Thames, KT12 5NY, England
Exco Bierbaum AP Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
Exco Nominees Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
Garban Group Holdings Limited 
UK
135 Bishopsgate, London, EC2M 3TP, England
Garban International
UK
135 Bishopsgate, London, EC2M 3TP, England
ICAP Energy Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
ICAP Europe Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
ICAP Global Broking Finance Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
ICAP Global Derivatives Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
ICAP Holdings (Asia Pacific) Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
ICAP Holdings (UK) Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
ICAP Holdings Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
ICAP Information Services Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
ICAP Management Services Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
iSwap Euro Limited
UK
50.10%
135 Bishopsgate, London, EC2M 3TP, England
iSwap Limited
UK
50.10%
135 Bishopsgate, London, EC2M 3TP, England
LCM Europe Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
Liquidnet Europe Ltd
UK
135 Bishopsgate, London, EC2M 3TP, England
Liquidnet Technologies Europe Ltd
UK
135 Bishopsgate, London, EC2M 3TP, England
Louis Capital Markets UK LLP 
UK
135 Bishopsgate, London, EC2M 3TP, England
OTAS Technologies Holdings Ltd
UK
135 Bishopsgate, London, EC2M 3TP, England
Patshare Limited
UK
50%
135 Bishopsgate, London, EC2M 3TP, England
Prebon Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
Prebon Yamane International Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
Push Pull Technology
UK
30.63%
43-45 Dorset Street, London, W1U 7NA, England
PVM Oil Futures Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
PVM Smart Learning Limited
UK
50%
1 The Lockers, Bury Hill, Hemel Hempstead, HP1 1SR, England
The Link Asset and Securities 
Company Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Asia Pacific Holdings Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Broking Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Commodities Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
TP ICAP E&C Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
TP ICAP EMEA Investments Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Finance plc *
UK
135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Group Services Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Latin America Holdings 
Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
TP ICAP Markets Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
TP ICAP MTF Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon (No. 3) Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon Administration Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon Latin America Holdings 
Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
Tullett Prebon Pension Trustee Limited
UK
135 Bishopsgate, London, EC2M 3TP, England
Group undertakings continued
Company name
Country of 
incorporation
Interest
Registered office address
TP ICAP (Dubai) Limited
United Arab 
Emirates 
Central Park Towers, Office Tower Level 04, Units 32/33/34/35,  
P.O. Box 506787, DIFC, Dubai, United Arab Emirates
Atlas Physical Grains, LLC
US
211 E. 7th Street, Suite 620, Austin, Texas, 78701-3218, United States
Burton Taylor Consulting LLC
US
The Corporation Trust Company, 1209 Orange Street, Wilmington, 
New Castle County, DE, 19801, United States
Coex Partners Inc.
US
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Exco Noonan Pension LLC
US
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
First Brokers Securities LLC
US
40%
1209 Orange Street, Wilmington, Delaware, 19801, United States
ICAP Energy LLC
US
421 West Main Street, Frankfort, Kentucky, 40601, United States
ICAP Global Broking Inc.
US
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP Information Services Inc.
US
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP Media LLC
US
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP Merger Company LLC
US
80 State Street, Albany, New York, 12207, United States
ICAP North America Inc.
US
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP SEF (US) LLC
US
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
ICAP Services North America LLC
US
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
iSwap US Inc.
US
50.10%
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Liquidnet Holdings, Inc.
US
1209 Orange Street, Wilmington, Delaware, 19801, United States
Liquidnet, Inc.
US
1209 Orange Street, Wilmington, Delaware, 19801, United States
Liquidnet, LLC
US
1209 Orange Street, Wilmington, Delaware, 19801, United States
Louis Capital Markets LLC
US
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
M.W. Marshall, Inc.
US
80 State Street, Albany, New York, 12207, United States
OTAS Technologies USA, LLC
US
1209 Orange Street, Wilmington, Delaware, 19801, United States
Portend, LLC
US
1209 Orange Street, Wilmington, Delaware, 19801, United States
Prattle Analytics, LLC
US
1209 Orange Street, Wilmington, Delaware, 19801, United States
PVM Futures Inc.
US
Princeton South Corporate Center, Suite 160, 100 Charles Ewing Blvd, 
Ewing, New Jersey, 08628, United States
PVM Oil Associates Inc.
US
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
PVM Petroleum Markets LLC
US
211 E. 7th Street, Suite 620, Austin, Texas, 78701-3218, United States
Quiet Signal, Inc
US
1209 Orange Street, Wilmington, Delaware, 19801, United States
Revelation Holdings, Inc.
US
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
SCS Energy Corp.
US
80 State Street, Albany, New York, 12207, United States
TP ICAP Americas Holdings Inc.
US
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
TP ICAP Global Markets Americas LLC US
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
tpSEF Inc.
US
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Tullett Prebon Americas Corp.
US
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Tullett Prebon Information Inc.
US
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
Wrightson ICAP LLC
US
251 Little Falls Drive, Wilmington, Delaware, 19808, United States
*	
Directly held.
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
214
215
Financial statements

Appendix – Alternative Performance Measures
Alternative performance measures (‘APMs’) are complementary to measures defined within International Financial Reporting Standards 
(‘IFRS’) and are used by management to explain the Group’s business performance and financial position. They include common industry 
metrics, as well as measures which management and the Board consider are useful to enhance the understanding of its performance and 
allow meaningful comparisons between periods and Business Segments. The APMs reported are monitored consistently by the Group to 
manage performance on a monthly basis. 
APMs are defined below. Commentary and outlook based on these APMs considered important in measuring the delivery of the Group’s 
strategic priorities that can be found on pages 42 to 53 of the Annual Report. Detailed reconciliations of APMs to their nearest IFRS Income 
Statement equivalents and adjusted APMs can be found in this section, if not readily identifiable from the Annual Report.
The APMs the Group uses are:
Term
Definition
Adjusted attributable 
earnings
Earnings attributable to the equity holders of the parent less significant items and taxation on significant items.
Adjusted earnings
Reported earnings less significant items and taxation on significant items. Used interchangeably with Adjusted 
profit for the year or Adjusted post-tax earnings.
Adjusted earnings per 
share
Adjusted earnings less earnings attributable to non-controlling interests, divided by the weighted number of 
shares in issue.
Adjusted EBIT
Earnings before net interest, tax, significant items and share of equity accounted investments’ profit after tax. 
Used interchangeably with adjusted operating profit.
Adjusted EBIT margin
Adjusted EBIT margin is adjusted EBIT expressed as a percentage of reported revenue and is calculated by 
dividing adjusted EBIT by reported revenue for the year.
Adjusted EBITDA
Earnings before net interest, tax, depreciation, amortisation of intangible assets, significant items and share of 
equity accounted investments’ profit after tax.
Adjusted performance
Measure of performance excluding the impact of significant items.
Attributable Earnings
Earnings attributable to the equity holders of the parent, being total earnings less earnings attributable to 
non-controlling interests.
Cash conversion ratio
Free cash flow divided by adjusted attributable earnings.
Constant Currency
Comparison of current year results with the prior year will be impacted by movements in foreign exchange rates 
versus GBP, the Group’s presentation currency. In order to present an additional comparison of underlying 
performance in the period, the Group retranslates foreign denominated prior year results at current year 
exchange rates.
Contribution
Contribution represents revenue less the direct costs of generating that revenue. Contribution is calculated as 
the sum of Broking contribution and Parameta Solutions contribution.
Contribution margin
Contribution margin is contribution expressed as a percentage of reported revenue and is calculated by 
dividing contribution by reported revenue.
Divisional contribution
Represents Divisional revenues less Divisional front office costs, inclusive of the revenue and front office costs 
internally generated between Global Broking, Energy & Commodities and Parameta Solutions.
Divisional contribution 
margin
Divisional contribution margin is Divisional contribution expressed as a percentage of Divisional revenue and is 
calculated by dividing Divisional contribution by Divisional revenue.
Earnings
Used interchangeably with Profit for the year.
EBIT
Earnings before net interest and tax.
EBIT margin
EBIT margin is EBIT expressed as a percentage of reported revenue and is calculated by dividing EBIT by 
reported revenue for the year.
EBITDA
Earnings before net interest, tax, depreciation, amortisation of intangible assets and share of equity accounted 
investments’ profit after tax.
Free cash flow
Free cash flow reflects the cash and working capital efficiency of the Group’s operations, and aligns tax with 
underlying items and interest received with the operations of the whole Group. Free cash flow is calculated 
adjusting net cash flow from operating activities for capital expenditure on intangible assets and property, 
plant and equipment, plus disposal proceeds on such assets, dividends from associates and joint ventures, 
interest received less dividends paid to non-controlling interests. For 2023 income taxes paid has been adjusted 
to remove the tax paid on the receipt of the pension scheme surplus. 
Leverage ratio
Total debt, excluding finance lease liabilities, divided by an external Rating Agency’s definition of adjusted EBITDA, 
being profit before tax adding back borrowing costs, depreciation and amortisation, and adjusting for significant 
items and other adjustments (share of results of associates and joint ventures and share based payment expense).
Significant Items
Items due to their size, nature or frequency that distort year-on-year and operating-to-operating segment 
comparisons, which are excluded in order to provide additional understanding, comparability and 
predictability of the underlying trends of the business, to arrive at adjusted operating and profit measures. 
Significant items include the amortisation of acquired intangible assets as similar charges on internally 
generated assets are not included within the reported results as these cannot be capitalised under IFRS. This is 
despite the adjusted measure including the revenue related to the acquired intangibles.
Significant items do not include the amortisation of purchased and developed software and is retained in both 
the reported and adjusted results as these are considered to be core to supporting the operations of the 
business. This is because there are similar comparable items included from purchased and developed software in 
the reported results for ongoing businesses as well as the acquired items.
Total dividend per share
Represents the amount in pence paid or proposed on each ordinary share.
A1. Operating costs by type
2024
IFRS 
Reported
£m
Significant 
Items
£m
Adjusted 
£m
Allocated as 
Front Office
£m
Allocated as 
Support
£m
Employment costs 
1,404
(8)
1,396
1,064
332
General and administrative expenses
502
(35)
467
326
141
1,906
(43)
1,863
1,390
473
Depreciation of PPE1 and ROUA1
42
(6)
36
–
36
Impairment of PPE and ROUA
6
–
6
–
6
Amortisation of intangible assets
72
(42)
30
–
30
Impairment of intangible assets
2
–
2
–
2
2,028
(91)
1,938
1,390
548
2023
IFRS 
Reported
(restated)
£m
Significant 
Items
(restated)
£m
Adjusted 
(restated)
£m
Allocated as  
Front Office
(restated)
£m
Allocated as 
Support
(restated)
£m
Employment costs 
1,360
(6)
1,354
1,035
319
General and administrative expenses
507
(38)
469
309
160
1,867
(44)
1,823
1,344
479
Depreciation of PPE and ROUA
45
–
45
–
45
Impairment of PPE and ROUA
11
(11)
–
–
–
Amortisation of intangible assets
72
(44)
28
–
28
Impairment of intangible assets
86
(86)
–
– 
–
2,081
(185)
1,896
1,344
552
1	
PPE = Property, plant and equipment. ROUA = Right-of-use-assets.
2	
Reported general and administrative expenses of £4m were reclassified to align with the change of presentation of foreign exchange gains and losses now presented as 
Other gains/losses’ and related derivatives reported as finance expenses.
A2. Adjusted earnings per share
The earnings used in the calculation of adjusted earnings per share are set out below:
2024
£m
2023
£m
Adjusted profit for the year (Note 4)
244
229
Non-controlling interest
(3)
(2)
Adjusted earnings attributable to equity holders of the parent
241
227
Weighted average number of shares for Basic EPS (Note 12)
756.9
777.7
Adjusted Basic EPS
31.8p
29.2p
Weighted average number of shares for Diluted EPS (Note 12)
785.7
794.2
Adjusted Diluted EPS
30.7p
28.6p
A3. Adjusted EBITDA and Contribution
2024
£m
2023
(restated)
£m
Adjusted EBIT (Note 4)
324
299
Add: Depreciation of PPE and ROUA (Note 5 and A2 above)
36
45
Add: Impairment of PPE and ROUA (Note 5 and A2 above)
6
– 
Add: Amortisation of Intangibles (Note 5 and A2 above)
30
28 
Add: Impairment of Intangibles (Note 5 and A2 above)
2
–
Adjusted EBITDA
398
372
Less: Operating income (Note 6)
(10)
(22)
Add: Operating income reported as significant items (Note 4)
– 
8 
Add: Other gain/losses (Note 7)
6 
11 
Add: Management and support costs (A2 above)
473
479
Contribution
867
848
A4. Free cash flow
2024
£m
2023
£m
Net cash flow from operating activities per Consolidated Cash Flow Statement
353
286
Add: Dividends from associates and joint ventures (Cash flow: Financing activities)
20
22
Less: Dividends paid to non-controlling interests (Cash flow: Financing activities)
(2)
(2)
Less: Expenditure on intangible fixed assets (Cash flow: Investing activities)
(55)
(43)
Less: Purchase of property, plant and equipment (Cash flow: Investing activities)
(9)
(12)
Add: Interest received (Cash flow: Investing Activities)
39
30
Free cash flow
346
281
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
216
217
Financial statements

Glossary
AGM
Annual General Meeting
AMF 
Autorité des marchés financiers
APAC 
Asia Pacific
API
Application Programme 
Interface
BEIS
UK government Department for 
Business, Energy & Industrial 
Strategy
Board
The Board of Directors of 
TP ICAP Group plc
BRC
TP ICAP Group plc Board Risk 
Committee
CAGR
Compound Annual Growth Rate
CAPEX
Capital expenditure 
CCP
Central counterparty clearing 
house
CGU
Cash-Generating Unit
CLOB
Central Limit Order Books
Code
The UK Corporate Governance 
Code 2018
Company 
TP ICAP Group plc
COO
Chief Operating Officer
CRD IV
Capital Requirements Directive 
CREST
Certificateless Registry for 
Electronic Share Transfer
DRIP
Dividend Reinvestment Plan
EMEA
Europe, Middle East and Africa
EPS
Earnings per Share
ERMF
Enterprise Risk Management 
Framework
ESG
Environmental, Social, and 
Governance
EU
European Union
FCA
Financial Conduct Authority
FRC
Financial Reporting Council
FX
Foreign Exchange
Governance Manual
TP ICAP’s Group Governance 
Manual
GRCC
Group Risk and Compliance 
Committee
Group
From 26 February 2021 TP ICAP 
Group plc and its subsidiaries
HMRC
His Majesty’s Revenue & 
Customs
HR
Human Resources
IAS
International Accounting 
Standards
ICAP 
ICAP Global Broking and 
Information Business, acquired 
by TP ICAP plc (now TP ICAP 
Finance plc) on 30 December 
2016
IFR/IFD
Investment Firm Regulation and 
Investment Firm Directive
IFPR
Investment Firms Prudential 
Regime
IFRS
International Financial 
Reporting Standard
IRS
Internal Revenue Service
ISDA
International Swaps and 
Derivatives Association
Jersey 
Jersey, Channel Islands
JFSC 
Jersey Financial Services 
Commission
KPI 
Key Performance Indicator
Liquidnet
Liquidnet Holdings, Inc. and 
subsidiaries
LCM
Louis Capital Markets UK LLP
LIBOR
London Inter-Bank Offered Rate
LTIP
Long-Term Incentive Plan
LTIS
Long-Term Incentive Scheme
MiFID II 
Markets in Financial Instruments 
Directive
OPEX
Operating expenditure
OTC
Over the Counter
Pillar 1
Minimum capital requirements 
under CRD IV
Pillar 2
Supervisory review 
requirements under CRD IV
Pillar 3
Disclosure requirements under 
CRD IV
PwC
PricewaterhouseCoopers LLP
RCF
Revolving Credit Facility
RFQ
Request for Quotes
RoE
Return on Equity
SEF
Swap Execution Facility
TCFD
Task Force on Climate-related 
Financial Disclosures
TRACE
Trade Reporting And 
Compliance Engine
TSR
Total Shareholder Return
UK 
United Kingdom
US/USA 
United States of America
USD/US$
US Dollars
US GAAP
US Generally Accepted 
Accounting Principles 
VAT
Value Added Tax
VIU
Value in use
TP ICAP GROUP PLC
TP ICAP GROUP PLC
Annual Report and Accounts 2024
Annual Report and Accounts 2024
218
219
Financial statements

Designed and produced by Gather
www.gather.london
Printed by Perivan
The Report was produced on paper that is Carbon Balanced & 
has been sourced from Sustainable Forests. Printing conforms to 
ISO14001 environmental standard using vegetable based inks.
CBP029940
TP ICAP GROUP PLC Annual Report and Accounts 2024
220

TP ICAP Group plc
Registered office
22 Grenville Street
St Helier
Jersey
JE4 8PX
UK and EMEA Headquarters
135 Bishopsgate
London
EC2M 3TP
United Kingdom
www.tpicap.com