Annual Report and Accounts 2019
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TP ICAP Annual Report and Accounts 2019 Annual Report and Accounts 2019 We provide access to global Contents financial and commodities Strategic report: Financial and strategic highlights 1 At a glance 2 markets, improving price Our business model 4 Chairman’s statement 6 discovery, flow of liquidity Chief Executive Officer’s review 8 Market factors 13 Strategy 14 and distribution of data, Case studies 15 Key performance indicators 18 working with and supporting Financial and operating review 20 Viability statement and the communities in which we going concern 33 Risk management 34 Principal risks and uncertainties 36 operate and facilitating Resources, relationships economic growth. and responsibilities 40 Governance report: Compliance with the UK Corporate Code 2018 46 Chairman’s introduction > Our brokers match buyers and sellers of financial, to governance 47 Board of Directors 50 energy and commodities products and facilitate Corporate governance report 52 price discovery, execution and risk management. How the Board has satisfied its section 172 duty 57 Report of the Nominations > We provide independent data to participants in and Governance Committee 66 the financial, energy and commodities markets, Report of the Audit Committee 70 Report of the Risk Committee 75 including live and historical pricing content, Report of the Remuneration and advanced valuation and risk analytics. Committee 78 Directors’ report 100 > We are a trusted partner to our clients, enabling Statement of Directors’ Responsibilities 105 them to transact with confidence. Financial statements: Independent Auditor’s Report to the Members of TP ICAP plc 106 Consolidated: Income Statement 113 Statement of Comprehensive Income 114 Balance Sheet 115 Statement of Changes in Equity 116 Cash Flow Statement 118 Notes to the Financial Statements 119 Company: Balance Sheet 177 Statement of Changes in Equity 178 Notes to the Financial Statements 179 Shareholder information 182 Group undertakings 184 Glossary 191 Cautionary Statement This Annual Report has been prepared for, and only for, the members of the Company, as a body, and no other persons. The Company, its Directors, employees, agents or advisers do not accept or assume responsibility to any other person to whom this document is shown or into whose hands it may come and such responsibility is expressly disclaimed. By their nature, the statements concerning the risks and uncertainties facing the Group in this Annual Report involve uncertainty since future events and circumstances can cause results and developments to differ materially from those anticipated. The forward-looking statements reflect knowledge and information available at the date of preparation of this Annual Report and the Company undertakes no obligation to update these forward- looking statements. Nothing in this Annual Report should be construed as a profit forecast. Strategic report Governance report Financial statements 1 Financial and strategic highlights Revenue – statutory (£m) Contribution (£m) (APM)2 Operational performance: > Group revenue of £1,833 grew 4% on a 1,833 1,757 1,763 670 679 694 reported basis (1% at constant currency). > Group improved underlying and reported operating profitability. > Global Broking revenue decreased 1% on a reported basis (3% at constant currency), as resilient Rates were offset by weaker Credit and Equities businesses. 2017 2018 2019 2017 2018 2019 > Energy & Commodities revenue increased Operating profit – statutory (£m) Operating profit – underlying1 (£m) (APM)2 15% on a reported basis (11% at constant currency) on strong organic growth, 142 263 276 279 strategic hires, Axiom acquisition and favourable markets. 102 93 > Institutional Services revenues increased 23% on a reported basis (21% at constant currency). > Data & Analytics revenues increased 15% on a reported basis (11% at 2017 2018 2019 2017 2018 2019 constant currency). Operating margin – statutory (%) Operating margin – underlying1 (%) (APM)2 Strategic highlights: 7.7 15.7% 15.0% 15.2 > Successfully completed the three-year 5.8 ICAP integration programme, generating 5.3 £80m in synergy savings3. > Increased earnings diversification through growth in non-broking businesses. > Built a new executive leadership structure to streamline revenue generation. 2017 2018 2019 2017 2018 2019 > Evolving medium-term strategic themes focusing on aggregation, Profit before tax – statutory (£m) Profit before tax – underlying1 (£m) (APM)2 electronification and diversification. 245 93 233 230 72 Dividend: 62 > Interim dividend of 5.6p per share declared on 8 November 2019. > Final dividend recommended of 11.25p per share due to be paid 19 May 2020. > Total dividends in respect of 2019: 16.85p 2017 2018 2019 2017 2018 2019 (2018: 16.85p). Basic earnings per share – underlying1 (p) Basic earnings per share – statutory (p) (APM)2 1 Underlying results represent the results excluding 34.2 acquisition disposal and integration costs and 15.8 33.3 33.8 exceptional items. Please refer to page 21 of the 12.0 Annual Report. 2 Alternative Performance Measures (‘APM’) are defined and explained on pages 18 and 19. 5.7 3 Synergy savings reflect the reduction of underlying staff and other costs as a result of implementing the integration programme. Staff cost savings are 2017 2018 2019 2017 2018 2019 a result of both individuals leaving the Group or transferring to integration related roles that will cease once integration is complete. www.tpicap.com 2 Strategic report At a glance We are a global firm of professional intermediaries that plays a central role in the world’s wholesale financial, energy and commodities markets. Our brands We operate a global portfolio of highly respected brands, each with a separate and distinct client offering. Global Broking Energy & Commodities Institutional Services Data & Analytics Our vision, purpose, method and values Our vision Our purpose What we want to be What we want to do To be the most trusted and respected data and market execution We provide access to global financial and commodities markets, provider in the financial, energy and commodities products that improving price discovery, flow of liquidity and distribution of we transact. data, working with and supporting the communities in which we operate and facilitating economic growth. Our method Our values How we accomplish our purpose How we seek to act Our people utilise their skills and experience, combined with How we conduct ourselves as individuals and as a Group is as a strong technology offering, to work in close partnership with important as the products and services we provide. We want to a diverse range of clients to deliver services. We continually have a business culture that allows us to serve our clients in the enhance our services and our operations as our clients’ needs best possible way, and holds up to the most intense scrutiny. and preferences change and as markets and the regulatory Our values, which underpin everything we do, are: environment evolve. Honesty Integrity Respect Excellence Annual Report and Accounts 2019 Strategic report Governance report Financial statements 3 How we transact Read more about how we transact in our business model on pages 4 and 5. 1 2 3 TP ICAP 4 Oil It’s January To fly Brian there To get a fixed In August and Brian is in August the airline price for the fuel Brian jets off looking to buy needs to spend the airline uses to Portugal. a plane ticket money on fuel. a derivative. 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ABC Pension data from tens out the value of Fund gets this of thousands of all her pension information from transactions we fund assets. financial data execute every day. providers. www.tpicap.com 4 Strategic report Our business model We provide our clients with a wide choice of execution services, data products and analytics. Our resources What we do We allocate our resources in the most We act as an intermediary between buyers and sellers of complex financial efficient and sustainable way possible products, enabling them to trade efficiently and effectively. There are three to increase shareholder value.