![]() #### IG GROUP HOLDINGS PLC ## ANNUAL REPORT 2024 ![]() IG Group Holdings plc Annual Report 2024 # Welcome to our Annual Report 2024 Who we are: #### IG Group is an innovative, #### global fintech and an #### established member #### of the FTSE 250. ![]() IG Group Holdings plc Annual Report 2024 Contents #### Strategic Report FY24 Highlights 02 At a Glance 03 Business Model 04 Investment Case 06 Client Proposition 07 Chair’s Statement 08 Chief Executive Officer’s Statement 10 Market Trends 12 Year in Review 14 Key Performance Indicators (KPIs) 16 Sustainability Report 17 Our Approach to Diversity 19 Task Force on Climate-Related Financial Disclosures 23 Streamlined Energy and Carbon Report 26 Governance 27 Non-Financial and Sustainability Information Statement 28 Business Performance Review 29 Risk Management 36 Principal Risks and Risk Appetite 37 Going Concern and Viability Statement 42 #### Governance Report Chair’s Introduction to Corporate Governance 44 The Board 47 Governance Framework 51 Board Governance 53 Board Activities During the Year 55 Director Induction 56 Stakeholder Engagement 57 Understanding our Stakeholders 59 Section 172(1) Statement 65 Board Performance Review 66 Nomination Committee Report 68 Sustainability Committee Report 71 Audit Committee Report 73 Board Risk Committee Report 80 Remuneration Committee 84 Remuneration at a Glance 88 Directors’ Remuneration Policy (Summary) 89 Annual Report on Remuneration 97 Directors’ Report 106 Statement of Directors’ Responsibilities 109 Independent Auditors’ Report 110 #### Financial Statements 117 #### Shareholder #### and Company #### Information Shareholder and Company Information 174 Appendices 175 Group-wide Key Performance Indicator (KPI) Definitions 177 IG Group Board Read more on page 47 tastylive mobile application Read more on page 16 01 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 FY24 Highlights Our year in summary Financial 1 Non-Financial #### Total revenue £9 87. 3 m (FY23: £1,022.6m) #### Active clients 346,200 (FY23: 358,300) #### Total dividend per share 46.2p (FY23: 45.2p) #### Profit before tax 5 £400.8m (FY23: £449.9m) #### Basic earnings per share 79.4p (FY23: 86.9p) #### Platform uptime 100% (FY23: 100%) #### Share buyback announced £150m #### Net own funds generated #### from operation £350.1m (FY23: £350.9m) #### A snapshot of our year A solid set of results, delivered in softer market conditions during a period of considerable leadership and organisational change. We implemented an operational improvement programme which helped us to control costs well to protect the profit margin. The high quality and strength of our risk management framework and controls was evidenced by a significant reduction in our regulatory capital requirements in the year. We remain highly cash generative, and returned significant capital to shareholders through an increased dividend and share buyback. See appendices for reconciliation to statutory measures. 1 Numbers are presented on a continuing operations basis. 2 Total revenue is calculated as net trading revenue plus net interest income. See appendices for reconciliation. 3 On an adjusted basis, earnings per share was 90.3 pence (FY23: 94.7 pence). 4 Represents the value of share buyback announced at the full year results. 5 On an adjusted basis profit before tax was £456.3m (FY23: £490.5m). 02 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 P e o p l e B e s t P r a c t i c e P l a n e t C o m m u n i t y P r o d u c t s Empowering our stakeholders to unlock a Brighter tureFu At a Glance Our strategy Our strategy is to deliver sustainably stronger growth through expansion into new products and new geographies Our purpose To power the pursuit of financial freedom for the ambitious Our strategic drivers Our strategic drivers guide the decisions we make and keep us on track to achieve ourpurpose. Our values Our values inform all the decisions that wemake, from the day-to-day with colleagues or clients, through to theboardroom. Our Brighter Future Framework The Brighter Future Framework is our sustainability strategy. It identifies the key benefits that we offer to our clients and our communities, the key risks posed by our business, as well as our commitment to managing these in a responsible and sustainable manner. Every ambitious person Champion the client Learn fast together Raise the bar Inspiring experiences Tuned for growth Products that power See our website for more 03 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Business Model #### A sustainable business model Our resources Our products Technology OTC Brand and reputation People and culture Market-leading technology is fundamental to the success of our business. High-quality and reliable trading platforms have earned us a strong reputation and differentiate our offering. Continued investment in technology is necessary to maintain our competitive advantage. Key areas of investment include:  Resilience – our clients must be able to access their accounts and trade at any time. We invest in building capacity on our platforms to deal with periods of high demand and enhancing resilience against external threats  Product development – we continually develop new products and services aligned to clients’ evolving needs  User experience – we stay connected to user feedback to enhance platform functionality and maintain a cutting-edge user experience IG pioneered the development of retail over-the-counter (OTC) derivatives in the 1970s, and we are now the largest provider of these products to retail traders in the world. Through them, we provide investors, including professional traders, access to around 19,000 underlying markets in a capital-efficient manner. Our OTC products include:  Contracts for difference (CFDs)  Spread bets  FX  Options Our OTC business model sets us apart within our industry and is fundamental to our long-term success. Netting client positions - IG is the counterparty to every trade executed on our platform, which creates market risk. We centralise exposure from all global trades and offset netted positions on a real-time basis. Due to our scale and the volume of trading, the vast majority of trades are naturally offset as clients take opposing positions. External hedging – Once all trades have been offset, we are left with some residual market exposure, which we actively manage to ensure it remains below our market risk limits. Market risk moves throughout the day based on volatility and liquidity but is strictly controlled within the Board-approved limits. Should our exposure begin to approach this limit, we begin passive external hedging to reduce our risk. In the event that we reach the limit, we hedge aggressively to eliminate any additional exposure. This model aligns us with our clients. Our revenue is driven by spread, commission and overnight funding charges, it is not driven by client losses. We want our clients to trade successfully and provide extensive support to enable them to do so. Our resources and strengths as a business come together to provide four product groups for our clients: We are a global leader in online trading, and have built a strong reputation over nearly 50 years based on our market-leading and differentiated proposition including:  High-quality trading platforms – our platforms are intuitive and offer cutting-edge analysis, tools and charting functions  Differentiated client service – we are available for our clients at a time convenient to them and via their preferred channel, including automated support, messaging interfaces or speaking directly with one of our client support specialists  Strong risk management – a laser focus on risk management has been central to our success for decades Our people are empowered to think laterally and challenge conventions, and we always put clients at the heart of everything we do. We attract a diverse range of ambitious people to the business and provide ongoing development opportunities to help them grow. Financial capacity We have a long track record of revenue growth at attractive margins and strong cash generation. This allows us to invest in the business to drive future growth, return capital to shareholders and evaluate other uses of capital, including acquisitions. Stock trading and investments Our stock trading and investments offering includes ISAs and SIPPs and provides access to over 13,000 global equities and ETFs. IG Smart Portfolios allow clients to invest via a portfolio designed by BlackRock. We monitor and manage it based on a client’s goals and risk profile, at a fraction of traditional wealth managers’ costs. Clients who use both our derivatives and stock trading platforms tend to be more active traders, and remain with the business for longer. ETD Exchange-Traded Derivatives (ETDs) are the fastest-growing part of our business. Building on our strengths in trading and client servicing we now have two such businesses:  Options and futures (US) - tastytrade  On-exchange leveraged securities (Europe) - Spectrum Content and education We have a comprehensive content and education service to support clients with their trading and investing. This offering is available through several channels, including IG Academy, IG TV and tastylive, which provide:  Over 10 hours daily live programming  Market news and analysis  Webinars and tutorials 04 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Business Model continued Creating value for our stakeholders #### We have several key stakeholder groups for whom we aim to create long-term value. #### More detail on how we engage with them can be found in our Governance Report. Link to Stakeholder Engagement Investors Clients Delivering attractive returns across an increasingly diversified business from a strong financial position. Link to Investment Case Providing a high-quality global platform, excellent client service and a range of distinctive educational content to support our ambitious clients. Link to Client Proposition Communities Playing our part to support our communities, with a focus on empowerment through education. Link to Brighter Future Fund/website RegulatorsColleagues We are the global leader in retail leveraged derivatives trading, with regulatory licences in 16 countries. We work closely with regulators in each jurisdiction to ensure that our products and how we distribute them is appropriate. Recruiting, engaging and inspiring our people through an inclusive environment enables them to develop as professionals with best-in-class resources, training and support. Suppliers We value long-term mutually beneficial relationships with our suppliers and look for the same high service levels that we provide to our clients. #### Trusted by 346,200 clients around the world. #### Regulatory licences in 16 #### countries 05 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 #### Multiple growth #### levers #### High-quality #### client base #### Resilient technology #### and award-winning #### platforms #### Increasingly #### diverse business #### Strong #### balance sheet Investment Case A strong case # for investment Our strategy Our strategy is to deliver sustainably stronger growth through expansion into new products and new geographies. The business is well positioned to deliver on the strategy, with a significant presence in large, growing markets around the world, a well-established brand and a strong financial position. Our approach sets us apart 14253  Well positioned to benefit from structural growth in self-directed trading and investing  Multiple product offerings and revenue streams  Large target addressable market opportunities  Strict onboarding criteria ensure we welcome only appropriate clients  Our clients are typically active traders, placing multiple trades per day  Significant proportion of revenue generated from long-term clients  Continued, steady investment in our platforms  Sophisticated risk-management technology  Engaging live and on-demand content and educational resources  Increasingly diversified business through organic and inorganic growth  Extensive geographic footprint across five continents  Continued progress in product diversification  Highly cash-generative business model  Strong regulatory capital and liquidity positions  Clear Capital Allocation Framework 06 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Client Proposition # Why our clients choose us #### Providing an outstanding service to clients is at the #### heart of everything we do. Our client proposition #### is differentiated in many ways, including: Market access We provide access to around 19,000 markets globally including indices, single-name equities, commodities, FX, options, and digital assets. Client servicing We take a tailored approach to supporting our clients, and we’re available to them at the time they want, via their preferred channel. This ranges from automated online support to a phone call with one of our team. We build strong relationships with our clients to support them on their trading journeys. Platform reliability We pride ourselves on the reliability of our platform, whatever the market conditions. Throughout our growth we have continued to invest in capacity to ensure we can deal with increased demand. Technology threats are ever-evolving, so we have appropriate governance and risk mitigation frameworks in place to manage these accordingly. Reputation Our strong reputation as global market leader in the industry has been built over 50 years. We lead the way in breadth of offering of underlying assets and have earned the trust of our clients to safeguard their money and assets. Superior trade execution Our clients are active traders, often dealing multiple times a day, and they want high-quality trade execution. This year, in our OTC business, we filled 99% of orders at our clients’ desired price or better. Content and education We have a wide range of tools, content and education for all levels of experience. Our offering includes live broadcasts and on-demand content through to bespoke support via premium client managers. We want our clients to learn and develop with us, making more informed decisions as they go. 07 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Chair’s Statement # Seeking efficiency and simplification #### We have delivered a #### resilient performance #### over the past year in #### a more challenging #### trading environment.” #### We have delivered a resilient #### performance over the past #### year in a more challenging #### trading environment, with #### the Group reporting £987.3 #### million of total revenue. While our foundations are solid, there is work to do to accelerate growth. There have been a number of changes to the Board over the past year. Notably, we welcomed Breon Corcoran to the Company and Board as CEO at the end of January, following the departure of June Felix in August 2023 for health reasons. Breon is already making an impact, re- energising the business to increase the pace and delivery of our strategy, and bringing us ever closer to our clients across all of our markets. The Board remains comfortable with and focused on the strategy we set in place in 2018 to grow through both existing and new products and geographies. Under Breon’s leadership this is accelerating to build a simpler and more efficient business that will be well-positioned to capture opportunities for growth. 08 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Chair’s Statement continued Changes to the Board In March, we announced that Charlie Rozes, CFO and Jon Noble, COO would be stepping down from the Board, and leaving IG Group. On behalf of the Board, I would like to extend a special thank you to Charlie for his support and leadership of the Company during his tenure as Acting CEO. We also wish Jon all the best after 24 years of dedicated service at IG. We were delighted to welcome Marieke Flament to the Board as a Non-Executive Director in early July. Marieke’s considerable experience in scaling innovative, multinational businesses, as well as deep financial technology expertise, will be of great benefit to the Group. Malcolm Le May’s nine year tenure finishes in September. I have appreciated working alongside Malcolm as Chair for the past four years and would like to take this opportunity to thank him for the valuable contribution and insight he brought to the Board. Capital management We have continued to prudently manage our capital while also taking significant action to pare back cost growth. I am pleased that in spite of more challenging markets, we have maintained a healthy balance between delivering value for shareholders, investing in the business, and giving back to our communities under our Brighter Future Framework. The business remains strongly capitalised and highly cash generative which allowed us to return £422.7m of capital in the year across dividends and buybacks. Our ESG Committee is now the Sustainability Committee, which better reflects the breadth of our activities. A milestone of which I am particularly proud is that this year over 300,000 people benefited from our Brighter Future Fund charitable initiatives. People There is no doubt it has been a difficult year for some of our people as we implemented greater cost control measures and streamlined the business. At the same time, we have widened the scope of support and benefits available globally. This includes offering all our employees the opportunity to become owners with the launch of an all-employee Global Share Purchase Plan. Throughout the year our people have continued to maintain their usual professionalism and high level of engagement. I would like to take this opportunity to thank my fellow Board members, the Executive Committee and all our people for their ongoing dedication and work over the past year. Mike McTighe Chair 24 July 2024 300,000+ #### People benefited from #### Brighter Future Fund initiatives 36% #### Of our people participated in #### our community programmes £422.7m #### Total capital returned #### to shareholders 09 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Chief Executive Officer’s Statement Q&A Lots of work to do to unlock our potential #### We welcomed Breon Corcoran #### as our new Chief Executive Officer at the end of January, #### and recently sat down with #### him to hear about his first six #### months in the role. Q: How would you summarise #### our Company performance #### this year? I joined mid-way through our third quarter and recognise that revenue was down on the prior year in the first half, particularly in our OTC business. Performance improved in the second half, reflecting more supportive market conditions. My focus is on getting closer to our customers and giving them the products they want, more quickly and efficiently. This will improve our positioning to deliver structural growth through the cycle. Q: Can you tell us a bit about #### what you’ve changed since #### you arrived, and why? I spent time initially in ‘discovery’ mode, getting up to speed and meeting as many people as possible. This helped me identify initial priorities and led to a refresh of our organisational model to enhance client centricity. We now have four distinct, decentralised divisions - arranged geographically - to better align our product and marketing with local needs. There’s a lot of great work going on and I’ve met a lot of talented people who are excited to be here. So while I take my role very seriously, we’ll have fun along the way. Q: Help us set the scene a bit, #### what attracted you to IG Group? It’s a business I’ve long admired. It’s a privilege to join a company with such a great history and market position. We have a strongly cash-generative business and a loyal client base - I’ve been a customer myself for many years. I have a great interest in consumer internet businesses that solve problems for customers. Our success will be dictated by how well we do that. Our industry is changing rapidly and we need to keep pace. We have a solid platform but lots of work to do to take it to the next level. 10 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Chief Executive Officer’s Statement continued Q: What is the current Group #### strategy? Are you making any #### changes? Our strategy is evolving but hasn’t changed radically. Our focus remains on growth via product and geographical diversification, but we must sharpen the focus on execution. We must deliver better products that our customers want, deliver them quickly and constantly evolve with their needs. We are focussed on customer relevance in the pursuit of scale to drive faster growth. Embedding change will take time, but there’s an appetite to move quickly and achieve more. Q: What are your priorities #### for FY25? There’s a lot of great work happening but areas for improvement. We need a laser focus on our customers, accelerating product velocity and increasing efficiency. I’m excited about the enthusiasm of our people and their commitment to returning the business to stronger growth. Q: What new initiatives are #### the most exciting for you? We’ve recently launched our tasty US options and futures products in the UK, as part of our international expansion of this business. This offering has considerable potential globally and I look forward to developing it in response to customer demand. I’m also excited by the changes we’ve made to increase client centricity, including decentralising our product, engineering and marketing functions. I’m confident these changes put us on a path to increasing growth. Q: What kind of rate of organic #### growth do you think the Group #### can achieve? And what are your #### thoughts on M&A and inorganic #### growth? IG is made up of businesses at different levels of maturity and market penetration. tasty has potential for continued strong growth, supported by the international roll- out. I’m also excited by the potential of our OTC business as we invest in our product to grow market share and penetrate new geographies. There’s a huge amount of organic growth potential and my role is to unlock it. I’ve also established a corporate development team to ensure we stay ahead of M&A opportunities which could help us build scale and accelerate delivery of our strategy. Q: How do you view the #### competitive landscape? We don’t underestimate our competitors. There are a lot of great companies delivering attractive products and constantly innovating out there. We need to move faster to strengthen our competitive position and move ahead of the pack. It’s important to learn from our peers, so I’m encouraging my leadership team to be open minded, stay connected and seek out opportunities to differentiate. Q: What are the biggest #### opportunities the Company has? #### And any risks you see? Our biggest opportunity comes from getting as close as possible to our customers and accelerating new product roll-out. We’re evolving our business to do just that. We have lots of work ahead of us, but I’m confident we’re well positioned to grow and succeed. If we don’t move fast enough, build the best products that customers want and capitalise on opportunities, then our competitors will win. Breon Corcoran Chief Executive Officer 24 July 2024 #### We’re evolving our #### strategy to address #### the challenges we #### face and build on #### our strengths.” 11 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Market Trends We’re looking to # the future #### We continue to evaluate #### key trends in our industry and beyond, to understand #### the impact they may have on #### our business, either to spot #### opportunities, or to mitigate risk. We’ve highlighted the #### main trends and what they #### mean for us. What’s the trend? What does it mean for us? What does it mean for us? #### Structural shift to self-directed #### trading and investing With the evolution of technology and widely available educational content, the financial markets have never been as accessible to such a vast potential audience. The industry has seen a shift away from financial advisers and a move towards self-directed trading and investing. Individuals want more control over their finances and now they have cost-efficient access to global financial markets, and the content to learn how to trade them. This is a global structural change, but with many markets still at an early stage of adoption, we see significant opportunities for further growth. Our target market is ambitious, self-directed individuals. We serve hundreds of thousands of clients like this already, and have large addressable market opportunities. We have a strong reputation as the market leader in OTC derivatives, and are building out our product offering, as well as offering our products in more geographies. We rely on our technology, platform reliability, risk management expertise and our strong financial foundations to continue to grow and improve as a business, and to attract clients all over the world. With the range of support features on our platform, as well as our educational content and our increasing product offering, we are well positioned to attract clients from other platforms as they look to upgrade, as well as newcomers to the industry. To respond to the threat of new entrants, we monitor changes in the competitive landscape through local knowledge and market research. We are continually innovating to keep ahead of sector developments and anticipate the needs of our clients. We use sophisticated search engine optimisation techniques to ensure we are the first choice for active traders in our target markets. We listen and respond to the needs of our clients so that we stay ahead. When new client acquisition opportunities are reduced, we shift our marketing spend towards branding to ensure that when market conditions are more favourable, prospects in our target markets know where to come. The vast majority of revenue generated each year is from clients who traded with us in previous years, highlighting the importance of customer satisfaction. What’s the trend? #### Sector developments We operate in a highly competitive and evolving market environment, with new market entrants constantly challenging traditional players. Regulatory change will also be a constant feature of the landscape. Given this backdrop, customer focus, new product development and speed to market are critical to maintaining competitive advantage. Periods of low volatility can result in more subdued demand and we have seen fewer new traders enter the market over the past year. Marketing spend has reduced across the industry from the highs seen in recent years, as new client acquisition opportunities are reduced. 12 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Market Trends continued What’s the trend? What does it mean for us? What does it mean for us? #### Financial markets Changing market conditions generate a variety of opportunities to trade, which may be more or less attractive to traders and therefore impact levels of new client onboarding and trading activity. In past years we have seen increased market volatility from geopolitical events and changing interest rates. We experienced elevated levels of account applications and trading activity during these events. More recently, there has been less volatility in financial markets which has presented our clients with fewer trading opportunities. Volatility increased towards historical norms in the final few months of the financial year. In general, our clients find opportunities to trade in a wide range of market conditions. However, lower volatility can be a headwind to trading revenue due to more subdued client acquisition and reduced activity per client. Given that volatility has been below the long- term average during FY24, there is potential upside to trading activity in FY25 should market conditions normalise. The long-term success of our business has been driven by structural drivers which remain firmly in place and we are not reliant on volatility to deliver growth. Higher interest rates have both a direct and indirect impact on our business. The direct impact is on the cash balances we hold on behalf of our clients and our corporate cash. We have a strong net cash position, so higher interest rates mean that we earn additional income on these balances. Interest on client balances is recognised within total revenue, driving the top line of the business, whereas interest on corporate balances is recognised within finance income. The indirect impact is seen in the trading opportunities that changing inflation and interest rate expectations can present. Our clients are active traders who seek dealing opportunities, which can often be created by macroeconomic events. However, the higher inflation rates which we have seen recently can reduce disposable income and impair consumer confidence, which may lower trading activity and reduce new client acquisition. What’s the trend? #### Interest rate movements During the financial year, we saw elevated inflation and interest rates across the most of our markets around the globe. Following 15 years of historically low interest rates, this has had significant implications for our revenue and for our clients. ...customer focus, #### new product development and #### speed to market #### are critical...” 13 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Year in Review # Delivering in a period of change Summary The Group delivered resilient results in FY24 in slower cyclical market conditions, supported by execution of our strategy to expand and diversify by both product and geography. Total revenue declined 3% on the prior year, as lower trading revenue was largely mitigated by stronger interest income. Within total revenue, trading revenue declined 10% as weaker OTC derivatives revenue was partly offset by growth in exchange-traded derivatives, with stock trading and investments revenue flat. Operating margins remained strong and adjusted costs were relatively well controlled in the year, increasing 4% on FY23, reflecting the early benefit of efficiency measures announced in October 2023. The high quality and strength of our risk management frameworks and controls was evidenced by a significant reduction in our regulatory capital requirements in the year. OTC derivatives OTC total revenue declined 9% driven by lower trading revenue reflecting moderation in active clients and lower revenue per client. Active clients declined 6% in the year, although weakness was largely seen in Q1 and client numbers were broadly stable over the rest of the period. Lower trading revenue was partly offset by increased interest income, reflecting higher monetary policy rates in several countries. These trends were broadly similar across most geographies except Singapore which delivered stronger trading revenue reflecting higher volumes from some of our largest traders. Trading revenue held up well relative to the decline in volatility across a range of asset classes as clients remained engaged on our platform and continued to seek trading opportunities. Trading revenue continued to be driven by clients onboarded in prior years and retention was consistent with long-term trends. Exchange-traded derivatives Our exchange-traded derivatives (ETD) business is dominated by tastytrade, our US options, futures and equities business, which generates approximately 94% of the Group’s ETD revenue. Our ETD business also includes Spectrum, the Group’s European multi-lateral trading facility. tastytrade tastytrade total revenue increased 23% in the year in US Dollars, reflecting trading revenue up 10% and interest income up 53%. Stronger trading revenue was driven by increased revenue per client. Average market share of OCC options volumes attributable to retail customers was up modestly relative to the prior year. Total client equity, which includes free cash and the value of open positions, reached $5.1 billion at the end of FY24, a new record. Within this, interest-bearing free cash balances were steady. tastytrade’s performance gathered momentum throughout the year. FY24 was a record year for total revenue and trading revenue, H2 was a record half on both metrics, and Q4 was a record quarter. Almost a third of new tastytrade accounts come from outside the US, despite no marketing historically, evidencing international demand for US options and futures. This is also reflected in client surveys which show that our existing OTC clients are interested in trading US options and futures. During the year, we completed our preparations to launch tastytrade in the UK, which went live at the beginning of June 2024. We plan to roll the offering out to other international markets where IG already has a presence. Spectrum Spectrum revenue is driven mainly by trading activity and trading revenue declined 12% in the year. This reflected a strong Q3 in the comparative period, and a softer H1 in the current year. As a newer business, with a smaller client base, revenue can be more volatile than more mature parts of the Group which are already operating at scale. Active clients were broadly stable. Upgrading our marketing capabilities A key focus over the past couple of years has been developing tastytrade’s marketing capabilities to increase brand awareness in the US. Around 18 months following the launch of our first ever national brand campaign, we are proud to have increased our prompted awareness from 11% to 19%. The improvements in our marketing strategy in the US have been supported by the capabilities which exist within the wider IG Group team. Global marketing teams have been working closely together to share ideas, integrate marketing analytics, and develop search engine optimisation strategies tailored for our US business. 19% #### Increased our promptedawareness from 11% to 19% Image: Presentation from IG Stock trading and investments Total revenue was up strongly reflecting higher interest income, with trading revenue broadly flat. Client numbers were down 4% but assets under administration (AUA) increased to £3.9 billion at the end of FY24, (FY23: £3.3 billion), driven by market performance. Operational efficiency During the year we launched an operational improvement programme and recently made changes to our organisational structure and culture. These changes will help us to bring new products to market more quickly and efficiently. 14 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Year in Review continued As part of the implementation of our operational improvement programme, we announced plans to reduce headcount by approximately 300 which represented around 10% of the total workforce at the end of FY23. We have made good progress implementing these changes, with headcount at 31 May 2024 of 2,570 down 8% relative to 31 October 2023, when the measures were announced. In FY24, we incurred £19.1 million of non-recurring costs to achieve these efficiency measures, in line with guidance of approximately £18 million. We expect further savings and headcount reduction in FY25 as we focus on the offshoring of some roles to our global centres of excellence, following a period of dual running, as new teams are onboarded. We have implemented a flatter organisational structure and moved several central functions, including marketing, product management and some technology teams, into four geographically-aligned divisions to enhance client centricity and product velocity. We have continued to optimise the way that our global centres of excellence in Poland, India and South Africa support the business and identify opportunities to automate business processes. We are also developing our culture to enhance ownership and accountability across the organisation. In the year, we also successfully migrated our data centres to new locations, ahead of schedule. Capital allocation We continue to allocate capital in line with our Capital Allocation Framework. Regulatory capital requirements Our first priority is ensuring that we meet our regulatory capital requirements. On 1 January 2022, the Group transitioned to the Investment Firm Prudential Regime (“IFPR”). As announced in September, following the first Supervisory Review and Evaluation Process (“SREP”) under the new regime, the Group’s regulatory capital requirement reduced from £497.4 million at 31 May 2023 to £289.8 million as at 31 August 2023, evidencing the high quality and strength of our risk management frameworks and controls. As at 31 May 2024, our Group minimum regulatory capital requirement was £298.6 million (31 May 2023: £497.4 million) and regulatory capital resources totalled £936.9 million (31 May 2023: £996.3 million), equating to headroom of £638.3 million (31 May 2023: £498.9 million). Allocating capital across our stakeholders We continue to allocate 1% of post-tax profits to charitable causes. For FY24, this equates to £3.5 million which will be proposed to be donated to charities focused on empowerment through education. A proposed final dividend of 32.64 pence per share represents a total dividend for the year of 46.2 pence per share, an increase of 1 pence on the prior year, representing a progressive and sustainable increase. Having assessed regulatory capital headroom and alternative uses of capital, we have announced a £150 million share buyback which will start in the coming weeks and complete by 31 January 2025. #### I’m confident that we #### have a solid platform #### on which to build but #### we have lots of work to do to take it to the #### next level.” Breon Corcoran CEO Outlook and guidance In FY25, the Group expects total revenue and adjusted profit before tax to be in line with market expectations, which can be found on the IG Group website. The Group tax rate is expected to be approximately 24%. IG has solid positioning in large and growing target addressable markets but there is much more we can do to unlock our potential. We have to get closer to our customers to deliver better products tailored to their needs more quickly, drive efficiency and add scale in the pursuit of stronger growth. IG mobile application in use We are also developing our culture towards greater ownership and accountability across the organisation. Delivering against these objectives will be key to growing our market leadership and achieving sustainable, stronger revenue growth. 15 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 FY24 £987.3m FY23 £1,022.6m FY22 £973.1m FY24 346,200 FY23 358,300 FY22 381,500 FY24 £254.7m FY23 £216.3m FY22 £157.1m FY24 82% FY23 87% FY22 86% FY24 46.2% FY23 48.0% FY22 51.1% FY24 35% FY23 35% FY22 34% FY24 £350.1m FY23 £350.9m FY22 £437.3m Key Performance Indicators (KPIs) We continually review our KPIs to ensure they best reflect our progress. This year we have updated some measures to align with our strategy. The updated metrics include total revenue and total revenue from non-OTC products to reflect growth of the business and our increasingly diverse product range. We have also shown how each of our KPIs links to our various stakeholder groups. Financial Our financial metrics cover revenue, profitability, diversification and cash flow. Profit before tax margin is presented on an adjusted basis, and net own funds generated from operations is a management metric for cash flow. Non-financial Our non-financial KPIs reflect our strategic goals in relation to a wider range of stakeholders. The below KPIs reflect our targets in relation to our clients, people and communities. Together with our financial KPIs, we present a holistic view of our strategic direction. Total revenue £987. 3 m Total number of active clients 346,200 Total revenue from non-OTC products £254.7m Employee engagement score 82% Stakeholders key Adjusted profit before tax margin 46.2% Gender diversity 35% Net own funds generated fromoperations £350.1m Total revenue is our new revenue metric and represents revenue from products and services and interest on client money less cost of hedging. This metric has been updated from total operating income to only reflect revenue streams from clients. This is a measure of overall client activity. As the Group diversifies, the number of total active clients is the most relevant metric for assessing penetration of our target market. This metric has been updated from OTC clients. Active clients decreased modestly in the year but remained robust given challenging market conditions in the year. Our diversification metric shows the growth of revenues from outside our core product. OTC products remain our primary revenue source. We have changed from a percentage metric to an absolute metric, reflecting our focus on growth of all areas of the business. On an annual basis we run people surveys with our colleagues around the world. Our engagement metric represents the average score of several key questions. Employee participation in the survey was 87%. Our profitability measure indicates the extent to which we’re able to convert our revenue into profit, as we maximise value for shareholders while investing in growth and resilience. It is presented on an adjusted basis. The recent reduction in our profit margin reflects a reversion to more sustainable levels following significant market volatility. Our gender diversity metric represents the percentage of females employed across the Group. Our goal is to increase this number over time, and we have a strategy in place to achieve this goal. Our balance sheet strength metric measures the cash we generate. It indicates our ability to keep meeting our financial obligations as they fall due, including broker margin requirements and dividend payments. Investors Clients Communities People Regulators Suppliers 16 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Sustainability Report #### Introduction to our Sustainability Report Our Sustainability KPIs To ensure its long-term viability, #### IG Group must pursue its goals sustainably. We believe this means #### operating ethically, minimising our impact on the environment, and #### playing our role in supporting a socially mobile and inclusive community. This mandate is enshrined in our Group- wide sustainability strategy. Each #### material sustainability issue receives #### internal targets and roadmaps which #### are tracked as KPIs with Executive #### and Board Committee oversight. Our Sustainability Strategy To navigate the constant changes in our world, we regularly iterate and update our sustainability strategy and expect our sustainability KPIs to evolve over time. For FY24, we have introduced two new KPIs. The first relates to ethnic diversity. As with our gender data, this data is self-reported by our colleagues on a voluntary basis. The second relates to the percentage of our colleagues participating in our community programme. Participation includes utilising a volunteering day, accessing our matched giving scheme, or participating in a fundraising event for one of our charity partners. Employee engagement score Gender diversity Ethnic diversity Total emissions Community impact 87% engagement 19% women in leadership roles - New for FY24 9.45 tCOe per employee 95,876 beneficiaries impacted 44% colleagues participating in community programmes FY24 Targets 82% engagement 22% women in leadership roles 12% from ethnic minority groups in leadership roles 13.7 tCO 2 e per employee 302,158 beneficiaries impacted 36% colleagues participating in community programmes Maintain or improve score 35% by end of FY25, 40% by end of FY28 20% by December 2027, 25% by end of FY29 Establish net zero targets 1 #### million beneficiaries impacted for the period 2024 – 2026 40% colleagues participating in community programmes FY23 Our Awards & Recognition Our progress and commitment to sustainability continues to be recognised around the globe with a number of awards and ratings. We are particularly proud to have maintained our status as a Living Wage employer in the UK, to have been recognised as a Top Employer in the UK and in South Africa. We are also a constituent of the FTSE4Good Index, improving our overall score in the process. 17 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 35% 39% 52% 65% 61% 48% Essential or nice to have Not impotant or other P roactive steps to reduce im pact on the environment Commitme nt to diversity and pr inciples of inclusion I mpactful community out reach programme 58% 59% 48% 42% 41% 52% Much more or somewhat more likely Indifferent or less likely P roactive steps to reduce im pact on the environment Commitme nt to diversity and pr inciples of inclusion I mpactful community out reach programme Sustainability Report continued #### Our people: the most important resource Nurturing talented, dedicated colleagues enables us to deliver the products and services that keep us at the forefront of our industry. This has been a year of transition for the Company which generates both excitement and a degree of uncertainty for our colleagues around the globe. It is in this context of change and uncertainty that we have seen our overall employee engagement score fall for the first time in several years. However, our strong company culture and commitment to transparency has helped us navigate through and we finish the year in a position of strength – with our people motivated and excited to deliver the excellent service to our clients that makes this Company so special. A number of initiatives have stood out in FY24. We are particularly proud of the implementation of a Global Share Purchase Plan which means that every employee around the globe now can invest in IG Group shares. The advantages of such schemes are well documented but we believe that enabling our people to share in the successes of the Company, and aligning the interests of our colleagues with our shareholders, is not only sensible business, but a sign of our commitment to being an excellent place to work. The wellbeing of our people remains paramount and we continue to offer all colleagues access to an employee assistance programme and, in FY24, we trained a cohort of 45 mental health first aiders across the globe. All our employees are entitled to two full days of volunteering leave per year. We also encourage colleagues to participate in community outreach work through fundraising events, where we match any funds raised up to £1,000 per individual. Not only are these programmes excellent for team building and mental wellbeing, but our charity partners also really benefit from the wide-ranging talents found across our teams. We are immensely proud of the fact that 36% of our colleagues have participated in our community programme – by either using volunteering leave or getting involved in a fundraising initiative. Listening to our stakeholders For our clients: How important are these factors when selecting a new trading/investment provider? For our people: To what extent do these priorities make you more or less likely to stay at IG Group? Sustainability in the corporate context encompasses a broad spectrum of issues, risks and priorities. To ensure that our sustainability programme successfully represent the values and priorities of our clients and our people, we introduced sustainability questions into our bi-annual client sentiment survey and conducted a sustainability ‘pulse’ survey of a cohort of our colleagues. The results were interesting and provide us a good benchmark to track attitudes over time. See our website for more Muzna Qureshi: Head of D&I and Wellbeing 18 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 D&I Targets and Data:  Expanded the stretch targets for our senior leadership team to include race/ethnicity targets aligned with the UK Parker Review approach  Gathered additional and more robust D&I data from our people to track progress and inform interventions D&I Training:  Continued to deliver our D&I behavioural change programme (Powering Inclusion Programme), including a bespoke training programme for the Board, with plans for further sessions throughout the year for our new Executive Committee D&I Programmes:  Implemented a Sponsorship Programme, targeting our mid-level women deemed as critical talent and pairing them with senior Sponsors across the business to raise their visibility across the organisation and ultimately retain and develop this talent  Partnered with Women in Banking and Finance UK to leverage their network to build connections and raise our visibility in the external market. Through this partnership we have also had the opportunity to leverage some of their existing initiatives, such as their cross-Company mentoring programme where we have our own colleagues signed up as mentors and mentees  Implemented a global Mental Health First Aid programme to ensure our people have access to support required. Altogether, we have 45 qualified Mental Health First Aiders across 11 regions  Our employee networks continued to connect both internally and externally to raise visibility, influence systemic change and work in partnership with the D&I function Enhancing Policies/Processes:  Enhanced the UK Parental Leave and Shared Parental Leave Policy to make it more competitive for all our people to attract and retain talent  Created a handbook for managers when re-onboarding employees from long-term absence, including parental leave, to ensure they are able to integrate back into the workplace/ team effectively  Integrated inclusion principles into core processes such as performance management, talent acquisition, and promotions to ensure proportionate distribution Achievements in FY24 #### Our approach to diversity: Embracing inclusion Sustainability Report continued Our Diversity and Inclusion (D&I) strategy is to integrate inclusion into everything that we do. It’s about having a leadership team that reflects the diversity of our amazing colleagues and fostering an inclusive culture, with diversity of thought represented at all levels, where everyone can feel safe and able to contribute to the success of our Company. By driving this strategy and approach, we’re not checking boxes, we’re shaping a culture where everyone feels valued, respected, and empowered. We are now two years into driving this refreshed strategy. There is more work to be done, but this milestone represents our unwavering continued commitment to making IG Group an even more inclusive place to work. One of the key aspects of our strategy is the integration of stretch targets to pull through more diversity into our senior leadership team. These targets are: 35% of our senior leadership team to be female by FY25 and 20% of our senior leadership team to be from ethnic minority groups by December 2027. These are regularly tracked with the involvement of our Executive Committee and Board. We do recognise that we have a lot of work to do but we’re proud of the progress that we’ve made in FY24. Currently, 35% of all our colleagues are female and 39% are from ethnic minority groups (in both cases this is based on colleagues voluntarily self-reporting and in locations where it is legally permitted to ask for this data). We remain focussed on increasing representation across the Group and within the senior leadership team and are committed #### As a globally competitive #### business, it’s increasingly #### essential we create a culture #### and environment that is #### inclusive and fair so that we can #### attract and retain the very best #### talent and also build products and services that meet the #### needs of an increasingly #### diverse customer base. ” Barbara Duffy Chief People Officer to continued efforts on this to have a chance of meeting our D&I goals of 35% women in our senior leadership team by the end of FY25. In the UK, our regulator – the FCA – is recognising the importance of prioritising D&I in the sector and will be integrating this into their handbook later this year. We are well-positioned for this coming change thanks to the foundational work we have been driving over the last two years. In summary, D&I is about creating the best team to allow us to build more innovative products that truly resonate with our current and future clients and cater to their unique requirements. Together, we can create a more inclusive and vibrant future for our industry. 19 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Sustainability Report continued Board and Executive Management gender data: Number of Board members Percentage of the Board Number of senior positions on the Board Number in Executive Management Percentage of Executive Management Male 8 73% 4 7 64% Female 3 27% 0 4 36% Not specified/prefer not to say 0 0% 0 0 0% Board and Executive Management race/ethnicity data: Number of Board members Percentage of the Board Number of senior positions on the Board Number in Executive Management Percentage of Executive Management White British or Other White (including minority White groups) 9 82% 4 11 100% Mixed/multiple ethnic groups 0 0% 0 0 0% Asian/Asian British 2 18% 0 0 0% Black/African/Caribbean/Black British 0 0% 0 0 0% Other ethnic groups, including Arab 0 0% 0 0 0% Not specified/prefer not to say 0 0% 0 0 0% The Nomination Committee and the Board carefully consider the diversity- related reporting requirements set out in the Listing Rules and recommended by the FTSE Women Leaders Review. As at 31 May 2024, we have not met the Listing Rules targets set out under LR 9.8.6R (9) that at least 40% of our Board should be women and at least one of the four senior positions on the Board (Board Chair, Senior Independent Director, CEO, CFO) is held by a woman. We have met the target that at least one individual on the Board is from an ethnic minority background. The Directors are committed to a diverse organisation, including the Board. We continue to appoint on merit, based on the skills and experience needed on the Board and by considering all forms of diversity, and in the case of Non- Executive Directors, independence. We are committed to achieving the targets for female representation on the Board as soon as we can through our succession planning and appointment processes, and ensuring that we appoint the right candidate for us based on merit. 1 Race/ethnicity data and gender data is voluntarily self-reported (using local census data categories and collected where legally possible). 2 This includes two layers of management below and including the Executive Committee and includes directors of our subsidiaries. 3 Executive Management relates to the Executive Committee, including CEO, CFO and COO. 4 Senior Board positions are CEO, CFO, Senior Independent Director, and Chair. Statement on listing rule compliance Diversity data The tables below analyse the gender and ethnic balances of Directors and employees within IG Group as at 31 May 2024. We continue to aspire to increase diversity across and at every level of our organisation, and our Diversity Commitment is available on our website. Gender data 1 : 31 May 2024 31 May 2023 % changeNumber % Number % Senior leadership 2 Male 81 77% 84 81% (4%) Female 23 22% 20 19% 3% Prefer not to say 1 1% 0 0% 1% Total 105 104 Total employees Male 1,670 65% 1,654 65% 0% Female 890 35% 881 35% 0% Prefer not to say 10 0% 0 0% 0% Total 2,570 2,535 Race/ethnicity data 1 : 31 May 2024 31 May 2023 % changeNumber % Number % Senior leadership White 75 77% 70 74% 3% Ethnic Minority 12 12% 12 12% 0% No response/ prefer not to say 10 10% 13 14% (4%) Total 97 95 Total employees White 689 35% 727 37% (2%) Ethnic Minority 757 39% 719 37% 2% No response/ prefer not to say 503 26% 495 26% 0% Total 1,949 1,941 20 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Sustainability Report continued #### Community #### Social mobility through digital skills Case Study In FY21 we pledged 1% of our post-tax profits to charitable causes. We’ve now completed two cycles of this initiative and are building an exciting legacy of positive impact in communities around the globe, particularly in relation to our strategic theme of ‘empowerment through education’. Here are two examples of what we’ve achieved in the last 12 months. This year we set ourselves a target of reaching 250,000 beneficiaries – the first step towards our three-year target of 1,000,000 by FY26. For more details on how we have achieved this, and to find out about our Theory of Change, take a look at our Community Impact Report on the IG Group website. We’re proud to have had the opportunity to support the NASSCOM Foundation. It gives #### me great satisfaction to know #### that we’re positively impacting #### the lives of those participating #### in the programme and their extended families. We look #### forward to continuing our #### engagement.” Anand Kadur Head of IG India - Global Service Centres #### We believe that digital #### skills are essential to drive #### inclusive economic growth. Our collaboration with the #### NASSCOM Foundation helps us give back to the #### community and create #### opportunities. By many measures Bengaluru’s growth over the last decade has been an incredible success. But, as is often the case, certain communities are marginalised and risk getting left behind. Recognising this to be pressing issue, IG’s India office teamed up with the NASSCOM Foundation – a national non- profit linked to a national association of India’s technology industry – to find a way of tackling the problem. We piloted a digital skills programme primarily aimed at women and people with disabilities living in communities on the outskirts of Bengaluru. Over a ten-month period a cohort of over 300 beneficiaries participated in a series of workshops, tutorials and work experiences to boost their chances of finding employment in the city’s booming tech industry. The pilot exceeded all targeted outcomes and we are scaling up the programme for a second year. See our website for more 300+ beneficiaries over a ten-month period. India 21 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 USA Sustainability Report continued #### We’re putting our money #### where our mouth is on #### our commitment to a #### more inclusive future #### for the industry, with a #### $600,000 donation to #### the Greenwood Project. Case Study ### Empowering Black and Latino futures The financial services sector is notoriously lacking in diversity – a challenge that in Chicago is characterised in particular by a lack of career pathways for Black and Latino students. This is a problem for so many reasons and a problem that IG Group has a responsibility to address. We are doing so in a number of ways and an exciting example is a partnership that we’re developing between tastytrade and the Greenwood Project, a charity that has been doing incredible work in this area since 2016. Our new three-year partnership is founded on a $600,000 unrestricted donation to the Greenwood Project. This money will be used to develop and deliver their fantastic scholarship programme – benefiting three annual cohorts of Greenwood Project scholars. We will also find opportunities to engage directly – by getting our wonderful employees to provide careers insights talks to groups of Greenwood Project scholars and, of course, by hosting their Greenwood Project scholars for summer internships. The collaboration between tastytrade and the Greenwood Project serves as a powerful example of how corporations can have multi-layered impact. By investing this time, money and expertise, tastytrade is improving the career prospects of many Greenwood scholars, whilst also helping tackle the financial sector’s diversity challenge. It is also important to note how much our Company benefits from engaging in programmes of this type – we learn so much from the scholars themselves and from the diversity of thought that the partnership provides. See our website for more VIP guests: tastytrade and the Greenwood Project announced their partnership at a ribbon-cutting held at tastytrade’s new office in downtown Chicago. IL Governor JB Pritzker attended and delivered a speech highlighting the importance of innovation, financial services, and technology to the Illinois economy, and commending the important work that Greenwood is doing to prepare students of colour for opportunities in the financial services industry. 22 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Community Outreach Diversity & Inclusion Head of D&I and Wellbeing Head of Environment Head of Social Impact Employee networks Community Champions Product governance and client vulnerability Accountable leadership and incentives Ethical supply chain Sustainability risk Grant Making Panel Human Rights Responsible investment Community Outreach Community Outreach Data assurance and sustainability repoting Net zero Diversity & Inclusion Board Sustainability Team Executive Committee Sustainability Committee Audit Committee Board Risk Committee Remuneration Committee Sustainability Report continued #### Task force on Climate-Related #### Financial Disclosures The technology industry is responsible for 1.5-4% of global greenhouse gas (GHG) emissions. We recognise our contribution to this and are committed to reducing our footprint and to playing our role in supporting a brighter, greener future. This section provides our full TCFD disclosure consistent with all 11 of the TCFD recommendations and in accordance with Listing Rule 9.8.6R. Governance We manage our climate-related risks via two methods: our operational risk registry, and a bi-annual climate risk scenario modelling exercise. Climate risks are recognised within our framework and subject to oversight from the Board (delegated to the Board Risk Committee) and Executive (delegated to the Executive Risk Committee) and follows our approach to risk management. The day-to- day monitoring and management of climate- related risks is the responsibility of our Head of Environment and Sustainability team. The climate risk model uses scenarios from the Network for Greening the Financial Sector to estimate risks to our business and greater macroeconomic conditions. Risks are graded by severity, likelihood, and velocity at which the risk could occur. Key developments for FY24 and notes on compliance with TCFD recommendations  Oversight of climate-related risks have now been integrated into our operational risk monitoring with assigned controls and accountability. Risks and incidents get escalated to Executive leadership when appropriate.  We conduct annual audits and supply chain due diligence for our Tier 1 suppliers. Engagement questionnaires are drafted and validated in collaboration with third-party expertise.  We worked with our environmental consultants to refresh our climate- related risks and opportunities register twice during the year. We now consider multiple physical risks from worsening climate change are in our immediate time horizon but remain unpredictable.  We’ve improved our data maturity and advanced our value chain emissions inventory. We can now calculate the emissions resulting from our held cryptocurrency assets and emissions associated with clients accessing our products on their devices. Sustainability governance structure 23 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Australia Sustainability Report continued Task force on Climate-Related Financial Disclosures continued Biodiversity The world’s ecosystems are currently being degraded faster than we can restore them. Our industry can often feel removed from natural ecosystems, so environmental protection and restoration has often been overlooked. But it’s a critically important issue, and we’re starting to better understand and identify the role we can play in addressing it. During FY24 we leveraged community grants from our Brighter Future Fund and volunteering leave to support projects around the globe that aim to regenerate natural ecosystems. The most significant projects are our support for urban tree planting in London with Trees for Cities and urban tree planting in Bengaluru with SayTrees. See our website for more Case Study Sustainable workspaces Our office in Melbourne is designed with best practice environmental features that we want to integrate across all our offices including:  Fitted with energy-efficient LED lighting  External shading controls to reduce energy demand and reduce glare  Centralised recycling facilities  90% of construction waste diverted from landfill  All scope 2 emissions from electricity are met by renewable energy and the scope 1 and 3 emissions are then offset off-site by accredited carbon offsets  Sustainable and responsible sourcing of steel, concrete, timber, PVC and building products such as blinds, carpets, lifts, ceiling tiles and partition walls 87. 5 % total global energy consumption was from renewable sources or tariffs in FY24. #### When searching for new office #### space in Melbourne it was an #### important consideration that #### it operated to the highest #### environment standards #### reflecting our commitment #### to sustainability and reducing #### our carbon footprint.” Matthew Davidson Head of Australia We sent these eight companies a supply chain questionnaire and assessed them across seven different categories: management, human rights, safety and diversity, net zero, natural resources, environmental transparency, and product stewardship. Their responses have helped us advance our thinking in relation to our pathway to net zero. We are also pleased to have added a new category to our footprint – ‘product usage’. We identified that there are emissions associated with our customers using our products on their smartphones and computers – the energy used to power these devices. Working with a consultant we devised a method to estimate these emissions and have included this in our footprint for the first time. The accuracy of this estimation will improve over time and will also offer us useful insights to inform our product design in the future. Reduce: This year we have successfully reduced our scope 1 and 2 emissions. However, our overall footprint has increased. This is partly because we have introduced some new data categories to our scope 3 calculations and partly because some of the previously reported categories have increased. More information on the reductions and the increases can be found in the Streamlined Energy and Carbon Report on page 26. Offset: In FY24, we maintained our carbon neutral status, offsetting our entire scope 1, 2 and upstream scope 3 emissions in line with PAS 2060. All offsets are verified by either the Gold Standard or UN Clean Development Mechanism. In FY22 we also offset our historic scope 1 and 2 emissions to become lifetime carbon neutral. Strategy This year we have continued to pursue our ‘Learn, Reduce, Offset’ strategy: Learn: It remains a top priority for us to better understand our impact on the environment. We have learned a lot over the last 12 months. For example, we have continued productive dialogue with eight key suppliers. These were selected because they are amongst our most significant spends, and because they represent a good cross section of our key services – such as business travel, cloud services and client relationship management services. 24 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Sustainability Report continued Task force on Climate-Related Financial Disclosures continued Risk management The impact of rising energy costs along with risks of damage to our servers and IT infrastructure from extreme weather events are currently considered to be our highest climate-related risks. In FY24, we developed a more sophisticated system for classifying and managing climate-related risks. We consider some of the climate risks identified to be material to our business. However, for now, none of these meet our internal criteria to be considered ‘principal risks’. We will closely monitor this situation and these risks will be upgraded if and when we consider it necessary. Notably, we now recognise physical risks from climate change as material due to their immediacy and unpredictability. Transition risks such as policy, legal, and market changes are also considered to be material due to the likelihood and expected impacts. Our Board Risk Committee receives periodic updates regarding our climate risk registry. Metrics and targets We assess climate-related risks and opportunities by looking at absolute and intensity-based energy and greenhouse gas (GHG) emission metrics, using ‘tCOe per employee’ as our intensity metric. This is one of our key sustainability metrics, and this is how we monitor our impact on the environment, alongside absolute emissions. Net zero: We had hoped to have net zero targets set by the end of FY24 but are not yet ready to make this commitment. There have been a significant number of changes to our structure and people – changes that were not anticipated when we set our FY24 target. These changes require us to re-visit roles, responsibilities and governance around net zero before commitments are made. We believe this is more responsible than setting the target before we are totally ready. Risk Description Term Control Policy Risks New policies are constantly being introduced, with three new regulations to come into effect within two to three years As climate regulations expand, so too do our responsibilities to meet the requirements, creating greater risk of non-compliance if adequate systems are not in place. Near 1 Every quarter, we review potential regulations that could pull us into scope, and determine what actions are required. It is frequently monitored, and we aim to begin preparations as soon as regulations become active. Our reviews, changes, and risk inventories are reported to our Board Risk Committee, Sustainability Board Committee, and Audit Committee. We also manage policy risks directly in our Operational Risk Registry, with bi-annual risk and control audits. Energy Risks South Africa and India already experiencing significant energy issues; Poland must actively transition away from fossil fuels Rising energy costs and disruptions pose risks to our core business operations – impacting our offices, data centres, and homes where our employees operate. We also recognise that markets are susceptible to these risks and could impact our business. Near We’re actively engaging with our building managers, landlords and energy providers to move to directly-sourced renewable energy for our offices. We’ve moved our data centres to co-location providers who operate on 100% renewable energy. These efforts will drive our costs down and hopefully mitigate any unexpected issues/incidents. We regularly monitor energy risks through our Business Continuity Plan, which has set defined controls to manage any disruptions. We also account for energy risks in our Operational Risk Registry defined under climate-related risks, with dedicated Risk and Control owners. Physical Risks Extreme heat and increasing temperatures India is already experiencing record-breaking heat waves and will continue to worsen each year; global temperatures will rise annually, and all our office locations will be impacted imminently and unpredictably. Near These risks to our business operations are controlled through our Business Continuity Plan. We are working toward building controls for more granular incidents and employee hazard protections. Physical Risks Storms and natural disasters Each of our operating regions rank in the top 50 of the Global Climate Risk Index. We are already seeing more frequent and severe storms around the world, and they will increase as climate change worsens. Near While unpredictable, we’ve elevated the importance of these risks and are working to develop the right controls to manage and mitigate any impacts. Our offices in Asia, notably Japan, India and Singapore, are at higher risk, and we are aiming to create controls that account for these heightened risks and potential impacts. These risks to our business operations are controlled through our Business Continuity Plan. We’re working toward building controls for more granular incidents and employee hazard protections. 1 Near-term is 3-5 years. 25 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Sustainability Report continued Our carbon footprint for FY24 has been prepared by an external consultant, Energise, and includes our scope 1, 2 and 3 emissions across all our businesses, locations, and all of our subsidiaries. The data was quantified in line with the GHG Protocol standard and applying the most relevant emissions factors sourced from the Department for Environment, Food and Rural Affairs’ 2020 UK Greenhouse Gas Conversion Factors for Company Reporting, and other equivalent data sources for our emissions outside of the UK. Where data is not available, standard estimation methods have been applied to account for these emissions. Our Streamlined Energy Carbon Report highlights both progress and setbacks. We’re proud to have achieved significant emissions reductions across scopes 1 and 2. In part this was achieved by increasing our use of renewable energy, but we did not take any principal energy efficiency measures. In FY24, 100% of the electricity that we purchased in our Poland, Spain, and Australia offices and 80% of the electricity that we purchased in our India office is either directly from renewable sources or purchased through renewable tariffs. These offices join our UK locations which have been operating on renewable tariffs for several years, and means that 87.5% of our total global energy consumption was from renewable sources or tariffs in FY24. Conversely, our scope 3 emissions have increased significantly. This is predominantly due to the introduction of new emissions categories that we had not previously had adequate data to calculate or categories for which there had not previously been a recognised calculation methodology. The enhanced data we’ve been able to collect are: scope 3 category 2 emissions associated with capital goods expenditure, scope 3 category 4 emissions associated with upstream transportation and distribution, and scope 3 category 15 emissions associated with the cryptocurrency assets that we hold. The new methodology relates to scope 3 category 11 – for the first time, we have been able to include emissions from our customers using one of our products on their smartphones and computers, and plan to expand this to all our products (see the TCFD report on page 23 for more information). As we improve our data maturity and emissions profile, we also improve our capacity to make informed decisions and more precise net zero targets. GHG Protocol Scope Sub-category 31 May 2024 31 May 2023 YOY Change Scope 1 179.8 723 -75.1% Fugitive emissions 68.9 521.9 -86.8% Combustion 110. 9 201 -44.9% Scope 2 Purchased electricity 274.3 401.1 -31.6% Scope 1 and 2 454.1 1124 -59.6% Intensity ratio 0.17 0.42 -59.5% Global energy use 8,975,696 kWh 10,206,432 kWh -12.1% Overseas energy use 875,199 kWh 1,179,267 kWh -25.8% UK energy use 8,100,497 kWh 9,027,165 kWh -10.3% Scope 3 36,701.6 25,084.8 +46.3% Purchased goods and services 26,628.3 22,124.5 +20.4% Capital Goods 4 ,511.6 – – Investments 1,743.9 – – Business travel 1,14 3 .6 522 +119.1% Employee commuting 1,691.5 5 47.5 +7.7% Fuel and energy-related services 722.5 779.6 -7.32% Use of sold products 103.7 – – Waste generated in operations 89.7 88.4 +1.5% Upstream transportation and distribution 67. 0 – – Emissions per employee (intensity ratio) 13.7 9.45 +39.6% Grand total 37,155.7 26,208.9 +41.8% #### Streamlined Energy #### Carbon Report 26 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 #### Governance Product governance and responsible investment Product governance refers to the systems and controls we have in place to design, approve, market and manage our products throughout the products’ lifecycle to ensure they meet legal and regulatory requirements. Good product governance ensures our products meet the needs of our target market and deliver appropriate client outcomes, enabling us to meet our obligations under Consumer Duty in the UK and “powering the pursuit of financial freedom for the ambitious” across our product offering around the world. Our approach to product governance spans the entire product lifecycle from design to distribution. To find out more, you can download our Product Governance statement from the IG Group website. We provide access to a wide range of financial instruments for clients within our target market that can demonstrate they have the relevant understanding of our products. We offer market-making and brokerage services and do not make trading or investment decisions on behalf of our clients. Therefore, Sustainability Report continued Helen Stevenson: Non-Executive Director Collaboration space: Frankfurt our approach to responsible investment focuses on the governance around onboarding clients, and on the custody and investment of the Group’s own funds and segregated client money. For more details you can download our Responsible Investment Statement from the IG Group website. Business ethics, transparency and accountable leadership We conduct our business in an ethical manner, protecting the principles of human rights in all of our operations. We abide by the UK Bribery Act 2010 and we have a Dealing Policy, a Disclosure Committee and associated policies to ensure that we meet the requirements of market abuse regulations. We also have global policies to comply with anti-bribery and anti-corruption laws, including those covering employee gifts and hospitality. We do not make or endorse facilitation payments. Every year employees receive mandatory anti- bribery and corruption training and market abuse training, through an e-learning module which includes a knowledge assessment. This ensures that these principles of business ethics are fully integrated into our business. We do not make contributions to political parties. We are committed to being open and transparent. One way we achieve this is to publish policy documents and reports on the IG Group website ‘Download Centre’, including information about our tax strategy. This year we paid £140.9 million (2023: £161.3 million) to tax authorities globally. We paid £102.9 million in corporate income taxes (2023: £116.6 million). More details on our taxes paid and on our effective tax rate for FY24 can be found in the Financial Statements. We continued to ensure the leadership team is incentivised to deliver on our commitment to sustainable and responsible business. For more details about how sustainability is integrated into the Sustained Performance Plan and the bonus, see page 92. Board Committee oversight Our Board Committees play an absolutely critical role in the governance of IG Group. More information about these committees, their roles and responsibilities and how they have fulfilled these responsibilities can be found on pages 51 and 68 to 87 and a table showing how these committees oversee our sustainability agenda can be found on page 23. Consumer Duty Our existing core focus on good client outcomes has led to no major changes across all FCA prescribed dimensions of Consumer Duty, with only minor enhancements implemented to ensure our clients achieve good outcomes based on consideration of price and value. 27 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 #### Non-financial and sustainability #### information statement Section 414CA of the CA2006 requires the Company to include within its Strategic Report a non-financial and sustainability information statement setting out such information as is required by Section 414CB of the CA2006. The table to the right and the information it refers to are intended to help stakeholders understand our position on key non-financial and sustainability matters As well as the pages referenced in the table, more information about these policies and procedures can be found on the download centre on the IG Group website. Reporting requirement Policies and standards governing our approach Find out more about these topics Environmental and climate- related matters TCFD (including CFD) statement See pages 23-24 SECR statement See page 26 Our people Diversity and Inclusion Policy See pages 19-20 Anti-Discrimination and Harassment Policy Recruitment Policy See page 18 Absence Management Policy See page 18 Annual Leave Policy See page 18 Parental Leave Policy See page 18 Group Whistleblowing Policy See page 18 Transitioning at Work Policy See page 18 IG Health and Safety Policy See page 18 Human rights Statement on Slavery and Human Trafficking (Modern Slavery) See page 27 Vendor Management Policy (including vendor due diligence processes) See page 27 Vendor Management Statement See page 27 Anti-bribery and corruption IG Group Anti-Bribery Policy See page 27 IG Group Gifts and Hospitality Policy See page 27 IG Share Dealing Code See page 27 IG Personal Account Dealing Policy See page 27 Group Market Abuse Policy See page 27 Group Conflicts of Interest Policy See page 27 PEPs and Sanctions Policy See page 27 Client Risk Categorisation Policy See page 27 Group Whistleblowing Policy See page 27 Group Global Anti-Money Laundering (including Counter Terrorist Financing) See page 27 Community and social matters Community Impact Report See pages 21-22 Description of principal risks and impact on business activity Risk Management Framework See pages 37-41 Description of business model See page 4-5 Non-financial KPIs See page 16 Sustainability Report continued 28 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Business Performance Review #### Our business #### performance review Summary Group Income Statement £m FY24 FY24 adjusted FY23 FY23 adjusted Change % Change adjusted % Net trading revenue 844.9 844.9 941.8 941.8 (10%) (10%) Net interest income 142.4 142.4 80.8 80.8 76% 76% Total revenue 987.3 987.3 1,022.6 1,022.6 (3%) (3%) Betting duty and other operating income 1 1.5 1.5 0.8 (2.5) Net operating income 988.8 988.8 1,023.4 1,020.1 (3%) (3%) Total operating costs 2,3 (619.6) (564.1) (584.9) (541.0) 6% 4% Operating profit 369.2 424.7 438.5 479.1 (16%) (11%) Other net losses (3.5) (3.5) (2.6) (2.6) Net finance income 35.1 35.1 14.0 14.0 Profit before tax 400.8 456.3 449.9 490.5 (11%) (7%) Tax expense (93.1) (106.0) (86.2) (94.0) 8% 13% Profit after tax 307.7 350.3 363.7 396.5 (15%) (12%) Weighted average number of shares for the calculation of EPS (millions) 387.8 387.8 418.7 418.7 (7%) (7%) Basic earnings per share (pence per share) 79.4 90.3 86.9 94.7 (9%) (5%) 1 FY23 adjusted betting duty and other operating income excludes £3.3 million of income for the reimbursement of costs relating to the sale of Nadex. 2 Operating costs include net credit losses on financial assets. 3 FY24 adjusted operating costs exclude £55.5 million of one-off items and recurring non-cash items (FY23: £43.9 million). £9 87. 3 m Total revenue in FY24 £456.3m Adjusted profit before tax from continuing operations in FY24 All results are presented on a continuing operations basis which excludes items related to the sale of Nadex operations which completed in FY22 and was classified as a discontinued operation. In FY23, the Group subsequently disposed of assets related to Nadex. The following analysis on the income statement is presented on an adjusted basis, which excludes certain one-off items and recurring non-cash items. Further detail on these adjustments and a reconciliation of alternative performance measures used in this report is contained in the appendix. 29 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Business Performance Review continued Total revenue Total revenue consists of net trading revenue and net interest income. Total revenue was £987.3 million in FY24, down 3% on FY23. Total revenue by product Total revenue (£m) FY24 FY23 Change % OTC derivatives 732.6 806.3 (9%) Exchange-traded derivatives 214.4 186.5 15% Stock trading and investments 40.3 29.8 35% Total revenue 987.3 1,022.6 (3%) OTC derivatives total revenue was £732.6 million, down 9% reflecting softer market conditions in the period, and lower levels of client activity. Exchange-traded derivatives total revenue was £214.4 million, up 15% on the prior period. This includes tastytrade total revenue of £200.6 million, up 18%, as higher interest rates increased interest income, and net trading revenue increased 5%. Stock trading and investments total revenue was £40.3 million, up 35% on FY23, reflecting higher interest rates, while net trading revenue was flat. Non-OTC products contributed total revenue of £254.7 million in FY24, up from £216.3 million in FY23. Net trading revenue Net trading revenue was £844.9 million, 10% lower than FY23 due to a reduction in OTC derivatives revenue. Net trading revenue performance by product Net trading revenue (£m) FY24 FY23 Change % OTC derivatives 681.0 782.0 (13%) Exchange-traded derivatives 141.1 137.1 3% Stock trading and investments 22.8 22.7 0% Net trading revenue 844.9 941.8 (10%) Net interest income 142.4 80.8 76% Total revenue 987.3 1,022.6 (3%) Active clients (000) Net trading revenue per client (£) FY24 FY23 Change % FY24 FY23 Change % OTC derivatives 179.1 189.5 (6%) 3,803 4,126 (8%) Exchange-traded derivatives 1 92.5 91.6 1% 1,526 1,490 2% Stock trading and investments 86.9 90.8 (4%) 263 250 5% Total 2 346.2 358.3 (3%) 1 Exchange traded derivatives revenue per client calculation excludes revenue generated from the Group’s US market maker in FY23. 2 Total Group active clients have been adjusted to remove the clients who are active in more than one product category (multi-product clients) to give a unique client count. In FY24 there were 12,200 multi-product clients, compared with 13,700 in FY23. 30 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Business Performance Review continued First trades (000) FY24 FY23 Change % OTC derivatives 41.1 45.5 (10%) Exchange-traded derivatives 24.0 21.9 10% Stock trading and investments 8.5 9.6 (12%) Total 1 69.9 72.6 (4%) 1 Total Group first trades have been adjusted to remove the clients who traded in more than one product category to give a unique first trade count. OTC derivatives OTC derivatives net trading revenue of £681.0 million was down 13%, reflecting a reduction in client activity, with active clients declining 6% on FY23 and average revenue per client down 8%. The reduction in active clients was observed in Q1, with clients remaining stable since. Lower demand in the market resulted in first trades reducing by 10% on FY23. OTC derivatives trading revenue declined year-on-year in all geographies, with the exception of Singapore, where trading revenue of £72.1 million increased 6%, reflecting an increase in trading from our larger clients. Average revenue per client increased 31%, offsetting a 20% reduction in active clients. UK and EU trading revenue was £342.5 million, down 14%. Within this, active clients declined 7% year-on-year and revenue per client was down 8%. Australia OTC derivatives net trading revenue of £80.9 million decreased 15%, reflecting lower active clients and revenue per client, down 5% and 10% respectively. Japan OTC derivatives net trading revenue was £78.5 million, down 21% against the record FY23 performance. Active clients were down 2% and revenue per client was down 19%. US OTC derivatives net trading revenue decreased 19% as net trading revenue per client declined 22% year-on-year, while active client numbers were up 4%. Exchange-traded derivatives Net trading revenue from exchange-traded derivatives was £141.1 million, up 3% on FY23. In US Dollars, tastytrade’s net trading revenue was up 10% year-on-year to $160.1 million. In reporting currency, tastytrade’s net trading revenue in FY24 was £127.4 million, up 5% on the prior year. Active clients increased by 1%, while revenue per client increased 4%. First trades in the period increased by 10% on FY23. Spectrum’s net trading revenue was £13.8 million, 12% lower than FY23. Active clients increased by 1%, with average trading revenue per client down 13%. First trades in the period increased 10% on FY23. Stock trading and investments Net trading revenue from stock trading and investments was £22.8 million, in line with FY23. Active clients reduced by 4% on the prior period while average revenue per client increased by 5%. Assets under administration increased to £3.9 billion at the end of FY24, up from £3.3 billion at the end of FY23. First trades were down 12% on FY23. Net interest income Net interest income on client balances in FY24 was £142.4 million, up 76% on the prior year total of £80.8 million as interest rates remained elevated. Interest income represented 14% of total revenue, increasing from 8% in FY23, reflecting the consistently high interest rates across the period and significant client balances. In our US businesses, client cash balances at the end of the period were $1.9 billion (31 May 2023: $1.9 billion). This contributed £75.6 million of interest income (FY23: £50.4 million). Outside the US, client balances of £2.7 billion were in line with prior year (31 May 2023: £2.7 billion). This included £380.3 million of qualifying money market funds (31 May 2023: nil) for which the interest is recognised in net interest income and £430.5 million of client funds on the balance sheet (31 May 2023: £420.4 million) for which the interest is recognised within net finance income. Interest income earned on the segregated client money balance and money market funds was £66.8 million compared with £30.4 million in FY23. Adjusted operating costs Adjusted operating costs exclude £55.5 million of one-off items (FY23: £43.9 million) and recurring non-cash items in order to present a more accurate view of underlying performance. A reconciliation of alternative performance measures used in this report is shown in the appendix. Adjusted operating costs for FY24 were £564.1 million, 4% higher than FY23. 31 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Business Performance Review continued Adjusted operating costs £m FY24 FY23 Change % Fixed remuneration 199.1 188.5 6% Advertising and marketing 83.1 93.5 (11%) Revenue related costs 57.5 47.9 20% IT, structural market data and communications 51.5 42.5 21% Depreciation and amortisation 44.5 29.6 50% Legal and professional 31.9 25.9 24% Other costs 50.4 63.1 (20%) Variable remuneration 46.1 50.0 (8%) Total operating costs 564.1 541.0 4% Headcount – average 2,695 2,616 3% Headcount – year-end 2,570 2,672 (4%) FY24 fixed remuneration was £199.1 million, up 6% on FY23. This reflects inflationary salary increases, a 3% increase in average headcount across the period as we continued to invest in the Group’s strategic and incubator projects, and a reduction in the capitalisation of salary costs in year, which decreased £3 million on FY23. Following the launch of the operational efficiency programme in October 2023, headcount reduced in H2, with year-end headcount of 2,570, down 4% on FY23 (FY23: 2,672). Advertising and marketing spend in the year was £83.1 million, a decrease of 11% as acquisition spend was scaled back in line with lower market demand. Further savings were realised as a result of more targeted resource allocation to enhance marketing return on investment. Revenue-related costs include market data charges, client payment charges, provisions for client and counterparty credit losses and brokerage trading fees. Revenue-related costs increased by 20% to £57.5 million, due to higher client and counterparty credit losses (increasing to £15.5 million, from £1.1 million in FY23). This was due to an isolated provision for debts arising from a small number of professional clients. All other costs in this category decreased year-on- year, reflecting lower levels of client activity. IT maintenance, structural market data charges, and communications costs were £51.5 million, increasing 21% on FY23, reflecting ongoing investment in technology including security enhancements, deployment of our cloud strategy and projects to support future growth. Inflationary pressures on contract renewals also increased costs in this category. Depreciation and amortisation increased by £14.9 million to £44.5 million in FY24. Our organisational restructure led to a reprioritisation of certain investment and development activities. As a result, the remaining value of the dailyfx.com domain name has been impaired and certain intangible work in progress has been derecognised leading to non-recurring costs of £11.1 million. The increase also reflects the full year impact of the Small Exchange, Inc. intangible assets acquired in March of FY23 and an increase in capital expenditure and internal development in prior periods to support operational projects, including the data centre migration. Legal and professional fees were £31.9 million, an increase of 24%, reflecting higher costs in relation to strategic and operational projects and ongoing litigation. Other costs, which include travel and entertainment, regulatory fees and irrecoverable VAT, decreased by 20% to £50.4 million, reflecting a reduction in irrecoverable VAT, regulatory fees, and lower staff-related costs. Variable remuneration of £46.1 million includes the general bonus accrual, share schemes and sales bonuses. The charge for the general bonus pool was £21.8 million, down 21% reflecting the Group’s performance against internal targets relative to the comparative period. Share scheme costs, which relate to long-term incentive plans for senior management, increased by 12% to £18.8 million (FY23: £16.8 million) including one-off acceleration of charges for outgoing executives’ share awards. Net finance income Net finance income in the period was £35.1 million, up from £14.0 million in FY23. Within this, finance income was £59.9 million (FY23: £30.2 million), partly offset by finance costs of £24.8 million (FY23: £16.2 million). Group finance costs are largely fixed, however finance income, which reflects the interest earned on corporate balances including client funds on balance sheet, benefited from higher interest rates. Profit before tax Profit before tax was £456.3 million on an adjusted basis, down 7% (FY23: £490.5 million). Taxation The adjusted tax expense of £106.0 million (FY23: £94.0 million) is higher than the prior year, despite lower profit before tax, due to the increase in the effective tax rate from 19.2% in FY23 to 23.2% in FY24 reflecting the increase in the UK Corporate Tax rate from 19% to 25% on 1 April 2023. The effective tax rate continues to be lower than the main rate of UK Corporate Tax as a result of lower tax rates in overseas jurisdictions where the Group operates and through the Group’s use of standard tax incentives in line with its tax strategy which is available on the IG Group website. The Group is not expected to be significantly impacted by the implementation of a global minimum effective tax rate of 15%. The effective tax rate will continue to be sensitive to several factors, including taxable profit by geography, tax rates levied in those geographies, and the availability and use of tax incentives and tax losses. 32 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Business Performance Review continued Earnings per share Basic earnings per share reduced to 90.3 pence (FY23: 94.7 pence) on an adjusted basis. This was due to a reduction in adjusted profit after tax of 12%, which was offset by a lower weighted average number of shares, reducing from 418.7 million shares in FY23 to 387.8 million shares in FY24, as a result of the ongoing share buyback. Return of shareholder funds In line with the Capital Allocation Framework, for FY24 the Board has recommended a progressive final dividend per share of 32.64 pence (FY23: 31.94 pence). This will be paid on 17 October 2024, following approval at the Company’s Annual General Meeting, to those shareholders on the register at the close of business on 20 September 2024. This represents a total FY24 dividend of 46.20 pence per share (FY23: 45.20 pence). During FY24, the Group has also repurchased 35,727,693 shares for total consideration of £247.5 million (including related costs of £4.0 million) as part of the approved share buyback programme. Summary Group Balance Sheet The Group continues to operate with a strong and liquid Balance sheet, with net assets at 31 May 2024 of £1,889.5 million (31 May 2023: £2,014.6 million). The Balance sheet is presented on a management basis which reflects the Group’s use of alternative performance measures to monitor its financial position. A reconciliation of these alternative performance measures to the corresponding UK-adopted International Accounting Standards balances is shown in the Appendix. £m 31 May 2024 31 May 2023 Change % Goodwill 599.0 611. 0 (2%) Intangible assets 216.6 276.5 (22%) Property, plant and equipment 1 20.3 17.6 15% Operating lease net liabilities (2.3) (2.2) 5% Other investments 1.8 1.2 50% Investments in associates 9.9 12.5 (21%) Fixed assets 845.3 916.6 (8%) Cash 2 912.3 795.2 15% Net amounts due from brokers 783.1 825.3 (5%) Own funds in client money 47. 3 75 .1 (37%) Financial investments 115 .7 234.1 (51%) Liquid assets 1,858.4 1,929.7 (4%) Issued debt (299.5) (299.3) – Client funds held on balance sheet (430.5) (420.4) 2% Turbo warrants (4.5) (2.7) 67% Own funds 1,123.9 1,207.3 (7%) Working capital (55.2) (74.4) (26%) Net tax receivable 2.2 2.7 (16%) Net deferred income tax liability (26.7) (37.6) (29%) Net assets 1,889.5 2,014.6 (6%) 1 Excludes right-of-use assets. 2 As per the Consolidated Statement of Cash Flows. 33 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Business Performance Review continued The Group continues to be highly cash generative, with £360.0 million (FY23: £221.4 million) generated from operations. For management purposes the Group measures the strength of its liquidity position using an own funds measure rather than cash, which is a combination of assets held by the Group, which already are, or can be deployed to meet its liquidity requirements, less restricted cash or amounts payable to clients. This broader measure is a more stable metric to assess the Group’s liquidity position. The Group saw a decline of £71.3 million in the carrying value of its fixed assets in the period. Most of the Group’s intangible assets, including goodwill, are US Dollar assets and foreign exchange movements resulted in a fall in the value of fixed assets by £16.5 million. There was also continued amortisation of intangible assets associated with the tastytrade acquisition of £31.3 million and depreciation of the Group’s tangible assets of £18.9 million. Organisational changes during FY24 which included allocating technology and marketing resources from central teams into divisional teams, resulted in a reprioritisation of internal development activities, and the derecognition of £3.1 million intangible work in progress. The decision to discontinue investment in the dailyfx.com website led to an £8.1 million impairment of the domain name. The impact on net assets of the fall in value of fixed assets and own funds was offset by a £19.2 million decrease in working capital requirements and a £10.4 million fall in current and deferred tax liabilities. Working capital requirements at 31 May 2024 were lower than at 31 May 2023 due to a lower bonus reflecting the Group’s performance for the year, and higher interest receivable on Group cash balances due to continued higher interest rates. Current and deferred tax liabilities have reduced predominately from the unwinding of a deferred tax liability which was recognised upon the acquisition of tastytrade. The Group’s own funds decreased by £83.4 million during FY24 due to a £71.3 million decrease in liquid assets and a £10.1 million increase in client funds on balance sheet. The ongoing share buyback continues to be a key driver in the reduction of the Group’s own funds balance. The Group made cash payments of £245.6 million (FY23: £175.2 million) to acquire and cancel shares in the period. £m (unless stated) FY24 FY23 Own funds generated from operations 453.0 4 67.5 As a percentage of operating profit 123% 107% Income taxes paid (102.9) (116. 6 ) Net own funds generated from operations 350.1 350.9 Net own funds generated from/(used in) investing activities 11. 9 (18.8) Purchase of own shares held in Employee Benefit Trust (13.3) (14.6) Payments made for share buyback (245.6) (175.2) Equity dividends paid to owners of the parent (178.3) (188.1) Net own funds (used in) financing activities (437. 2) (377.9) Decrease in own funds (75.2) (45.8) Own funds at the start of the period 1,207.3 1,253.8 Decrease in own funds (75.2) (45.8) Impact of movement in foreign exchange rates (8.2) (0.7) Own funds at the end of the period 1,123 . 9 1,207.3 Liquidity The Group maintains a strong liquidity position, ensuring sufficient liquidity under both normal circumstances and stressed conditions to meet its liquidity requirements. These liquidity requirements include broker margin, regulatory liquidity and working capital needs of its subsidiaries, and the funding of adequate buffers in segregated client money accounts. £m 31 May 2024 31 May 2023 Change % Liquid assets 1,858.4 1,929.7 (4%) Broker margin requirement (6 77.7) (678.2) – Cash balances in non-UK subsidiaries (381.1) (383.5) (1%) Own funds in client money (47.3) (75.1) (37%) Available liquidity 752.3 792.9 (5%) Available liquidity is a measure of the Group’s ability to meet additional liquidity requirements at short notice, typically increases in broker margin. Balances such as non-UK cash balances and own funds in client money are excluded from this measure as these cannot be immediately allocated. The Group optimises its liquidity position by centralising funds within the UK, where the majority of market risk resides. This ensures sufficient liquidity can be deployed as required. The Group continually reviews and optimises the return on deploying this liquidity, through fixed income instruments, money market funds and bank deposits. Significant time has been invested into developing strong banking relationships to ensure competitive interest rates on bank deposits. 34 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Business Performance Review continued The Group’s available liquidity is supported by its strong and diverse funding profile. This includes £328.7 million of liquidity through title transfer arrangements. The Group has a £400.0 million revolving credit facility and a £250.0 million committed repo facility providing the ability to quickly and efficiently convert financial investments into cash. The Group’s funding profile is further supported by its £1.0 billion Euro Medium- Term Note programme, from which it has £300.0 million notes in issue, maturing November 2028. The Group maintains an active dialogue with a variety of debt stakeholders, leading to the Group’s long- term credit rating from Fitch being placed on positive outlook in September 2023. In addition to the cash recognised on the balance sheet, as at 31 May 2024, the Group held £2,282.6 million (31 May 2023: £2,303.9 million) of client money in segregated bank accounts and qualifying money market funds, which are held separately from the Group’s own cash balances. Client balances are excluded from both the Group’s balance sheet and liquid assets as the Group does not have control over these balances. Regulatory capital The Group is supervised on a consolidated basis by the UK’s Financial Conduct Authority (FCA), which requires it to hold sufficient regulatory capital at both Group and in its UK-regulated entities to cover risk exposures. The Group’s capital headroom was £638.3 million (31 May 2023: £498.9 million). £m 31 May 2024 31 May 2023 Shareholders’ funds 1,889.5 2,014.6 Less foreseeable/declared dividends (118 . 0) (127.6) Less remaining share buyback (29.7) (22.5) Less goodwill and intangible assets (76 7. 3) (829.9) Less deferred tax assets (24.6) (23.2) Less significant investments in financial sector entities (11. 7 ) (13.7) Less value adjustment for prudent valuation (1.3) (1.4) Regulatory capital resources 936.9 996.3 Total requirement 298.6 497. 4 Headroom above minimum capital requirement 638.3 498.9 The Group’s regulatory capital resources, which totalled £936.9 million at 31 May 2024 (31 May 2023: £996.3 million) are an adjusted measure of shareholders’ funds. Shareholders’ funds comprise share capital, share premium, retained earnings, translation reserve, merger reserve and other reserves. The Group’s regulatory capital requirement as at 31 May 2024 was £298.6 million (31 May 2023: £497.4 million), which has reduced significantly compared to the previous year. The FCA completed its Supervisory Review and Evaluation Process during the year and the outcome was a reduction in the overall regulatory capital requirement. This reduction reflects the removal of the transitional Individual Capital Guidance, and regulatory capital is now based on the Group’s own assessment of capital requirements which varies daily with our internal risk assessment. The main factors which drive the Group’s internal risk assessment are market, credit and operational risks. Credit risks include potential client debts in the event of a sudden market move as well as exposure to hedging counterparties and banking counterparties should one or more of them default. Operational risk covers a wide range of potentially severe events, from a ransomware attack to a manual error when entering a trade on the dealing system. Market risk varies on a daily basis since the Group is counterparty to a high volumes of trades from clients around the world and positions are changing constantly. The largest daily movement in capital requirements during FY24 was £32.6 million. The Group also has regulated entities in overseas jurisdictions which are subject to the rules set by other regulators. These regulations are calculated on a different basis to the FCA regulations and may result in incremental capital requirements or the holding of additional buffers. 35 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Board and designated sub-Committees IG Group Holdings (IGGH) Management Client Money and Assets Committee Remuneration Risk Committee First Line Business functions Risk management Responsible for identification, assessment and management of risks faced in line with approved policies and procedures. Second Line Risk and Control functions Advisory and oversight services Maintain risk management and control policies, analyse and monitor risks against risk appetite. Third Line Internal Audit Assurance Provide independent, objective assurance reviews of appropriateness and effectiveness of controls, governance structures and processes. Risk Committee Technology Risk Committee Executive Risk Committee Best Execution Committee Transaction Repoting CommitteeVendor Risk Management Committee Audit Committee Board Risk Committee Remuneration Committee Board Risk Committee Audit Committee Information Security Technology Committee #### Risk Management Our approach to risk management is centred around an embedded Risk Management Framework which flexes and scales to meet our business objectives and client demand, whilst preserving our financial position, regulatory reputation and ensuring good outcomes for both clients and markets. The Board is ultimately responsible for maintaining a strong risk management culture. Risk Management Risk Management Framework (RMF): Building resilience through structure We have an established framework to proactively identify, measure, manage, monitor, and report the risks faced by our business. This includes the risk that our conduct may pose to the achievement of good outcomes for clients, or to the sound, stable, resilient, and transparent operation of financial markets. The RMF provides the Board with oversight and assurance that our risks, including the risks relating to the achievement of our strategic objectives, are understood by all our stakeholders, and drives resilience across the business in line with our appetite and set tolerance levels. The RMF is supported by numerous policies and frameworks covering all areas of our business from our management of market, credit, and liquidity risk to the systems and controls we put in place to manage and oversee our technology, operational and conduct risks. Risk culture: Nurturing risk ownership Embedding a sound Risk culture is fundamental to the effective operation of our RMF and sets the tone, alongside our core value of ‘Champion the Client’, for conduct in all business activities and expected behaviours. Central to our risk culture is a commitment to integrity and to principles of responsible business. This is driven by individual accountability, with defined roles and responsibilities prescribed across the Group as detailed under the Senior Managers Certification Regime in the UK. We operate aThree Lines Model, with segregation of responsibilities as detailed in the diagram to the right. Risk governance: enabling strategic oversight and adaptability Non-Executive oversight of the RMF has been delegated by the Board to the Board Risk Committee, with executive and operational oversight provided through the Executive Risk Committee (ERC). There are weekly Risk Committees to discuss thematic, emerging, and evolving risks requiring executive and management oversight, with the frequency reflecting the commitment of senior management to play an active role in day-to-day risk management. Specific sub-committees are delegated additional oversight with membership comprised of senior management with subject matter expertise. 36 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 #### Principal Risks and Risk Appetite Principal Risks Principal Risk Business Model Risk The risk we face arising from the nature of our business and business model, including market, credit and liquidity risks, and capital adequacy adherence. Risk appetite In pursuit of our business goals, we have an appetite for running modest levels of market risk to facilitate instant execution of client orders whilst accepting that periodic client credit losses will occur in normal business activity. We maintain a measured approach to managing liquidity and regulatory capital risk and actively support opportunities to drive growth in our day-to-day operations. Emerging and evolving risks We monitor the emergence of significant events or topics which could, if unmanaged, have a material impact on our business. Such matters include the ongoing global political tensions, war in Ukraine and Gaza, the resultant humanitarian crisis, trade wars, changes of government, political and legislative changes and any other matters which may lead to macro market movements. Where such events or topics emerge, as a matter of course we consider client margin requirements, market risk limits, broker positions, and cash and capital held at each individual entity to ensure we remain within our risk appetite as the external environment and risks we face change. Risk types Mitigation and controls Market risk – trading book and non-trading book The risk of loss due to movements in market prices or interest rates arising from our net position in financial instruments.  The inherent conflict in OTC trading is mitigated at IG through the design of our business model being based around the internalisation of client trading and hedging of residual exposures more than the predefined Board approved limits. In short, our long-term interests align with those of our clients  Additionally, our order execution system price improves client orders where the underlying market has moved against them while the order is being processed. We operate a real-time market position monitoring system  Our scenario-based stress tests are performed on an hourly basis  We have predetermined, Board-approved, market risk limits  Our dynamic approach to limit management makes full use of highly liquid markets in core hours, reducing in less liquid periods Credit risk – client The risk that a client fails to meet their obligations to us, resulting in a financial loss.  Our approach to setting client margin requirements is centred on protecting our clients from poor outcomes, taking into consideration underlying market volatility and liquidity, while simultaneously protecting IG from exposure to credit losses  Client positions are automatically liquidated once they have insufficient margin on their account – this not only protects IG against credit losses, but importantly protects our clients  Our client education offering provides information on how to manage their risk portfolio Credit risk – financial institution The risk of loss due to the failure of a financial institution counterparty.  We undertake credit reviews of financial institutional counterparties upon account opening, which is updated periodically (or ad hoc upon an event) to ensure that they remain credit worthy and viable  Our credit exposures to each of our broking counterparties are actively managed in line with limits  We perform daily monitoring of counterparties’ creditworthiness Liquidity The risk that we are unable to meet our financial obligations as they fall due.  Active liquidity management within the Group is central to our approach, ensuring sufficient liquidity is in the right places at the right times  We conduct monthly liquidity stress tests  We have access to committed unsecured bank facilities and debt capital markets Capital adequacy The risk that we hold insufficient capital to cover our risk exposures.  We conduct daily monitoring of compliance with all regulatory capital requirements. With our ICARA (Internal Capital Adequacy and Risk Assessment), we conduct an annual capital and liquidity assessment including the application of a series of stress-testing scenarios, based against our financial projections, all of which is approved by the Board 37 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Principal Risk Commercial Risk The risk that our performance is affected by adverse market conditions, failure to adopt an effective business strategy, or competitors offering more attractive products or services. Risk appetite There is little appetite for activities that threaten efficient delivery of any core initiatives or that can diminish our reputation, although acceptance of some strategic risk is necessary to foster innovation. Emerging and evolving risks This year saw subdued economic growth, a period of lower than usual volatility in financial markets, regulatory changes, and consumer demand for a divergence of product sets. This has driven an innovative and rapid response to deliver product changes quickly, to meet client demand across a range of markets and trading conditions. Risk types Mitigation and controls Strategic delivery The risk that our competitive position weakens or that our profits are impacted due to the failure to adopt or implement an effective business strategy, including the risk of failing to appropriately integrate an acquisition.  Reacting to sustainable growth opportunities in a timely manner ensuring we adapt our product to changing client demands in a rapidly evolving marketplace  We are split into four regional divisions so strategic decisions made with most relevance to the local customer base and can be implemented by local jurisdiction at pace  Projects managed via a phased investment process, with regular review periods, to assess performance and determine if further investment is justified  Regular strategy updates to the Board from the Executive Directors throughout the year detailing the strategic progress of the business Financial market conditions The risk that our performance is affected by client sensitivity to adverse market conditions, making it harder to recruit new clients and reducing the willingness of existing clients to trade.  Review of daily revenue, monthly financial information, KPIs and regular reforecasts of expected financial performance  Forecasts used to determine actions necessary to manage performance and products in different regional divisions, with consideration given to changes in market conditions  Regular updates to investors and market analysts to manage the impact of market conditions on performance expectations Competitor We operate in a highly competitive environment and seek to mitigate competitor risk by maintaining a clear distinction in the market. This is achieved through compelling and innovative product development and quality of service, all while closely monitoring the activity and performance of our competitors.  Our approach to conduct demands we put the client at the heart of our decision making. We do not engage in questionable practices, regardless of whether they would prove to be commercially attractive to clients  Ensuring that our product offering remains attractive, considering the other benefits that we offer our clients, including brand, strength of technology and service quality Principal Risks continued 38 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Principal Risk Conduct and Operational Risk The risks that our conduct poses to the achievement of fair outcomes for consumers or the financial markets, and the risk of loss resulting from inadequate or failed internal processes, people, systems, or external events. Risk appetite Operational risk is present in the normal course of business, anditis not possible, or even desirable, to eliminate all risks inherent inour activities. We have no appetite for poor conduct-related events. Emerging and evolving risks The cyber threat landscape continues to evolve, with malicious actors and ransomware groups constantly changing and maturing their attack methods and targets. The incorporation of Artificial Intelligence (AI) and Machine Learning (ML) capabilities to improve efficiency, productivity, enhance quality and accuracy could result in threats to data security, ethical considerations and create scenarios that require legal and regulatory responses. All AI and ML outputs are suggestive and reviewed by employees prior to any release to production. The impact of climate change poses risks to business continuity and, therefore, potential harm to our people and the communities in which we operate. Risk types Mitigation and controls Platform availability The risk that our operations are affected, or clients receive a degraded service or are unable to trade due to an operational outage or system limitations.  Maintenance of a 24/7 incident management function  Regular disaster-recovery capability testing  Capacity stress testing  Our Change Management and Quality Assurance functions undertake risk assessments, utilise defined maintenance windows and help deploy new products and services  Distributed Denial-of-Service (DDoS) mitigation services Information security Technology threats can evolve from poor internal practices and systems or from the continuously evolving cyber landscape.  Security operations function with 24/7 strength-in-depth capabilities to monitor, prevent and triage cyber threats  We invest in strength-in-depth capabilities to mitigate the ever-present and changing cyber threats  Regular penetration testing, vulnerability scanning, and a bug bounty programme ensures vulnerabilities are identified and addressed  A.I. is being adopted to leverage the processing capabilities it can perform. Specific governance, guidance, legal review and monitoring is in place to ensure that the risks are understood and managed Financial crime The risk of failing to identify and report financial crime. Inadequate oversight and client due diligence can result in clients attempting to use us to commit fraud or launder money, third parties trying to access client or corporate funds, or employees misappropriating funds if an opportunity arose.  A mature control framework for identifying and reporting on suspicious transactions, which is designed to protect the integrity of the financial markets and provide a stable and fair-trading environment for our clients  Appropriate onboarding processes for different client types and vendors with enhanced due diligence and monitoring processes where appropriate  Segregated duties within processes to ensure adequate oversight and control over internal fraud Trading The risk related to any issues around our internal hedging, client trading, and process for corporate actions, dividends, and stock transfers.  A 24/7 approach with trading desks located in London, Frankfurt, Limassol and Melbourne provide 24-hour coverage. We apply Board-approved Market Risk Limits and operate under a robust control framework to mitigate our exposure to loss through operational risk events which may impact trading. Our OTC order execution processes not only comply with all regulatory requirements, but go over and above in filling client orders, on an asymmetrical basis, to provide best execution Principal Risks continued 39 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Principal Risks continued Principal Risk #### Conduct and Operational Risk #### continued Risk types Mitigation and controls Client life cycle management This is the risk related to issues in the client life cycle spanning the customer agreement, account set-up, interactions, and appropriateness of account types and product offerings.  Bespoke onboarding processes ensure we only offer products and services to clients with sufficient means and a clear understanding of the risks involved. Regular assessments of services identified as being critical to clients to ensure their operational resiliency. Single points of failure identified, and contingency plans set in place  Adherence to relevant regulations which protect clients such as consumer duty, best execution, client money and asset regulations, operational resilience and more, alongside our corporate value of ‘Champion the Client’, ensures clients are at the forefront of all that we do  The use of KPIs to monitor levels of service provided and act where needed  We offer a range of high-quality, easily accessible educational material to ensure clients can improve their understanding of our products and the financial markets  We monitor for client behaviours which may indicate levels of vulnerability and proactively engage with them to minimise poor outcomes Financial integrity and statutory reporting issues The risk of production issues which could lead to untimely, incomplete, or inaccurate financial statements, transaction reporting, tax filing, regulatory capital, and forecasting.  Our operational risk framework provides the base from which our robust control environment reduces operational risk events from manifesting  Our automated systems enable us to flex with client trading volumes  Dedicated specialist steering committees manage and oversee niche areas, such as transaction reporting, financial crime, financial reporting and forecasting, climate responsibilities, our ICARA and Annual Report production 40 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Principal Risks continued Principal Risk Regulatory Environment Risk The risk of enhanced regulatory scrutiny, intervention, enforcement, or risk that the legislative or regulatory environment in any of the jurisdictions which the Group currently operates in, or may wish to operate in, changes in a way that has an adverse effect on the our business or operations, through reduction in revenue, increases in costs, or increases in capital and liquidity requirements. Risk appetite We have no appetite to breach financial services regulatory requirements and we strive to always comply with applicable laws and regulations. Emerging and evolving risks The regulatory landscape continues to evolve, and we need to react and ensure adherence to incoming regulations in a timely manner across all regulatory domains in which the Group operates. Less well-developed regulatory frameworks, posing heightened risk to our business, are actively monitored for any changes where we may need to adapt strategic roll- outs. Conversely, more embedded regulatory frameworks may need to react to changes in industry and practices which shift expectations and enforcement agendas. We continue to prioritize adaptability to preserve our business lines. The introduction of the FCA’s Consumer Duty principle is an example of how we planned for change by identifying workstreams with owners who are responsible for updating steering committees on progress. Many of the concepts in the FCA’s Consumer Duty are already practiced and well-embedded. We welcome the introduction of incoming regulations and look forward to Group’s strategic adoption of them while upholding our purpose, strategic drivers, and values such as being ‘Tuned for Growth’ and ‘Champion the Client’. Risk types Mitigation and controls Regulatory risk The risk that we are subject to enhanced regulatory scrutiny and therefore face a higher chance of investigation, enforcement or sanction by financial services regulators. This may be driven by internal factors, such as the strength of our control framework or our interpretation, awareness, understanding or implementation of relevant regulatory requirements. It may also be heightened by external factors, such as regulatory or political focus, broader sector scrutiny or the identification of emerging risks with firms in our sector.  Governance and organisation structure designed to ensure sufficient local compliance expertise and commercial accountability for applying local regulatory standards and managing regulatory risk in each jurisdiction in which we operate  Continuous monitoring of operations to ensure they adhere to regulatory requirements and expected standards  Continuous review of all regulatory incidents and breaches with deep dives performed on common themes  Policies and procedures are embedded across the Group with a regulatory- compliant mindset Regulatory change The risk of governments or regulators introducing legislation or new regulations and requirements in any of the jurisdictions in which we operate which could result in an adverse effect on our business or operations, through reduction in revenue, increases in costs or increases in capital and liquidity requirements.  We foster strong relationships with key regulators, with whom we actively seek to converse to keep abreast of, contribute to, and correctly implement regulatory changes  We pay close regard to relevant public statements issued by regulators that may affect our industry  The Board Risk Committee receives regular reports of current and emerging risks which timeline incoming, and potential incoming, changes  The Board Risk Committee has received regular updates on UK Consumer Duty regulation, from the early consultation stage through to approval of the final implementation plan Tax change The risk of significant adverse changes in the way we are taxed. A prime example is the imposition of a financial transactions tax, which could severely impact the economics of trading and developments in international tax law.  We monitor developments in international tax laws to ensure continued compliance and ensure stakeholders are aware of any significant adverse changes that might impact us  Where appropriate and possible, we collaborate with tax and regulatory authorities to provide input on tax policy, or changes in law 41 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 #### Going concern and viability statement Going Concern and Viability Statement Going concern The Directors have prepared the Group Financial Statements on a going concern basis which requires the Directors to have 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 the Group Financial Statements. The Directors’ assessment has considered future performance, solvency and liquidity over a period of at least 12 months from the date of approval of the Financial Statements. The Board, following the review by the Audit Committee, has a reasonable expectation that the Group has adequate resources for that period, and confirm that they consider it appropriate to adopt the going concern basis in preparing the Financial Statements. The Group meets its day-to-day working capital requirements through its available liquid assets and committed banking facilities. The Group’s liquid assets exclude all monies held in segregated client money accounts. In assessing whether it is appropriate to adopt the going concern basis in preparing the Financial Statements, the Directors have considered the resilience of the Group, taking account of its liquidity position and cash generation, the adequacy of capital resources, the availability of external credit facilities and the associated financial covenants, stress-testing of liquidity and capital adequacy that takes into account the principal risks faced by the business. Further details of these principal risks and how they are mitigated and managed is documented in the Risk Management section in the FY24 Group Annual Report on page 36. Viability statement The UK Corporate Governance Code requires the Directors to make a statement regarding the viability of the Group, including explaining how they have assessed the prospects of the Group, the period of time over which they have made the assessment and why they consider that period to be appropriate. The Group has changed its period for assessing viability from four years to three years which is the length of time over which the Board strategically assesses the business. This follows a change in the Group’s approach to financial planning, with a shorter forecasting period being used in response to factors both driven by, and impacting, the industry and the Group. The pace of product and technological innovation by competitors, the timeframe over which the impact of regulatory changes can be seen and constantly evolving consumer expectations need to be met with enhanced focus on faster delivery of products. As a result, the Group now has a forecasting and planning cycle consisting of a strategic plan, an annual budget for the current year and financial projections for a further two years. The first year of the planning period has a greater degree of certainty. It is therefore used to set detailed financial targets across the Group. It is also used by the Remuneration Committee to set targets for the annual incentive scheme. Caution about the degree of certainty needs to be exercised – in the short term, the performance of the Group’s business is impacted by influences such as market conditions and regulatory changes that it cannot control. The further two-year period provides less certainty of outcome but continues to provide a robust planning tool against which strategic decisions can be made. These forecasts are also considered when setting targets for the executive and senior management remuneration. The Group’s revenue in the current year, which is driven by client transaction fees, is down against the prior year as a result of market conditions. The reduction has been partially offset by the interest earned on client money balances, reflecting the continued high interest rate environment. Projections of the Group’s revenue have conservatively considered financial market volatility for the three-year period based on historical levels which exclude exceptional events. Projections include assumptions on interest rates which are expected to remain flat before decreasing, based on market expectation of future interest rates. The forecasts include revenue from investments in new products and markets that may be less successful than assumed by the financial forecasts and are dependent on regulatory applications being successful. This output from the Group’s forecasts is used in the Group’s capital and liquidity planning, and the most recent forecasts are for the three-year period ending May 2027. No significant changes to regulatory capital and liquidity requirements have been assumed over the forecasting period. The Group undertakes stress-testing on these forecasts through the Internal Capital Adequacy and Risk Assessment (ICARA) and Recovery Plan, providing the Board with a robust assessment of the possible consequences of principal risks facing the Group, including those that would threaten its business model, future performance, solvency and liquidity. The scenarios used include a global financial crisis, fines from legal proceedings or regulatory findings, unexpected global economic event followed by a market dislocation, internal operational failures and poor performance from loss of clients. The ICARA also includes a contingency funding plan, outlining management actions to improve the Group’s capital and liquidity position if needed. Using appropriate management actions, the forward-looking scenarios showed that the Group was resilient to all severe, but plausible, scenarios considered. Additionally, the Group has undertaken reverse stress-testing to understand the circumstances under which the Group’s business model would no longer be viable. The amount of capital and the amount of liquidity required to ensure an orderly wind-down have been calculated based on these reverse stress tests, and form the base for our minimum regulatory requirements. Scenarios are reviewed at least annually to ensure they remain relevant, with any updates being incorporated into the ICARA accordingly. 42 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Going Concern and Viability Statement continued The Directors are satisfied that these and other uncertainties have been assessed, and that the financial forecasts reflect an appropriate balance of the potential outcomes. The Group continues to actively monitor and refine its comprehensive business continuity plan. The Group’s long-term investment in communications and technology infrastructure enables the Group to continue to operate in a hybrid working environment, with all employees given the opportunity to work from home, whilst the Group continues to provide the best possible service for its clients when they choose to trade the financial markets. Overall, the Directors consider the Group well-placed to manage its business risks successfully, having taken into account the current economic outlook, the possible consequences of principal risks facing the business in severe but plausible scenarios, and the effectiveness of any mitigating actions on the Group’s profitability, liquidity and capital adequacy. The Group’s business model provides the Directors with comfort that the business is being run in a sustainable way, acting in the interest of its clients and acting responsibly in managing relationships with other stakeholders. The Board regularly assesses the principal risks facing the Group. These risks include regulatory, legislative, or tax changes which may detrimentally impact our business in the jurisdictions in which we operate or seek to operate. In particular, a change that impacts the Group’s ability to sell or trade OTC derivative products may have a fundamental effect on the viability of the Group and its businesses, although this risk is lower than in previous years due to the continued diversification of the Group’s product offering. Further details of these principal risks and how they are mitigated and managed is documented in the Risk Management section on page 36 . The Board receives reports on these and new emerging risks through the Risk Management Framework. On the basis of these and other matters considered and reviewed by the Board during the year, the Directors have reasonable expectations that the Group will be able to continue in operation and meet its liabilities as they fall due over the three-year period ending 31 May 2027. The Strategic Report up to and including page 43 was approved for issue by the Board on 24 July 2024 and signed on its behalf by: Charles A. Rozes Chief Financial Officer 43 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 # Holding ourselves accountable Chair’s Introduction to Corporate Governance #### I am pleased to report #### that we have achieved another strong year of #### embedding governance #### best practice in support #### of our Company strategy #### and with a focus on our #### stakeholders. ” 44 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Chair’s Introduction to Corporate Governance continued Board changes and focus My reflection on FY24 is that it has been a year of unexpected and unprecedented change that has resulted in the Group being faced with challenges, which the Board and the Executive Committee have overcome together. The most significant and time-critical challenges related to Directorate changes. June Felix took ill at the start of the financial year, which resulted in her taking medical leave and, unfortunately, culminated in her stepping down as CEO of the Group on 29 August 2023. During that period, Charlie Rozes stepped up as Acting CEO, while continuing as our CFO, and performed both roles commendably under very difficult circumstances. The contingency planning that had already been undertaken by the Nomination Committee accelerated into CEO succession planning. After an extensive search that included both internal and external candidates, Breon Corcoran was appointed CEO. Breon joined the Group on 29 January 2024. Information about the succession planning process, including the executive search agency that supported us, and our engagement with stakeholders on this is provided in the Nomination Committee Report on page 68. Jon Noble stepped down as COO on 13 March 2024, having been with the Group for over 24 years. We are grateful to Jon for his long service and the pivotal role that he played in positioning IG as the global market leader in our industry. When Jon left, the Board agreed that the COO role would no longer be an Executive Director position. Charlie has also decided to step down as CFO and Executive Director and he will leave us on 31 July 2024. The Board is grateful to Charlie for his service on the Board and as part of the Executive Committee. He made an outstanding contribution to the Company’s growth in his role as CFO and more recently as Acting CEO. We’ve enlisted the help of another executive search agency to identify his successor. Further details can be found in the Nomination Committee Report on page 68. Malcolm Le May will reach nine years’ tenure this year and will be stepping down at the Company’s AGM on 18 September 2024. I would like to take this opportunity to thank him for his commitment and the significant contribution that he has made during his time with the Group. Diversity and Inclusion are key themes for the Group, and the Board fully recognised the consequences of June’s departure and Breon’s appointment on Board diversity. Breon’s appointment was made on merit, taking account of the specific skills, knowledge and experience needed for the role. The Board remains committed to achieving the optimal blend and balance of diversity possible, including 40% female representation on the Board. With that in mind, as well as the feedback from the prior year’s Board Evaluation on skills, experience and know-how areas that would benefit the Board in future appointments, we commenced a search for a new Non-Executive Director to succeed Malcolm, supported by an executive search agency that specialises in diverse Board appointments. We were pleased to announce the appointment of Marieke Flament, with effect from 4 July 2024. Marieke brings to the Board technology and crypto experience. More information on the search process is provided in the Nomination Committee Report on page 68 and her biography is provided on the Group website. Malcolm also Chaired the Board of IG US Holdings, Inc. until 9 July 2024. We believe that this cross-directorship between the Group and this key subsidiary continues to add value and enable effective Group oversight, so we will continue with it. Susan Skerritt, an existing IG US Holdings Inc. Board Member with extensive US experience, has strong relationships with the North America team and was appointed Chair of the US Board with effect from 9 July 2024. Jonathan Moulds, our Senior Independent Director (SID), was appointed to that Board on 9 July 2024, in order that we can also draw on his extensive US experience. Ensuring appropriate governance during such a period of change has required an increased time commitment from our Non-Executive Directors this year, as you will see from the number of Board and Nomination Committee meetings provided on page 53. I’d like to thank my colleagues for their dedication and continued energy. Statement of compliance with the 2018 UKCorporate Governance Code The 2018 UK Corporate Governance Code (the ‘2018 Code’) emphasises the value of good corporate governance to the long-term sustainable success of listed companies, and our Board is responsible for ensuring that we have the appropriate frameworks to comply with its requirements. We have applied the principles and complied with all the provisions of the 2018 Code during FY24, and both this Governance Report and the Strategic Report set out how we have applied them throughout the year. A copy of the 2018 Code is available on the Financial Reporting Council’s (FRC’s) website at frc.org.uk. 45 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Chair’s Introduction to Corporate Governance continued Recently, the Company moved to a divisional organisational model, to bring our people and operations closer to our clients globally, and to provide greater insight and be able to respond better to the needs of our clients in different markets. We took the opportunity to move skills across the business and into the divisions. In FY25, the Board will receive updates from each divisional head so that we can get closer to the business. This year, the Board has benefited from detailed sessions on a range of topics to help enhance our knowledge and understanding of the business and in terms of horizon scanning, including corporate governance reforms, strategic options, diversity and inclusion, sustainability, and accounting matters. Outside of Board meetings, Directors continued to meet with potential successors to Executive Committee members. We also benefited from meeting with the employee networks, and that practice will continue in future years. More information on Board activities during the year is available on page 55. Governance structure Last year, we successfully completed a review of Board composition for both regulated and unregulated entities across the Group. The changes that we made have worked effectively this year. I am also pleased that the Subsidiary Governance Framework has embedded across the Group. We cancelled our Board offsite in support of the Group-wide operational efficiency measures announced during FY24. We remain committed to meeting as many of our people as possible because we know how impactful it is to be immersed in the business, to gain a deeper understanding of the opportunities and challenges and we are keen to learn about key strategic initiatives for the divisions. We plan to visit several locations during FY25, but to reduce the impact of hosting the Board on those offices and to ensure that we can visit as many sites as possible between us, our Non-Executive Directors will coordinate their visits in small groups, with the intention of a group of us visiting each division this year. We recognise the importance of D&I to our business, culture and people, and last year, we made its oversight a Matter Reserved to the Board. We believe that our collective oversight will allow us to benefit from the diverse perspectives and experiences around our boardroom table to achieve the appropriate outcomes in this key area. Although we have not met the Listing Rules requirement that at least 40% of the Board is comprised of women and that at least one of the four senior positions on the Board is held by a woman, we are very conscious of, and agree with, the drivers behind it, whilst also seeing it as critical for us to have the right talent in roles and to continue to recruit on merit. You can find more details in Our Approach to Diversity on page 19, which relates to our people. This report also includes our statement on Listing Rule Compliance, relating to Board diversity, on page 20. The Board Performance Review was conducted internally this year following an extensive externally-facilitated review last year. The results of the review were positive and demonstrated a collective recognition of the progress that had been made since last year’s review and the desire to continue in that vein. You can find a full report on the process and outcome on page 66. To ensure that we spend the Board’s time as effectively as possible, we have continued to evolve the Terms of Reference for each Committee to make sure that we delegate appropriately and sufficiently to Non-Executive Directors who are able to focus on these more specialised areas. We have also maintained oversight of the IG US Holdings Inc. by having two IGGH Non- Executive Directors on the Board, which was established to oversee the tastytrade business and our US OTC FX business. We remain committed to ensuring high standards of governance throughout the Group and to further strengthening our governance arrangements. The Sustainability Committee, in partnership with the Executive Committee, has developed our Sustainability Strategy to ensure we continue to be a responsible and sustainable business. The intention is for the Executive Committee to continue to evolve the Sustainability Strategy in FY25. We continue to be proud of the impact that our 1% pledge and community outreach programme is having in our communities. Our Board members have participated in various activities to support our partners, including a visit to a Teach First school in May 2024. You can find further details of our stakeholder engagement activity on page 61. Mike McTighe Chair 24 July 2024 Priorities for the year ahead  We will continue to monitor and respond to corporate governance developments, including preparation for the recent changes to the 2024 UK Corporate Governance Code (the ‘2024 Code’) that will apply to us from FY26  We will continue to enhance our stakeholder engagement. We will take advantage of opportunities to engage with our clients, continue to support Teach First initiatives to support the community, continue to have our designated Non-Executive Director attending People Forum Meetings and representing the views of our people during Board discussions, and continue to meet with and support the employee networks  We will continue to maintain regular dialogue with shareholders. This will involve a structured programme of engagement spanning multiple roadshows across key investment centres and attendance at leading industry conferences, alongside ad hoc meetings resulting from outreach and incoming demand  We will gain a deeper understanding of the opportunities and challenges facing the four divisions by connecting with each divisional head and by visiting a site in each region in small groups of Non-Executive Directors this year  With our new CEO in position, we will work closely with him on redefining Board and Executive Management relationships and will continue to strengthen our relationship with him. FY25 will be an important year for further progressing the delivery of the Company’s strategy. My colleagues and I look forward to partnering with Breon and his team on this 46 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 The Board The Board is responsible for #### determining the Group’s #### strategy and for promoting #### our success, through creating and delivering long- #### term value for shareholders #### and other stakeholders. The Board’s size, and the skills and experience of its members, have a significant impact on its effectiveness, and it is essential that an appropriate balance of skills and experience is maintained. The breadth of skills and experience on the Board includes key areas such as listed environments, international financial services, finance and accountancy, strategy, financial services regulation, marketing, risk management, investor relations and technology. A Board Skills Matrix can be found onpage 67 All data in The Board section as at 31 May 2024. Marieke Flament was appointed to the Board on 4 July 2024. Her biography is available on the Group website and will be included in AGM Notice of Meeting. C #### Mike McTighe Chair Nationality: British Ethnicity: White Date of appointment: 3 February 2020 Key strengths and contribution Mike has a wealth of leadership, board, and regulatory experience from both public and private companies. Current external appointments Mike is the Chair of Openreach Limited and Together Financial Services Limited. He also chairs the boards of Press Acquisitions Limited and May Corporation Limited, the respective parent companies of the Telegraph Media Group and The Spectator (1828) Limited. He was appointed as Chair of the Telegraph Media Group Limited in March 2024. Previous experience For over 20 years, Mike has held various non-executive director roles in a range of regulated and unregulated industries while also spending eight years on the board of Ofcom and one year on the board of Postcomm. He has also held many Chair positions over the years, including chairing several UK and US public company boards. Mike spent most of his executive career at Cable & Wireless, Philips, Motorola and GE. He holds a BSc (Eng) honours degree in Electrical Engineering. #### Charlie Rozes Chief Financial Officer Nationality: British/American Ethnicity: White Date of appointment: 1 June 2020 Key strengths and contribution Charlie has a proven track record in financial control and reporting, accounting, tax, M&A, investor relations, risk and compliance, and audit. He is a highly experienced finance leader having held executive director roles in the financial services sector and led substantial change programmes in the UK and internationally. Current external appointments Charlie has no current external appointments. Previous experience Charlie began his professional career with PricewaterhouseCoopers LLP, becoming a Partner in 2001 in the US management consulting practice, followed by senior executive roles at IBM and Bank of America. In 2007, he was appointed Chief Financial Officer of Barclays UK Retail and Business Bank and was Global Head of Investor Relations from 2011 to 2015, and Group Finance Director at Jardine Lloyd Thompson plc from 2015 to 2019. Charlie has an undergraduate degree from Tufts University and an MBA from the Southern Methodist University. C #### Breon Corcoran Chief Executive Officer Nationality: Irish Ethnicity: White Date of appointment: 29 January 2024 Key strengths and contribution Breon brings strong and impactful leadership experience as a Chief Executive Offier (CEO) to the Group. He has ledteams in businesses in Europe, Australia, andthe US. Current external appointments Breon has been the Chair at Auction Technology Group since 2020. Previous experience Breon held the position of CEO at Zepz from 2018 to 2022. Prior to Zepz, he was CEO at Paddy Power Betfair, where he led the merger of Betfair and Paddy Power in 2016. His career began as Vice-President in Equity Derivative Trading at J.P Morgan and he has also worked at Bankers Trust. In 2016, Breon was awarded the UK Sunday Times’ “Business Leader of the Year” award. He holds a BA in Mathematics from Trinity College, Dublin, and an MBA from INSEAD. Committee membership Audit Board Risk Disclosure Sustainability Nomination Remuneration C Chair 47 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 The Board continued #### Rakesh Bhasin Non-Executive Director Nationality: American/British Ethnicity: Indian Date of appointment: 6 July 2020 Key strengths and contribution Rakesh brings extensive technology and global markets experience, specifically in the Asia- Pacific region. Current external appointments Rakesh is a Non-Executive Director for a portfolio of companies in multiple sectors and is Chair of CMC Networks, a Carlyle Group investment company based in Africa.\* Previous experience Rakesh was previously the Chief Executive Officer of Colt Technology Services, a Fidelity-owned company providing network, voice and data centre services globally. He was the Non-Executive Chair of KVH, an Asian-based technology company and Non- Executive Chair of Market Prizm, a financial services-focused technology company. He has also previously held senior positions within AT&T, including Head of AT&T Asia-Pacific’s managed network services business, President of AT&T Japan Limited and Senior Managing Director of Japan Telecom Company Limited. Rakesh has a BSc in Electrical Engineering from George Washington University. \* Rakesh resigned as Chair of CMC Networks on 2 June 2024. C #### Jonathan Moulds Senior Independent Director Nationality: British Ethnicity: White Date of appointment: 20 September 2018 Key strengths and contribution Jonathan has extensive experience in financial services in the UK, US and Asia from his 25+ year executive career. Current external appointments Jonathan currently Chairs Citi’s largest global subsidiary CGML, Financial Markets Standard Board Limited and Litigation Capital Management Limited. Previous experience Jonathan spent the majority of his career at Bank of America where he became Head of Bank of America’s International businesses and subsequently European President of Bank of America Merrill Lynch and the CEO of Merrill Lynch International following the merger of the two companies. He was recently Group Chief Operating Officer at Barclays Plc. He has also served on key industry associations, including the International Swaps and Derivatives Association as Chair, Association for Financial Markets in Europe as a Director, and Capital Markets Senior Practitioners of the UK Financial Services Authority and the Global Financial Markets Association as a Member. Jonathan has a first class honours degree in Mathematics from the University of Cambridge and was awarded a CBE in the 2014 Honours List for services to philanthropy. Board profiles Tenure 0 – 3 years 18.2% 4 – 6 years 72.7% 7+ years 9.1% Ethnicity Chinese 9.1% Indian 9.1% White 81.8% Gender Female 27.27% Male 72.73% Nationality America 9.1% British 63.6% British/ American 18.2% Irish 9.1% C #### Andrew Didham Non-Executive Director Nationality: British Ethnicity: White Date of appointment: 19 September 2019 Key strengths and contribution Andrew brings extensive skills and experience in auditing, finance, international markets, risk management and the listed company environment. Current external appointments Andrew is currently Chair of GCP Infrastructure Investments Limited, Chair of the N.M. Rothschild Pension Trust, a Non-Executive Director and the Audit Committee Chair of Shawbrook Group plc. Previous experience Andrew was previously a Senior Independent Director of Charles Stanley Group plc, where he also served as Non-Executive Chair of its principal operating company, Charles Stanley & Co. Limited. He was also a Non-Executive Director and Chair of the Audit and Risk Committees of Jardine Lloyd Thompson Group plc and a Director of N.M. Rothchild & Sons Limited. He was a Partner at KPMG from 1990 to 1997 and is a Fellow of the Institute of Chartered Accountants in England and Wales. Upon leaving KPMG in 1997, he served as Group Finance Director of the worldwide Rothschild group for 16 years. From 2012, he has served as an Executive Vice Chair in the Rothschild group. Andrew has a BA (Hons) in Business Studies (Finance). Committee membership Audit Board Risk Disclosure Sustainability Nomination Remuneration C Chair 48 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Committee membership Audit Board Risk Disclosure Sustainability Nomination Remuneration C Chair C #### Sally-Ann Hibberd Non-Executive Director Nationality: British Ethnicity: White Date of appointment: 20 September 2018 Key strengths and contribution Sally-Ann has an extensive background in financial services and technology. Current external appointments\* Sally-Ann currently serves as the Chair of Clear Group and as a Non-Executive Director of Lowell Group, where she chairs the Risk and Sustainability Committees. Previous experience Sally-Ann previously served as Chief Operating Officer of the International Division, and latterly as Group Operations and Technology Director of Willis Group. She has also held several senior executive roles at Lloyds TSB. Sally-Ann has been a Non-Executive Director of Shawbrook Group plc, Equiniti Group plc and The Co-operative Bank plc, serving as Chair or a member for several committees, including Risk, Audit, Nomination and Remuneration. Sally-Ann holds a BSc in Civil Engineering from Loughborough University and an MBA from CASS Business School. \* Sally-Ann was appointed as a Trustee of Beyond Words on 8 July 2024. #### Wu Gang Non-Executive Director Nationality: British Ethnicity: Chinese Date of appointment: 30 September 2020 Key strengths and contribution Wu Gang has a strong strategic and financial advisory background and a wealth of international experience gained from a career of over 25 years in investment banking in Asia and Europe. Current external appointments Wu Gang is a Non-Executive Director of Tritax Big Box REIT plc and Ashurst LLP, where he also chairs the Risk Committee. Previous experience Wu Gang has held senior leadership positions at a number of leading China-based and global financial services firms, including establishing and leading the London-based European investment banking group at CITIC CLSA, the international platform of CITIC Securities. Prior to this, he led M&A and General Industrials’ client coverage groups at ICBC International. He also held senior level positions at the Royal Bank of Scotland, HSBC and Merrill Lynch in Hong Kong and London. Wu Gang started his investment banking career at Goldman Sachs. He was previously a Non-Executive Director of Laird plc. Wu Gang has an MBA from INSEAD, an MA from SOAS, and a BA from Fudan University. Director Independence Board Composition Executive Directors 18.2% Independent Non-Executive Directors 81.8% The Company is compliant with the UK Corporate Governance Code, which requires that at least half of the Board, excluding the Chair, should be made up of Non-Executive Directors who the Board determine to be independent. The Nomination Committee considers the independence of the Non-Executive Directors on behalf of the Board, and this is reviewed annually. Factors such as length of tenure and relationships or circumstances that are likely to affect, or may appear to affect, the Directors’ judgement are considered in determining whether they remain independent. Following this year’s review, the Board, supported by the Nomination Committee, concluded that all the Non-Executive Directors continued to be independent in character and judgement and are free from any business or other relationships that could materially affect the exercise of their judgement. The Board continued #### Malcolm Le May Non-Executive Director Nationality: British Ethnicity: White Date of appointment: 10 September 2015 Key strengths and contribution Malcolm has broad experience and knowledge of the financial services and investment sectors, along with extensive experience on the boards of publicly listed companies. He chairs the Board of IG US Holdings Inc., which has responsibility for our North America business. Malcolm was Remuneration Committee Chair and the Senior Independent Director of IG Group Holdings plc from 2015 to 2020. Current external appointments Malcolm has no significant external appointments. Previous experience Malcolm announced his retirement as CEO of Vanquis Banking Group plc in January 2023, having previously been its Senior Independent Director and the Interim Executive Chair. He has previously served as a Non-Executive Director and the Remuneration Committee Chair of Hastings Group Holdings plc, Senior Independent Director of Pendragon plc, and a Non-Executive Director and the Investment Committee Chair at RSA Insurance Group plc. Prior to this, Malcolm held various executive roles at Morgan Grenfell plc, Drexel Burnham Lambert, Barclays de Zoete Wedd Holdings, UBS AG, ING Barings Limited, Morley Fund Managers (now Aviva Investors), Matrix Securities Limited, and JER Partners Limited, where he was European President. 49 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Committee membership Audit Board Risk Disclosure Sustainability Nomination Remuneration C Chair C #### Helen Stevenson Non-Executive Director Nationality: British Ethnicity: White Date of appointment: 18 March 2020 Key strengths and contribution Helen brings extensive marketing and digital experience from a range of industries, together with strong customer focus. She is an experienced Non-Executive Director with experience in remuneration matters. Current external appointments Helen currently chairs RM plc. She is also a Governor of Wellington College. Previous experience Helen was previously the Senior Independent Director of Reach plc, a Non-Executive Director of Skipton Building Society and she served on the board of Kin and Carta as Remuneration Committee Chair and Senior Independent Director. She was a member the Henley Business School Strategy Board until March 2024. She was also the Chief Marketing Officer UK at Yell Group plc from 2006 to 2012 and, prior to this, Lloyds TSB’s Group Marketing Director. She started her career with Mars Inc., where she spent 19 years, culminating in her role as European Marketing Director leading category strategy development across Europe. Helen has a BA (Hons) degree in Chemical Engineering from Cambridge University. #### Susan Skerritt Non-Executive Director Nationality: American Ethnicity: White Date of appointment: 9 July 2021 Key strengths and contribution Susan is a commercial banker, industry consultant and corporate treasury professional with expertise in global financial markets, regulatory matters and strategic project management. Susan is an Independent Non- Executive Director of IG US Holdings Inc. which has responsibility for our North America business. Current external appointments Susan is a Lead Director of Community Financial Systems Inc. and an Independent Director of Tanger Inc. in the US as well as a Non-Executive Director of Falcon Group. She is Audit and Risk Committee Chair at Falcon Group and Audit Committee Chair at Tanger. Previous experience Susan previously served as Chair, CEO and President at Deutsche Bank Trust Company Americas, a Non-Executive Director and the Human Resources and Corporate Governance Chair at Royal Bank of Canada US Group, and an Executive Board Member at Deutsche Bank USA and Bank of New York Mellon Trust Company. She is also a Trustee of the Village of Saltaire. Susan has an MBA in Finance and International Business from New York University Stern School of Business and a BA in Economics from Hamilton College. The Board continued Conflicts of interest Directors have a statutory duty to avoid situations in which they may have interests that conflict with those of the Group. Directors are required to disclose both the nature and extent of any potential or actual conflicts at the beginning of every Board and Committee meeting. In accordance with the CA2006, the Company’s Articles of Association allow the Board to authorise potential conflicts that may arise, and to impose such conditions or limitations as it sees fit. During the year, potential conflicts were considered and assessed by the Board and approved, where appropriate. The Board has access to independent professional advice, at the Company’s expense, as required. 50 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Governance Framework Board oversight Management accountability #### The Board The Board provides leadership by setting our strategic direction and overseeing management’s execution of our strategy. It is responsible for establishing our purpose and values, and for ensuring that our culture and behaviours are both appropriate and consistent. It provides robust challenge, within a framework of prudent and effective risk management and internal controls. The Board delegates certain matters to its five principal Board Committees: #### Corporate Development Committee IG People Forum #### Executive Risk Committee #### Executive Committee Pricing Committee Client Money & Assets Committee Risk Committee Technology Risk Committee Best Execution Committee Information Security Committee Technology Committee Transaction Reporting Committee Vendor Risk Management Committee Remuneration Risk Committee The Board delegates the execution of our strategy and day-to-day management of the business to the CEO and the Executive team. Several management committees support the Executive team, which, in turn, are supported by sub-committees. #### Sustainability #### Committee Provides oversight and advice to the Board in relation to our ESG strategy. #### Audit #### Committee Oversees our corporate reporting, maintains an appropriate relationship with the Internal and External Auditors, and monitors our internal controls. #### Nomination #### Committee Ensures the Board and Board Committees have the appropriate balance of skills, knowledge, diversity, experience, and independence. #### Board RiskCommittee Reviews and monitors our principal and emerging risks and the effectiveness of our risk management systems. #### Remuneration #### Committee Establishes our Remuneration Policy and ensures there is a clear link between performance and remuneration. See the full report on page 68 See the full report on page 73 See the full report on page 71 See the full report on page 80 See the full report on page 84 There is a comprehensive schedule of Matters Reserved to the Board. These include agreeing the strategy, approving major transactions, annual budgets, and changes to our capital and governance structure. In addition, our annual Board calendar provides for regular reviews of operational and financial performance, succession planning for the Board and senior management, setting our risk appetite, and approving any changes to our Risk Management and Internal Control Framework. We also have a Board Standing Committee to consider Board- reserved matters at short notice or for administrative matters that do not warrant a full Board meeting. In addition to the five principal Board Committees, our Board has established a Disclosure Committee to make decisions on its behalf concerning the identification of Inside Information, and to decide how and when the Company should disclose that information in accordance with our Disclosure Policy. The Matters Reserved to the Board and all Board Committee Terms of Reference are available on the Group website. Our shareholders and other key stakeholders play an important role in monitoring and safeguarding our governance. You can find further information on how we engage with them on pages 57-64. 51 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Governance Framework continued Division of responsibilities We have an appropriate combination of Executive Directors and Non-Executive Directors, such that no individual or small group of individuals can dominate the Board’s decision-making. The division of responsibilities between the Chair and the CEO, and the role descriptions for the Chair, CEO and the SID are available on our Group website. See our website for more  Leadership of the Board and promoting the highest standards of corporate governance  Setting the tone and culture for an effective Board, facilitating productive meetings  Supporting and challenging management in the development of our strategy and commercial objectives  Setting the Board agenda, allowing appropriate time for open and constructive discussion and challenge  Engaging with major shareholders to understand their views on governance and strategy Chair  Developing and executing the strategy  Specific authority for day-to-day decision-making relating to the management of our business, including: – Delivering financial performance in line with the agreed budget – Organisational design of our operations – Recruitment, leadership and development of our Executive Committee – Proposing our approach to vision, values, culture, diversity and inclusion to the Board – Maintaining relationships with key internal and external stakeholders Chief Executive Officer (CEO)  Acting as a sounding board for the Chair  Serving as an intermediary for the other Directors when necessary  Being available to shareholders and other stakeholders as an alternative communication channel if required  Evaluating the performance of the Chair with the other Directors Senior Independent Director (SID)  Supporting the CEO in implementing the strategy and financial management  Recommending the annual budget and three-year financial plan to the Board  Managing our internal financial control systems, including those relating to safeguarding of client money and assets  Providing oversight of liquidity  Maintaining relationships with key stakeholders Chief Financial Officer (CFO)  Constructively challenging and assisting in the development of strategy  Scrutinising, measuring and reviewing the performance of Executive Directors and senior management against agreed performance objectives  Reviewing the succession plans for the Board and key members of senior management  Determining appropriate levels of remuneration for senior executives  Reviewing the integrity of financial reporting and the systems of risk management and internal controls  The Chair of the Audit Committee has responsibility for Internal Audit, including ensuring the independence of the function  The Chair of the Board Risk Committee has responsibility to safeguard and oversee the independence and the performance of the Risk and Compliance functions Non-Executive Directors (NEDs)  Responsible for supporting the Chair and ensuring appropriate Board procedures are in place  Facilitating the accurate, timely and clear information flow to and from the Board, its Committees, and between Directors and senior management  Facilitating Directors’ induction and training programmes  Considering the Board’s effectiveness in conjunction with the Chair  Advising and keeping the Board updated on corporate governance matters and developments  Providing advice and support to all Directors  Responsible for organising the Company’s AGM Group Company Secretary 52 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Board Governance Leadership and responsibilities The role of the Board The Board provides leadership by setting our strategic direction and overseeing management’s execution of our strategy. It is responsible for establishing our purpose and values, and for ensuring that our culture and behaviours are both appropriate and consistent. It provides robust challenge within a framework of effective risk management and internal control. The Board receives timely and comprehensive information so that it can discharge its responsibilities, to encourage strategic debate, and to facilitate robust, informed and timely decision-making. In addition, Directors receive briefings from the CEO, CFO and other members of the Executive Committee in between meetings. The Board is also collectively responsible for promoting our long-term sustainable success for the benefit of our shareholders, through the creation of long-term value and contribution to wider society. The Board understands the importance of stakeholder engagement and works hard to ensure as much effective engagement as possible with our clients, shareholders, people, suppliers, regulators and communities, as well as considering the impact of our activities on the environment. You can read more in the Stakeholder Engagement and Section 172 (1) sections on pages 57-65. As a collective body and as individual Directors, the Board is responsible for ensuring that it has the appropriate skills, knowledge, diversity and experience to perform its role effectively and independently. How the Board operates The Board meets regularly, at least six times a year. It also meets when necessary to discuss important ad hoc emerging issues that require consideration between scheduled Board meetings. During FY24, the Board held six scheduled and six ad hoc meetings. The ad hoc meetings included those to consider the Board changes that were necessary during the year. Senior Executives are invited to attend meetings to present and discuss matters relating to their business areas and functions, allowing the Board the opportunity to debate and challenge initiatives directly with the senior management team. Each Director commits the appropriate amount of time to their duties during the financial year. The Directors met the time commitments that are expected of them, as overseen by the Nomination Committee. Currently, none of our Non-Executive Directors undertake external executive roles. The CEO holds an external Non-Executive Chair position at a FTSE 250 company. More information is available about our Directors’ external positions on pages 47-50. The Chair and Non-Executive Directors regularly meet in the absence of the Executive Directors, and separately with the CEO. During the year, the Board, led by the SID, met without the Chair present, to evaluate his performance. You can find a summary of the Board Activities on page 55 Attendance at Board and Committee meetings The number of Board and Committee meetings attended by each Director during the year is set out below. Where Directors are unable to attend meetings, they give the Chairs their views on the matters to be discussed in advance of the meeting. The majority of apologies were received for ad hoc meetings, as set out in the notes below. Board 10 Nomination Committee 11 Sustainability Committee Audit Committee 12 Board Risk Committee 13 Remuneration Committee 14 Chair Mike McTighe 12 of 12 18 of 18 – – – 7 of 7 Independent Non-Executive Directors Jonathan Moulds 1 10 of 12 17 of 18 – – 6 of 6 7 of 7 Rakesh Bhasin 12 of 12 – 4 of 4 5 of 5 – – Andrew Didham 2 11 of 12 – – 5 of 5 6 of 6 7 of 7 Wu Gang 3 12 of 12 17 of 18 – – 6 of 6 – Sally-Ann Hibberd 12 of 12 – 4 of 4 – 6 of 6 7 of 7 Malcolm Le May 4 11 of 12 – 3 of 4 5 of 5 – – Susan Skerritt 5 12 of 12 – – 4 of 5 6 of 6 – Helen Stevenson 6 12 of 12 17 of 18 4 of 4 – – 7 of 7 Executive Directors Breon Corcoran 7 2 of 2 – – – – – June Felix 8 1 of 3 – – – – – Charlie Rozes 12 of 12 – – – – – Jon Noble 9 9 of 11 – – – – – 1 Jonathan Moulds sent apologies for ad hoc Nomination Committee meetings on 23 August 2023 and 29 February 2024 due to prior commitments. He also sent his apologies for ad hoc Board meetings on 31 August 2023 and 7 December 2023 due to prior commitments. 2 Andrew Didham sent his apologies for an ad hoc Board Meeting on 11 August 2023 due to a prior commitment. 3 Wu Gang sent his apologies for an ad hoc Nomination Committee meeting on 4 December 2023 due to a prior commitment. 4 Malcolm Le May sent apologies for a Sustainability Committee meeting on 10 July 2023 and an ad-hoc Board meeting on 25 August 2023 due to prior commitments. 5 Susan Skerritt sent apologies for an Audit Committee meeting on 17 January 2024 due to a prior commitment. 6 Helen Stevenson sent apologies for an ad hoc Nomination Committee Meeting on 15 September 2023 due to a prior commitment. 7 Breon Corcoran was appointed to the Board on 29 January 2024. 8 June Felix resigned from the Board on 29 August 2023. June did not attend one scheduled and two ad hoc Board meetings as she was on medical leave. 9 Jon Noble resigned from the Board on 13 March 2024. He sent apologies for ad hoc Board meetings on 11 August 2023 and 7 December 2023 due to prior commitments. 10 The Board held six scheduled and six ad hoc meetings during the year. 11 The Nomination Committee held four scheduled and 14 ad hoc meetings. 12 The Audit Committee held four scheduled meetings and one joint meeting with the Board Risk Committee. 13 The Board Risk Committee held five scheduled meetings and one joint meeting with the Audit Committee. 14 The Remuneration Committee held six scheduled and one ad hoc meeting. 53 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Board Governance continued Succession planning and appointments to the Board The Nomination Committee has specific responsibility for considering the appointment of Executive and Non- Executive Directors and recommending new appointments to the Board. It takes a proactive approach to succession planning. You can find more information on the work of the Nomination Committee in the Nomination Committee Report on page 68. The whole Board is also involved in overseeing the development of management resources across the Group. Ongoing professional development To facilitate greater awareness and understanding of our business and operating environment, all Directors are given regular updates on relevant changes and developments. Training opportunities are provided through internal meetings, workshops, presentations and briefings by internal advisers and management, as well as by external advisers. The Group Company Secretary regularly updates the Board on any relevant legislative and regulatory corporate governance-related changes. There is more information on Board activities during the period on page 55. The Directors meet with Executives to receive further insights into the operations of the business in the jurisdictions where we operate. The Chair ensures that the Directors continually update and refresh their skills and knowledge. Subsidiary Boards Our IG Group Holdings plc Directors also serve on the Boards of our three UK regulated subsidiaries: IG Index Limited, IG Markets Limited and IG Trading and Investments Limited. Malcolm Le May and Susan Skerritt continue in their roles on the Board of our US entity, IG US Holdings Inc. Jonathan Moulds joined the US Board in July 2024 in readiness for when Malcolm retires in September 2024. At that time, Susan will assume the role of Chair. This crossover of Directors on our Group Board and other key subsidiary Boards is designed to ensure effective information flows and escalation of any issues. Board accountability Financial and business reporting The Strategic Report on pages 2–43 describes our purpose, strategy and business model, which guide how we generate and preserve value over the long term and deliver our objectives. A Statement of the Directors’ Responsibilities in respect of the Financial Statements is set out on page 109. The Going Concern and Viability Statement is set out on pages 42–43. Risk management and internal control framework We are exposed to a number of business risks in providing products and services to our clients. The Board is responsible for establishing and approving the overall appetite for these risks, which is detailed in the Principal Risks and Risk Appetite section set out on pages 36-41, and for ensuring the maintenance of, and annually reviewing, our risk management and internal control. Our Risk Management Framework is supported by a system of internal controls, designed to embed the effective management of our key business risks. The risk management and internal control framework is designed to manage, rather than eliminate, the risk of failure to achieve business objectives, and provides reasonable assurance against material misstatement or loss. Through reports from the Board Risk Committee and the Audit Committee, and consideration of the ICARA and Wind-Down Plans, the Board regularly reviews and monitors our risk management and internal control framework and systems, and the effectiveness with which we manage the emerging and principal risks that we face. The Directors confirm that the Board, supported by the Board Risk Committee, has carried out a robust assessment of the principal and emerging risks that we face, including those that would threaten our business model, future performance, solvency or liquidity. There is an ongoing process for identifying, evaluating and managing the principal risks faced by the Company . The systems have been in place for the year under review and up to the date of approval of this report and they are regularly reviewed by the Board Risk Committee. We outline the risks to which we are exposed and the framework under which these risks are managed, including a description of the risk management and internal control framework, in the Risk Management section on page 36, and in the Going Concern and Viability Statement on pages 42-43. An annual formal review of the effectiveness of our risk management and internal control framework has been carried out which supports the statements included in this Annual Report and Financial Statements, in accordance with the Code and FRC guidance. It considered the key risk assessment and monitoring activities, as well as the processes and controls in place to manage our principal and emerging risks, and for escalating exceptions highlighted by the risk management processes. No significant failings or weaknesses were identified during the year. Based on recommendations from the Board Risk Committee and the Audit Committee, the Board can report that, throughout the year and up to the date of this report, the Company operated an effective risk management and internal control framework that provides reasonable assurance of effective operations covering all controls, including financial and operational controls, and compliance with laws and regulations. The Board received a presentation from external legal counsel on Corporate Governance Reforms during the year, with key internal executive stakeholders in attendance. This included the changes and the additional requirements of the 2024 UK Corporate Governance Code. Internal controls over financial reporting Our financial reporting process has been designed to provide reasonable assurance regarding the reliability of the financial reporting and preparation of Financial Statements, including consolidated Financial Statements, for external purposes in accordance with UK-adopted International Accounting Standards. The assessment of the overall effectiveness of the governance and risk and control framework included reviews of systems and controls relating to the financial reporting process. Internal controls over financial reporting include procedures and policies that:  Relate to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposals of our assets and liabilities  Provide reasonable assurance that transactions are recorded as necessary to permit the preparation of Financial Statements, and that receipts and expenditures are being made only in accordance with authorisations of management and respective Directors  Provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use or disposal of assets that could have a material effect on our Financial Statements 54 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Board Activities During the Year #### Board meeting agendas addressed key areas of #### strategy, governance, risk #### and financial performance #### inline with the schedule ofMatters Reserved to theBoard and the #### forwardplanner. Our governance processes are designed to ensure that Directors receive accurate, timely and clear information throughout the year from a range of sources. This allows our Board and Committees to monitor and provide feedback on key matters and to make informed decisions in the best interests of the Company and our stakeholders. The Board actively engages to ensure we consider outcomes for our stakeholders, and its decision-making reflects the importance of maintaining high standards of business conduct and acting fairly between our shareholder groups. Board meeting focus during FY24  While we welcomed our new CEO during the year, our existing strategy remained in place. The Board held discussions on strategic initiatives and the strategic development of the business throughout the year, including via a dedicated session Strategy  Appointed Breon Corcoran as CEO to lead our business, following an extensive search. Find out more on pages 68-69  Oversaw changes in Executive management  Appointed Marieke Flament as a Non-Executive Director to replace Malcolm Le May who will step down at our AGM in September 2024 after nine years of service  Considered the employee engagement survey results  Received an update on the Diversity and Inclusion strategy. Find out more on pages 19-20 People and leadership  Reviewed our investor relations strategy and monitored our share price performance  Hosted our 2023 AGM and participated in shareholder interactions Investor relations  Conducted the Board and Committee performance review. Find out more on page 66  Received reports from Board Committee Chairs and the Chair of the Board of IG US Holdings Inc. at each Board meeting  Approved the Group Whistleblowing Policy Governance  Monitored financial performance against the budget, prior year, and analyst consensus  Approved all financial results announcements and the FY23 Annual Report  Reviewed the risks and opportunities for the FY24 budget, and agreed the direction of travel for the FY25 budget and the three-year plan  Recommended the FY23 final dividend for shareholder approval and approved the FY24 interim dividend Performance  Oversaw an extensive operational efficiency programme to simplify and streamline the business. Find out more on page 65  Received regular business performance updates, including the issues and challenges faced by management through reporting from the CEO, CFO, COO, and other members of the Executive Committee  Received reports or presentations on key matters such as information and cyber security, cryptocurrencies, technology, AI and tax Business, operational highlights and current trading The Board also had several deep-dives and training sessions, which included:  September 2023: – UK Political Landscape  December 2023: – Strategy  January 2024: – Marketing and Artificial Intelligence  March 2024: – Powering Inclusion – Technology Deep-Dive – Financial Services and Sustainability – Corporate Governance Reform Mindful of the operational efficiency measures we took this year and the impact on our employees, the Board did not hold an offsite at an overseas location. Board development 55 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Director Induction #### An effective induction #### programme is integral to a #### Director’s ability to quickly #### thrive in their role. Each Director receives a comprehensive, formal induction upon appointment, which is tailored to their individual experience. The induction is designed to enable new Directors to familiarise themselves with our business operations, risk and governance arrangements. It includes briefings on industry and regulatory matters, our strategy and business model, risk management and risk appetite, and meetings with senior management in key areas of the business. These are supplemented by induction materials such as recent Board papers and minutes, organisational structure charts, governance matters, and relevant policies. New Directors also meet our External Auditor, brokers and advisers, and attend a presentation from the Group Company Secretary and the external legal counsel on the roles and responsibilities of a UK-listed company director. During FY24, we welcomed Breon Corcoran to the Board as CEO. His induction was based on IG’s Induction Programme and tailored as appropriate to his experience and role. Internal meetings  Board Chair  Senior Independent Director  Non-Executive Directors, including Board Committee Chairs  Executive Committee members, including the CEO, CFO, Regional CEOs, Chief Operating Officer, Chief People Officer, Chief Technology Officer and the Chief Risk Officer  Others, including Group General Counsel, Chief Compliance Officer, Head of Investor Relations, Head of Communications, Chief of Staff, Head of Internal Audit, Head of Reward and Group Company Secretary Induction topics  Financials  Tax  Dealing  Strategy  Operations  Liquidity  Risk Management  Regulatory Risk and Customer Outcomes External meetings  External Advisers, including legal counsel and corporate brokers  External Auditor  Investors Site visits  Offices outside the UK Head Offices IG Induction Programme 56 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Stakeholder Engagement We work closely and #### proactively with our #### stakeholders to make sure #### we meet their needs, today and in the long term. We #### value trust, transparency #### and collaboration, just like they do. Discover our key stakeholders and how and #### why we engage with them. Why we engage Our clients want a seamless experience across our products, service and content, and we put them at the heart of everything we do. We’re proud of our customer loyalty and want them to be completely satisfied. How we engage Our customer experts are based all around the world, so we can speak to customers round the clock, in their language where possible. We invest in high-quality communication technology because we know how important it is for our clients to connect to us. Our platforms offer many tools and features for clients to interact with a wide range of content and education for all experience levels. What’s more, we value client feedback and take any opportunity to hear it so we can continually improve our service. What matters most Products: We diversify and evolve our award-winning products in response to clients’ needs. Knowledge: We understand how important high-quality, relevant content is, and ours cuts through the noise to guide and support our clients. Our demo accounts bring our products to life in a low-risk environment. Technology reliability: A stable, secure, reliable platform is non-negotiable. Our teams work hard to deliver flawless trade execution every time. Support: Round-the-clock trading coverage means our clients can rely on us whenever they need assistance. Why we engage Our people are the foundations of everything we do. An engaged, motivated, talented team means we can stand out and deliver excellence for our clients. How we engage We recognise that our people are all individuals, and we engage with them in as many different ways as possible, from social channels to surveys, town halls to smaller workshops, and everything in between. Our home-grown employee networks promote inclusion and help us better understand all employee experiences. Our more formal People Forum encourages feedback and connects employee voices with Board decision-making. Chaired by our Chief People Officer (CPO) and attended by Non-Executive Director Sally- Ann Hibberd, employee representatives are democratically elected by our people and participate for two-year terms. What matters most A continuous two-way dialogue means we get the best from our people, which in turn means the best for our clients. We’re also passionate about being recognised as a top workplace and employer. Why we engage Creating value and delivering for our investors is critical. We aim to develop long-term relationships with our investors, so it is important that investors understand our business, and that their expectations for the future are in line with ours. Staying informed of investor views helps us to tailor our messaging to the market. How we engage In a post-pandemic world, a hybrid model of both in-person and virtual meetings is the norm. This offers the best of both worlds between relationship-building and flexibility. Our open dialogue with investors can range from one-to-one or group meetings, webcasts and roadshows, conferences, and questions submitted on an ad hoc basis. Our Board stays on top of investor feedback, and any investor changes, and incorporates these into their decision-making. What matters most Our experienced and well-informed Investor Relations team are always available, and any topic can be on the table: financial performance, strategy, capital allocation, client characteristics, cost control, regulation, and competitive position. We know that investor trust is key, and we are always receptive to both existing and prospective shareholders and bondholders. Our clients Our people Our investors 57 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Stakeholder Engagement continued Why we engage Our unwavering commitment to being a responsible member of the communities in which we operate is a driving force for our business, purpose and culture. It informs our approach to issues of sustainability and social responsibility. How we engage Every one of our people is entitled to two days’ paid volunteering leave per year, and up to £1,000 of matched funding for any charitable fundraising activities they participate in. We also encourage attendance at talks and events delivered by our charitable partners. We are very proud of our Brighter Future Fund. We continue to pledge 1% of annual post-tax profits to charitable initiatives, and are building partnerships with regional and global charities focused on the theme of empowerment through education. Our dedicated ESG and Community teams, overseen by our ESG Board Committee, drive us forward every step of the way. What matters most We’re in this for the long run. Our aim is to have the biggest impact and sustain the biggest benefits for our communities as possible. Why we engage Regulations influence how we can operate in the marketplace. We work proactively with our regulators to help them understand our products and our business model, so we can continue our existing activity and grow into new markets. We value our relationships with them and the insight they bring into upcoming changes and how we can best respond. How we engage We understand the importance of transparency and know our regulators value this. Our regular two-way dialogue ensures that our actions and business model are consistent with regulatory expectations. From new business proposals to assisting with regulatory requests and investigations, we engage proactively and openly every time. What matters most Regulators aim to safeguard individuals’ best interests and ensure that all clients are treated fairly. They also focus on protecting the integrity of financial markets and capital and liquidity issues. We work to respect and follow both the letter and spirit of the regulations set out by local regulators to demonstrate that we share their vision. Why we engage We recognise that suppliers are crucial to the quality of our service and products, and we enjoy mutually beneficial and lasting relationships with our vendors. Our supply chain is key in delivering our ESG strategy, and we expect our suppliers to embody our commitments to responsible business, education and the communities in which we operate. How we engage We prioritise selecting partners that have effective controls and high-quality standards. Our robust screening process ensures we meet the high standards our clients expect. Frequent dialogue with our suppliers, whether informal discussions or more official exchanges, means both sides get value from the relationship. What matters most Like them, we want long-term partnerships. This means providing clarity on our expectations of the relationship and the services they provide, along with timely and reliable payment. Our suppliers also appreciate fair, open and honest two-way communication and value the feedback we can give them. Our communities Our regulators Our suppliers 58 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Understanding our Stakeholders The Board recognises the #### importance of maintaining #### good and constructive #### communication with our #### stakeholders and has a #### comprehensive programme #### of engagement throughout #### the year. Our Directors engage directly and indirectly with our stakeholders. This enables them to be kept informed of material issues and to take stakeholder interests into account when setting our purpose, values and strategy. Consideration of our stakeholders is an integral part of the Board’s decision- making process. You can find out more on our key stakeholder groups and how we engage with them on page 57 Our Section 172(1) Statement is on page 65 Engagement with our investors As part of our ongoing investor relations programme, the CEO and CFO regularly meet with investors and analysts to discuss market developments, business strategy and financial performance. This programme includes presentations by management, investor roadshows, attendance at investor conferences and other events. Following the debt issuance, the programme also includes debt investors and rating agencies, as appropriate. Materials and presentations used during these events are available on the Group website. Our website also provides a range of other useful information for existing and prospective investors. To ensure that Board members understand the views of major shareholders, feedback is provided to the Board through regular reporting detailing the opinions or concerns expressed by shareholders. The Directors also receive regular updates on the market, share price performance, shareholder activity, significant equity analyst research and analyst consensus. During the year, the Board Chair met with a number of existing and prospective investors to answer questions on the Directorate changes which took place during the year, and what this means for the future direction of the business. For further information on how Directorate changes have been managed, please see page 45. The Board Chair, the Senior Independent Director and Board Committee Chairs are available to shareholders on request and also during the AGM, to discuss specific governance matters. Investor engagement cycle FY24 Q1  IR Roadshow in US and Canada  FY23 Results announcement  FY23 Annual Report and Accounts  Investor Roadshow with acting CEO/CFO following FY23 Results  Debt investor roadshow with CFO, IR and Treasury in attendance Q2  Q1 Trading Update  2023 AGM  IR Roadshow in US and Canada  Investec Conference – acting CEO/CFO and IR investor meetings Q3  HY 24 Results announcement  Half year investor roadshow with CFO following HY24 Results  Debt investor roadshow with CFO, IR and Treasury in attendance  In-person Frankfurt roadshow with IR Management  In-person Jersey roadshow with IR Management  In-person US and Canada roadshow with CFO and IR Management  Citi FinTech Conference – New York – IR Management  KBW FinTech Conference – New York – IR Management Q4  Q3 Trading Update  JP Morgan Pan-European SMID cap conference – London – IR Management  Berenberg UK corporate conference – London – IR Management  UBS Pan European Small and Mid-Cap Conference 59 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Understanding our Stakeholders continued #### Engagement #### with employees #### The Board recognises that our people are integral to the #### success of our business. Here are some of the ways in which we engage with our people. The People Forum The People Forum is a direct link between the Board and our people globally, and we recognise how valuable this feedback loop is. Sally-Ann Hibberd, Non-Executive Director and Chair of the Board’s Sustainability Committee, joins each meeting and provides updates at Board meetings, so that employee views and voices from various locations are appropriately reflected in the Board’s discussions and decision-making. People Forum members are nominated for a two- year term, and gender, ethnicity, geography, age and length of service are carefully considered to ensure that we have a diverse and wide-ranging group of individuals to represent our people. The People Forum meets regularly to discuss key matters and provides an opportunity for members to raise any issues. This year, these included the office lease renewal in London, transport provisions in Bengaluru, reviews of the new Global Share Purchase Plan, IG Employee Networks, Global Employee Loyalty Scheme proposal, results of the Pulse Survey and the Employee Engagement Survey results. Diversity and Inclusion (D&I) The Board is focussed on offering a safe, welcoming environment where everyone can be themselves and achieve their full potential. As such, it has taken the view that D&I should be a matter for the whole Board to discuss and provide input on. Due to its importance, and the Board’s commitment to it, oversight of D&I is a matter formally reserved to the Board. For more information, please see Our Approach to Diversity on pages 19–20. During the half-day Powering Inclusion Programme, Board members also received valuable insight on how diversity and inclusion play a pivotal role in effective decision-making. Town halls Throughout the year, the Executive Directors ran town halls for all of our employees to discuss our financial performance following the release of our results and to explain the operational efficiency measures announced at the end of October 2023 in order to ensure that our people were as well informed as possible during what was a very challenging time for many, and to address CEO succession which became a necessity this year. Employee Engagement Survey Every year, the Board reviews the results of an externally-facilitated employee engagement survey to gain valuable insight into how our people are feeling globally. In FY24, we received an employee engagement score of 82%, which was three percentage points above the Financial Services benchmark and three points below the upper quartile. The FY24 score was five percentage points lower than FY23, but the score was positive overall, given the significant amount of organisational change. Our managers received particularly positive feedback and are perceived to be highly supportive and to take a genuine interest in colleague wellbeing. This year we will focus on managing complexity and re-engaging our people around our organisational priorities. By attending the People Forum and reporting back after each session, I can keep the Board informed on what matters to our people and help ensure our decision- making takes them into account.” Sally-Ann Hibberd Non-Executive Director and Chair of theBoard’s SustainabilityCommittee 60 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Understanding our Stakeholders continued #### Non-Executive Director #### stakeholder #### engagement #### casestudies Like our Executives, our Non-Executive Directors are also committed to engaging with our stakeholders. Here are some examples of how they engaged this year. Case study 1: #### Site visit to the Japan office #### Mike McTighe, Rakesh Bhasin #### and Sally-Ann Hibberd visited #### our Japan office in October #### 2023, which was the first visit to the office from our Non- #### Executive Directors. The itinerary included meetings with local management, a town hall, discussions on local growth strategy, local clients and their needs, and the regulatory environment, an IG INSPIRE women’s network session, a meeting with local sustainability champions, and a meeting with the Counsellor for Economics and Finance at the British Embassy in Tokyo. Mike, as Board Chair, also had an introductory meeting with the Japanese regulator, JFSA. “The visit was a great success and gave us an excellent opportunity to engage in person with our people and other stakeholders in what we, as the Board, consider to be a key market for us.” Mike McTighe Board Chair “It was a great, long-awaited opportunity for the whole of the Japan office to discuss with, and to learn from, Board members in person. We discussed key issues and opportunities in this large, unique market, in a way that was fully reflective of the IG culture – without any reservation. It is critical for the local business to be aligned with the senior management of the Group, and this trip certainly helped.” Tomoharu Furuichi Head of Japan 61 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information Stakeholders key Investors Clients Communities People Regulators Suppliers ![]() IG Group Holdings plc Annual Report 2024 Understanding our Stakeholders continued Case study 2: #### IG Employee Networks Our Non-Executive Directors attended sessions hosted by some of IG’s Employee Networks: IGU, IG INSPIRE, IG Black and IG Open. “The Board expressed support and a desire to be involved in our upcoming activities, advocating for a top-down approach to ensure the achievement of IGU’s objectives. Rakesh, Sally-Ann, and Mike offered to talk about their personal experiences to raise the profile of mental health, neurodiversity, and disabilities at IG. As suggested by the Board, our next goal is to investigate methods of attracting neurodiverse talent to offer unique skills and cognitive abilities, allowing for better problem solving and approach tasks differently to their team members.” Awande Nojoko Co-Chair of IGU “IG Group’s INSPIRE network is dedicated to supporting the growth and attraction of top female talent. With the Non-Executive Directors, we discussed the importance of promoting diversity of thought. Backed by evidence, it is shown that this is not only an impactful mechanism to unlock female potential, but also a powerful way to achieve holistic progress across the business. The Non-Executive Directors fully engaged with us, not only in eagerness to look beyond our data statistics and to understand real life experiences of female talent at IG, but to also discuss tangible mechanisms to make progress. It was a fantastic discussion which has stretched the network to aim even higher in the coming financial year.” Faraneh King Co-Chair of IG INSPIRE “We discussed the progress and challenges of our LGBT+ network. The session was fruitful and constructive, with discussions centred around IG’s LGBT+ people and the incredible support received by the network allies. We appreciate the collaborative spirit and the invaluable support extended to us during the session. It is through such partnerships and advocacy that we can continue fostering an inclusive and thriving environment for all of our employees.” Pablo Cremades Co-Chair of IG Open “We were grateful for the opportunity to connect with our Non-Executive Directors in a session that spotlighted IG Black’s history, objectives, and the challenges we face. It provided a platform for us to share our aspirations and gain valuable insights on diversity and inclusion from our Non-Executive Directors’ extensive professional backgrounds. The follow-up session with Wu Gang and Sally-Ann Hibberd was particularly beneficial and has given us the impetus to embrace “industrial tourism.” We are now connecting with other corporate employee networks and D&I teams to learn and implement best practices here at IG to best serve the Black Network. This session was a milestone in our endeavour to elevate the visibility and career success of Black employees within IG.” Jerome Johnson Co-Chair of IG Black 62 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Understanding our Stakeholders continued Case study 3: #### Women in Finance #### Sally-Ann Hibberd #### and Helen Stevenson #### participated in an expert #### panel discussion organised #### by the IG INSPIRE women’s #### network in collaboration #### with their London corporate #### partner, Women in Banking #### and Finance. With an audience of around 50 senior business leaders from IG and the wider industry, they provided insight, advice, and opinions on how to prepare for and embark upon a non-executive or advisory board career. The panel event was well received and triggered an engaging Q&A session, which was followed by an opportunity to network. Although it was predominantly an event targeted at women, male attendees acknowledged how gender-agnostic the content had been, and feedback following the session was very positive. #### “It was a privilege to share #### my experiences with so many talented female leaders, #### both within IG and our wider #### community, as part of IG’s commitment to furthering the development of a diverse and #### inclusive industry.” Sally-Ann Hibberd Non-Executive Director Case study 4: #### Learning #### with Parents Wu Gang and Sally-Ann Hibberd joined industry leaders and Business for Societal Impact (B4SI) at an event hosted by IG Group to showcase and celebrate its transformation partnership with Learning with Parents to tackle educational inequality. At the event, IG Group shared the learning from the Brighter Future Fund, and then Learning with Parents provided insights from their financial literacy pilot. #### “By hearing from and speaking to industry leaders at the event, I was able to experience first- hand the positive impact the Board’s commitment to the #### Brighter Future Fund was having on our community and understand the importance of continuing to work closely and #### collaboratively our charity #### partners.” Wu Gang Non-Executive Director 63 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Understanding our Stakeholders continued Case study 5: #### Teach First #### school visit #### Following the success of last year’s Teach First school visit, #### Wu Gang, Sally-Ann Hibberd #### and Helen Stevenson visited #### the Oasis Academy Coulsdon #### to see the excellent work Teach First continues to do, #### supported by IG Group. #### “The visit was a fantastic #### opportunity to meet pupils #### and teachers to gain a #### valuable insight into how #### we can continue to engage #### effectively and successfully #### with them through our #### partnership with Teach First.” Helen Stevenson, Non-Executive Director and Chair of Remuneration Committee Case study 6: #### Client Event at #### The Globe Theatre #### Our Events team run several client events throughout the #### year and Board Members #### join them where possible #### to engage directly with our clients. Susan Skerritt joined #### one such event at The Globe #### Theatre this year. #### “By joining our client event for the evening, I was able to #### speak to our clients in person #### to learn about, and from, their #### experience with us and share #### this insight with other Board #### members.” Susan Skerritt, Non-Executive Director The Directors received a warm welcome by the pupils who took them on a tour of the school. As with the last visit, there was an interactive ‘speed networking’ session led by Teach First, rotating around small groups of Year 10 students to share their career journeys and answer a host of questions from enthusiastic pupils. The visit closed with a Q&A session with the Principal and her leadership team to learn more about the school and the impact that the Teach First was making with support from businesses like ours. 64 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 #### Section 172(1) Statement Section 172(1) Statement We are committed to #### upholding the highest standards of conduct. All #### the decisions we make are #### for the long-term success #### of our business. We believe that our business will continue to grow and prosper if we understand and respect the needs and views of our stakeholders. We have a robust governance framework which includes the delegation of day-to-day decision-making to our people. Under Section 172(1) of the Companies Act 2006 (CA2006), a Director of a Company must act in a way that they consider, in good faith, would most likely promote the success of the Company for the benefit of its members as a whole. In doing this, amongst other matters, the Directors must have regard to: A The likely consequences of any decision in the long term B The interests of the Company’s employees C The need to foster our business relationships with suppliers, customers and others D The impact of our 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 shareholders of the Company Our key stakeholders We value all of our stakeholders and consider their needs and the impact our decisions have on them. The sections below illustrate how our Directors drive the long-term success of our business, whilst striving to deliver the best outcomes for all:  Stakeholder Engagement (pages 57-58): we identify our key stakeholders and how we engage with them  Our Sustainability Report (pages 17–28): we describe the progress with our ESG strategy, including diversity and inclusion, our community outreach activities, and our Task Force on Climate-related Financial Disclosures (TCFD) report  Board Activities (page 55): we give examples of how our Board interacts with our stakeholders and makes decisions with them in mind  Understanding our Stakeholders (pages 59–64): we outline how our Directors engage with our stakeholder groups Long-term decision making Our strategy is to sustainably generate and preserve value for stakeholders and wider society over the long term by facilitating a wider range of trading and investment opportunities for ambitious people around the world. This long-term view drives how we set objectives for our employees. Our risk-management procedures identify the potential consequences of short, medium and long term decisions, classifying appropriate levels of identification, mitigation, reduction, management or elimination in the best interests of the Group and our stakeholders. The Board considers Section 172(1) matters through Board information, discussion and decision-making. Key Board decisions in FY24 CEO Succession Description The Board approved the appointment of Breon Corcoran as CEO. Relevant Section 172(1) decision criteria A B C D E F Relevant stakeholders Decision-making process  Following June Felix’s departure due to ill health in August 2023, the Board, through its Nomination Committee, undertook an extensive search for a new CEO with the assistance of an external search agency, Russell Reynolds Associates  The Board collectively interviewed a shortlist of four candidates identified by the Nomination Committee  The Board formally approved Breon’s appointment as CEO in January 2024, on the recommendation of the Nomination Committee and subject to receipt of regulatory approval  Further information can be found in the Nomination Committee Report on page 68 Operational Efficiency Measures Description The Board reviewed and considered the operational efficiency measures announced on 31 October 2023, designed to simplify and streamline the business. This comprised of headcount reduction and other efficiency measures, including expanding the use of the Group’s global centres of excellence. Relevant Section 172(1) decision criteria A B C F Relevant stakeholders Decision-making process  A project was undertaken in the summer of 2023 to consider operational efficiency measures to create a leaner, more agile business and to further enhance the Group’s flexibility to innovate and deliver a world-class client experience  The Board supported the cost-management proposal when discussed in July 2023. It received regular updates on the project, and delegated authority to Mike McTighe (Board Chair) and Sally-Ann Hibberd (Non- Executive Director and Chair of the Board Sustainability Committee) as a sub-Committee to support and, where needed, constructively challenge the Executives to achieve the best possible outcome for our stakeholders 65 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Board Performance Review #### Each year, the Board monitors and seeks to #### improve its performance byreflecting on the effectiveness and quality of #### its activities and decisions. FY24 internal Board performance reviewprocess Following the extensive externally facilitated Board and Committee Performance Review conducted in FY23, we conducted an internal review in FY24 using a questionnaire, in line with our three-year cycle. Three-year Board Performance Review cycle: Year Method Next review 1 Internal evaluation via questionnaire FY24 2 Internal evaluation via questionnaires and individual interviews with Directors, as appropriate FY25 3 Externally facilitated evaluation FY26 FY24 Board performance review process Step 1: Questions agreed with the Board Chair Step 2: Questionnaire answered by each Board member Step 3: Output of the review presented to the Board and Committees during May 2024 Step 4: Actions agreed by the Board and its Committees Key Insights from the FY24 PerformanceReview  There was consensus among Board members that the Board was effective and had strong dynamics, whereby members worked cohesively, while retaining their ability to think independently  The Board felt it was of the right size, and many responses on the collective strengths of the Board highlighted the Board’s openness and the diversity of skills and experience it has  Board performance over the last 12 months scored very highly and the top priorities identified by Board members for the next 12 months centred around continuing to build constructive relationships with the CEO and his new executive team  Suggestions for Board or Committee training topics included technology (including AI), cryptocurrencies, market/competitor dynamics, D&I, and regulation  Feedback was positive on how the Board was kept informed. Suggestions for further improvement included more time with the new CEO and his executive team, continued focus on ensuring that information given to the Board reflected the global nature of our business and more information on customers, the competitive landscape, and regulatory relationships  Scores were positive on the enablers of Board decision-making, including the quality and timeliness of Board and Committee papers. It was felt that the Board and its Committees had agendas which covered the right topics and met regularly enough to discharge their responsibilities  Responses were very positive for questions on controls, which covered feedback on regulatory issues, range of risks and controls the Board considered, and the adequacy of the risk management and internal control systems  Feedback was positive overall on stakeholder oversights. Better understanding of clients and their experiences was a suggested area for further Board focus Key Actions from the FY24 Performance Review  Sustain the positive momentum that was achieved as a result of the actions from the external Board Performance carried out in FY23  Develop the Board’s relationship with the CEO and his new executive team  Enhance the Board’s understanding of our clients and core customer groups  Schedule dedicated training or Board discussions on D&I, cryptocurrencies and Artificial Intelligence (AI) in the context of our business Board Committees Overall, the Board felt that it had the right Committees with clearly defined Terms of Reference to support them, and the division of responsibilities between the Committees was clear and appropriate. Committee- specific findings were all positive and results were discussed at the respective Committee meetings in May 2024. Chair performance Scores and feedback were very positive on how the Board Chair had performed during the year. The performance of the Board Chair was also evaluated by the SID in a dedicated private session, which took place in May 2024. The result confirmed that Mike McTighe continued to lead the Board effectively and had demonstrated strong leadership and direction. 66 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Board Performance Review continued Progress on actions from the FY23 Performance Review Good progress was made against the actions from the externally-facilitated review conducted in FY23. Responses from the FY24 review confirmed that the Board was satisfied that the actions had been addressed effectively: Action point Progress /Actions taken Commit and invest to becoming an even higher performing Board and Executive Leadership Team. Each Director has invested their personal time outside of Board and Committee meetings to build and strengthen their relationships with each other. That has increased their mutual trust, respect and understanding of one another and contributed to an even higher performing Board. The Nomination Committee and the Board also committed to and invested in its future performance during the CEO succession planning process, which demonstrated the high calibre of internal candidates in the Executive Leadership Team. The Executive Leadership Team and the Board worked together to support the business during the challenging circumstances of the prior CEO taking ill and eventually stepping down. At the end of a robust process, the Board appointed a new CEO to lead the business for the next phase of its growth. During the year, the Nomination Committee also commenced the search for a new Non-Executive Director and a CFO. The Board considered the future opportunities for the business and has sought to further strengthen the way that it can support it and how it can enhance its own performance with this appointment. The search for a Non-Executive Director has concluded with the appointment of Marieke Flament. The CFO search is ongoing. Continue to keep Board composition under review, particularly from D&I and skills perspectives. The Nomination Committee keeps the Board composition, including various forms of D&I, under review during the year and the Chair reports back to the Board on the discussions it has had. From a skills and experience perspective, the findings from the FY23 Board Performance Review were used as a starting point for the role profile for the Non-Executive Director search currently underway, to succeed Malcolm Le May who will retire at the 2024 AGM, having served nine years on the Board by then. D&I considerations have been integral to the Nomination Committee and the Board’s succession planning processes during FY24 and will continue into FY25. Search firms have been instructed to present a diverse pool of candidates for consideration. All forms of diversity are considered and while the Board remains committed to achieving more female representation in particular, it will continue to appoint based on merit. Work to better align the Board on the most appropriate level of governance given our strategic direction. The Board has worked with the new Group Company Secretary to achieve the appropriate balance of governance for the organisation during FY24. The Board Chair and the Group Company Secretary will continue to keep governance practices under review so that they remain appropriate for the Group. Continue to look at the allocation of the Board’s time, especially in terms of our customers and markets as we deploy our diversification strategy. The Board is comfortable with its time allocation but keeps this under review at each meeting when it considers its Forward Look Agenda. The Board usually has two strategy sessions per year, though strategic initiatives are also discussed outside of these sessions on an event-driven basis. The Board has requested various deep dives in order to better support as the business executes its strategy. Skills Matrix 1 The Skills Matrix below is based on each Director’s self-evaluation against a list of capabilities. This was conducted as part of the FY24 Board Performance Review in April 2024. Auditing 3/9 3/9 3/9 Cryptocurrencies 1/9 3/9 5/9 Data and Cyber Security Governance 3/9 5/9 1/9 Digital and Technology 4/9 4/9 1/9 ESG/Sustainability/CSR 2/9 7/9 Finance 6/9 2/9 1/9 International Markets 7/9 2/9 People/Talent Management 6/9 3/9 Policy/Government Regulations 3/9 1/9 5/9 Remuneration 2/9 6/9 1/9 Risk Management 6/9 3/9 Transformation 4/9 4/9 1/9 UK PLC Experience/ Listing Regulatory Environment 5/9 3/9 1/9 Core Supplemental Limited 1 This year’s Board Performance Review was undertaken solely by the Non-Executive Directors on account of the CEO only recently having joined the Group. The CFO recused himself as he will leave the business on 31 July 2024. 67 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Nomination Committee Report Mike McTighe Chair of the Nomination Committee Committee overview Key stats Tenure Gender 0 – 3 years 0% Female 25% 4 – 6 years 100% Male 75% 7+ years 0% Meetings and membership Meetings attended Mike McTighe (Chair) 18/18 Wu Gang 17/18 Jonathan Moulds 16/18 Helen Stevenson 17/18  Our Nomination Committee (the Committee) is comprised of four independent Non-Executive Directors. Their biographies can be found on pages 47-50  The Nomination Committee met 18 times during the year. All the apologies were received for ad hoc meetings. Full details of attendance at Committee meetings are on page 53  The CEO and Chief People Officer (CPO) are standing attendees at Nomination Committee meetings Chair’s overview The Nomination Committee ensures that the Board and its Committees are of the appropriate size and composition, with the requisite balance of skills, knowledge, diversity, experience, and independence needed to support the development and oversight of our strategy. We make recommendations on Board succession planning, which includes identifying and recommending suitable candidates as part of business-as-usual succession planning for key roles as well as when a vacancy arises. We partner with independent external executive search agencies to help source candidates based on objective criteria. We are committed to ensuring that we are a truly diverse organisation in all respects, across gender, social and ethnic backgrounds, cognitive and personal strengths, and experience. We also review the senior executive talent and leadership needs of the Group to ensure that we have succession plans in place for Board and senior management positions. This year, we carefully considered changes to senior executive positions and provided the appropriate input and challenge in advance of key changes being made. We believe that a diverse pipeline of talent will result in the Company’s existing and future strategy being executed effectively. During the year, we continued our engagement with Russell Reynolds Associates (RRA), an independent executive search agency, as the need arose to progress from the contingency planning that we had already undertaken, to a comprehensive CEO succession and recruitment process after June Felix decided to step down due to ill health. Our process included:  Preparation of a role profile, which was used by RRA to create a search strategy, including industry types and example companies that could form our external talent pool alongside our internal talent included in the selection process I am pleased to present the #### report of the Nomination #### Committee for the financial year ended 31 May 2024, to #### share this year’s activities #### with you and discuss how #### we have discharged our #### responsibilities. FY24 Key focus areas  CEO succession planning and recruitment  CFO recruitment  NED succession planning and recruitment  Senior Executive Talent Review 68 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Nomination Committee Report continued  We used the strategic priorities for the business and our values to define the key capabilities, experience, and personal attributes which potential candidates (both internal and external) could be assessed against  We attributed capabilities (including strategic vision, client orientation and inspirational leadership), experience (including international/multi-region, FinTech, growth and data-led operating models), and personal attributes and values (including having an inclusive mindset, being a cultural ambassador and being authentic) to act as a benchmark and revisited them throughout the search  We considered summary role profiles for external candidates globally, and calibrated their experience across a range of criteria, which included various forms of diversity  The Committee agreed on a shortlist of candidates that each Committee Member and the CPO would meet  RRA assessed internal and external candidates using the Hogan Development Survey and their own leadership profiling tool to benchmark against global CEO characteristics  The finalist candidates were interviewed by all of the Non-Executive Directors. Two preferred candidates continued the process, and the Committee assessed their significant external time commitments to ensure they had sufficient time available to devote to the role. The Board approved our recommendation to appoint Breon as CEO, reflecting his strong leadership credentials, technology experience, a track record of growth, value creation and ability to scale business internationally We value stakeholder engagement, so during the succession planning process, we kept our people updated globally with articles on our intranet site and town halls hosted by the Executive Directors and our CPO. After the announcement of the new CEO was made, I connected with our top twenty shareholders and met with several of them. I was pleased that Breon’s appointment was received positively by our top shareholders and the market. Like all new Directors, Breon undertook a comprehensive tailored induction plan. All Directors receive ongoing updates on strategic, legal and regulatory developments to enable them to fulfil their statutory duties. More information on Director inductions and training can be found on page 56 and page 54 respectively. As mentioned in the Board Chair’s Introduction to Corporate Governance on page 45, it has been a year of unprecedented Directorate change. Jon Noble stepped down as our COO on 13 March 2024 and we were delighted to promote internal talent to the role. Charlie Rozes also decided to step down as CFO and he will leave us on 31 July 2024. We initiated a process with Redgrave Search (Redgrave), an independent, international executive search firm, on succession planning and recruitment for our new CFO. A comprehensive global search has been conducted against a role profile that was developed by the CEO and CPO in discussion with the Nomination Committee. An initial diverse longlist of candidates was interviewed by the CEO, CPO, and Board Chair. The CEO provided regular updates to the Board Chair and the Nomination Committee throughout the search. We have assessed shortlisted candidates against the requirements of the role. The results of the various interviews will be considered, together with comprehensive referencing and a leadership assessment of each candidate. Malcolm Le May will reach nine years’ tenure and is due to step down at our AGM in September. We started the succession planning process to identify his successor, with Board diversity as a priority. We remain committed to achieving the optimal balance of diversity on the Board, whilst we continue to recruit based on merit, considering the specific skills, knowledge and experience needed for each role. We decided to work with Audeliss, an independent executive search agency that specialises in diverse Board appointments. In undertaking the search, we did not limit our candidate pool to the UK. We requested a candidate list that prioritised female talent, but we considered diversity and inclusion in their widest sense. We worked closely with Audeliss to prepare a role profile that took into consideration our values, feedback received during the prior year’s Board Performance Review on the skills, experience and know-how areas that would benefit the Board, and the strategic direction of the business, with a focus on technology experience and crypto. Audeliss produced a list of potential female candidates, based all over the world, with different backgrounds. After the Chair met with several candidates on the longlist and provided feedback, the Committee agreed on a shortlist of candidates that each Committee Member, the CEO and the CPO met. Two preferred female candidates were agreed on, who several of our Non-Executive Directors also met with, ahead of the Committee recommending Board approval to appoint Marieke Flament. We were delighted that she joined our Board on 4 July 2024. Marieke brings unique technology and crypto experience to the Board. Her biography is available on our Group website. Malcolm also chairs the Board of IG US Holdings, Inc. We recommended that Susan Skerritt, an existing member of that Board, be appointed as Chair in succession to Malcolm, and that Jonathan Moulds, our SID, be appointed as Director. Both appointments took place on 9 July 2024, and we are confident that we will continue to benefit from Susan and Jonathan’s extensive US experience in making these appointments. The Committee remained confident that the structure and composition of the Board of IGGH and the other nested entities and their Committees, as well as the Board of IG US Holdings Inc., provided effective leadership to support our future growth and strategy. 69 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Nomination Committee Report continued Role of the Nomination Committee The principal responsibilities of the Committee include:  Reviewing the structure, size and composition of the Board and its Committees to ensure that they are appropriately balanced in terms of skills, knowledge, diversity, experience and independence, and making appropriate recommendations to the Board relating to succession planning at Board level  Ensuring that there is a formal, rigorous and transparent procedure for the appointment of new Directors to the Board  Identifying, and nominating for Board approval, suitable candidates to fill Board vacancies as and when they arise  Reviewing leadership needs, with a view to ensuring our continued ability to compete effectively in our marketplace and deliver on our strategy  Keeping apprised of strategic issues and commercial changes affecting us and the market in which we operate The Terms of Reference of the Committee were last reviewed in May 2024 and are available on our website. Priorities for the year ahead  Continue the search for CFO to join the Board  Facilitated by the CPO, commence work on broadening the development of longer-term internal talent for CEO, CFO and Executive Committee positions, to nurture a diverse talent pool and ensure that we have the leadership capabilities in place to deliver the business strategy for the future  Commence work on Board Chair, SID and Non-Executive Director succession planning  Continue to communicate to the Board on key activities and workstreams during the year Main activities during the financial year During the year, the Committee met principally to:  Consider the structure and composition of the Board and its Committees, including the current diversity of the Board, Non- Executive Director independence, including tenure, Non-Executive Director time commitment, a skills gap analysis for Non-Executive Director succession planning, and a review of Director conflicts of interest  Consider and recommend a reduction in the number of Executive Directors on the Board  Discuss the Board’s Diversity and Inclusion Policy, including the commitment to achieve the gender and ethnic minority diversity targets contained in it  Pivot from contingency succession planning to CEO recruitment, including the appointment of an independent executive search agency to support with that  Undertake NED succession planning ahead of Malcolm’s retirement, including the appointment of an independent executive search agency with a view to achieving greater diversity on the Board with the new appointment  Support on CFO succession planning, which included the appointment of an independent executive search agency and considering a diverse candidate pool Diversity Details of our diversity and our Diversity Statement can be found in Our Approach to Diversity on pages 19-20. The Board continues to appoint on merit, based on the skills and experience required for membership, while considering all forms of diversity, as well as independence. The Company insists on search firms presenting a diverse pool of candidates for consideration during the search process. The Board Diversity and Inclusion Policy was last reviewed in May 2024 and is available on our website. This policy applies to the Board and its Committees. Committee evaluation An evaluation of the Committee’s performance was undertaken this year in line with the Committee’s Terms of Reference. You can find details of the Board Performance Review process, outcome, and the actions on pages 66-67. On the Committee- specific questions, the review found that the Committee had the right combination of skills, experience, and knowledge. Its reporting to the Board was found to be effective and it performed, and was chaired, effectively during the year. No Committee- specific actions resulted from the review. Mike McTighe Chair of the Nomination Committee 24 July 2024 70 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Sustainability Committee Report Sally-Ann Hibberd Chair of the Sustainability Committee Committee overview Key stats Tenure Gender 0 – 3 years 0% Female 50% 4 – 6 years 100% Male 50% 7+ years 0% Meetings and membership Meetings attended Sally-Ann Hibberd (Chair) 4/4 Malcolm Le May 3/4 Helen Stevenson 4/4 Rakesh Bhasin 4/4 I am pleased to present the #### report of the Sustainability #### Committee for the financial year ended 31 May 2024, to #### share with you our activities #### during the year and how we #### have discharged our #### responsibilities. FY24 key focus areas  Oversaw improvements made to the Group’s carbon accounting and preparations for setting net zero targets and transition planning  Sought and received insights from key stakeholders, including shareholders, employees, clients, and communities to better understand their priorities and interests relating to sustainability issues  Horizon scanning on incoming sustainability-related regulations and trends  In collaboration with the Remuneration Committee, oversaw the implementation of a Global Share Purchase Plan for IG Group employees  Oversaw the implementation of employee wellbeing initiatives, including the training of 45 Mental Health First Aiders globally  Oversaw the continued roll-out of the client vulnerability processes  Oversaw the charitable grant-making process through the Brighter Future Fund Chair’s overview The Sustainability Committee’s role is to safeguard the long-term viability of the Company, ensuring the way Company goals are pursued today does not compromise its ability to pursue goals in the future. We believe this means the Company is mandated to operate ethically, to tread lightly on the planet, and to make a positive contribution to a socially mobile and inclusive community. To better reflect the breadth of this remit, we have changed the name of the Committee and associated Group function to Sustainability. We are moving away from ‘ESG’, because it has become synonymous with the criteria used to evaluate sustainability performance. The Sustainability Committee has been providing oversight on behalf of, and advice to, the Board in relation to matters of sustainable and responsible business for four years and over the last 12 months we have overseen continued progress against our strategic goals. In FY23, we oversaw several initiatives that helped the Group to better champion the client – including the client vulnerability project and a project to embed principles of accessibility into our product design. These initiatives have remained top priorities for FY24, and we are proud of the progress being made in these areas. This year we have also overseen several important projects in relation to the People strategy. We are particularly proud of the implementation of a Global Share Purchase Plan which means that every employee around the globe now can invest in IG Group shares. Previously, such plans were only available to employees in the UK and USA, so this was a significant expansion and enables all employees to share in the success of the business. Since our formation in 2020, the regulatory environment around sustainability topics has evolved at a remarkable pace. After overseeing the Group’s implementation of the Task Force on Climate-related Financial Disclosures (TCFD) regime, we are starting to  Four independent Non-Executive Directors make up our Sustainability Committee (formerly the ESG Committee). Their biographies can be found on pages 47-50  The Committee met four times during the year. You can find full details of attendance at Committee meetings on the table on page 53  The Board Chair, CEO, Group Head of Sustainability and CPO are standing attendees of the Committee. Representatives from other areas of the business attend the Committee meetings by invitation 71 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Sustainability Committee Report continued prepare for incoming disclosure regimes such as the International Sustainability Standards Board (ISSB) and Corporate Sustainability Reporting Directive (CSRD). This has included inviting industry experts to Committee meetings to present horizon scanning and insights reports. We have also started to work more closely with the Audit Committee – helping it to better understand the increasing levels of scrutiny that will be required of the Group’s sustainability disclosures. As the regulatory environment becomes increasingly sophisticated and nuanced, so too do the attitudes and priorities of our key stakeholder groups. The Committee stays abreast of these views in a number of ways including:  We oversaw the expansion of the Client Sentiment tracker to survey attitudes to elements of sustainable and responsible business and we commissioned a similar pulse survey for a selection of the highest performing employees across the Group  In FY24, I became the Board representative on the Group’s People Forum – made up of nominated employee representatives from each of our regions  Throughout the year there have been a number of non-executive visits to IG Group offices around the globe and we ensure that, we include on the itinerary, sessions focused on the regional sustainability agenda and meetings with the local employee network leads  Members of this Committee and the Board have attended many events associated with the Group’s community outreach programme. For example, we heard from our UK charity partner Learning with Parents about how best to improve the financial literacy of the UK’s most marginalised communities. This is just one of many incredibly inspiring projects that we’re supporting though the Brighter Future Fund and you can read more about this on our Group website Finally, it is worth noting that this has been a year of change for the business. Amongst the people to leave the business were the Chief Operating Officer and the Chief Risk Officer – both of whom were key champions of the sustainability agenda at the Executive Committee level. The Committee has overseen the transition of accountability to the Chief People Officer and will work closely with her to ensure that this agenda remains a top priority as we move forward. The Committee notes that the Company’s sustainability function – lead by our Group Head of Sustainability – has grown over the last 12 months, which is indicative of the business’ commitment to this work. Role of the Committee The principal roles and responsibilities of the Committee include:  Advocating and effectively bringing greater focus on wider sustainability matters within the Company  Oversight of our sustainability strategy and its implementation, including ensuring that the appropriate governance is in place and is supported by appropriate policies. See page 23 to read more about sustainability governance  Monitoring and reviewing how the sustainability strategy is received and regarded by our stakeholders  Overseeing how all elements of the sustainability strategy are reported externally  Assisting on other matters related to sustainability as may be referred to it by the Board  Oversight of the Brighter Future Fund, which is the Group’s Charitable Giving budget The Terms of Reference of the Committee, which were last reviewed in May 2024, are available on our website. Committee evaluation An evaluation of Committee performance was undertaken this year in line with the Committee’s Terms of Reference. You can find details of the Board Performance Review process, outcome and the actions on pages 66-67. On the Committee-specific questions, the review found that the Committee had the right combination of skills, experience and knowledge. Its reporting to the Board was found to be effective and it performed, and was chaired, effectively during the year. The Committee also agreed a Committee- specific action from the review to receive presentations from external speakers on a periodic basis on wider market practices in respect of sustainability, and the first such session took place in July 2024. Sally-Ann Hibberd Chair of the Sustainability Committee 24 July 2024 Priorities for the year ahead  Continue to prepare for incoming regulations, including overseeing the continuous improvements to sustainability reporting and disclosures  Oversee the completion of a sustainability materiality exercise and a subsequent sustainability strategy refresh  Oversee the implementation and roll-out of the new strands of the sustainability strategy, including the metrics and KPIs by which the Group will be measured  Continue to receive input on sustainability insights and trends and listen to the perspective of key internal and external stakeholders, ensuring that we have visibility of the ever-developing regulatory environments and best practice around the world, and how these relate to IG Group  Scrutinise and support IG’s Brighter Future Fund grant making to ensure it remains on track to meet the ambitious target of supporting one million people by 2026  Communicate to the Board on key activities and workstreams during the year 72 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Audit Committee Report Andrew Didham Chair of the Audit Committee Committee overview Key stats Tenure Gender 0 – 3 years 25% Female 25% 4 – 6 years 75% Male 75% 7+ years 0% Meetings and membership Meetings attended Andrew Didham (Chair) 5/5 Rakesh Bhasin 5/5 Malcolm Le May 5/5 Susan Skerritt 4/5 #### I am pleased to present #### thereport of the Audit #### Committee for the financial year ended 31 May 2024, to #### share with you our activities #### during the year and how we #### have discharged our #### responsibilities.  Four independent Non-Executive Directors comprise our Audit Committee (the Committee), including individuals with recent and relevant financial experience. The Committee as a whole has competence relevant to the sector we operate in. Their biographies can be found on pages 47-50  The Committee met five times during the year, including a joint meeting with the Board Risk Committee in September 2024. You can find full details of attendance at Committee meetings on page 53. The Committee also held two dedicated workshops on tastytrade impairment assessment in June 2023  The Board Chair, CFO, CEO, Global Head of Internal Audit and representatives from the External Auditor, PricewaterhouseCoopers LLP (PwC), are standing attendees at meetings  Committee members also meet separately with the Global Head of Internal Audit and the External Auditor at various points in the year so that any issues or concerns may be raised to the Committee without management present Chair’s overview As a Committee, we remain focused on overseeing corporate reporting, maintaining an appropriate relationship with the Internal and External Auditors and monitoring the effectiveness of our control environment. We again monitored accounting matters related to the US CGU closely, as well as the continued integration of internal control processes for the tastytrade business, with input from our External Auditor, PwC. Following an assessment, I am pleased to report that the Committee has concluded that there were no indicators of goodwill impairment at year-end. We remain alert to regulatory and legislative developments for matters under our remit. Further to a number of changes and clarifications we saw to the corporate reform agenda in the UK, we are focused on overseeing our readiness to meet the requirements of the 2024 UK Corporate Governance Code, particularly around internal controls. We received an update on corporate governance changes from our external legal counsel during the year and will closely monitor how management responds to the upcoming changes. In last year’s report, I highlighted our oversight of an external assessment of our Internal Audit function as a focus area for FY24. An External Quality Assessment was duly undertaken by Deloitte during the year, and I am pleased to report that the assessment was strongly favourable overall, with Deloitte considering our Internal Audit function to be high-performing and well regarded. Improvement opportunities identified by the assessment were limited and minor in scope and nature, and they have been taken on board. A specific point that we discussed as a Committee was the Global Head of Internal Audit’s continued independence in view of his seven-year tenure in the role, and we subsequently satisfied ourselves that the individual continued to be independent. FY24 key focus areas  Changes to corporate reporting requirements  Oversight of an external assessment of the firm’s Internal Audit arrangements  US Cash-Generating Unit (CGU) as part of goodwill impairment testing 73 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Audit Committee Report continued We continue to work well with other Board Committees, and once again held a joint meeting with the Board Risk Committee in September 2023 to review and discuss matters common to both Committees. This included reviews of the financial and regulatory capital and liquidity forecasts for the ICARA and Wind-Down Plan. There continues to be a helpful level of cross-Committee membership, with Susan Skerritt and I both being Board Risk Committee members. Following a Board presentation from PwC on Sustainability and Finance in March 2024, we agreed with the Sustainability Committee that the responsibility for external sustainability- related disclosures will fall under the remit of our Committee, and we will review the basis of reporting and the key judgements relating to such disclosures going forward. As the Audit Committee Chair, I have been involved in the search for a new CFO. I wish Charlie Rozes much success for the future as he leaves the business at the end of July 2024. As we look forward to FY25, our Committee will continue to focus on implementing new applicable corporate reporting requirements, including those around internal controls and sustainability disclosures. Role of the Audit Committee The Committee’s principal responsibilities areto: Corporate reporting  Monitor the integrity of the Group’s Financial Statements  Review the significant financial issues and judgements related to the Group’s Financial Statements  Assess the quality and acceptability of accounting policies and practices used  Review the processes to support the assessment and determination of the principal risks that may have an impact on our solvency and liquidity  Monitor the availability of distributable profits for dividend payments  Oversee the approach to tax management and control  Review the inherent risks in our financial reporting process and systems  Review the basis of reporting and the key judgements relating to external Sustainability–related disclosures Control environment  Monitor the effectiveness of the Internal Audit function  With support from the Board Risk Committee, assess and recommend the effectiveness of the Group’s risk management and internal control framework to the Board  Monitor the effectiveness of our control environment, including performance of our IT systems, and via Internal Audit reports  Oversee the systems and controls relating to the holding and management of client money and assets  Review and approve whistleblowing arrangements External Auditor  Oversee the relationship with the External Auditor, including annual approval of the external audit plan, review of audit opinions, setting of External Auditor remuneration, and reporting the results of the external audits to the Board  Monitor the effectiveness, objectivity and independence of the External Auditor, including factors related to the provision of audit and non-audit services The Terms of Reference of the Committee were last reviewed in May 2024 and are available on our website. 74 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Our other key activities are outlined below: Committee Activity Outcome Going concern and long-term viability The Directors are required to make a statement in the Annual Report as to the going concern and longer-term viability of the Group. The Committee is required to review the processes to support the assessment and determination of the principal risks that may have an impact on our solvency and liquidity.  Evaluated reports from management that set out the view of the Group’s going concern and longer-term viability. These reports detailed the outcomes of stress tests after applying multiple scenarios to determine how we were able to cope with deterioration in liquidity profile or capital position  Considered, along with the Board Risk Committee, the ICARA underpinning the firm’s capital and liquidity adequacy appraisal  Agreed to recommend the Going Concern and Viability Statement to the Board for approval, taking into account the assessment by management of stress-testing results and principal risks Carrying value of goodwill and other intangible assets In accordance with accounting standards, we are required to review any goodwill balances for impairment and to consider the underlying assumptions used in determining the carrying value of these assets. In addition, we are required to assess whether there is any indication the other intangible assets may be impaired.  Reviewed a report from management setting out the key assumptions used in the impairment review of the goodwill balance and an associated sensitivity analysis, including the support provided by an independent external valuation agency in valuing the US CGU as part of the annual goodwill impairment testing  Considered the work of the External Auditor on goodwill and intangible assets  Concluded that there should be no change to the recorded carrying value of the goodwill and other intangible assets, based on the assessment performed  Concluded that adequate disclosure was included within the Financial Statements Alternative performance measures We are required to define any alternative performance measures used and to explain why they are useful or more meaningful to describe the performance during the period and to reconcile them to the closest UK-adopted International Accounting Standards measures.  Discussed the alternative performance measures included within the Annual Report  Concluded that the alternative performance measures provided a fair representation of business performance and position, and that adequate disclosure was included to reconcile them to the closest UK-adopted International Accounting Standards measures Audit Committee Report continued Main activities during the financial year Corporate reporting In relation to corporate and financial reporting, the primary responsibility of the Committee is to work with management and the External Auditor to review the appropriateness of the half-year and full-year Financial Statements. During the year, the Committee:  Assessed the quality and acceptability of accounting policies and practices used by management and concluded that they were appropriate  Concluded that disclosures were clear and compliant with financial reporting standards and relevant financial and reporting requirements  Considered material areas in which significant estimates have been applied or discussed with the External Auditor. The details of the primary areas of significant estimates and disclosure in relation to the Financial Statements for FY24 are set out on page 123  Reviewed announcements and Financial Statements for full and half-year results and recommended them to the Board 75 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Committee Activity Outcome Risk management and internal control The Committee is required to assist the Board in the annual review of the effectiveness of our Risk Management Framework and internal control systems.  Received a report from the Chief Risk Officer and the Board Risk Committee on the overall effectiveness of the risk management and internal control framework, including an assessment of risks that might threaten our business model, future performance, solvency or liquidity  Received an update on the control environment in respect of Corporate Actions and Privileged Access Management, where the Committee noted the significant improvement that had been made in recent years  Reviewed the associated disclosures within the Accountability section of the Governance Report in this Annual Report  Agreed to recommend to the Board the Annual Report statements relating to the effectiveness of the risk management and internal control framework Audit Committee Report continued Committee Activity Outcome Tax provisions Calculating the Group’s corporation tax charge involves a degree of estimation and judgement, as the tax treatment of certain items cannot be finally determined until resolution has been reached with the relevant tax authority. Where appropriate, we hold tax provisions in respect of the potential tax liability that may arise on these unresolved items. We have generated tax losses in certain jurisdictions where we operate, and we’ve recognised deferred tax assets in respect of these losses to the extent that future profits have been forecast.  Reviewed a report from management that detailed the assumptions made in calculating the Group’s corporation tax charge and provisions. Our External Auditor also provided commentary to the Committee on this  Reviewed our Group Tax Risk Management Policy, Tax Strategy and Tax Governance Framework  Concluded that the corporation tax charge and provisions recorded were appropriate and complete  Recommended the Group Tax Risk Management Policy and Tax Strategy for Board approval  Approved the Tax Governance Framework Fair, balanced and understandable The Board is required to provide its opinion on whether it considers that the FY24 Annual Report, taken as a whole, is fair, balanced and understandable, and provide the information necessary for shareholders to assess the Company’s position and performance, business model and strategy.  Reported on the preparation of the FY24 Annual Report with the Board, having assessed the quality of reporting through discussion with management and the External Auditor  Advised the Board that the Company’s FY24 Annual Report is fair, balanced and understandable, following its review Control environment Other matters addressed by the Committee included focus on the effectiveness of our control environment and performance of our IT systems. The Committee also considered Internal Audit, including the objectivity and independence of Internal Audit personnel. Our main activities are summarised below: 76 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Audit Committee Report continued Committee Activity Outcome Internal Audit The Committee is required to oversee the performance, resourcing and effectiveness of the Internal Audit function.  Monitored the effectiveness of our Internal Audit function in the overall context of our risk management and internal control framework  Reviewed the risk-based Internal Audit plan  Monitored management’s responsiveness to Internal Audit findings  Reviewed Internal Audit reports and themes arising from them  Reviewed the performance of the Internal Audit function against the plan  Reviewed the Internal Audit Charter  Reviewed the Internal Audit Scorecard to feed into the FY24 variable remuneration for individuals in the function  Reviewed the outcome of the External Quality Assessment on the Internal Audit function  Approved the risk-based audit plan  Concluded that the Internal Audit function supports the work of the Committee and remains effective, efficient and robust, with appropriate processes  Considered the function to have sufficient resources to deliver its proposed audit plan  Approved the Internal Audit Charter  Recommended the Internal Audit Scorecard to the Remuneration Committee, which will feed into the FY24 variable remuneration for the Internal Audit function Client money and assets The Committee has a responsibility for overseeing our systems and controls relating to the holding and management of client money and assets.  Monitored the effectiveness of the control environment relating to client money and assets through periodic reporting from management and the Client Money and Assets Committee  Considered the report from the External Auditor on the client money control environment and operations  Reviewed the control environment at Group and entity levels; and concluded that the control environment remained effective Whistleblowing The Committee considers the adequacy of our arrangements by which employees may in confidence raise concerns about improprieties in matters of financial reporting or other matters.  Received periodic reporting from management on the Group’s whistleblowing arrangements, including Group and local policies and employee training  Reviewed the proposed updates to the Group Whistleblowing Policy, which included the onboarding of a provider to enable whistleblowing reports to be made via an anonymous external reporting line  Concluded that whistleblowing processes were operating effectively during the period under review and that the Whistleblowing Policy remained fit for purpose  Reviewed and recommended the revised Whistleblowing Policy for Board approval 77 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Committee Activity Outcome Oversight of External Auditor The Committee is required to oversee the work and performance of PwC as External Auditor, including the maintenance of audit quality during the period.  Met with the key members of the PwC audit team to discuss the FY24 audit plan and areas of focus  Assessed regular reports from PwC on the progress of the FY24 audit and any material issues identified  Debated the draft audit opinion ahead of the FY24 year-end. The Committee was also briefed by PwC on critical accounting estimates, where significant judgement was needed  Approved the audit plan and the main areas of focus, including the potential risk of management override of controls and the assessment of the recoverable amount of the US CGU  More information on the Committee’s role in assessing External Auditor performance, effectiveness and independence can be found on page 79 Audit and audit-related fees Audit-related fees include those related to the statutory audit of the Group and its subsidiaries, as well as audits required due to the regulated nature of our business. Also included are fees associated with testing of controls relating to our processes and controls over client money and asset segregation.  Reviewed and approved a recommendation from management on the Company’s audit and audit-related fees during the year  Concluded that the FY24 audit and audit-related fees are appropriate. A breakdown of audit and non-audit related fees is in note 5 to the Financial Statements on page 134 Non-audit services and fees To prevent the objectivity and independence of the External Auditor from becoming compromised, the Committee has a formal policy governing the engagement of the External Auditor to provide non-audit services. The policy is reviewed on an annual basis. The Committee reviewed our policy governing non-audit work against details of regulations on the statutory audit of public interest entities.  Reviewed all arrangements for non-audit fees. Fees in relation to permitted services below £0.05 million are deemed pre-approved by the Committee and are subject to the approval of the CFO. Fees above £0.05 million must be approved by the Committee, through the Committee Chair  Received an explanation from PwC of its own in-house independence process  Received confirmation from management that there were no exceptions to fee limits and approval processes, per the policy, during the year  Approved arrangements for non-audit fees. During the year, non-audit fees of £0.2 million were paid to PwC, as discussed in note 5 to the Financial Statements External Auditor Our main activities are summarised below: Audit Committee Report continued 78 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 External Auditor effectiveness In assessing the effectiveness and independence of the External Auditor, the Committee considered relevant professional and regulatory requirements, including the FRC’s Minimum Standard for Audit Committees and the External Audit, and the relationship with the External Auditor as a whole. The Committee monitored the External Auditor’s compliance with relevant regulatory, ethical and professional guidance on the rotation of partners, and assessed its qualifications, expertise, resources, and quality of people and service provided, including a report from the External Auditor on its own internal quality procedures and independence. As part of the assessment, a questionnaire was completed by key stakeholders. The questionnaire addressed matters including the External Auditor’s independence, objectivity, the quality of planning and execution of the audit, insights and added value and general support and communication to the Committee and management. The results were analysed, and a report was presented to the Committee. The Committee assessed the robustness of the audit process, specifically how the auditor challenged management’s key assumptions and demonstrated professional scepticism, through discussion with the audit partner, by reviewing PwC’s findings on areas which required management judgement and in considering the quality and depth of the auditor’s observations and challenge. An example of the External Auditor demonstrating appropriate professional scepticism and challenge of management’s assumption was in relation to the review of management’s value-in-use impairment model for the US GCU. The review included an assessment of the reasonableness of the discount rate, long-term growth rate and assumptions of future cash flows by the External Auditor’s in-house valuation experts. External Auditor reappointment The Committee is responsible for making recommendations on the appointment, reappointment and removal of the External Auditor, and for assessing and agreeing the audit and non-audit fees payable to them. External audit services were last tendered in FY20, where PwC was reappointed. PwC has been our External Auditor for 14 years and will retire from the role by FY30. The FY24 audit was led by Carl Sizer. Under the partner rotation rules set out in the applicable ethical standards, his final year as partner will be FY25, after five years of service. The Company has complied with the provisions of the Competition and Markets Authority’s Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014 for the financial year under review. Following our assessment of the effectiveness of the External Auditor, the external audit process and their independence and objectivity, the Committee recommends that the Board propose the reappointment of PwC for shareholder approval at the Company’s 2024 AGM. There are no contractual obligations restricting choice of External Auditor. Committee evaluation An evaluation of Committee performance was undertaken this year in line with the Committee’s Terms of Reference. You can find details of the Board Performance Review process, outcome and the actions on pages 66-67. On the Committee- specific questions, the review found that the Committee had the right combination of skills, experience and knowledge. Its reporting to the Board was found to be effective and it performed, and was chaired, effectively during the year. Scores were high, and there were no Committee-specific actions from the review as a result. Andrew Didham Chair of the Audit Committee 24 July 2024 Priorities for the year ahead  Monitoring management’s response to upcoming changes to reporting on internal controls, including via the 2024 UK Corporate Governance Code  Reviewing external Sustainability related disclosures  Focus on accounting matters relating to material subsidiaries as well as Group Audit Committee Report continued 79 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Board Risk Committee Report Jonathan Moulds Chair of the Board Risk Committee Committee overview Key stats Tenure Gender 0 – 3 years 20% Female 40% 4 – 6 years 80% Male 60% 7+ years 0% Meetings and membership Meetings attended Jonathan Moulds (Chair) 6/6 Andrew Didham 6/6 Wu Gang 6/6 Sally-Ann Hibberd 6/6 Susan Skerritt 6/6  Five independent Non-Executive Directors currently comprise our Board Risk Committee (the Committee). Their biographies can be found on pages 47-50  The Board Risk Committee met six times during the year, including a joint meeting with the Audit Committee in September 2024. You can find full details of attendance at Committee meetings on the table on page 53  The Board Chair, CEO, CFO, Chief Risk Officer (CRO), Chief Compliance Officer (CCO) and the Global Head of Internal Audit are standing attendees at meetings I am pleased to present the #### report of the Board Risk #### Committee for the financial year ended 31 May 2024, to #### share with you our activities #### during the year and how we #### have discharged our #### responsibilities. Chair’s overview Our Committee continues to work proactively and constructively with the Risk and Compliance team, and hold them to account to ensure we uphold the highest standards for our clients and our business. We remain focused on the key current and emerging risks faced by our business, including cyber risk, and this is reflected in our Committee agenda. As a Committee, we have seen that the business continues to demonstrate sound risk management and internal control and we have no material concerns to report. We have seen limited manifestation of risk, although we continue to be alert to developments. Management’s risk reporting is aligned to the key risks facing the business through the Risk Taxonomy and Key Risk Indicators which are set in the Board-approved Risk Management Framework and the Risk Appetite Statement, both of which we review and recommend to the Board at least annually. Our last such review was conducted in May 2024. There is more information on our Risk Management Framework in the Risk section on page 36. We continue to closely monitor and inform our risk and compliance oversight to changes in the regulatory landscape, not only in the UK but globally. For example, we have spent some time as a Committee discussing the tastytrade business in the US, which has seen heightened regulatory scrutiny on a sector-wide basis this year. We have challenged management to apply a more global lens to risk and compliance reporting to reflect the increasingly global shape and nature of our business. Management has responded well and much of our Group-wide reporting and documentation have evolved in this respect over the course of FY24. FY24 key focus areas  Outcome of the FCA’s Supervisory Review and Evaluation Process (SREP) on our inaugural Internal Capital Adequacy and Risk Assessment (ICARA)  Consumer Duty implications in the UK  Further integration and alignment of the tastytrade business into Group risk and compliance management and reporting 80 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Board Risk Committee Report continued We continue to be pleased with how management has prepared the ICARA and the Wind-Down Plan. The outcome of the FCA’s SREP on our inaugural ICARA was highly favourable, culminating in a significant reduction of the Group’s regulatory capital requirements. I commend the team’s hard work in achieving such an excellent outcome for the Group. We are also pleased with how the FCA’s Consumer Duty regulation has been integrated into periodic reporting, with regular reports and dashboards now incorporating Consumer Duty focus and metrics, which fed into the first annual Consumer Duty client outcomes report we reviewed in July 2024. As for new areas of focus, we reported last year that this included climate risks for FY24. We received a report on climate risks during the year and will continue to do so on an ongoing basis. We also received reporting on the potential opportunities of Artificial Intelligence (AI) from a risk perspective this year and will continue to monitor management’s response to developments. In term of specific projects of interest from a risk perspective, we reviewed and monitored the Data Centre Migration to ensure sufficient mitigation was in place for any associated risks. We continued to receive third-line reporting and assurance from Internal Audit focused on the state of the Risk Management Framework and are pleased to report continued improvements as it becomes embedded further. Management has developed an Assurance Map to capture assurance activity across the three lines and we will continue to monitor this in conjunction with the Audit Committee. As with last year, we held a joint meeting with the Audit Committee to review and discuss matters common to both Committees. Together, we reviewed the financial, capital and liquidity projections for the ICARA and received updates on Risk Acceptance from the Risk team and on Privileged Access Management and the Data Centre Migration from the Technology function. As part of the executive changes this year, there was a change of CRO during the year. We considered the proposed change as an independent Committee and concluded that the change proposed by management would not compromise the independence or the performance of the Risk function. I would like to wish Joe McCaughran all the best for his future endeavours and look forward continuing our constructive relationship with Sarah Gore Langton in her new role. As we look forward to FY25, we, as a Committee, will continue to constructively challenge management and hold them to account on the robustness of our risk management and internal controls framework, and their ability to remain fit for purpose and continue to keep pace with the strategic ambitions of the Group. Role of the Board Risk Committee The Committee’s principal responsibilities are to:  Provide oversight and advice to the Board in relation to current and potential future risk exposures and future risk strategy including how we determine our risk appetite and tolerance, and how we consider the current and prospective macroeconomic and financial environment  Review the design and implementation of risk management policy and measurement strategies  Conduct a risk assessment of any proposed strategic transaction, focusing on implications for the risk appetite and risk tolerance of the Group, taking independent external advice where appropriate  Consider and regularly review our risk profile relative to current and future strategy and risk appetite, identifying any risk trends, material regulatory changes, concentrations or exposures, and any requirement for policy change  Carry out a robust assessment of our emerging and principal risks  Review the ICARA and Wind-Down Plan and recommend them to the Board  Monitor effectiveness of the financial crime framework and receive an annual report from the Money Laundering Reporting Officer on the operation and effectiveness of IG’s Anti-Money Laundering and Countering Terrorist Financing controls  Oversee management’s implementation of the FCA’s Consumer Duty regulation  Periodically review the design of the Group’s corporate insurance cover against current and future risks and review the insurance renewal terms to recommend to the Board  Provide advice to the Remuneration Committee on the alignment of the Remuneration Policy to risk appetite and annually review remuneration-related risks  Recommend the targets and outcomes for discretionary remuneration for Risk and Compliance functions  Monitor the adequacy and effectiveness of resources within Risk and Compliance functions The Terms of Reference of the Committee were last reviewed in May 2024 and are available on our website. 81 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Board Risk Committee Report continued Main activities during the financial year Risk Management Framework (RMF), including the Risk Appetite Statement (RAS)  Received periodic reporting from Internal Audit on their opinion on the RMF in September 2023 and March 2024  Reviewed and recommended updates to the RMF and RAS for Board approval in May 2024 Current and emerging Risks  Reviewed reporting on current and emerging risks facing the business in September 2023 and March 2024, including cyber risk ICARA and Wind-Down Plan  Reviewed management’s preparations for the ICARA and Wind-Down Plan in September 2023  Recommended the ICARA and Wind-Down Plan for Board approval in December 2023  Received confirmation in March 2024 that the ICARA and the Wind-Down Plan for the Group were not materially impacted by the revised revenue and cost figures from the Mid-Year Forecast Operational risk  Received an annual Risk Acceptance Update in September 2023  Reviewed periodic updates on Operational Risk in December 2023 and May 2024, which included an analysis of operational risk and events data to identify high risk areas within the Group  Considered management’s annual Operational Risk Framework Review in December 2023, which incorporated external benchmarking data Other Risk matters  Received quarterly updates from management on Conduct Risk matters, particularly in relation to the Premium Client Management team  Considered updates on the Data Centre Migration in September 2023 and March 2024  Recommended the change of CRO proposed by Management for Board approval in March 2024, having satisfied itself that it would not compromise the independence or the performance of the Risk function  Reviewed the annual report on Remuneration Risks in May 2024  Received a report from the CRO on Risk and Compliance resourcing in May 2024  Received updates on credit risk mitigation, user-developed applications and Risk transformation using AI during the year Remuneration matters  Recommended the discretionary remuneration targets and outturns for the Risk and Compliance functions to the Remuneration Committee in July 2023 and May 2024 respectively  Reviewed the annual report on Remuneration Risks in May 2024 Effectiveness of Risk Management and Internal Control Framework  Recommended the CRO’s annual assessment of the effectiveness of the Risk Management and Internal Control Framework to the Audit Committee and the Board in May 2024 Consumer Duty  Monitored management’s implementation of the FCA’s Consumer Duty regulation, which came into effect on 31 July 2023 Financial crime  Received a Financial Crime update and a Market Abuse Deep-Dive in December 2023  Recommended the MLRO Report for the 2023 calendar year to the Board in March 2024 Product governance  Reviewed Compliance’s annual Product Governance Update in December 2023, which included new Consumer Duty MI  Received a report on customer performance in non-UK jurisdictions in May 2024, which focussed on US Options 82 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Priorities for the year ahead  Further evolution of the Risk and Compliance frameworks and reporting to accommodate and highlight any divergence across global businesses in support of the diversification strategy and divisional model  Continued oversight of operational and technology risk management through internal and regulatory change  Ongoing oversight of the risks and opportunities associated with AI technology in conjunction with the full Board, as the Company continues to consider and implement AI tools Other Compliance matters  Reviewed the annual assessment of material breaches in December 2023  Received a global regulatory update covering the UK, US and the rest of the world in March 2024, in addition to updates as they arose during the year  Received a Transaction Reporting Update in March 2024  Received a Conflicts Management Review in May 2024  Recommended the FY25 Compliance Monitoring Programme to UK regulated entity Boards in May 2024  Received reports on current and emerging dispute risks and themes, and the FCA’s ‘Dear CEO’ Letter to Stockbrokers during the year  Received a deep-dive presentation on the regulatory risks and controls related to marketing partnerships with content producers in the UK, US, and the rest of the world in March 2024 Operational resilience  Received reporting on management’s response to the FCA’s Operational Resilience Policy in the UK and preparations for the Digital Operational Resilience Act (DORA) in Europe in September 2023 and March 2024 Culture  Reviewed management’s Culture Dashboard in September 2023 and March 2024, in order to monitor management’s progress against its targets. Insurance  Reviewed the adequacy of our Global Insurance Programme and recommended the annual renewal proposal for Board approval in March 2024 Committee evaluation An evaluation of Committee performance was undertaken this year in line with the Committee’s Terms of Reference. You can find details of the Board Performance Review process, outcome and the actions on pages 66-67. On the Committee- specific questions, the review found that the Committee had the right combination of skills, experience and knowledge. Its reporting to the Board was found to be effective and it performed, and was chaired, effectively during the year. Scores were high, and there were no Committee-specific actions from the review as a result. Jonathan Moulds Chair of the Board Risk Committee 24 July 2024 Board Risk Committee Report continued 83 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Remuneration Committee Helen Stevenson Chair of the Remuneration Committee Committee overview Key stats Tenure Gender 0 – 3 years 0% Female 40% 4 – 6 years 100% Male 60% 7+ years 0% Meetings and membership Meetings attended Helen Stevenson (Chair) 7/7 Andrew Didham 7/7 Jonathan Moulds 7/7 Mike McTighe 7/7 Sally-Ann Hibberd 7/7 I am pleased to #### present the Directors’ Remuneration Report for #### the year to 31 May 2024. #### This report includes a #### summary of our Directors’ Remuneration Policy, #### details of remuneration #### arrangements in respect #### of the year to 31 May 2024 #### and a summary of how we intend to apply the Policy during the year to #### 31 May 2025. Chair’s overview I would like to thank shareholders for their support of the new Directors’ Remuneration Policy with a 97.4% vote in favour at the 2023 AGM. The Committee believes the new policy will further support the strategy to enable growth, including in new markets, and drive the creation of long-term, sustainable shareholder value. The Policy will be kept under review to ensure it remains appropriate. IG has made reasonable progress in terms of performance in softer market conditions this financial year, delivering robust revenues in markets with significantly reduced volatility. Costs have been managed well in this more challenging business environment with FY24 seeing a small increase in operating costs of 3.5% compared to FY23. Despite market conditions, the Group continues to make progress on the Company’s strategy to grow through both existing and new products and geographies, with tastytrade achieving strong revenue growth of 23% and record revenues of $251.8m (£200.6m). While there has been slower progress than planned in some other areas of diversification, such as Japan, the Group has continued to maintain its strong client base of active traders. Ensuring that the Group is set up for success has been an important focus in FY24. A Company-wide operational improvement programme was launched in October 2023 which should result in annual cost savings of £50m by FY26. The strength and quality of our Risk Management Framework and controls meant we were able to reduce our regulatory capital requirements by 40%. By the end of May, we had bought back c.£220m of shares, largely completing the £250m share buyback programme announced in July 2023. FY24 key focus areas  Finalisation of the new Directors’ Remuneration Policy approved by shareholders at the 2023 AGM  Remuneration arrangements for the new CEO and leaver terms for departing executives  Implementation of a new employee share plan to give all employees the opportunity to be shareholders in the business  Consideration of leaver arrangements in light of senior management changes and cost efficiency measures implemented during FY24  Five independent Non-Executive Directors comprise our Remuneration Committee (the Committee). Their biographies can be found on pages 47-50  The Remuneration Committee met seven times during the year, including an ad hoc meeting to discuss the Directors’ Remuneration Policy. You can find full attendance details on page 53  The Board Chair is a member of the Committee and the CEO attends meetings by invitation. The Chief People Officer (CPO), Head of Reward, and representatives from other areas of the business, including Risk and Compliance, are also invited to attend as appropriate. Individuals do not attend or take part in discussions related to their own remuneration. Deloitte is an independent adviser to the Committee and also attends meetings by invitation 84 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Remuneration Committee continued Breon Corcoran was appointed CEO on 29 January 2024 and brings extensive experience in both leading multinational fintech companies and delivering growth. He was CEO of payments company WorldRemit until 2022 and prior to that was CEO of FTSE 100 company Paddy Power Betfair. Breon’s salary was set at £800,000 on appointment and will not be increased for FY25. The Committee recognises that this represents a significant increase versus his predecessor, however, views this salary as appropriate given Breon’s skills, experience and track record of driving performance and delivering long-term shareholder value. The Committee noted that the base salary offered at IG was broadly consistent with his salaries in previous roles. His base salary is positioned within the market competitive range for other companies of a similar size and complexity and for other companies in the financial services sector where the Group competes for talent and the Committee considered the positioning appropriate taking into account his skills and experience. Breon’s pension and benefits allowance is 12% of salary in line with arrangements for other employees in the UK. Breon will be eligible for an SPP award of up to 500% of base salary per annum. For FY24, Breon will receive a reduced SPP award reflecting that he joined mid-way through the financial year. With Breon joining the Group at the end of January this year it was agreed that for FY24 his annual award component would be based solely on the non-financial performance metric. This award had a maximum value of 100% of base salary. Breon was also granted a Long-Term SPP component with a maximum value of 150% of base salary, on the basis that this component measures the longer-term growth of the Group, based on the Company’s TSR over the period 1 June 2023 to 31 May 2026. There were no buyouts of awards from previous roles associated with the appointment. Full details of Breon’s remuneration arrangements can be found in the Annual Report on Remuneration starting on page 101. On 14 March 2024, we announced that Jon Noble, COO, was stepping down from the Board. Jon remained with the business until 14 April 2024 to support an orderly handover. Jon continued to receive his base salary and pension and benefits allowance until this date, following which he receives a payment in lieu of his remaining notice period. Jon will be treated as a good leaver for the purpose of the SPP. He remains eligible to receive a pro-rated SPP annual award component for FY24. Full details of Jon’s leaving arrangements can be found on page 102. We also announced on 14 March that Charlie Rozes, CFO, would be stepping down from the Board on 31 July 2024. Charlie receives his base salary, his pension and benefits allowance until this date and then will receive a payment in lieu of his remaining notice period. Charlie will be treated as a good leaver for the purpose of the SPP. He remains eligible to receive an SPP annual award component for FY24 as well as pro-rated FY25 SPP annual and long-term award components. Full details of Charlie’s leaving arrangements can be found on page 102. Incentive outcomes for FY24 The SPP for FY24 operated in line with the updated Directors’ Remuneration Policy approved at the September 2023 AGM. Changes were made to the Policy to better incentivise and reward the longer-term delivery of the Group strategy, including growth in new markets. The key changes made were to increase the weighting on relative total shareholder return, along with measuring this on a forward-looking basis and introducing a metric specifically related to revenue diversification. The table below shows the changes made to the SPP between FY23 and FY24 and the weighting of the relative metrics. The TSR metric for FY24 SPP was measured in two ways as part of the transition to the new Policy which will be fully implemented in FY25. 15% of the award was measured in line with the Company’s legacy approach over the period 1 June 2021 to 31 May 2024. As a result, for FY24, the annual award component of the SPP comprised 85% of the total SPP award. The remaining 15% of the FY24 SPP award was granted in the form of long-term awards based on TSR performance measured over the period 1 June 2023 to 31 May 2026. Adjusted EPS performance for FY24 was 90.3 pence, which was between threshold and target and therefore x18.4% of this portion of the Annual Award will payout. The Group welcomed Breon Corcoran as CEO in January this year following a comprehensive search by the Board after June Felix stepped down in August last year. Breon has extensive experience leading multinational fintech companies and delivering value to shareholders through growth. Breon has had a significant impact on the business since joining, driving operational change with a focus on accelerating the delivery of our strategic initiatives. Board changes A number of Board changes were announced in FY24, the most significant being that June Felix stepped down as CEO on 29 August 2023 following a period of medical leave. To support an orderly handover, June remained as an employee until 29 September and continued to receive base salary and her pension and benefits allowance during that time. Following that, she received a payment in lieu of her remaining notice period. June was treated as a good leaver for the purpose of the SPP and remained eligible to receive a pro-rated annual award component for FY24. Full details of her leaving arrangements can be found on page 102. Charlie Rozes was Acting CEO from 3 July 2023 until 28 January 2024, from the start of June’s medical leave until the arrival of Breon. During this period Charlie received an acting-up allowance to reflect the additional responsibilities of the CEO role (in addition to his role as CFO). The acting up allowance was £130,000 per annum taking his total salary for this period to in-line with the salary paid to June Felix. The annual award component of the FY24 SPP award was based on Charlie’s blended salary for the year, with his SPP opportunity remaining at 400% of salary. Annual performance component (weighting) Long-term component (weighting) FY23 SPP EPS (55%) Non-financial performance (20%) TSR (25%) measured at the end of year for period FY20 to FY23 FY24 SPP EPS (30%) Non-financial performance (20%) TSR (15%) measured at the end of year for period FY21 to FY24 Revenue diversification (20%) TSR (15%) measured at the end of third year for period FY24 to FY26 85 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Remuneration Committee continued Non-financial performance during the year was measured and assessed against agreed targets that comprise measurable performance of strategic projects, initiatives that drive our longer-term diversification and strategic direction, the development and conduct of our people, client-focused initiatives, and key ESG measures. We have seen good improvements in brand awareness in the US and Germany over FY24, helping to underpin the continued strategic diversification of the Group. The Group has also been focused on reducing the average time taken by clients from application to activation, delivering a 19% reduction in the average over the year. Overall, the Committee is of the view of the non-financial performance over the year has been excellent and positions the Group strongly for future strategic progress, profit growth and shareholder value creation. After careful assessment of measurable outcomes, the Committee judged that the outcome of the non-financial performance metric was 92% of maximum. As noted above, for the FY24 SPP award TSR was measured in two ways as part of the transition to the new Policy. 15% of the award was measured in line with the Company’s legacy approach over the period 1 June 2021 to 31 May 2024. TSR for the Group over this period was between median and upper quartile compared to the FTSE 250 (excluding investment trusts) and therefore 54.2% of this portion of the Annual Award will payout. Revenue diversification for FY24 was measured based on: IG’s US business (all products), IG’s Japanese business (all products) and all other non-OTC revenue streams in all other geographies. As progress on Japan and Spectrum was behind expectations for FY24, threshold performance was not achieved for FY24. Based on the above, the outcome of the SPP award for FY24 was calculated at 32% for the annual award. This award will be granted following the announcement of results for the year and will be delivered 35% in cash at that point, 24% in share options released in July 2027, and 41% in share options released in July 2028. The remaining 15% of the FY24 SPP award was granted in the form of long-term awards based on TSR performance measured over the period 1 June 2023 to 31 May 2026 (the outturn for this will be disclosed in the 2026 Directors’ Remuneration Report). The Committee considered that these outcomes are reflective of overall business and individual performance over the period and no discretion has been applied to the formulaic outcome. Wider workforce remuneration When making its decisions, the Committee takes wider colleague pay into consideration and ensures it is kept updated through the year on general employment conditions. This includes budgets for basic salary increases, the level of bonus pools and payouts and participation in share plans. In particular, the Committee was pleased to support the implementation of the Global Share Purchase Plan (GSPP, an all-employee share plan) which was approved by shareholders at the 2023 AGM. In conjunction with the existing employee share plans, this new plan which is being launched at the start of FY25 will ensure all employees across the Group have an opportunity to become shareholders in the Company. IG has a People Forum which is attended by one of the Board as well as employee representatives from across the business. The Forum discusses pay as well as other employee matters. Remuneration discussions include talking through the Group’s benefit provisions across locations, updates and insights on the implementation of the GSPP, and the approach to the Company-wide operational improvement programme and its impact on employees. Implementation for FY25 The CEO’s base salary was set at £800,000 on appointment and will be unchanged for FY25. There will be no increase for the CFO given he is due to leave the business. The maximum SPP opportunities for FY25 remain unchanged at 500% of base salary for the CEO and 400% of base salary for other Executive Directors. The annual award component for FY25 will comprise 70% of the overall value and will be based on the achievement of EPS (40%), revenue diversification (10%) and non-financial (20%) performance for FY25. The performance measures have been slightly re-weighted with revenue diversification reduced from 20% to 10% and with EPS being increased from 30% to 40% to enhance the overall focus on the delivery of bottom line profitability. The long-term award component for FY25 will comprise 30% of the overall value and will be based on relative TSR performance over the period from 1 May 2024 to 31 May 2027. Advice to the Committee During FY24, the Committee consulted the CEO about remuneration matters relating to individuals other than himself. The CPO, Head of Reward, and Committee Secretary also provide advice and support to the Chair and the Committee as needed. External advisers attend Committee meetings at the invitation of the Committee Chair. The Remuneration Committee appointed Deloitte LLP (Deloitte) as advisers to the Committee in April 2019, following a competitive tender process. Deloitte’s fees for advice provided to the Committee during the financial year ended 31 May 2024 were £131,200 (excluding VAT). Fees are charged on a time and materials basis. Deloitte are founding members of the Remuneration Consulting Group and are signatories to its Code of Conduct, which requires its advice to be objective and impartial. During the year, Deloitte also provided unrelated advisory services in respect of regulatory, risk management and tax advice, Internal Audit services, agreed- upon procedures-based assurance services and Financial Reporting and Controls advice. It is the Committee’s view that the Deloitte engagement team who provided remuneration advice to the Committee during the year do not have any connections with the Group or its Directors that might impair their independence. The Committee reviewed the potential for conflicts of interest and judged that there were appropriate safeguards in place. The Committee believes it has an appropriate level of access to the advisers and is confident that the advice received is independent, straightforward, relevant and appropriate. Committee evaluation An evaluation of Committee performance was undertaken this year in line with the Committee’s Terms of Reference. Details of the Board Performance Review process, outcome and the actions can be found on pages 66-67. On the Committee- specific questions, the review found that the Committee had the right combination of skills, experience and knowledge. Its reporting to the Board was found to be effective and it performed, and was chaired, effectively during the year. Scores were high, and there were no Committee-specific actions from the review as a result. Conclusion The Committee is satisfied that our outcomes for FY24 are aligned with the interests of shareholders, that they reflect our good performance in softer market conditions over this year and that the Policy has operated as intended. I look forward to receiving your support for the Directors’ Remuneration Report at the AGM on 18 September 2024. 86 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Role of the Committee The Committee’s principal responsibilities are to:  Make recommendations to the Board on our Senior Executive Remuneration Policy  Determine an overall remuneration package for the Executive Directors in order to attract and retain high-quality Directors capable of achieving our objectives  Set and agree with the Board a competitive and transparent remuneration framework which is aligned to our strategy and is in the interests of both the Company and its shareholders  Determine the contractual terms, remuneration and other benefits for the Executive Directors, Chair and senior management – including the Company Secretary  Determine and review our Remuneration Policy, ensuring it is consistent with effective risk management, and consider the implications of this Remuneration Policy for risk and risk management  Determine and agree the policy for the remuneration of the Company Chair and the Executive Directors  Review pay, benefits and employment conditions and the remuneration trends  Approve the structure of share-based awards under our employee incentive schemes, to determine each year whether awards will be made and, if awards are made, to monitor their operation, the size of such awards and the performance targets to be used  Ensure that contractual terms on termination, and any payments made, are fair to the individual and the Group, that failure is not rewarded and that the duty to mitigate loss is fully recognised  Receive and review reports annually directly from the risk management function on the implications of our Remuneration Policy for risk and risk management  Monitor relevant regulatory developments, including those affecting UK-listed companies and financial services firms, to ensure the Company’s Remuneration Policy and its operation are consistent with these  Establish the selection criteria and appoint remuneration consultants who advise the Committee  The Terms of Reference of the Committee were last reviewed in May 2024 and are available on our website Main activities during the financial year During the year, the Committee’s key activities included:  Finalising the Directors’ Remuneration Policy to ensure it better supports the Company strategy, receiving feedback from investors, and incorporating stakeholder views into the Policy that was put to shareholders for approval at the 2023 AGM  Reviewing the Directors’ Remuneration Report published in the FY23 Annual Report and Accounts  Reviewing the fee for the Company Chair and Executive Directors’ remuneration for FY25  Reviewing performance against targets for the FY23 Sustained Performance Plan (SPP) award and the determination of the bonus pool  Reviewing the remuneration and bonus awards, including for senior management  Reviewing the proposed targets for the FY24 SPP, including agreeing the non- financial metrics  Agreeing remuneration arrangements for the new CEO and leaver terms for departing executives  Reviewing remuneration-related risks, remuneration of Material Risk Takers and gender pay gap reporting  Reviewing developments in market practice and corporate governance relating to remuneration  Reviewing the Company’s Share Plans Helen Stevenson Chair of the Remuneration Committee 24 July 2024 Remuneration Committee continued Priorities for the year ahead  Continue to Keep the Directors’ Remuneration Policy under review to ensure that it continues to support the business strategy as it evolves with the creation of long-term shareholder value  Determine remuneration arrangements for the new CFO  Continue to monitor workforce pay, taking into account market and socioeconomic conditions 87 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Remuneration at a Glance Remuneration in FY24 IG has made reasonable progress in terms of performance in softer market conditions this financial year, delivering robust revenues in markets with significantly reduced volatility. More challenging performance has been reflected in pay outcomes. The table below shows a summary of the performance measures used and outcome under the FY24 SPP award, The Group’s sole incentive scheme for our Executive Directors. Following the review of the Policy which was approved at the 2023 AGM on 20 September 2023, SPP awards are made up of 2 components – the annual award and the long-term award. Normally the annual award and long-term awards will comprise 70% and 30% of the overall opportunity respectively. As detailed in the Policy, for FY24 a transitionary approach was adopted with the annual and long-term awards representing 85% and 15% of the overall opportunity respectively. This approach was not applied in the case of Breon Corcoran, he was instead granted 30% of the maximum opportunity under the long-term component. FY24 Annual Award SPP Outcome Metric Weighting Threshold Maximum Outcome Contribution to SPP vesting Adjusted EPS: 0% payout, TSR: 25% payout 100% payout Adjusted EPS 30% 86.76p 110.86p 18.4% 5.5% Actual: 90.3p TSR (trailing basis FY21–FY24) 15% Median ranking Upper quartile ranking 54.20% 8.1% Actual: 60 th percentile Revenue diversification 20% £366.7m £405.3m 0.0% 0.0% Actual: £351.4m Non-financial Actual: Details of performance are set out on page 99 20% 92.00% 0.00% 100.00% 92.00% 18.4% Total 85.00% 32% out of 85% Following his appointment as CEO in January 2024, it was determined that Breon Corcoran would receive a reduced annual award component of 100% of base salary based solely on the non-financial performance metrics. Long-term award The long-term award under the FY24 SPP is based on forward-looking TSR performance versus the FTSE 250 (excluding investment trusts) over the three-year performance period to 31 May 2026. The vesting outcome for this portion of the award will be disclosed in the 2026 Directors’ Remuneration Report. Total | £1,086 Total | £1,532 Breon Corcoran Charlie Rozes Salary Pension and benefits Other SPP Total remuneration (£000) 88 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Directors’ Remuneration Report and Policy (Summary) Summary of 2023 Directors’ Remuneration Policy The Directors’ Remuneration Policy describes the framework, principles and structures that guide the Remuneration Committee’s decision-making process in relation to Directors’ remuneration arrangements. Objectives of the Remuneration Policy The Remuneration Policy is set to ensure that remuneration is sufficiently competitive to attract and retain senior executives of a high calibre and to provide a suitable incentive to drive performance, while remaining appropriate in the context of our approach to pay throughout the organisation. The Policy has been designed taking into account the principles of Provision 40 of the UK Corporate Governance Code (the Code). The Committee believes that we meet these principles as summarised below: Clarity We provide open and transparent disclosures regarding our executive remuneration arrangements. Our Remuneration Policy is designed to recognise and reward performance that supports the execution of our diversification strategy and helps drive sustainable shareholder value growth. Simplicity Our Remuneration Policy is designed to be straightforward, easy for shareholders and employees to understand, and simple for the Group to monitor. Predictability Our Remuneration Policy contains details of the maximum opportunitylevels for each component of pay. Actual incentive outcomes vary depending on the level of the performance achieved against specific measures. Proportionality, risk and alignment to culture We believe the Remuneration Policy is consistent with regulatory and corporate governance requirements. It is also designed to achieve effective risk management through the choice of performance measures and targets, shareholding requirements and malus and clawback provisions. 89 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Remuneration Policy Table The table below summarises each element of the Remuneration Policy for the Executive Directors and provides an overview of how the Remuneration Policy will be implemented for FY25. We have not made any changes to the Director’s Remuneration Policy that was approved at the 2023 AGM on 20 September 2023. Full details of the approved Policy are included within the 2023 Annual Report and Accounts, which can be viewed in the ‘investors’ section on our website iggroup.com. We continue to keep the Policy under review to ensure that it continues to support the business strategy as it evolves along with the creation of long-term shareholder value. Purpose and link to strategy Operation Opportunity Implementation for FY25 Base salary To recruit and retain key employees of an appropriate calibre to deliver the strategic objectives of the Group. Base salaries are normally reviewed by the Committee annually, with salary increases effective from 1 June. Base salaries are set taking into account:  Scale, scope and responsibility of the role  Experience of the individual and their performance  Pay and workforce policies elsewhere in the Group  Business performance and prevailing market conditions Salary levels at other companies of a similar size, complexity, geographic spread and business focus Whilst there is no maximum salary, increases will normally be in line with the typical increases awarded to other employees in the Group. However, increases may be above this level in certain circumstances. Following the appointment of the Chief Executive Officer in January 2024, it was agreed that there would be no change to his salary for FY25. No salary change is proposed for the Chief Financial Officer. Salaries from 1 June 2024 are therefore: CEO – £800,000 CFO– £531,500 Pension and benefits Competitive, cost-effective flexible pension and benefits allowance to help recruit and retain Executive Directors. Executive Directors are eligible to participate in the Company’s flexible pension and benefits plan, from which Executive Directors can receive a range of benefits, Company pension contribution or cash allowance. Executive Directors may participate in a share incentive plan (SIP), savings-related share option scheme (SAYE) or any other all-employee plans on the same basis as other employees up to HMRC-approved limits. Where appropriate, the Company may provide support to Executive Directors in the preparation of their tax returns. Executive Directors shall be reimbursed for all reasonable expenses and the Company may settle any tax incurred. The maximum pension and benefits allowance for Executive Directors will be in line with the allowance available to the wider workforce in the UK. This rate is currently 12% of salary. Pension and benefits allowances for Executive Directors for FY25 are unchanged and are as follows:  Chief Executive Officer – 12% of salary  Chief Financial Officer – 12% of salary This is in line with the rate available to the wider workforce. Directors’ Remuneration Report and Policy (Summary) continued 90 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Directors’ Remuneration Report and Policy (Summary) continued Purpose and link to strategy Operation Opportunity Implementation for FY25 Share Ownership policy This aligns the interests of management and shareholders both in- and post- employment and promotes a long-term approach to performance and risk management. Executive Directors are expected to build a holding of shares to the value of a minimum of 200% of base salary. It is normally expected that the shareholding guideline would be met within five years from the date of appointment (unless exceptional circumstances apply). The Committee will review progress annually, with an expectation that Executive Directors will make progress towards achieving the shareholding policy each year. Following ceasing to be an Executive Director, Executive Directors will normally be expected to maintain a minimum shareholding of 200% of salary (or actual shareholding if lower) for two years. This guideline applies to shares that are released from the SPP on or after the adoption of the Policy at the 2020 AGM. Any shares purchased by the Executive Directors will not be subject to the guideline. Not applicable The current shareholdings for the Executive Directors are:  Chief Executive Officer – 0% of salary  Chief Financial Officer – 481% of salary 91 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Purpose and link to strategy Operation Opportunity Implementation for FY25 Sustained performance plan The SPP provides a single incentive plan for Executive Directors It provides a simple and competitive incentive mechanism that encourages and rewards both annual and sustained long-term performance, linked to the Company’s strategic objectives. A significant portion of the SPP award is in shares, encouraging Executive Directors to build up a substantial stake in the Company, thereby aligning the interests of management with shareholders. Awards under the SPP will normally comprise two components: (1) the annual award component; (2) the long-term award component. Annual award component The annual award component will normally be 70% of the maximum award opportunity under the SPP but may be a different proportion if determined by the Committee. For the annual award component, awards are normally made after the announcement of results relating to each ‘plan year’ (i.e. the year over which annual performance is assessed). The annual award component will normally pay out as set out below:  42.86% of the annual award component earned will be delivered in cash shortly following the end of the plan year. This element may be up to 30% of the maximum SPP award  28.57% of the annual award component amount earned will be awarded in shares which will vest and be released to participants following the end of the fourth financial year that follows the start of the plan year. This element may be up to 20% of the maximum SPP award. A post vesting retention period of 6 months would normally be applied to comply with regulations  28.57% of the annual award component amount earned will be awarded in shares which will vest following the end of the third financial year that follows the start of the plan year, following which it will be subject to a two year holding period and be released to participants following the end of the fifth financial year that follows the start of the plan year. This element may be up to 20% of the maximum SPP award The maximum plan contribution in respect of a plan year is 500% of salary for the CEO and 400% of salary for other Executive Directors. For FY25 the SPP award will be structured as follows: Annual award component (70% of overall award)  40% of the overall award on adjusted earnings per share (EPS) performance  10% of the overall award on revenue diversification (subject to an underpin)  20% of the overall on non-financial strategic and operational measures Long-term award component (30% of overall award) 30% of the overall award on relative Total Shareholder Return (TSR) compared to the FTSE 250 (excluding investment trusts), measured based on performance from 1 June 2024 to 31 May 2027. Further details on how these metrics will apply can be found on the next page. Directors’ Remuneration Report and Policy (Summary) continued 92 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Purpose and link to strategy Operation Opportunity Implementation for FY25 Sustained performance plan continued Long-term award component The long-term award component will normally be 30% of the overall opportunity under the SPP. For the long-term award component, awards are normally made during the ‘plan year’. For the long-term award component, performance will normally be assessed over three financial years starting with the ‘plan year’. The long-term award component will usually vest following the end of the third financial year that follows the start of the plan year subject to the extent to which the performance criteria is met, following which it will normally be subject to a holding period and be released to participants following the end of the fifth financial year that follows the start of the plan year. The Remuneration Committee retains discretion to scale back the vesting of awards if the underlying performance of the participant and/or the Group does not justify the payout of the award. The Committee may determine that a different payout schedule should apply for future plan years. Directors’ Remuneration Report and Policy (Summary) continued 93 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Directors’ Remuneration Report and Policy (Summary) continued Further details on performance measures For the 2025 financial year it is intended that SPP awards will be based on a combination of adjusted EPS, revenue diversification, TSR and non-financial strategic and operational performance measures. Metrics Rationale and link to the strategic KPIs Further details Annual Award Adjusted EPS(40% weighting) Adjusted EPS is a key indicator of the profits generated for shareholders, and a reflection of both revenue growth and cost control. EPS targets will be assessed based on performance for the year ending 31 May 2025. The Committee sets EPS targets taking into account relevant factors including Board-approved budget, market consensus expectations and historical targets. Due to the commercial sensitivity of the adjusted EPS targets they will be published following the year end in the annual report for FY25. Payouts start to accrue for reaching threshold levels of performance with 100% of this portion being awarded for the achievement of maximum performance. Revenue 10% weighting) Revenue diversification is a key measure of the successful delivery of IG’s strategy to diversify its earnings and create long-term, sustainable shareholder value. The committee will assess revenue diversification targets based on performance for the year ending 31 May 2025. The Committee sets revenue targets as absolute monetary values taking into account the Board approved three-year plan. Only organic revenue growth will be counted. Due to the commercial sensitivity of these revenue targets they will be published following the year end in the annual report for FY25. For FY25, the following business areas will be included in the metric:  IG’s US Business (all products)  IG’s business in Japan (all products)  Non-OTC revenue streams in all other geographies Payouts start to accrue for reaching threshold levels of performance with 100% of this portion being awarded for the achievement of maximum performance. Underpin As part of its assessment of the formulaic outcome following year end, the Committee will consider performance in a number of additional metrics in order to satisfy itself that revenue growth in these areas has been sustainable and in the long-term interests of shareholders. These metrics may include:  Longer term profit or operating margin (including by product types)  Number of clients and/or client segments  Revenue per client and/or client segment  Revenue type Based on this assessment, the Committee will retain discretion to modify the formulaic outcome if considered appropriate. Non-financial measures (20% weighting) See further details below Long-term Award 94 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Metrics Rationale and link to the strategic KPIs Further details TSR relative to the FTSE250 (excluding investment trusts) (30% weighting) TSR measures the total return to the Company’s shareholders, both through share price growth and dividends paid, and as such it is aligned to shareholder interests. TSR is influenced by how well the Group performs on a range of other metrics, including financial indicators such as revenue, profit, cash generation and dividends, and non-financial indicators such as client satisfaction and operational performance. TSR will be assessed over the period 1 June 2024 to 31 May 2027. 25% of this portion will be awarded for median performance with 100% of this portion being awarded for upper quartile performance (straight-line assessment in-between). Non-financial strategic and operational performance schemes (20% weighting) The non-financial metrics are specifically designed to measure factors important to IG continuing to operate on a profitable and sustainable basis for the long term. Non-financial measures have been grouped into four categories: strategic priorities and product expansion (35%), customer experience (30%), risk management (15%) and colleague engagement (20%). As these targets relate to commercial objectives for FY25 they are considered to be sensitive and therefore further details will be published in the annual report for FY25, following the end of the financial year. When assessing the non-financial metrics the Committee deliberately separates the assessment from any review of financial performance, viewing them both as important, but recognising they are assessed and rewarded separately. This is to ensure that management are incentivised to deliver in-year non-financial milestones which are important to maintaining sound operations and delivering profit and shareholder value in the future. Directors’ Remuneration Report and Policy (Summary) continued 95 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Chair and Non-Executive Directors The table below summarises each element of the Remuneration Policy applicable to the Chairman and the Non-Executive Directors. Purpose and link to strategy Operation Opportunity Implementation for FY25 To attract and retain Non-Executive Directors of appropriate calibre and experience. The Committee determines the fee for the Chair (without the Chair present). The Board is responsible for setting Non- Executive Directors’ fees. The Non-Executive Directors are not involved in any discussions or decisions by the Board about their own remuneration. Fees are set taking into account the time commitment required to fulfil the role and typical practice at other similar companies. Fees are within the limits set by the Articles of Association and take account of the commitment and responsibilities of the relevant role. The Chair receives a single fee to cover all of their Board duties. Non-Executive Directors receive a fee for carrying out their duties. They may receive additional fees if they chair the Board Committees, and for holding the post of Senior Independent Director. Additional fees may be paid for additional time commitments if considered appropriate. Committee membership fees may be paid. Reasonable costs in relation to travel and accommodation for business purposes are reimbursed to the Chair and Non-Executive Directors. The Company may meet any tax liabilities that may arise on such expenses. The Chair and Non-Executive Directors do not receive a pension and benefits allowance or participate in incentive schemes. The fees from 1 June 2025 are as follows:  Non-Executive Director base fee – £70,300  Committee Chairs (other than the Nomination Committee) – £25,000  Senior Independent Director – £15,000  Committee membership fees (excluding the Nomination Committee and the Group Board Chair) – £3,000  Chair fee – £324,000 An additional fee of £65,000 for the Chair of the North American Board applies. In addition a fee of £25,000 was applies for being a member of the North American Board. Board Non-Executive Directors required to travel a significant distance to attend Group or North American Board meetings receive an additional £20,000 per annum to compensate for additional time spent travelling. Executive Directors’ service contracts Executive Directors are employed under a service contract with IG Group Limited (a wholly owned intermediate holding company) for the benefit of the Company and the Group. The dates on which service contracts are entered into and notice periods are as follows: Breon Corcoran – 7 December 2023 (12 months’ notice from either party) Charlie Rozes – 1 June 2020 (12 months’ notice from either party) Non-Executive Directors’ service contracts Non-Executive Directors do not have service contracts; they are engaged by letters of appointment. Each Non-Executive Director is appointed for an initial term of three years subject to re-election, but the appointment can be terminated on three months’ notice. Non-Executive Directors may receive reimbursement for business expenses incurred in the course of their duties, including tax therein if applicable. Copies of the service contracts of the Executive Directors and the Letters of Appointment of the Non-Executive Directors are available for inspection at the Company’s registered office during normal business hours. Directors’ Remuneration Report and Policy (Summary) continued 96 ![]() IG Group Holdings plc Annual Report 2024 Annual Report on Remuneration #### Annual Report on Remuneration This report has been prepared in accordance with the Companies Act 2006, Schedule 8 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (as amended in 2013, 2018 and 2019) and the FCA’s Listing Rules. The Directors’ Remuneration Report, will be subject to an advisory shareholder vote at the AGM on 18 September 2024. This part of the report includes a summary of how we implemented the Policy in FY24 and how it will be implemented in FY25. The parts of the report that are subject to audit have been marked. Implementation of Remuneration Policy in FY24 Total single figure of remuneration – Executive Directors (audited) Name of Director Year Basic salary £000 Benefits allowance/ benefits 1,2 £000 Pension £000 Total fixed pay £000 Annual component – cash £000 Total £000 Annual component 3,4 – deferred shares £000 Long-term component £000 Total variable pay £000 Other £000 6 B Corcoran 2024 276 33 – 309 315 421 – 736 41 1,086 J Felix 2024 158 30 – 188 125 229 – 354 542 2023 633 94 – 727 698 1,630 – 2,328 3,055 C Rozes 5 2024 606 139 10 755 274 503 – 777 1,532 2023 509 56 5 570 449 1,047 – 1,496 2,066 J Noble 2024 348 34 8 390 174 319 – 493 883 2023 423 46 5 474 373 870 – 1,243 1,717 1 Benefits can include dental cover, income protection cover, life assurance and private medical cover. It was agreed under the 2023 Remuneration Policy that, where appropriate, the Company may provide support to Executive Directors in the preparation of their tax returns. Assistance was provided to J Felix and these costs came to £9,152 (including any applicable tax costs). Assistance was also provided to C Rozes and these costs came to £76,071 (including any applicable tax costs) these costs relate to assistance for 2023 and 2024. B Corcoran, J Felix, C Rozes and J Noble all received a flexible benefits and pensions allowance of 12% of base salary minus the value of any benefits taken. Executives have the option to receive part, or all, of their pension and benefits entitlement in cash 2 The 2023 and 2024 benefits figure for J Felix include the £1.8k of matching shares J Felix received as a participant in the all employee share-incentive plan. 3 Details of the transitional arrangements put in place for the SPP can be found on page 98 under Determination of annual award under SPP for FY24. Figures for 2024 relate to the annual award component of the 2024 SPP award, which represents 85% of the overall opportunity under the FY24 SPP award for J Felix, C Rozes and J Noble. The annual award component under the FY24 SPP award is delivered 35.3% in cash following assessment of performance, with 23.5% award in share options vesting in August 2027 (subject to a further 6-month holding period) and 41.2% awarded in share options released in August 2028 (vesting in August 2026, then subject to a further 2-year holding period). As awards are included based on their value at the date of grant, no portion of the award disclosed is attributable to share price growth and the Committee did not exercise discretion in relation to share price. The remaining 15% of the overall opportunity was granted as an award of shares under the long-term award component, and will vest following assessment of performance at the end of the performance period ( to 31 May 2026). The value of this award will be disclosed in the 2026 Directors’ Remuneration Report. 4 The figures for B Corcoran 2024 relate to the annual award component of the 2024 SPP award, which represents 20% of the maximum opportunity agreed for him under the FY24 SPP award. The annual award component under the FY24 SPP award is delivered 42.8% in cash following assessment of performance, with 28.6% award in share options vesting in August 2027 (subject to a further 6-month holding period) and 28.6% awarded in share options released in August 2028 (vesting in August 2026, then subject to a further 2-year holding period). As awards are included based on their value at the date of grant, no portion of the award disclosed is attributable to share price growth and the Committee did not exercise discretion in relation to share price. B Corcoran was also granted 30% of the maximum opportunity as an award of shares under the long-term award component will vet following assessment of performance at the end of the performance period (to 31 May 2026). The value of this award will be disclosed in the 2026 Directors’ Remuneration Report. 5 The salary for C Rozes includes £74k in relation to an acting-up allowance (equal to £130K per annum) during the period which he undertook to the role of CEO 3 July 2023 until 28 January 2024. 6 Relates to fees in respect of a consulting arrangement the Group entered into with B Corcoran in order for him to engage in preparatory meetings and other relevant activities related to his appointment as CEO, intended to enable the smoothest possible transition, from 11 January to 26 January 2024. 97 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Annual Report on Remuneration continued Total single figure of remuneration – Non-Executive Directors (audited) Name of Director Year Fees 1,2 £000 Benefits 3 £000 Total £000 M McTighe 2024 316 – 316 2023 302 – 302 J Moulds 2024 112 – 112 2023 109 – 109 R Bhasin 2024 75 – 75 2023 72 – 72 A Didham 2024 100 1 101 2023 97 – 97 Wu Gang 2024 72 – 72 2023 69 – 69 S-A Hibberd 2024 100 – 100 2023 97 – 97 M Le May 2024 159 56 215 2023 157 24 181 S Skerritt 2024 120 16 136 2023 114 14 128 H Stevenson 2024 97 – 97 2023 94 – 94 1 Other than in respect of the Chair, basic Non-Executive Director fees were £68,500 per annum in FY24 with an additional £25,000 paid for chairing a Board Committee (other than the Nomination Committee) and £3,000 for membership of a Committee (excluding the Nomination Committee). The Senior Independent Director also receives an additional fee of £15,000. Taking into account the additional responsibilities and time commitment, an additional fee of £65,000 applies for the Chair of the North American Board and an additional fee of £25,000 applies for being a member of the North American Board. The Chair of the North American Board also receives an additional £20,000 per annum to compensate them for the additional time spent in travel to attending Board meetings. 2 S Skerritt receive an additional £20,000 per annum to compensate them for the additional time spent in travel attending Group Board meetings. 3 Certain Non-Executive Directors’ expenses relating to the performance of a Director’s duties, such as travel to and from Company meetings and related accommodation, and tax return support required as a result of Board duties have been classified as taxable benefits. In such cases, the Company will ensure that the Director is kept whole by settling the expense and any related tax. The figures shown include the cost of the taxable benefit plus the related grossed up personal tax charge. Sustained performance plan (SPP) Determination of annual award under SPP for FY24 (audited) As described in the 2023 Directors’ Remuneration Report, the annual award component of the FY24 SPP award comprises 85% of the overall award opportunity. The remaining 15% of the overall opportunity was granted as an award of share options under the long-term award component and will vest following the end of the three-year performance period (31 May 2026). The vesting outcome of this award will be disclosed in the 2026 Directors’ Remuneration Report. This approach for FY24 was implemented as part of the transition to the new 2023 policy. From FY25 onwards the policy will be applied in the normal way with 70% of the overall award opportunity based on an annual award component and 30% of the overall award based on the long term award component. The overall maximum opportunity under the SPP is 500% of salary for the CEO and 400% of salary for other executive directors. Breon Corcoran, Charlie Rozes and Jon Noble were granted 2024 long-term awards. Following her departure as CEO, June Felix did not receive a 2024 Long-term award. For FY24 Breon Corcoran will receive a reduced SPP award reflecting that he joined mid-way through the financial year. With Breon joining the Group at the end of January this year it was agreed that, acknowledging the limited period of the financial year remaining, for FY24 the annual award component of his SPP award would be based solely on the non-financial performance metric, on the basis that this is the area where he had the most opportunity to impact the business over his first few months in role. This award therefore had a maximum value of 100% of base salary. Annual award components of the FY24 SPP awards for June Felix and Jon Noble have been pro-rated based on the portion of the performance year employed. Performance targets for annual award component under the FY24 SPP comprised Adjusted EPS targets, TSR, revenue diversification and non-financial measures. TSR performance was measured over the three-year period from 1 June 2021 to 31 May 2024, and Adjusted EPS, revenue diversification and non-financial measures over the financial year ending 31 May 2024. Performance measure Weighting Threshold (25% payout for TSRand 0% for Adjusted EPS and revenue diversification) Target (50% payout for Adjusted EPS and revenue diversification) Maximum (100% payout) Actual performance Percentage of element to be awarded Adjusted EPS 30% 86.76p 96.4p 110.86p 90.3p 18.4 1 Revenue diversification 20% £366.7m £386m £405.3m £351.4m 0% TSR 15% Median ranking N/A Upper quartile ranking 60th percentile 54.2% Non-financial 20% 0% N/A 100% 92% of maximum awarded (see below for details) 92% Total 85% 32.0% out of 85% 1 Straight line vesting occurs between threshold and target and between target and maximum. 98 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Annual Report on Remuneration continued Performance measures: how these are set, and a review of performance for FY24 (audited) Adjusted EPS (30% weighting) At the start of the financial year, the Committee established an Adjusted EPS range in order to measure the performance and determine the payouts under the SPP. In doing this, the Committee took into account a number of relevant factors, including the Board-approved budget and market consensus expectations. Adjusted EPS performance for FY24 was 90.3 pence, which was between threshold and target. Performance was impacted by significantly reduced market volatility observed during the year. Revenue diversification (20% weighting) At the start of the financial year, the Committee established a revenue range in order to measure performance for this metric, measuring the revenue performance of: IG’s US businesses; IG’s business in Japan; and all other non over the counter revenue streams in all other geographies. In doing this, the Committee took into account a number of relevant factors, including the Board-approved budget and the Group’s three year plan. Revenue performance for FY24 under this metric was £351.4m, which was below the threshold set by the Committee of £366.7m. TSR (15% weighting) TSR performance is assessed against the FTSE 250 (excluding investment trusts). 25% of this element is awarded for median performance with the full portion being awarded for upper quartile performance or above with straight-line vesting in between. For the annual award component to be granted in respect of the year to 31 May 2024, TSR was measured over the three-year period from 1 June 2021 to 31 May 2024. Actual TSR performance for the three-year period was 0.8% which positions the Group between median and upper quartile compared to the comparator group over the three-year period and therefore 54.2% of this element will be awarded. Non-financial measures (20% weighting) The Committee approved a series of non-financial measures comprising strategic enablers, client experience and people and culture during the year ended 31 May 2024. These measures are also used for determining a portion of the staff general bonus pool. An average of the performance under the specific objectives resulted in an overall assessment of 92% (FY23: 96%) of the potential payout under this element. The table below provides details of the individual measures considered and their performance assessment for the year ended 31 May 2024. Component Detail FY24 outcome Strategic drivers 50% weighting We continued to make good progress towards our growth and diversification targets. In the US, tastytrade prompted brand awareness jumped to 19%, and the separate tastylive brand has already built a strong Trustpilot score in a short time. In Japan, we launched our exciting new partnership with the IG Arena in Nagoya and successfully delivered a number of planned product improvements. In Europe, we integrated with Italian broker Directa and ICF Bank, the latter providing almost 1700 ETFs to Spectrum, and German prompted brand awareness has hit 21% through focused marketing campaigns. 90% Client experience 25% weighting We maintained our high CSAT and NPS scores throughout the year, despite a competitive landscape, and our platform uptime remained at 100% throughout the year. Much work was done to improve our onboarding process and digital experience, and we managed to reduce both the average time taken to process applications and the number of human interactions required to solve our clients queries. 99% People, culture & community 25% weighting Overall engagement levels remain very good and higher than industry benchmark levels, with our people particularly happy with their line manager support. Participation in volunteering and other ESG initiatives was high, and we published our Responsible Investment Statement and Product Governance Statement. We have maintained a strong control and risk culture throughout FY24, reflecting the high standards of conduct we expect of our teams. 88% 99 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Annual Report on Remuneration continued Overall summary The Committee believes that the formulaic outcome of the annual award component of FY24 SPP is appropriate in the context of overall business performance and that no discretion will be applied to the outcome. Based on the performance for FY24, we will grant awards under the annual component of the SPP at 32% out of the potential 85% maximum potential for the Executive Directors (with the remaining 15% relating to the long-term component of the SPP awarded in 2024) after the announcement of the results. Of this, 35.29% will be delivered in cash, with 23.53% award in share options vesting in August 2027 (subject to a further 6-month holding period) and 41.18% awarded in share options vesting August 2026 (subject to a further 2-year holding period). The actual number of shares that will be granted will be based on the ten-day average share price immediately prior to grant. As discussed above, Breon Corcoran’s FY24 annual SPP award was based solely on non-financial performance, therefore the formulaic outcome for Breon is 92% of maximum. The Committee considers that this outcome is appropriate in the context of broader performance during Breon’s tenure and determined that no discretion will be applied. Awards granted during FY24 (audited) The SPP awards granted during FY24 in respect of performance to 31 May 2023 (plan year 10) are as follows: Contribution % of salary 1 Value of options awarded Number of options awarded 1 J Felix 257% £1,628,941 227, 0 4 6 C Rozes 206% £1,046,867 145,912 J Noble 206% £869,800 121,235 1 This represents 70% of the SPP award for FY23, full details of which were disclosed in the Directors’ Remuneration Report for FY23.The number of options contributed to the plan account was based on the ten-business-day average share price immediately post the announcement date of the Group’s results for the year ended 31 May 2023 of 717.45pence per share. Awards were granted in the form of nominal cost options and are subject to continued employment. The FY23 SPP award granted will vest according to the normal payout schedule for Executive Directors. The normal payout schedule for Executive Directors provides for 20% delivered in shares vesting three years after the end of the financial year and 50% delivered in shares four years after the end of the financial year. Long term SPP awards table (audited) The long term SPP awards granted during FY24 (as part of the FY24 SPP) are as follows: Contribution % of salary 1,2,3 Value of options awarded Number of options awarded % vesting threshold performance Performance period B Corcoran 150% £1,200,000 174,228 25% 1 June 2023 to 31 May 2026 C Rozes 60% £318,900 48,106 J Noble 60% £264,900 39,960 1 To understand the size of awards see determination of annual awards under SPP for FY24 on p98 for further details of the transitional arrangements to the new policy for FY24. The transitional arrangements only apply to C Rozes and J Noble. B Corcoran received 30% of his maximum opportunity in line with the new policy. See also the joining arrangements for Breon Corcoran for FY24 on p101. 2 For B Corcoran the number of options granted was based on the ten-business-day average share price prior to the announcement of his appointment on 8 December 2023 of 688.75 pence per share. For C Rozes and J Noble the number of options granted was based on the ten-business-day average share price from 14 September 2023 of 662.9 pence per share. 3 Awards were granted in the form of nominal cost options and are subject to continued employment and a total shareholder return (TSR) performance condition. The TSR performance condition is relative to the FTSE250 over three years, with threshold vesting at median ranking and full vesting at upper quartile. Other share awards outstanding (audited) Award date Share price at award date Number as at 31 May 2023 Number awarded during the year Number lapsed during the year Number released during the year Number outstanding at 31 May 24 J Felix SIP: matching shares 6 Aug 20 743.66p 242 0 0 242 0 SIP: matching shares 4 Aug 21 909.24p 198 0 0 198 0 SIP: matching shares 4 Aug 22 815.38p 221 0 0 221 0 SIP: matching shares 3 Aug 23 675.46p 0 266 0 266 0 Total 661 266 0 927 0 100 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Annual Report on Remuneration continued Table of Directors’ share interests (audited) Legally owned Share options with performance conditions Share options without performance conditions 2 Total % of salary held under shareholdingpolicy 3 31 May 2023 31 May 2024 Vested but unexercised 31 May 2024 % salary Executive Directors B Corcoran – – 174,228 – – – 0% C Rozes 73,662 74,807 4 8 ,10 6 453,983 – 528,790 481% Non-Executive Directors M McTighe 6,600 10,000 – – – 10,000 – J Moulds 100,000 100,000 – – – 100,000 – R Bhasin – – – – – – – A Didham 4,894 4,894 – – – 4,894 – S-A Hibberd – – – – – – – Wu Gang – 1,300 – – – 1,300 – M Le May – – – – – – – S Skerritt – – – – – – – H Stevenson – – – – – – – Former Directors J Felix 4 J Noble 5 368,876 83,525 409,485 6 83,525 6 – 39,960 782,299 425,086 – – 782,299 425,086 508% 413% 1 These figures are inclusive of any shares held by connected parties, note that no Company shares are currently held by connected parties. 2 This figure excludes awards under the SPP scheme for performance year ending 31 May 2024, which will be granted following the announcement of the Group’s results on 25 July 2024. The awards held in the SPP plan account include those in respect of plan years 1 to 10 as 31 May 2024. 3 Calculated as total shares owned as a percentage of salary on 31 May 2024 including the unvested shares held within the SPP, without performance conditions, on a net of tax basis at the closing market share price of 810 pence on 31 May 2024. 4 J Felix stepped down from the Board on 29 August 2023. 5 J Noble stepped down from the Board on 13 March 2024. 6 J Felix and J Noble exercised 75,797 and 60,348 options respectively on 3 August 2023, the option price was 0.005 pence. The closing share price on the day of exercise was 684.5 pence. Shareholding for J Feix and J Noble is shown to the date they stepped down from the Board on 29 August 2023 and 13 March 2024 respectively. Under the share ownership policy, the Executive Directors are expected to hold shares to the value of a minimum of 200% of base salary. Shares owned by the Executive Directors as well as unvested SPP share options (on a net of tax basis) count towards this guideline. It is expected that this guideline is achieved within five years of the date of appointment. There have been no changes to any of the Directors’ share interests between 31 May 2024 and the date of this report. Joining arrangements for Breon Corcoran for FY24 As announced in December 2023, following a comprehensive global search process Breon Corcoran was appointed as CEO. Breon Corcoran has extensive experience leading multinational fintech companies and delivering on their growth strategies. He was CEO of payments company WorldRemit until 2022 and prior to that he was CEO of FTSE 100 company Paddy Power Betfair. Breon’s salary was set at £800,000 on appointment and will not be increased for FY25. The committee recognises that this represents a significant increase versus his predecessor, however, it is of the view that this salary is appropriate given Breon’s skills, experience and track record of driving performance and delivering long-term shareholder value. It also noted that his salaries in previous roles were broadly consistent with the base salary offered at IG. His base salary is positioned within the market competitive range for other companies of a similar size and complexity and for other companies in the financial services sector where the Group competes for talent and the Committee considered the positioning appropriate taking into account his skills and experience. Breon’s pension and benefits allowance is 12% of salary in line with arrangements for other employees in the UK. 101 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Annual Report on Remuneration continued Breon will be eligible for an SPP award of up to 500% of base salary per annum. For FY24 Breon will receive a reduced SPP award of 250% of salary reflecting that he joined mid-way through the financial year. With Breon joining the Group at the end of January this year it was agreed that, acknowledging the limited period of the financial year remaining, for FY24 the annual award component of his SPP award would be based solely on the non-financial performance metric, on the basis that this is the area where he had the most opportunity to impact the business over his first few months in role. This award therefore had a maximum value of 100% of base salary. As noted previously, the Committee judged that the non-financial measures should be paid out at 92% of maximum. Breon was also granted a Long-Term SPP award with a value of 150% of base salary fully focussed on the Company’s TSR over the period 1 June 2023 to 31 May 2026. There were no buyouts of awards from previous roles associated with the appointment. In order to facilitate the smoothest transition possible, the Group entered into a consulting arrangement (from 11 January to 26 January 2024) with Breon so that Breon was able to attend preparatory meetings and other related activities in advance of his appointment as CEO. Fees for this arrangement were £41,353 and are disclosed in the single figure table for FY24. Leaving arrangements for June Felix (audited) June Felix, former Chief Executive Officer, stepped down from the Board on 29 August 2023, and remained an employee of the Company until 29 September 2023 to provide an orderly handover. Between 29 August 2023 and 29 September 2023, June continued to receive her base salary totalling £62,757. She also received dental insurance, income protection, life assurance and private medical insurance, and her fixed benefits allowance in cash for the period with a total value of £7,530. June received a payment of £493,920 in lieu of base salary, benefits and pension allowance for the period to 31 May 2024, paid in instalments and subject to mitigation. The remaining balance of June’s pay in lieu of base salary, benefits and pension allowance is £185,220 and will be paid over her remaining notice period. She also received £105,000 for accrued unused annual leave. June also received a contribution of £30,000 (excluding VAT) towards legal fees incurred, a contribution of up to £35,000 (excluding VAT) paid towards coaching and continuing professional development support and £41,904 to provide equivalent coverage to the IG private health insurance scheme for her family for 12 months from the Termination Date, plus a contribution of up to £10,000 towards medical expenses incurred prior to 31 May 2024 that were not covered by the insurance scheme. June was also allowed to retain her laptop, ipad and mobile phone as part of her leaving arrangements. June was treated as a good leaver for the purposes of the SPP awards which she held on cessation of employment. For any SPP awards granted in respect of financial years up to and including FY20, 50% of her shares will be released in August 2024 with the balance released in August 2025, in accordance with their terms and the previously disclosed plan termination provisions. Awards granted in respect of FY21 onwards will be released in accordance with the normal schedule. In order to allow June Felix to settle the tax due on her awards it was agreed that SPP awards granted to her would be accelerated to vest on 18 December 2023, with the remaining shares after tax being held in the a nominee arrangement. The shares will be released on the same time frame as the original awards (i.e. no changes to overall time horizons). June was also eligible to receive a pro-rated annual SPP Award in respect of FY24 for her period in employment (to 29 September 2023). As noted above, the annual SPP award in respect of FY24 vested at 32% out of the maximum award of 85% and therefore the total value of this pro-rated award was £300,349. This will be delivered 35% in cash, with 24% award in share options vesting in August 2027 (subject to a further 6-month holding period) and 41% awarded in share options released in August 2028 (vesting in August 2026, then subject to a further 2-year holding period). All awards are subject to malus and clawback provisions. Leaving arrangements for Jon Noble (audited) Jon Noble, former Chief Operating officer, stepped down from the Board on 13 March 2024, and remained an employee of the Company until 14 April 2024 to provide an orderly handover. Between 14 March 2024 and 14 April 2024, Jon continued to receive his base salary totalling £37,527. He also received income protection, life assurance and private medical insurance, pension contribution and his fixed benefits allowance in cash for the period with a total value of £3,269 and a pension contribution of £1,213. Jon received a payment of £81,413 in lieu of base salary, benefits and pension allowance, paid in instalments and subject to mitigation. The remaining balance of Jon’s pay in lieu of base salary, benefits and pension allowance is £371,860 and will be paid over his remaining notice period. He also received £4,245 for accrued unused annual leave. Jon also received a contribution of £10,000 (excluding VAT) towards legal fees incurred, a contribution of up to £30,000 (excluding VAT) paid towards coaching and continuing professional development support and £19,160 to provide equivalent coverage to the IG private health insurance scheme for his family for 12 months from the Termination Date. Jon was treated as a good leaver for the purposes of the SPP awards which he held in his plan account on cessation of employment. Outstanding awards in relation to plan years up to and including FY20 will be released in two tranches with 50% released in July 2024 and 50% released in July 2025. Awards granted in respect of FY21 onwards will be released in accordance with the normal vesting schedule. Jon received a long term SPP award in respect of FY24 which will be pro-rated on the portion of the performance period he was employed for i.e. from 1 June 2023 to 14 April 2024 out of the three year performance period. Jon was also eligible to receive a pro-rated annual SPP award in respect of FY24 for the portion of the performance year employed. As noted above, the annual SPP award in respect of FY24 vested at 32% out of the maximum award of 85% and therefore the total value of this pro-rated award was £418,960. This will be delivered 35% in cash, with 24% award in share options vesting in August 2027 (subject to a further 6-month holding period) and 41% awarded in share options released in August 2028 (vesting in August 2026, then subject to a further 2-year holding period). All awards are subject to malus and clawback provisions. Leaving arrangements for Charlie Rozes Charlie Rozes, Chief Financial Officer, will step down from the Board on 31 July 2024, and will cease employment with the Company on this date. Charlie will receive a payment of £368,577 in lieu of base salary, benefits and pension allowance for the balance of his 7.5 month notice period ending 14 March 2025, paid in instalments and subject to mitigation. He will also receive £49,061 for accrued unused annual leave. Charlie also received a contribution of £13,000 (excluding VAT) towards legal fees incurred, a payment towards the cost of tax advice in relation to UK and US tax returns for the current tax year in accordance with our approach while he was in employment, a contribution of up to £30,000 (excluding VAT) paid towards coaching and continuing professional development support and IG will provide equivalent coverage to the IG private health insurance scheme for his family for 12 months from the Termination Date. 102 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Annual Report on Remuneration continued Charlie will be treated as a good leaver for the purposes of the SPP awards which he holds on cessation of employment. His SPP awards will be released in accordance with the normal vesting schedule. Charlie will be eligible to receive a pro-rated annual SPP award in respect of FY25 for the portion of the performance period he was employed for i.e. from 1 June 2024 to 31 July 2024 out of the one year performance period. The outcome for the FY25 annual SPP award will be determined following the end of FY25. He will receive a long term SPP award in respect of FY25 and will retain a portion of his FY24 long term award. These will be pro-rated based on the portion of the performance periods he was employed for i.e. from 1 June 2023 to 31 July 2024 and 1 June 2024 to 31 July 2024 respectively both of the relevant three year performance periods. Payments to past Directors (audited) No payments were made to past Directors in the year above the de minimis threshold of £2,000 set by the Committee. Change in Directors’ remuneration compared to Group UK employees The table below sets out the percentage change in remuneration for each of the Directors and UK Group employees over each of the last four years. There are no employees in IG Group Holdings plc, and therefore we have voluntarily disclosed the change in remuneration for UK Group employees. FY21/FY20 FY22/FY21 FY23/FY22 FY24/FY23 Base salary % change Taxable benefits % change Performance- related remuneration % change Base salary % change Taxable benefits % change Performance- related remuneration % change Base salary % change Taxable benefits % change Performance related remuneration % change Base salary % change Taxable benefits % change Performance related remuneration % change Executive Directors B Corcoran 1 – – – – – – – – – C Rozes 2 – – – 0.7% (1.7%) 1.4% 3.0% 5.1% (19.4%) 19% 148% (48%) Non-Executive Directors M McTighe 300.0% – – 0.7% – – 0.0% – – 4.5% – – J Moulds (39.0%) – – 0.68% – – 0.0% – – 2.8% – – R Bhasin 3 – – – 14.2% – – 0.0% – – 4.2% – – A Didham 72.0% – – 19.7% – – 0.0% – – 3.1% 100% – S-A Hibberd 32.0% (100.0%) – 3.1% – – 0.0% – – 3.1% – – Wu Gang 4 – – – 53.0% – – 0.0% – – 4.3% – – M Le May (23.0%) – – 44.3% – – 37.7% 600.0% – 14.6% 133% – S Skerritt 5 – – – – – 8.4% – – 5.2% 14.3% – H Stevenson 614.0% – 9.3% – – 0.0% – – 3.2% – – Former Directors J Felix J Noble 1.7% 1.7% (21%) 1.7% (2.3%) (2.3%) 0.7% 6.3% (12.9%) 7.3% 1.4% 6.7% 3.0% 5.8% 24.0% 6.3% (19.4%) (17.3%) 4.5% 7 4.5% 7 (68%) (26%) (85%) (60%) Group UK employees 6 10.0% 10.0% 17.0% 12.0% 12.0% 33.0% 2.2% 2.8% (31.0%) 7.9% 7.9% (17.7%) 1 B Corcoran joined the Board on 29 January 2024. 2 C Rozes joined the Board on 1 June 2020. 3 R Bhasin joined the Board on 6 July 2020. 4 Wu Gang joined the Board on 30 September 2020. 5 S Skerritt joined the Board on 9 July 2021. 6 Employee group consists of individuals employed by IG Index Limited the main UK employing entity as IG Group Holdings plc does not have any employees. Median employee salary, benefits and bonus have been calculated on a full-time equivalent basis. Salary and benefits are calculated as at 31 May, bonus is that earned during the year ending 31 May. 7 Based on full time salary applied from 1 June 2023. 103 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Annual Report on Remuneration continued Relative importance of spend on pay The following table sets out the shareholder distributions, which include dividends and share buybacks by the Company during the financial year and overall spend on pay over the past financial year: 2024 £m 2023 £m Percentage change Shareholder distributions 422.7 363.4 16% Employee remuneration costs 245.2 248.6 (1.4%) As the table shows, there has been an increase in shareholder distributions in 2024. This increase is a result of the Company returning more capital to shareholders via our share buy back program in line with our published capital allocation framework. CEO to all employees pay ratio The CEO’s total remuneration as a ratio against the full-time equivalent remuneration of UKemployees is detailed in the table below: Year Method 25th percentile pay ratio Median pay ratio 75th percentile pay ratio 2024 A 34:1 25:1 18:1 2023 A 43:1 31:1 22:1 2022 A 50:1 36:1 25:1 2021 A 55:1 40:1 29:1 2020 A 65:1 46:1 34:1 The Company has calculated the ratio in line with the reporting regulations using ‘Option A’ (determine total full-time equivalent remuneration for all UK employees for the relevant financial year; rank the data and identify employees whose remuneration places them at the 25th, 50th and 75th percentile). We have used Option A as we believe it provides the most consistent and comparable outcome. Data used to determine the pay ratios was taken as at 31 May 2024 and any part-time employees’ salary and bonus have been pro-rated to convert them into a full-time equivalent. Base salary Total remuneration 25th percentile £60,000 £75,200 50th percentile £78,400 £101,808 75th percentile £110,000 £141,90 0 The CEO pay ratio has been rounded to the nearest whole number. The ratios for FY24 are lower than FY23, which reflects the lower SPP outturn for FY24 (since the CEO’s package comprises of a larger proportion of at risk, variable pay) The Company believes the median pay ratio is consistent with its reward policies for the Company’s UK employees. During the year the Board has received presentations from management on the approach to the Company’s wider policies on employee pay, reward and progression. The Committee also reviewed year-end incentive outcomes. Taking into account the above, the Committee believes that the CEO’s pay ratio and the year-on-year change is fair in the context of our approach to remuneration more broadly withinthe organisation. Statement of shareholder voting The Directors’ Remuneration Policy was approved at the 2023 AGM on 20 September, 2023. The Directors’ Remuneration Report for FY23 was also approved at the 2023 AGM. The following votes werereceived: 2023 Remuneration Policy Total number of votes (000s) % of votes cast For 1 305,234 97.37% Against 8,253 2.63% Total 313,487 100% Withheld 28 – 1 ‘For’ includes votes at the Chair’s discretion. 2023 Annual Directors’ Remuneration Report (excluding the 2023 Remuneration Policy) Total number of votes (000s) % of votes cast For 1 296,875 94.70% Against 16,614 5.30% Total 313,489 100% Withheld 27 – 1 ‘For’ includes votes at the Chair’s discretion. 104 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Annual Report on Remuneration continued Total Shareholder Return chart This graph shows the value, by 31 May 2024, of £100 invested in the Group on 31 May 2014 compared with the value of £100 invested in the FTSE 250 Index and the FTSE 350 Financial Services Index. As the Group is a member of both of these indices, the Committee believes it is appropriate to compare the Group’s performance against them. 31 May 2014 31 May 2015 31 May 2016 31 May 2017 31 May 2018 31 May 2019 31 May 2020 31 May 2021 31 May 2022 31 May 2023 31 May 2024 0 £50 £100 £150 £200 £250 IG Group FTSE 250 Index FTSE 350 Financial Services Index CEO earnings history T Howkins P Hetherington J Felix Breon Corcoran Single figure remuneration LTIP/ VSP/ SPP vesting outcome Single figure remuneration LTIP/ VSP/ SPP vesting outcome Single figure remuneration LTIP/ VSP/ SPP vesting outcome Single figure remuneration LTIP/ VSP/ SPP vesting outcome 2015 1,519 41.00% – – – – – – 2016 210 0.00% 2,641 1 90.00% – – – – 2017 – – 1,452 27.10% – – – – 2018 – – 2,974 80.00% – – – – 2019 – – 777 2 18.64% 823 3,4 18.64% – – 2020 – – – – 3,640 97.20% – – 2021 – – – – 3,544 93.40% – – 2022 – – – – 3,577 94.00% – – 2023 – – – – 3,055 73.55% – – 2024 – – – – 542 32.00% 6 1,979 5 92% 6 1 P Hetherington was appointed CEO on 15 October 2015; prior to this he was COO. This figure includes a portion of the remuneration that he received during this period. 2 P Hetherington stepped down as CEO on 26 September 2018. The figure shows salary, benefits and pension to this date. The full value of his SPP for FY19 is included in this figure. 3 P Mainwaring performed the role of acting CEO for the period between 26 September 2018 and 30 October 2018 but received no additional remuneration for this period. This figure therefore includes one month of P Mainwaring’s compensation equating to £66k. 4 J Felix was appointed CEO on 30 October 2018; prior to this she was a Non-Executive Director on the Board. The figure excludes a portion of the remuneration that she received as a Non-Executive Director between 1 June 2018 and 30 October 2018, which equated to £23k. 5 C Rozes performed the role of acting CEO for the period between 3 July 2023 and 28 January 2024 and received additional remuneration in the form of an acting up allowance and his annual SPP award was based on his acting up salary for the part of the year in which he stepped into this role. This figure therefore includes seven months of C Rozes’ compensation equating to £893k. 6 Relates to the annual award element of the FY24 SPP only. As discussed previously, the outcome for Breon Corcoran was based solely on non-financial performance. This report was approved by the Board of Directors on 24 July 2024 and signed on its behalf by: Helen Stevenson Chair of the Remuneration Committee 105 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Directors’ Report The Directors present their report, together with the Group Financial Statements, for FY24. The Directors’ Report comprises pages 106-107 of this report, together with the sections of the Annual Report incorporated by reference as located below: Contents Page Governance Report 44 Statement of Directors’ Responsibilities 109 Financial instruments and financial risk management 150– 158 Greenhouse gas emissions 23-26 Workforce engagement, communication and equal opportunities 18-19, 60 Employees, Customers, Suppliers and Others Reporting Requirements Under the Companies (Miscellaneous Reporting) Regulations 2018 57-58 Policy concerning the employment of disabled persons 19 Going Concern and Viability Statement 42-43 Directors’ Remuneration Report and Policy, service contracts and details of Directors’ interest in shares 84-105 Likely future developments 12–13 Risk management and internal control 36-41, 54 Anti-bribery and corruption 27 A statement of interests 133 Section 414A of the CA2006 requires the Directors to present a Strategic Report in the Annual Report and Financial Statements. The information can be found on pages 2-43. Corporate Governance Statement In compliance with the UK FCA’s Disclosure Guidance and Transparency Rules (DTR) 7.2.1, the disclosures required by the DTR are set out in this Directors’ Report and in the Governance Report. Profit and dividends The Group’s statutory profit for the year after taxation amounted to £307.7 million (FY23: £363.7 million), all of which is attributable to the equity members of the Company. The Directors recommend a final ordinary dividend of 32.64 pence per share, making a total of 46.2 pence per share for the year (FY23: 45.2 pence per share). Dividends are recognised in the Financial Statements for the year in which they are paid or, in the case of a final dividend, when approved by the shareholders. The amount recognised in the Financial Statements, as described in note 11, includes this financial year’s interim dividend and the final dividend from the previous year, both of which were paid. The final ordinary dividend, if approved, will be paid on 17 October 2024 to those shareholders on the register as at 20 September 2024. Certain nominee companies representing our Employee Benefit Trusts hold shares in the Company, in connection with the operation of the Company’s share plans. Dividend waivers remain in place on shares held by them that have not been allocated to employees. Articles of Association The Company’s Articles of Association are available on our website, or by writing to the Group Company Secretary at the Group’s registered office. The Articles of Association were last amended by shareholders by means of a special resolution on 20 September 2023. The Company has chosen, in accordance with Section 414C (11) of the CA2006 and as noted in this Directors’ Report, to include certain matters in its Strategic Report that would otherwise be disclosed in this Directors’ Report, including the Non-Financial Information Statement required by Section 414C of the CA2006, which can be found on page 28. In line with the Investment Firms Prudential Regime (IFPR) and the Capital Requirements (Country-by-Country Reporting) Regulations 2013, requiring credit institutions and investment firms to publish annually certain tax and financial data for each country where they operate, the Group’s UK-regulated subsidiaries will make available their country- by-country reporting on our website. Disclosures required pursuant to Listing Rule 9.8.4R In compliance with the UK FCA’s Listing Rules, the information in Listing Rule 9.8.4R to be included in the Annual Report and Accounts, where applicable, can be found on the following pages: Detail Page Waiver of dividends 107 Modern slavery In compliance with Section 4 (I) of the Modern Slavery Act 2015, we have published our slavery and human trafficking statement on our website. Branch offices As at 31 May 2024, we had the following overseas branches within the meaning of the CA2006: offices in Australia, France, Italy, the Netherlands, New Zealand, Poland, South Africa, Spain and Sweden. Board of Directors and their interests The Directors who held office during FY24 are set out below: Chair Mike McTighe Independent Non-Executive Directors Jonathan Moulds Rakesh Bhasin Andrew Didham Wu Gang Sally-Ann Hibberd Malcolm Le May Susan Skerritt Helen Stevenson Executive Directors Breon Corcoran (appointed 29 January 2024) June Felix (resigned 29 August 2023) Jon Noble (resigned 13 March 2024) Charlie Rozes Appointment and retirement of Directors The rules concerning the appointment and replacement of Directors are set out in the Articles of Association. The Board has the power to appoint any person as a Director to fill a casual vacancy or as an additional Director, provided the total number of Directors does not exceed the maximum prescribed in the Articles of Association. Any such Director holds office only until the next AGM and is then eligible to offer themselves for election. The Articles of Association also require that all those Directors who have been in office at the time of the two previous AGMs, and who did not retire at either of them, must retire as Directors by rotation. Such Directors are eligible to stand for re-election. In line with the Code’s recommendation, all Directors who were re-elected at the 2023 AGM will stand for re-election at the 2024 AGM, with the exception of Malcolm Le May and Charlie Rozes. Breon Corcoran and Marieke Flament (appointed 4 July 2024) will stand for election. 106 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Directors’ conflicts of interest In accordance with the CA2006, all Directors must disclose both the nature and extent of any potential, actual or perceived conflicts with the interests of the Company. We explain the procedure for this on page 50. Insurance and indemnities The Group has Directors’ and Officers’ liability insurance in place, providing appropriate cover for any legal action brought against its Directors. Qualifying third-party indemnity provisions (as defined by Section 234 of the CA2006) were in force during FY24 and a Deed of Indemnity with the Directors was put in place. These provisions remain in force for the benefit of the Directors, in relation to certain losses and liabilities which they may incur (or have incurred) to third parties while acting as Directors of the Company and remains in force as at the date of this report. Research and development In the ordinary course of business, we regularly develop new products and services. Political donations The Company made no political donations to political organisations or independent election candidates and incurred no political expenditure in the year (FY24: £nil). Restrictions on transfer of securities There are no specific restrictions on the transfer of securities in the Company, other than as contained in the Articles of Association, this paragraph and certain laws or regulations, such as those related to insider trading, which may be imposed from time to time. The Directors and certain employees are required to obtain approval prior to dealing in the Company’s securities. Certain parties who were previously shareholders in tastytrade are subject to contractual restrictions on transfer in accordance with the terms of the sale arrangements. We are not aware of any agreements between holders of securities that may result in restrictions on the transfer of securities or on voting rights. Exercise of rights of shares in employee share schemes The trustees of the IG Group Employee Benefit Trusts do not seek to exercise voting rights on shares held in the employee trusts, other than on the direction of the underlying beneficiaries. No voting rights are exercised in relation to shares unallocated to individual beneficiaries. The trustees have a dividend waiver in place in respect of unallocated shares held in the trust. Share capital The Company has two classes of shares: ordinary shares and deferred redeemable shares. As at 31 May 2024, our issued shares comprised 373,093,741 ordinary shares of 0.005 pence each (representing 99.98% of the total issued share capital) and 65,000 deferred redeemable shares of 0.001 pence each (representing 0.02% of the total issued share capital). Details of movement in our share capital and rights attached to the issued shares are given in note 24 to the Financial Statements. Information about the rights attached to our shares can also be found in the Articles of Association. Details of the Group’s required regulatory capital are disclosed in the Business Performance Review on pages 29–35. Variation of rights Subject to the provisions of applicable statutes, the rights attached to any class of shares may be varied, either with the consent in writing of the holders of at least three- quarters in nominal value of the issued shares of that class, or with the sanction of a special resolution passed at a separate meeting of the holders of the shares of that class. Powers of the Directors to issue or purchase the Company’s shares The Articles of Association permit the Directors to issue or repurchase the Company’s own shares, subject to obtaining shareholders’ prior approval. The shareholders gave this approval at the 2023 AGM. The authority to issue or buy back shares will expire at the 2024 AGM, and it will be proposed at the meeting that the Directors be granted new authorities to issue or buy back shares. The Directors currently have authority to purchase up to 40,452,304 of the Company’s ordinary shares. 35,727,693 shares were purchased during the year. During the year, the Company instructed the trustees of the Employee Benefit Trusts to purchase shares in order to satisfy awards under our share-incentive plan schemes and also issued shares in respect of the Sustained Performance Plan. Details of the shares held by our Employee Benefit Trusts, and the amounts paid during the year, are disclosed in note 26 to the Financial Statements. At the AGM held on 20 September 2023, the Company was granted authority to allot ordinary shares in the Company up to an aggregate nominal amount of £6,674, being 33% of the total issued share capital at that date, amounting to 133,492,603 ordinary shares. In addition, the Company was granted authority to allot further ordinary shares in the Company up to an aggregate nominal amount of £2,022 pursuant to a rights issue, being 10% of the total issued share capital at that date, amounting to 40,452,304 ordinary shares. No ordinary shares were issued under these authorities during the year. Directors’ Report continued 107 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Directors’ Report continued Major interest in shares Information provided to the Company by major shareholders pursuant to the FCA and DTRs is published via a Regulatory Information Service and is available on our website. The information in the table below has been received in accordance with information made available to the Company and in accordance with DTR5, from holders of notifiable interests in the Company’s issued share capital as at 31 May 2024. The lowest threshold is 3% of the Company’s voting rights, and holders are not required to notify us of any change until this, or the next applicable threshold, is reached or crossed. Major interest in shares No. of shares Percentage 1 BlackRock, Inc. 19,820,667 5.36% Massachusetts Financial Services Company 20,960,928 5.08% Janus Henderson Group plc 19,10 0,306 5.04% Artemis Investment Management LLP 18,510,435 5.01% Tom Sosnoff 14,888,162 3.40% Standard Life Aberdeen 11,137, 0 9 5 3.01% 1 The percentage is as at the date of notification. Between the 31 May 2024 and the date of this Annual Report, the Company was informed of the following change to notifiable interests. Major interest in shares No. of shares Percentage 2 Massachusetts Financial Services Company 18,131,512 4.86% 2 The percentage is as at the date of notification. Change of control Following any future change of control of the Company, participating lenders in the Group’s bank facility agreements have the option to cancel their commitment. Upon such cancellation, any outstanding loans, including accrued interest and other amounts due to lenders, will become immediately due and payable. Further details may be found in note 19 to the Financial Statements. There are no agreements between the Company and its Directors or employees providing for compensation on any loss of office or employment that occurs because of a takeover bid. However, options and awards granted to employees under our share schemes and plans may vest on a takeover, under the schemes’ provisions. AGM The Company’s AGM will be held on 18 September 2024. Details of the resolutions to be proposed will be provided in the AGM Notice. Independent Auditors Resolutions to reappoint PwC as the Company’s External Auditor, and to authorise the Directors to determine PwC’s remuneration, will be put to shareholders at the AGM on 18 September 2024. Subsequent events Please refer to note 35 to the Financial Statements. On behalf of the Board Charles A. Rozes Chief Financial Officer 24 July 2024 108 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 The directors are responsible for preparing the Annual Report 2024 and the financial statements in accordance with applicable law and regulation. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the Group and the Company financial statements in accordance with UK- adopted international accounting standards. Under company law, directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and Company and of the profit or loss of the group for that period. In preparing the financial statements, the directors are required to:  select suitable accounting policies and then apply them consistently;  state whether applicable UK-adopted international accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;  make judgements and accounting estimates that are reasonable and prudent; and  prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and Company will continue in business. The directors are responsible for safeguarding the assets of the group and Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The directors are also responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and Company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and Company and enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 2006. The directors are responsible for the maintenance and integrity of the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Directors’ confirmations Each of the directors, whose names and functions are listed in the Directors’ Report confirm that, to the best of their knowledge:  the group and Company financial statements, which have been prepared in accordance with UK-adopted international accounting standards, give a true and fair view of the assets, liabilities and financial position of the group and Company, and of the profit of the group; and  the Strategic Report includes a fair review of the development and performance of the business and the position of the group and Company, together with a description of the principal risks and uncertainties that it faces. In the case of each director in office at the date the directors’ report is approved:  so far as the director is aware, there is no relevant audit information of which the group’s and Company’s auditors are unaware; and  they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the group’s and Company’s auditors are aware of that information. Statement of Directors’ Responsibilities in Respect of the Financial Statement 109 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Independent Auditors’ Report to the Members of IG Group Holdings plc #### Report on the audit of the financial statements Opinion In our opinion, IG Group Holdings plc’s Group financial statements and Company financial statements (the “financial statements”):  give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 May 2024 and of the Group’s profit and the Group’s and Company’s cash flows for the year then ended;  have been properly prepared in accordance with UK-adopted international accounting standards as applied in accordance with the provisions of the Companies Act 2006; and  have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements, included within the Annual Report, which comprise: the Consolidated and Company Statements of Financial Position as at 31 May 2024; the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income, the Consolidated and Company Statements of Changes in Equity and Consolidated and Company Statements of Cash Flows 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. 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 FRC’s Ethical Standard, as applicable to listed public interest entities, 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, we have provided no non-audit services to the Company or its controlled undertakings in the period under audit. Our audit approach Overview Audit scope  This was the fourth year that it has been my responsibility to form this opinion on behalf of PricewaterhouseCoopers LLP (“PwC”), who you first appointed on 8 December 2010 in relation to that year’s audit. In addition to forming this opinion, in this report we have also provided information on how we approached the audit and how it changed from the previous year. Key audit matters  Estimation of the recoverable amount of the US cash generating unit – tastytrade, Inc. (Group)  OTC derivative revenue (Group)  Carrying value of the investments in subsidiaries (Company) Materiality  Overall Group materiality: £20,000,000 (2023: £22,400,000) based on 5% of profit before tax (FY23: adjusted profit before tax).  Overall Company materiality: £17,400,000 (2023: £19,900,000) based on 1% of total assets.  Performance materiality: £15,000,000 (2023: £16,800,000) (Group) and £13,000,000 (2023: £14,900,000) (Company). 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. The key audit matters below are consistent with last year. 110 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Independent Auditors’ Report continued Key audit matter How our audit addressed the key audit matter Estimation of the recoverable amount of the US cash generating unit – tastytrade, Inc. (Group) The US (tastytrade) cash generating unit (CGU) had £497.2m of goodwill allocated to it as at 31 May 2024. This is a result of the acquisition of tastytrade, Inc in June 2021. As the goodwill is associated with a business operating in the United States of America it is retranslated into sterling at each reporting date. As required by IAS 36 – Impairment of assets, management has performed their annual goodwill impairment assessment. The goodwill impairment assessment is dependent on an estimate of the recoverable amount of the US (tastytrade) CGU. Management used a value-in-use model to determine the recoverable amount of the tastytrade CGU in their impairment assessment. We have focused on this area as the value-in-use calculation of the US CGU involves a significant degree of judgement and the estimation uncertainty is high. As part of our risk assessment procedures we also assessed the sensitivity of the value-in-use to reasonably possibly changes in certain significant assumptions. A number of significant assumptions relating to net trading revenue growth, forecast earnings before interest, tax, depreciation and amortisation margins and discount rates, were required to be assessed by management, when performing their impairment assessment. To assist with the determination of the value-in-use, management engaged their own external valuation experts. No impairment charge has been recorded for the year ended 31 May 2024. Refer to notes 1 – General information and basis of preparation and 12 – Goodwill for further details. We understood and evaluated the design and implementation of controls relating to the Group’s impairment assessment. We obtained management’s value-in-use impairment model. We assessed the methodology used by management and their experts against the requirements of IAS 36 and we tested the mathematical accuracy of the calculations. We validated the carrying amount of the CGU to underlying accounting records and compared the cash flows used in the impairment models to the Board approved plan. We utilised our in-house valuation experts to evaluate the appropriateness of the methodology used in the impairment model. We also assessed the competency and objectivity of our in-house experts and management’s experts so that we were able to use their work. In respect of management’s assumptions, our in-house valuation experts assessed the reasonableness of the discount rate and long-term growth rate used in the impairment model. We performed the following procedures over the significant assumptions relating to the estimated future cash flows:  Challenged the appropriateness of management’s assumptions and, where relevant, their interrelationships;  Identified the key drivers in management’s forecasts and obtained evidence to support the reasonableness of these assumptions including historic experience, third-party sources including market reports and information available from tastytrade, Inc management; and  Assessed whether judgements made in deriving the assumptions gave rise to indicators of possible management bias. Representations were obtained from management that assumptions used were their best estimate and were consistent with information currently available to them. We evaluated the appropriateness of the critical accounting estimate and key sources of estimation uncertainty in note 1 to the Consolidated Financial Statements and the disclosures on goodwill in note 12 and considered these to be reasonable. We also performed independent sensitivity calculations for the relevant assumptions included in note 12. Based on the procedures performed, we considered management’s estimate of the recoverable amount to be reasonable and concur with the directors’ conclusion that the goodwill within the US CGU is not impaired. Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 111 ![]() IG Group Holdings plc Annual Report 2024 Independent Auditors’ Report continued Key audit matter How our audit addressed the key audit matter OTC derivative revenue (Group) The Group’s trading revenue is still predominantly generated from over the counter (“OTC”) derivatives placed by clients, offset by net gains or losses from the hedging trades that the Group places with external market counterparties to manage its market risk. The Group’s revenue on these activities arises principally from spreads, overnight funding charges and commissions. The audit of revenue from OTC derivatives is a focus of our audit given the magnitude of the balance, the large volume of transactions and the automated nature of the revenue calculations. Refer to note 2 – Significant accounting policies and note 3 – Segment analysis for further details. We focused firstly on understanding the control environment in which revenue is recorded. We understood and evaluated the design and implementation of key controls in place and tested their operating effectiveness. These controls included:  IT general controls over key revenue systems in scope;  Automated business controls such as interfaces between in-scope systems, key reports and automated calculations;  Validation of system calculated revenue numbers including manual client ledger postings made by management;  Cash and settlement reconciliations; and  Market counterparty and other third party reconciliations. We concluded that we could place reliance on these controls for the purpose of our audit. Our substantive testing included, but was not limited to, the following:  Using data enabled auditing techniques, recalculating the revenue recorded in relation to a sample of trades and agreeing these to the underlying accounting records and, where applicable, cash movements;  Testing commission, overnight funding, guaranteed stop premium and cash currency transfer rates on a sample basis;  We tested the valuation of selected client and broker positions to third party pricing sources;  We agreed all cash account balances to external third-party evidence at year-end through a combination of independent confirmations and examination of bank statements;  We agreed all amounts and balances held with market counterparties to independent confirmations or other external third party evidence; and  We tested manual client ledger postings on a sample basis. Based on the procedures performed, no material issues arose from this work. Carrying value of the investments in subsidiaries (Company) The Company has total investments in subsidiaries of £1,103m, of which the full amount is an investment in IG Group Limited (“IGGL”). IGGL is the Group Holding Company which, via a series of other holding companies, owns all the operating entities of the Group. This investment is held at cost less any provision for impairment. IAS 36 requires that investments are subject to an impairment review when there is an indication that an asset may be impaired. Management identified an indicator of impairment as the carrying value of the net assets of IGGL was lower than the investment in subsidiaries balance recorded in the Company, and performed an impairment assessment and estimated the recoverable amount using a value-in-use model. The value-in-use was determined by management to be higher than the fair value less costs of disposal. We have focused on this area as the calculation of value-in-use involves judgement. Management’s impairment assessment showed significant headroom at year-end, and consequently no impairment provision is held against this investment. Refer to note 2 – Significant accounting policies and note 6 – Investment in subsidiaries of the Company Financial Statements for further details. We have evaluated management’s impairment assessment that identified an indicator for impairment and found this to be reasonable. We obtained management’s value-in-use calculation that was used to estimate the recoverable amount of the investment in subsidiaries and performed the following substantive procedures:  Assessed the reliability of management’s data used as inputs to management’s value-in-use calculation;  Assessed the discount rate used for reasonableness;  Assessed the long-term growth rate for reasonableness; and  Tested the mathematical accuracy of management’s value-in-use model. We evaluated the appropriateness of the disclosures on the investment in subsidiaries in the Company Financial Statements and found these to be reasonable. 112 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Independent Auditors’ Report continued 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 and the Company, the accounting processes and controls, and the industry in which they operate. We performed a risk assessment, giving consideration to relevant external and internal factors including industry dynamics, litigation, climate change, relevant accounting and regulatory developments, the Group’s strategy and the changes taking place across the Group. We also considered our knowledge and experience obtained in prior year audits. Using our risk assessment, 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 and the Company, the accounting processes and controls, and the industry in which they operate. We continually assessed risks and changed the scope of our audit where necessary. The Group consists of a UK holding Company with a number of subsidiary entities and branches containing the operating businesses of both the UK, United States and overseas territories. Our risk assessment and scoping identified tastytrade, Inc. as a significant component of the Group. We obtained a full scope audit opinion for the financial position as at 31 May 2024 and results of tastytrade, Inc for the year ended 31 May 2024. The audit of tastytrade, Inc. was performed by a PwC member firm in the United States. The other significant financial reporting component was determined to be the OTC derivative business. As the accounting records and related controls for the UK, United States and overseas businesses are primarily maintained and operated by the Group’s finance teams in London and Krakow this was considered one financial reporting component. The technology and business process controls that are relevant to our financial statement audits are operated by the Group in London, Krakow and Bangalore. As a result, the audit work over this component was performed by the Group engagement team in London, supported by the PwC member firm in Poland, reflecting the centralised nature of the Group’s financial reporting activities. Some of this work was also relied upon by the PwC engagement team auditing tastytrade, Inc. All remaining components, which are Exchange Traded Derivative and Stock Trading and Investments businesses, were subject to procedures which mitigated the risk of material misstatement including Group level analytical review procedures. The Company audit was performed by the Group engagement team. We asked the partner and engagement team reporting to us on tastytrade, Inc. to work to an assigned materiality reflecting the size of the tastytrade, Inc. component. We were in active dialogue throughout the year with the partner and engagement team responsible for the audit, including consideration of how they planned and performed their work. Senior members of our team undertook at least one in-person site visit to Krakow and Chicago prior to the year end. We obtained direct access to their working papers to oversee and review their work. We also attended meetings with tastytrade, Inc. management. We continued to make use of evidence provided by others. We used the work of PwC experts, for example, valuation experts for our work over the estimation of the recoverable amount of the US CGU – tastytrade, Inc (see related key audit matter). The impact of climate risk on our audit As part of considering the impact of climate change in our risk assessment, we evaluated management’s assessment of the impact of climate risk, the detail of which is set out on page 23, including their conclusion that there are no material risks. Management’s assessment gave consideration to a number of matters, including the results of their climate related risks and opportunities exercise that was performed during the year. We have also understood the impact of the Group’s carbon reduction targets, which are outlined on page 23 and these are not considered to have a material impact on the 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: Financial statements – Group Financial statements – Company Overall materiality £20,000,000 (2023: £22,400,000). £17,400,000 (2023: £19,900,000). How we determined it 5% of profit before tax 1% of total assets Rationale for benchmark applied We believe that 5% of profit before tax is an appropriate quantitative benchmark of materiality. A profit before tax benchmark is standard for listed entities like IG. In the prior year, an adjusted profit before tax benchmark was used to take into consideration one-off items such as the Nadex disposal. We have used a benchmark of total assets as the Company’s primary purpose is to act as a holding Company with investments in the Group’s subsidiaries, not to generate operating profits and therefore a profit based measure is not relevant. The benchmark used is consistent with last year. 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 £4,900,000 and £19,000,000. Certain components were audited to a local statutory audit materiality that was also less than our overall Group materiality. Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 113 ![]() IG Group Holdings plc Annual Report 2024 Independent Auditors’ Report continued 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 75% (2023: 75%) of overall materiality, amounting to £15,000,000 (2023: £16,800,000) for the Group financial statements and £13,000,000 (2023: £14,900,000) for the Company financial statements. 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 at the upper end of our normal range was appropriate. We agreed with the Audit Committee that we would report to them misstatements identified during our audit above £1,000,000 (Group audit) (2023: £1,100,000) and £870,000 (Company audit) (2023: £995,000) as well as misstatements below those amounts that, in our view, warranted reporting for qualitative reasons. Conclusions relating to going concern Our evaluation of the directors’ assessment of the Group’s and the Company’s ability to continue to adopt the going concern basis of accounting included:  Performing a risk assessment to identify factors that could impact the going concern basis of accounting  Obtaining and evaluating management’s going concern assessment  Understanding and evaluating the Group’s financial forecasts and the Group’s stress testing of liquidity and capital, including the severity of the stress scenarios that were used  Validation of year end financial resources such as cash and debt securities in issue.  Evaluating the adequacy of the disclosures made in the Financial Statements in relation to going concern  Consideration of the regulatory requirements applicable to the Group 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 and the Company’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 and the Company’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. 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. With respect to the Strategic report and Directors’ Report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included. Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below. Strategic report and Directors’ Report In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors’ Report for the year ended 31 May 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements. In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors’ Report. Directors’ Remuneration In our opinion, the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006. 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 Company’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. 114 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Independent Auditors’ Report continued 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 and Company’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 and Company’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 Company 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 and Company 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 Company and their environment obtained in the course of the audit. 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 and Company’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 Company’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 in respect of the Financial Statements, 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 and the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Company 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. Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to breaches of the rules of the Financial Conduct Authority, 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 Act 2006 and relevant tax legislation. We evluated managments’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. 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:  Enquiries of management, internal audit, and those charged with governance in relation to known or suspected instances of non-compliance with laws and regulation and fraud;  Review of correspondence with regulators, and internal audit reports in so far as they are related to the Financial Statements;  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; Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 115 ![]() IG Group Holdings plc Annual Report 2024  Challenging assumptions and judgements made by management in its significant accounting estimates, in particular in relation to the carrying value of the goodwill and the investment in subsidiaries (see related key audit matters);  Identifying and testing journal entries, including those posted to certain account combinations and those posted by unexpected users;  Incorporating unpredictability into the nature, timing and/or extent of our testing; and  Review of reporting to the Audit Committee and minutes of Board of Directors’ meetings and made enquiries of management to understand the business rationale for unusual and significant transactions. 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. Use of this report This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 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 Act 2006 exception reporting Under the Companies Act 2006 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  adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or  certain disclosures of directors’ remuneration specified by law are not made; or  the Company financial statements and the part of the Directors’ Remuneration Report and Policy to be audited are not in agreement with the accounting records and returns. We have no exceptions to report arising from this responsibility. Appointment We were appointed by the directors on 8 December 2010 to audit the financial statements for the year ended 31 May 2011 and subsequent financial periods. The period of total uninterrupted engagement is 14 years, covering the years ended 31 May 2011 to 31 May 2024. Other matter The Company 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. Carl Sizer (Senior Statutory Auditor) for and on behalf of PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors London 24 July 2024 Independent Auditors’ Report continued 116 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Financial Statements #### Primary Statements Consolidated Income Statement 118 Consolidated Statement of Comprehensive Income 119 Consolidated Statement of Financial Position 120 Consolidated Statement of Changes in Equity 121 Consolidated Statement of Cash Flows 122 #### Notes to the Financial Statements 1. General information and basis of preparation 123 2. Material accounting policies 124 3. Segmental analysis 132 4. Operating costs 133 5. Auditors’ remuneration 134 6. Staff costs 134 7. Finance income 134 8. Finance costs 134 9. Taxation 135 10. Earnings per ordinary share 137 11. Dividends paid and proposed 138 12. Goodwill 138 13. Intangible assets 140 14. Property, plant and equipment 141 15. Financial investments 142 16. Cash and cash equivalents 142 17. Trade receivables 142 18. Other assets 142 19. Debt securities in issue 143 20. Lease liabilities 143 21. Trade payables 143 22. Other payables 143 23. Contingent liabilities and provisions 144 24. Share capital and share premium 144 25. Merger reserve 145 26. Other reserves 145 27. Employee share plans 146 28. Related party transactions 150 29. Financial instruments 151 30. Financial risk management 155 31. Cash flow information 160 32. Discontinued operations 161 33. Investment in associates 162 34. Investments in subsidiaries 163 35. Subsequent events 165 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 117 ![]() IG Group Holdings plc Annual Report 2024 Financial Statements #### Consolidated Income Statement #### for the year ended 31 May 2024 | | | | | | --- | --- | --- | --- | | | | Year ended | Year ended | | | | 31 May 2024 | 31 May 2023 | | | Note | £m | £m | | Continuing operations | | | | | Trading revenue | | 852 . 4 | 949 .7 | | Introducing partner commissions | | (7. 5) | ( 7. 9) | | Net trading revenue | 3 | 844 .9 | 94 1 .8 | | Betting duty and financial transaction taxes | | (5.3) | (10 . 4) | | Interest income on client funds | | 14 5 . 7 | 81. 8 | | Interest expense on client funds | | (3 .3) | (1. 0) | | Other operating income | | 6.8 | 11 . 2 | | Net operating income | | 9 88.8 | 1 ,02 3.4 | | Operating costs | 4 | (6 0 4 .1) | (58 3. 8) | | Net credit losses on financial assets | 30 | (15 . 5) | (1 .1) | | Operating profit | | 369.2 | 438 .5 | | Finance income | 7 | 59.9 | 30. 2 | | Finance costs | 8 | (2 4 .8) | (16 . 2) | | Share of loss after tax from associates | 33 | (2 . 4) | (2 .6) | | Fair value loss on financial investments reclassified on disposal | | (1 .1) | – | | Profit before tax | | 40 0.8 | 4 49. 9 | | Tax expense | 9 | (9 3 .1) | (86 . 2) | | Profit for the year from continuing operations | | 3 0 7. 7 | 3 63.7 | | Profit for the year from discontinued operations | 32 | – | 1. 3 | | Profit for the year attributable to owners of the parent | | 3 0 7. 7 | 365.0 | | Earnings per ordinary share for profit from continuing operations attributable to owners of the parent: | | | | | Basic | 10 | 7 9.4p | 86. 9p | | Diluted | 10 | 7 8.4p | 8 6 .1p | | Earnings per ordinary share for profit attributable to owners of the parent: | | | | | Basic | 10 | 7 9.4p | 8 7. 2 p | | Diluted | 10 | 7 8.4p | 86. 4p | 118 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued | | | | | | | --- | --- | --- | --- | --- | | | Year ended 31 May 2024 | | Year ended 31 May 2023 | | | | £m | £m | £m | £m | | Profit for the year | | 3 0 7. 7 | | 3 65.0 | | Other comprehensive income | | | | | | Items that may be subsequently reclassified to the Consolidated Income Statement: | | | | | | Debt instruments at fair value through other comprehensive income: | | | | | | – fair value gain/(loss), net of tax | 6.9 | | (11 . 9 ) | | | – fair value loss on financial investments reclassified to the Consolidated Income | | | | | | Statement on disposal | 1 .1 | | – | | | Foreign currency translation (loss)/gain | (22 .6) | | 3.2 | | | Other comprehensive (expense) for the year, net of tax | | (14 . 6) | | (8 .7) | | Total comprehensive income for the year | | 2 9 3 .1 | | 356. 3 | | Total comprehensive income attributable to owners of the parent arising from: | | | | | | Continuing operations | | 2 9 3 .1 | | 355 .0 | | Discontinued operations | | – | | 1. 3 | | | | 2 9 3 .1 | | 356. 3 | #### Consolidated Statement of Comprehensive Income #### for the year ended 31 May 2024 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 119 ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued #### Consolidated Statement of Financial Position #### as at 31 May 2024 | | | | | | --- | --- | --- | --- | | | | 31 May 2024 | 31 May 2023 | | | Note | £m | £m | | Assets | | | | | Non-current assets | | | | | Goodwill | 12 | 599. 0 | 6 11 . 0 | | Intangible assets | 13 | 216 . 6 | 276 . 5 | | Property, plant and equipment | 14 | 41. 8 | 3 6 .1 | | Financial investments | 15 | 3 51 . 4 | 379. 6 | | Investment in associates | 33 | 9.9 | 12 . 5 | | Other investments | | 1. 8 | 1. 2 | | Prepayments | | 5.4 | 0.3 | | Deferred tax assets | 9 | 24 .6 | 23.2 | | | | 1 , 2 50.5 | 1 ,340.4 | | Current assets | | | | | Cash and cash equivalents | 16 | 983 .2 | 798. 5 | | Trade receivables | 17 | 508.3 | 570 .4 | | Financial investments | 15 | 10 9. 3 | 226 .8 | | Other assets | 18 | 36.6 | 15 . 0 | | Prepayments | | 2 7. 4 | 2 5.3 | | Other receivables | | 1 5.3 | 10 . 0 | | Income tax receivable | 9 | 10 . 3 | 8.8 | | | | 1, 69 0 . 4 | 1, 6 5 4 . 8 | | Total assets | | 2,94 0.9 | 2,995 .2 | | | | | | | --- | --- | --- | --- | | | | 31 May 2024 | 31 May 2023 | | | Note | £m | £m | | Liabilities | | | | | Non-current liabilities | | | | | Debt securities in issue | 19 | 2 9 8 .1 | 2 9 7. 6 | | Other payables | 22 | 1. 3 | 1. 2 | | Lease liabilities | 20 | 1 5 .1 | 1 3.3 | | Deferred tax liabilities | 9 | 51. 3 | 6 0.8 | | | | 365. 8 | 372. 9 | | Current liabilities | | | | | Trade payables | 21 | 493 .3 | 478 . 0 | | Other payables | 22 | 17 5 . 5 | 11 6 . 2 | | Lease liabilities | 20 | 8 .7 | 7. 4 | | Income tax payable | 9 | 8 .1 | 6 .1 | | | | 685 .6 | 6 0 7. 7 | | Total liabilities | | 1, 0 51. 4 | 98 0.6 | | Equity | | | | | Share capital and share premium | 24 | 125 . 8 | 1 25.8 | | Translation reserve | | 98. 2 | 12 0 . 8 | | Merger reserve | 25 | 59 0.0 | 59 0.0 | | Other reserves | 26 | (22 . 9) | (16 . 9) | | Retained earnings | | 1, 0 9 8 . 4 | 1 , 1 94. 9 | | Total equity | | 1 ,889.5 | 2 , 014 . 6 | | Total equity and liabilities | | 2,94 0.9 | 2,995 .2 | The Consolidated Financial Statements on pages 118 to 165 were approved by the Board of Directors on 24 July 2024 and signed on its behalf by: Charles A. Rozes Chief Financial Officer Registered Company number: 04677092 120 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | Share | Share | Translation | Merger | Other | Retained | | | | | capital | premium | reserve | reserve | reserves | earnings | Total | | | Note | £m | £m | £m | £m | £m | £m | £m | | At 1 June 2022 | | – | 1 25.8 | 117 . 6 | 59 0.0 | 8.4 | 1 , 1 86.0 | 2 , 0 2 7. 8 | | Profit for the year and attributable to owners of the parent | | – | – | – | – | – | 365.0 | 365.0 | | Other comprehensive income/(loss) for the year | | – | – | 3. 2 | – | (11 . 9) | – | (8 .7) | | Total comprehensive income/(loss) for the year | | – | – | 3.2 | – | (11 . 9 ) | 365 .0 | 356 .3 | | Tax recognised directly in equity on share-based payments | 9 | – | – | – | – | – | 1. 0 | 1.0 | | Equity dividends paid | 11 | – | – | – | – | – | (1 8 8 .1) | (18 8 .1) | | Movement due to share buyback | 24 | – | – | – | – | (2 .1) | (176 . 6) | (17 8 . 7) | | Employee Benefit Trust purchase of own shares | 26 | – | – | – | – | (14 . 6) | – | (14 . 6) | | Transfer of vested awards from the share-based payment reserve | 26 | – | – | – | – | ( 7. 6 ) | 7. 6 | – | | Equity-settled employee share-based payments | 27 | – | – | – | – | 13 . 3 | – | 13 . 3 | | Share-based payments converted to cash-settled liabilities | 26 | – | – | – | – | (2 .4) | – | (2.4) | | At 31 May 2023 | | – | 1 25.8 | 12 0 . 8 | 59 0.0 | (16 . 9) | 1 ,1 9 4 . 9 | 2 , 014 . 6 | | At 1 June 2023 | | – | 12 5 . 8 | 12 0 . 8 | 59 0.0 | (16 . 9) | 1 ,1 9 4 . 9 | 2 , 014 . 6 | | Profit for the year and attributable to owners of the parent | | – | – | – | – | – | 3 0 7. 7 | 3 0 7. 7 | | Other comprehensive income/(loss) for the year | | – | – | (22 . 6) | – | 8.0 | – | (14 . 6) | | Total comprehensive income/(loss) for the year | | – | – | (22 .6) | – | 8.0 | 3 0 7. 7 | 2 9 3 .1 | | Tax recognised directly in equity on share-based payments | 9 | – | – | – | – | – | 1. 4 | 1. 4 | | Equity dividends paid | 11 | – | – | – | – | – | (1 78.3) | (1 7 8.3) | | Movement due to share buyback | 24 | – | – | – | – | 0.6 | (24 4 .7) | (2 4 4 .1) | | Employee Benefit Trust purchase of own shares | 26 | – | – | – | – | (13 . 3) | – | (13 . 3) | | Transfer of vested awards from the share-based payment reserve | 26 | – | – | – | – | (17. 4) | 17. 4 | – | | Equity-settled employee share-based payments | 27 | – | – | – | – | 16 . 7 | – | 16 . 7 | | Share-based payments converted to cash-settled liabilities | 26 | – | – | – | – | (0. 6) | – | (0 .6) | | At 31 May 2024 | | – | 12 5 . 8 | 98. 2 | 59 0.0 | (22 . 9) | 1, 0 9 8 . 4 | 1 ,889.5 | #### Consolidated Statement of Changes in Equity #### for the year ended 31 May 2024 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 121 ![]() IG Group Holdings plc Annual Report 2024 #### Consolidated Statement of Cash Flows #### for the year ended 31 May 2024 | | | | | | --- | --- | --- | --- | | | | | Year ended | | | | Year ended | 31 May 2023 | | | | 31 May 2024 | Restated 1 | | | Note | £m | £m | | Operating activities | | | | | Cash generated from operations 2 | 31 | 36 0.0 | 2 21. 4 | | Interest received on client funds | | 14 2 . 7 | 7 5.8 | | Interest paid on client funds | | (2 .8) | (1. 0) | | Income taxes paid | | (10 2 . 9) | (11 6 . 6 ) | | Net cash flows generated from operating activities | | 3 9 7. 0 | 17 9 . 6 | | Investing activities | | | | | Interest received | | 50.6 | 25 . 6 | | Purchase of property, plant and equipment | | (15 . 2) | (11 . 6 ) | | Payments to acquire and develop intangible assets | | (2 .3) | (14 . 6) | | Net proceeds from disposal of subsidiaries | | – | 1. 8 | | Net proceeds from disposal of investments in associates | | – | 0.2 | | Proceeds from sale of financial investments | | 2 51. 8 | 2 51. 7 | | Payments for purchase of financial investments | | (89. 9) | (4 77 .5) | | Net cash flow on acquisition of subsidiaries | | – | (4 . 8) | | Net cash flow on acquisition of other investments | | (0.6) | – | | Net cash flows generated from/(used in) investing activities | | 19 4 . 4 | (229. 2) | | Financing activities | | | | | Interest paid | | (18 . 0) | (12 . 2) | | Financing fees paid | | (3 .2) | (3. 2) | | Interest paid on lease liabilities | | (1. 3) | (0.5) | | Repayment of principal element of lease liabilities | | (6. 6) | ( 7.1) | | Payments made for share buyback | | (2 45. 6) | (17 5 . 2) | | Equity dividends paid to owners of the parent | 11 | (1 7 8.3) | (18 8 .1) | | Purchase of own shares held in Employee Benefit Trust | | (13 . 3) | (14 . 6) | | Net cash flows (used in) financing activities | | (466.3) | (40 0 . 9) | | Net increase/(decrease) in cash and cash equivalents | | 12 5 .1 | (450.5) | | Cash and cash equivalents at the beginning of the year | | 795 .2 | 1, 2 4 6 . 4 | | Impact of movement in foreign exchange rates | | (8 .0) | (0 .7) | | Cash and cash equivalents at the end of the year | 16 | 9 12 . 3 | 795 . 2 | 1 Refer to note 1(f) for further information 2 Cash generated from operations includes cash generated from both continuing and discontinued operations and excludes net interest on client funds. Financial Statements continued 122 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 #### Notes to the Financial Statements Financial Statements continued 1. General information and basis of preparation General information The Consolidated Financial Statements of IG Group Holdings plc and its subsidiaries (together the Group) for the year ended 31 May 2024 were authorised for issue by the Board on 24 July 2024 and the Consolidated Statement of Financial Position was signed on the Board’s behalf by Charles A. Rozes. IG Group Holdings plc is a public company limited by shares, which is listed on the London Stock Exchange and incorporated and domiciled in England and Wales. The address of the registered office is Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2YA. Basis of preparation (a) Compliance with UK-adopted International Accounting Standards The Consolidated Financial Statements have been prepared in accordance with UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. There were no unendorsed standards effective for the year ended 31 May 2024 affecting these Consolidated Financial Statements. These Financial Statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets and financial liabilities at fair value through other comprehensive income (FVOCI) and fair value through profit and loss (FVTPL). The accounting policies which have been applied in preparing the Consolidated Financial Statements for the year ended 31 May 2024 are disclosed in note 2. (b) Critical accounting estimates and judgements The preparation of these Financial Statements in conformity with UK-adopted International Accounting Standards requires the Group to make judgements, estimates and assumptions that affect the application of accounting policies and the amounts reported for assets and liabilities as at the reporting date, and the amounts reported for revenue and expenses during the year. The nature of estimates and judgements means that actual outcomes could differ from those estimates and judgements. In the Directors’ opinion, the only accounting estimate that has a material impact on the presentation or measurement of items recorded in the Consolidated Financial Statements is the following: Recoverable amount of US cash-generating unit (CGU) – The Group has estimated the recoverable amount of its US CGU, which includes goodwill of £497.2 million (31 May 2023: £509.2 million) and other acquisition-related intangibles. Key assumptions used in the value-in- use calculations include management cash flow forecasts, the discount rate and the long-term growth rate. The recoverable amount of the US CGU is sensitive to reasonably possible change in these assumptions. Further information regarding the assumptions and their associated sensitivities is provided in note 12. There are no accounting judgements that have a material impact on the presentation or measurement of items recorded in the Consolidated Financial Statement. (c) New accounting standards and interpretations There were no new standards, amendments or interpretations issued and made effective during the current year which have had a material impact on the Group, other than those outlined below. The Group has not early adopted any standard, interpretation or amendment that have been issued but is not yet effective. The IASB has published a number of amendments to accounting standards that are effective for annual reporting periods beginning on or after 1 January 2024. These include amendments published to IFRS 7 – Financial Instruments: Disclosures, IFRS 16 – Leases, IAS 1 – Presentation of Financial Statements, IAS 7 – Statement of Cash Flows and IAS 21 – The Effects of Changes in Foreign Exchange Rates. The Group has assessed the impact of these amendments and they are not expected to have a material impact on the Consolidated Financial Statements when adopted. On 20 June 2023, Finance (No.2) Act 2023 was substantively enacted in the UK, introducing a global minimum effective tax rate of 15.0%. The legislation implements a domestic top-up tax and a multinational top-up tax, effective for accounting periods starting on or after 31 December 2023. The Group has applied the exemption from recognising and disclosing information about deterred tax assets and liabilities related to top-up income taxes which is available in IAS 12 – Income Taxes. (d) Going concern The Directors have prepared the Consolidated Financial Statements on a going concern basis which requires the Directors to have 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 the Consolidated Financial Statements. The Group meets its day-to-day working capital requirements through its available liquid assets and debt facilities. The Group’s liquid assets exclude all monies held in segregated client money accounts. In assessing whether it is appropriate to adopt the going concern basis in preparing the Consolidated Financial Statements, the Directors have considered the resilience of the Group, taking account of its liquidity position and cash generation, the adequacy of capital resources, the availability of external credit facilities and the associated financial covenants, and stress testing of liquidity and capital adequacy that considers the principal risks faced by the business. The Directors’ assessment has considered future performance, solvency and liquidity over a period of at least 12 months from the date of approval of the Consolidated Financial Statements. The Board, following the review by the Audit Committee, has a reasonable expectation that the Group has adequate resources for that period, and confirms that they consider it appropriate to adopt the going concern basis in preparing the Group Financial Statements. 123 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 1. General information and basis of preparationcontinued (e) Other matters On 22 November 2023, the Group entered into a sponsorship agreement in respect of an arena located in the Aichi Prefecture in Japan, for a total consideration of £31.3 million (JPY 6,273.9 million). The agreement awards naming rights which meet the criteria for recognition as a lease under IFRS 16 – Leases. A right-of-use asset and a corresponding lease liability will be initially recognised upon the lease commencement date, expected to be in the summer of 2025. The Group has made a payment of £1.6 million (JPY 308.0 million) under the terms of this arrangement during the year. This is disclosed as a non-current prepayment as at 31 May 2024. (f) Restatement of comparatives Proceeds from sale of financial investments of £251.8 million (31 May 2023: £251.7 million) and payments for purchase of financial investments of £89.9 million (31 May 2023: £477.5 million) were presented on a net basis in prior year. However, in the current year these balances have been presented as separate line items in the Consolidated Statement of Cash Flows, in accordance with requirements of IAS 7 – Statement of Cash Flow. To ensure consistency with the current year, comparative figures have also been presented separately. 2. Material accounting policies The accounting policies adopted in the preparation of the Consolidated Financial Statements are consistent with those followed in the preparation of the Consolidated Financial Statements for the year ended 31 May 2023. Basis of consolidation Subsidiaries The Consolidated Financial Statements include the financial results of IG Group Holdings plc and the entities it controls (its subsidiaries) as listed in note 34. Subsidiaries are consolidated from the date on which the Group obtains control, up until the date on which Group’s control ceases. Control is achieved where the Group has existing rights that give it the ability to direct the activities that affect the Group’s returns and exposure, or rights to variable returns from the entity. The results, cash flows and final positions of the subsidiaries used in the preparation of the financial statements are prepared for the same reporting year as the parent company and are based on consistent accounting policies. Where necessary, adjustments are made to the results of subsidiaries to align the accounting policies used by subsidiaries with accounting policies used by the Group. All intercompany balances, income and expenses between the Group entities, including unrealised profits arising from them, are eliminated on consolidation. Business combinations Business combinations are accounted for using the acquisition method. On acquisition, the identifiable assets, liabilities and contingent liabilities of a subsidiary are measured at their fair values at the date of acquisition. The cost of an acquisition is measured at the fair value of consideration transferred, including an estimate of any contingent or deferred consideration. Contingent or deferred consideration is remeasured at each balance sheet date with periodic changes to the estimated liability recognised in the Consolidated Income Statement. Acquisition-related costs are expensed as they are incurred. Goodwill is initially measured as the excess of the consideration transferred over the fair values of identifiable net assets. If this consideration is lower than the fair values of identifiable net assets acquired, the difference is credited to the Consolidated Income Statement in the year of acquisition. 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. Investment in associates and joint ventures Associates are entities for which the Group has significant influence, but not control or joint control. Investments in associates are accounted for under the equity method, after initially being recognised at cost. The investment is adjusted for the Group’s share of the profit or loss after tax of the associates, which is recognised from the date that significant influence begins, up until the date that significant influence ceases. Investments in associates are assessed for impairment indicators at each reporting date. If such indicators exist, the recoverable amount is estimated to determine the extent of the impairment loss (if any). If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying value of the investment is reduced to its recoverable amount. Impairment losses are immediately expensed in the Consolidated Income Statement. Foreign currencies The functional currency of each entity in the Group is consistent with the primary economic environment in which the entity operates. Transactions in other currencies are initially recorded in the functional currency by applying spot exchange rates prevailing on the date of the transactions. Monetary assets and liabilities denominated in foreign currencies are revalued at the entity’s functional currency exchange rate prevailing at the balance sheet date. Gains and losses arising on revaluation are taken to trading revenue in the Consolidated Income Statement. Non-monetary assets and liabilities denominated in foreign currencies are translated at the rates prevailing at the date when the fair value was determined. 124 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 2. Material accounting policiescontinued The Group’s presentational currency is Sterling. In the Consolidated Financial Statements, the assets and liabilities of the Group’s overseas operations are translated into Sterling at exchange rates prevailing on the balance sheet date. Income and expense items are translated at the average exchange rates for the year. Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at closing rate. Foreign currency translation differences arising from the translation of overseas operations are recognised through other comprehensive income and in the translation reserve. On disposal of an overseas operation, exchange differences previously recognised in other comprehensive income are recycled to the Consolidated Income Statement as income or expense. Revenue recognition Trading revenue includes revenue arising from each of the Group’s four revenue generation models: OTC derivatives, exchange-traded derivatives, stock trading and investments. Revenue is shown net of sales taxes. Trading revenue is reported before introducing partner commission, betting duties and financial transaction taxes, which are disclosed separately as an expense in arriving at net operating income. Net trading revenue represents trading revenue after adjusting for introducing partner commission. OTC derivatives Revenue from OTC derivatives represents: i) fees paid by clients for spread, commission and funding charges in respect of the opening, holding and closing of financial spread bets, contracts for difference or options contracts, together with gains and losses for the Group arising on client trading activity; less ii) fees paid by the Group in spread, commissions and funding charges arising in respect of hedging the risk associated with the client trading activity and the Group’s currency exposures, together with gains and losses incurred by the Group arising on hedging activity. Open client and hedging positions are fair valued daily, with gains and losses arising on this valuation recognised in revenue. The policies and methodologies associated with the determination of fair value are disclosed in note 29. Revenue from OTC derivatives is recognised on a trade-date basis. Exchange-traded derivatives Revenue from exchange-traded derivatives represents: i) fee and commission income earned through facilitation of client trades; and ii) payment for order flow generated from execution partners who accept trades from client securities transactions. In addition to transaction fees, revenue from exchange-traded derivatives also includes gains or losses arising from the change in fair value of the Group’s market-making activity on its multilateral trading facility. Revenue from exchange-traded derivatives is recognised on a trade-date basis. Stock trading Revenue from stock trading represents fees and commission earned from client trades and the administration of client assets. Revenue is recognised in full on the date of the trade being placed or the fee being charged, except for custody fees which are accrued over the period for which the Group holds the stocks on behalf of its clients. Investments Revenue from investments represents management fees, which are earned as a percentage of assets under management. These are recognised over the period in which the service is provided. Interest income and expense Interest income and expense is accrued on a time basis, by reference to the principal amount outstanding and at the applicable interest rate. Interest income and expense on client funds held with banks and clearing brokers are included in net operating income, which is consistent with the nature of the Group’s operations. Finance income and costs All interest income and costs other than interest income and expense on segregated client funds, are disclosed within finance income and costs. The details of finance income and costs are disclosed in note 7 and note 8 respectively. Dividends Dividends declared but not yet distributed to the Company’s shareholders are recognised as a liability in the period in which the dividends are approved by the Company’s shareholders, as disclosed in note 11. Employee benefits Share-based payments The Company operates four employee share plans: a Share-Incentive Plan, a Sustained Performance Plan, a Medium-term Incentive Plan and a Long-term Incentive Plan. For market- based vesting conditions, the cost of these awards is measured at fair value calculated using option pricing models and are recognised as an expense in the Consolidated Income Statement on a straight-line basis over the vesting period based on the estimate of the number of shares that will vest. Details on the employee share plans is disclosed in note 27 of the Consolidated Financial Statements. For non-market-based vesting conditions, the cumulative expense is calculated representing the extent to which the vesting period has expired and management’s best estimate of the achievement or otherwise of non-market conditions determining the number of equity instruments that will ultimately vest. The movement in cumulative expense since the previous balance sheet date is recognised in the Consolidated Income Statement as part of operating expenses, with a corresponding credit to equity. Liabilities for the Group’s cash-settled portion of the Sustained Performance Plan are recognised as variable remuneration over the relevant service period and are remeasured at each balance sheet date until settlement. Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 125 ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 2. Material accounting policiescontinued The grant by the Company of options over its equity instruments to employees of the subsidiary undertakings in the Group is treated as a capital contribution. The fair value of the employee services received is recognised over the vesting period as an increase in the investment in subsidiary undertakings, with a corresponding credit to equity. Upon awards vesting, the cost of awards is transferred from the share-based payments reserve into retained earnings. Pension obligations The Group operates defined contribution schemes. Contributions are charged to the Consolidated Income Statement when they become payable according to the rules of the schemes. Once the contributions have been paid, the Group has no legal or constructive obligations to pay further contributions. Bonus schemes The Group calculates an accrual for bonuses based on specific financial and non-financial conditions and recognises an expense in the Consolidated Income Statement. Termination benefits Termination benefits are payable when an employment contract is terminated by the Group. The Group recognises termination benefits when the Group can no longer withdraw the offer of those benefits. Leases The Group’s leases are recognised as right-of-use assets with a corresponding lease liability from the lease commencement date. Leasing arrangements can contain both lease and non-lease components. The Group has elected to separate out the non-lease component and to account for these separately from the right-of-use assets. The lease liability is initially measured as the net present value of the following payments:  Fixed payments less any lease incentives  Variable lease payments dependent on an index or rate initially measured as at the commencement date  Amounts payable by the Group under residual value guarantees  Payments of penalties for terminating the lease Lease payments are discounted at the Group’s estimated secured incremental borrowing rate. This represents the cost to borrow funds in order to obtain similar valued right-of-use assets in a similar economic environment with similar terms and conditions. Right-of-use assets are measured at cost comprising:  Lease liability at initial recognition  Lease payments made at or before the commencement date less any lease incentives received  Initial direct costs  Restoration costs Right-of-use assets are depreciated over the duration of the lease term. Lease payments for low-value assets or with a period of 12 months or less are recognised on a straight-line basis as operating costs in the Consolidated Income Statement. Taxation The income tax expense represents the sum of tax currently payable and the movements in deferred tax. The current tax payable is based on taxable profit for the year. Taxable profit differs from accounting profit reported in the Consolidated Income Statement as it excludes items of income or expense taxable or deductible in other years and the items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates in the respective jurisdictions that have been enacted or substantively enacted by the balance sheet date. Deferred tax is accounted for on all temporary differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. In principle, deferred tax liabilities are 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. Such assets and liabilities are not recognised if the temporary difference arises from the initial recognition of other assets and liabilities (other than in a business combination) in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are recognised for taxable temporary differences arising on investments in subsidiaries, 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. The carrying amount of deferred tax assets is reviewed at each balance sheet date and if applicable reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax asset to be utilised. 126 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 2. Material accounting policiescontinued Deferred tax assets and liabilities are measured on an undiscounted basis at the tax rates that are expected to apply when the related asset is utilised or liability is settled, based on tax rates and laws enacted or substantively enacted at the balance sheet date. Deferred tax is charged or credited in the Consolidated Income Statement, except when it relates to the items accounted for directly in the equity or other comprehensive income, in which case the deferred tax is also charged or credited to the equity or other comprehensive income respectively. Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same tax authority and the Group intends to settle its current tax receivables and payables on a net basis. Property, plant and equipment Property, plant and equipment are carried at cost less accumulated depreciation and accumulated impairment losses. Cost comprises the aggregate amount paid and the fair value of any other consideration given to acquire the asset, including costs directly attributable to making the asset capable of operating as intended. Depreciation is provided on all property, plant and equipment at rates calculated to write–off the cost less estimated residual value based upon estimated useful lives. Estimated residual value and useful lives are reviewed annually and residual values are based on prices prevailing at the balance sheet date. Depreciation is charged to the Consolidated Income Statement on a straight-line basis over the expected useful lives as follows: Leasehold improvements – over the lease term of up to 15 years Office equipment, fixtures and fittings – 5 years Computer and other equipment – 2, 3 or 5 years Right-of-use assets – over the lease term of up to 15 years The carrying values of property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate the carrying value may not be recoverable, at which point they are written down immediately to their recoverable amount. The amount of write down is immediately charged to the Consolidated Income Statement. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. The gain or loss arising on derecognition is determined as the difference between the sale proceeds and carrying amount of the asset, and is immediately recognised in the Consolidated Income Statement. Goodwill Goodwill is carried at cost less any accumulated impairment losses, with the carrying value being reviewed for impairment at least annually, and whenever events or changes in circumstances indicate that the carrying value may be impaired. Goodwill is recognised as an asset and is allocated to CGUs by management for purposes of impairment testing. A CGU represents the smallest identifiable group of assets which generate cash inflows that are largely independent of the cash inflows from other assets or groups of assets. Where the recoverable amount of a CGU is less than its carrying amount, including goodwill, an impairment loss is recognised in the Consolidated Income Statement. The carrying amount of goodwill allocated to a CGU is taken into account when determining the gain or loss on disposal of a business unit, or of an operation within it. Intangible assets Intangible assets are carried at cost less accumulated amortisation and impairment losses. Intangible assets acquired separately from a business are carried initially at cost. An intangible asset acquired as part of a business combination, such as a trade name or customer relationship, is recognised at fair value and identified separately from goodwill if the asset is separable or arises from contractual or other legal rights and its fair value can be measured reliably. Development expenditure is recognised as an intangible asset only after all the following criteria are met:  The project’s assets are identifiable and under the Group’s control  The costs in relation to the project can be accurately measured  The project’s technical feasibility and commercial viability can be demonstrated  The availability of adequate technical and financial resources  Management’s intention to complete the project has been confirmed  Probable future economic benefit has been established Research and development expenditure on internally developed intangible assets, which do not meet this criteria is taken to the Consolidated Income Statement in the year in which it is incurred. Amortisation of intangible assets commence when it is brought into use. When management no longer intends to bring the asset into use, the costs capitalised to date are immediately expensed to the Consolidated Income Statement. Intangible assets with a finite life are amortised over their expected useful lives and charged to the Consolidated Income Statement on a straight-line basis, as follows: Internally developed software – 3 to 5 years Software and licences – over the contract term of up to 5 years Trade names – 2 to 15 years Customer relationships – 10 years Non-compete arrangements – over the contract term of up to 5 years Domain names – 10 years Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 127 ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 2. Material accounting policiescontinued The carrying value of intangible assets is reviewed for impairment whenever events or changes in circumstances arise indicating the carrying value may not be recoverable. Impairment of non-financial assets The Group carries out an assessment of its non-financial assets (at least annually) to ascertain whether events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). 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. The recoverable amount is the higher of fair value less selling costs 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. This rate reflects current market assessments of the time value of money, as well as the risks specific to the asset to the extent the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment losses are recognised as an expense in the Consolidated Income Statement immediately. An assessment is made at each balance sheet date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the recoverable amount is estimated and previously recognised impairment losses are reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as income in the Consolidated Income Statement immediately, although impairment losses relating to goodwill may not be reversed. Financial instruments Classification, recognition and measurement The Group determines the classification of its financial instruments at initial recognition in accordance with the following categories outlined under IFRS 9 – Financial Instruments and re-evaluates this designation annually. The classification of financial assets takes into consideration the Group’s business model for managing those financial assets and the nature of their contractual cash flows. When financial instruments are recognised initially, they are measured at fair value. In the case of financial assets and financial liabilities not at FVTPL, the fair value of these assets and liabilities is measured net of directly attributable transaction costs. Financial instruments are disclosed in note 29 of the Consolidated Financial Statements. (a) Financial assets and liabilities measured at FVTPL Financial assets and liabilities measured at FVTPL are financial assets and liabilities that are not classified and measured at amortised cost or as FVOCI. The financial assets and liabilities included in this category are the financial derivative open positions included in trade receivables (due from brokers), money market funds, trade payables (excluding amounts due to clients) and other investments. The Group uses derivative financial instruments in order to hedge derivative exposures arising from open client positions, which are also classified as FVTPL. All financial instruments at FVTPL are carried at fair value with gains or losses recognised in trading revenue in the Consolidated Income Statement. (b) Financial assets measured at amortised cost Financial assets measured at amortised cost are non-derivative financial assets which are held to collect the contractual cash flows. The contractual terms of the financial assets give rise to payments on specified dates that are solely payments of principal amount and interest on the principal amount outstanding. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period, which are classified as non-current assets. The Group’s financial assets measured at amortised cost comprise trade receivables (other than amounts due from brokers), other receivables, cash and cash equivalents and fixed term deposits that are categorised under financial investments. Interest on financial assets measured at amortised cost is included in finance income in Consolidated Income Statement using the effective interest rate method. The effective interest rate is either the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument. When calculating the effective interest rate, the Group estimates cash flows considering all contractual terms of the financial instrument but does not consider expected credit losses unless the asset is credit impaired. The calculation includes all fees and spreads paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs, and all other premiums or discounts. (c) Financial assets measured at FVOCI Financial assets measured at FVOCI are assets that are held to collect the contractual cash flows and to be sold. The contractual terms of these assets give rise to payments on specified dates that are solely payments of principal and interest on the principal amount outstanding. They are included in non-current assets unless the financial asset matures or management intend to dispose of them within 12 months of the end of the reporting period. The Group’s only FVOCI financial assets are its financial investments. Unrealised gains or losses, other than loss allowances for expected credit losses, arising from financial assets measured at FVOCI are reported in equity (in the FVOCI income reserve) and in other comprehensive income in Consolidated Statement of Comprehensive Income, until such assets are sold, collected or otherwise disposed of. On disposal of a financial asset, the accumulated unrealised gain or loss included in equity is recycled to the Consolidated Income Statement for the period and reported in gains/losses from FVOCI reserve on disposal of financial assets. Gains and losses on disposal are determined using the fair value of the asset at the date of derecognition. 128 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 2. Material accounting policiescontinued Interest on financial assets is included in finance income and calculated using the effective interest rate method. The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts through the expected life of the financial instrument. When calculating the effective interest rate, the Group estimates cash flows considering all contractual terms of the financial instrument but does not consider expected credit losses unless the asset is credit impaired. The calculation includes all fees and spreads paid or received between parties to the contract that are an integral part of the effective interest rate, transaction costs, and all other premiums or discounts. (d) Financial liabilities The Group’s financial liabilities include trade payables, lease liabilities, debt securities in issue and other payables. These are initially recognised at fair value less transaction fees. They are subsequently measured at amortised cost using the effective interest method, excluding the open derivative element of trade payables, which is measured at FVTPL. The interest expense is calculated at each reporting period by applying the effective interest rate, and the resulting charge is reflected in finance costs in the Consolidated Income Statement. (e) Determination of fair value Financial instruments arising from client positions, financial derivatives included in trade receivables (due from brokers), trade payables (excluding amounts due to clients), money market funds and financial investments are stated at fair value. They are disclosed according to the valuation hierarchy required by IFRS 13 – Fair Value Measurement. Fair values are predominantly determined by reference to third party market values. Fair value hierarchy levels 1 to 3 are based on the degree to which the inputs to the fair value calculations are observable:  Level 1 inputs are valued using unadjusted quoted prices in active markets for identical financial instruments  Level 2 inputs are those that make use of a price that is derived from significantly observable market data. For example, where an active market for an identical financial instrument to the product used by the Group to hedge its market risk does not exist. The fair values used in the valuation of these products are sometimes brokered values and may occur after the close of a market but before the measurement date. The effects of discounting are generally insignificant for these Level 2 financial instruments  Level 3 inputs are those that incorporate information other than observable market data The fair value hierarchy level of a financial instrument is the same level as the lowest level input that is significant to the measurement of the instrument’s fair value. Impairment of financial assets The Consolidated Income Statement includes a loss allowance reflecting the change in expected credit losses. Expected credit losses are recognised for trade receivables, cash and cash equivalents, other receivables and financial investments. Expected credit losses are calculated as the difference between the contractual cash flows that are due to the Group and the cash flows that the Group expects to receive given the probability of default and loss given default, discounted at the original effective interest rate. At initial recognition of financial assets, an allowance is made for expected credit losses resulting from default events that are possible within the next 12 months, except for where the simplified approach is used where an allowance is made for the lifetime expected credit loss. In the event of a significant increase in credit risk, an allowance is made for expected credit losses resulting from possible default events over the expected life of the financial asset. The Group applies the simplified approach for trade receivables and other receivables where the revenue associated with these receivables is recognised in accordance with IFRS 15 – Revenue from Contracts with Customers. The Group applies the general approach for all other financial assets. Financial assets that have not experienced a significant increase in credit risk are categorised as Stage 1 and 12-month expected credit losses are recognised; financial assets which are considered to have experienced a significant increase in credit risk since initial recognition are considered to be Stage 2; and financial assets which have defaulted or are otherwise considered to be credit impaired are allocated to Stage 3. Analysis of the credit risk for Group’s assets is disclosed in note 30 of the Consolidated Financial Statements. An assessment of whether credit risk has increased significantly considers changes in the credit rating associated with the asset, whether contractual payments are more than 30 days past due and other reasonable information demonstrating a significant increase in credit risk. In accordance with the Group’s internal credit risk management definition, financial instruments have a low credit risk when they have an external credit rating of investment grade. If no external credit rating is available, reference is made to the Group’s internal credit risk policy. Assets are transferred to Stage 3 when an event of default, as defined in the Group’s credit risk management policy, occurs or where the assets are credit impaired. The Group determines that a default occurs when a payment is 90 days past due for all assets, except for receivables from clients where it uses 120 days. This is aligned with the Group’s risk management practices. All changes in expected credit losses subsequent to the assets’ initial recognition are recognised as an impairment loss or gain. Financial assets are written off, either partially or in full, against the related allowance when the Group has no reasonable expectations of recovery of the asset. Subsequent recoveries of amounts previously written off decrease the amount of impairment losses recorded in the Consolidated Income Statement. Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 129 ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 2. Material accounting policiescontinued Derecognition of financial assets and liabilities A financial asset or liability is derecognised when the contract that gives rise to it is settled, sold, cancelled or expired. (a) Financial assets A financial asset is derecognised when the right to receive cash flows from the asset has expired; or the Group retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to a third party under a ‘pass-through’ arrangement; or the Group has transferred its right to receive cash flows from the asset and either has transferred substantially all the risks and rewards of the asset, or has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset. When the Group has transferred its right to receive cash flows from an asset and has neither transferred nor retained substantially all the risks and rewards of the asset nor transferred control of the asset, the asset is recognised to the extent of the Group’s continuing involvement in the asset. Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of the asset and the maximum amount of consideration that the Group could be required to repay as a result of the guarantee. (b) Financial liabilities A financial liability is derecognised when the obligation under the liability is discharged, cancelled or expires. Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability. On recognition of a new liability the difference in the respective carrying amounts together with any costs or fees incurred are recognised in Consolidated Income Statement. Offsetting financial instruments Amounts due from or to clients are offset, with the net amount reported in the Consolidated Statement of Financial Position. Similarly, amounts due from and to brokers are offset, also presented net on the Consolidated Statement of Financial Position. Amounts are offset where there is a legally enforceable right to offset the recognised amounts, and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the Group or the counterparty. Trade payables and receivables Trade payables represent balances with counterparties and clients where the combination of cash held on account and the valuation of financial derivative open positions result in an amount payable by the Group. Trade receivables represent balances with counterparties and clients where the combination of cash held on account and the valuation of financial derivative open positions results in an amount due to the Group. Trade receivables balances also include commissions and required deposits due from the Group’s broker-dealer counterparties. For trade receivables under IFRS 15 – Revenue from Contracts with Customers that do not contain a significant financing element, the Group has applied the simplified approach for measuring impairment. The expected lifetime credit loss is recognised at initial recognition of the financial asset, with the loss allowance calculated by reference to an ageing debt profile, adjusted for forward-looking information. Trade receivables are written off when there is objective evidence of non-collectability or when an event of default occurs. For all other trade receivables, the general approach has been applied for measuring impairment. Other assets Other assets represent cryptocurrency assets and rights to cryptocurrency assets controlled by the Group. The Group offers financial derivatives with cryptocurrencies as an underlying asset. The Group purchases and sells cryptocurrency assets as part of its hedging activity associated with this product offering. The Group holds cryptocurrency assets for trading in the ordinary course of its business, effectively acting as a commodity broker-dealer in respect of the underlying cryptocurrency asset because the salient features of these assets are, in economic terms, consistent with certain commodities under IAS 2 – Inventories, 3(b). The assets are recognised on trade date and measured at fair value less costs to sell, with changes in valuation being recorded in the Consolidated Income Statement in the period in which they arise. Cryptocurrency assets are not financial instruments, and they are categorised as non-financial assets. The Group also act as a broker for the custody and trade of cryptocurrency related assets. The Group does not provide custody or safeguarding services in relation to these assets. Customers are instead required to contract directly with a third party custodian for the custody of their cryptocurrency assets. The cryptocurrency assets where the Group acts as a broker are not recognised on the Consolidated Statement of Financial Position. Other receivables Other receivables are the financial assets which give rise to payments on specified dates that are solely payments of principal amount and interest on the principal amount outstanding. They are assets that have not been designated as FVTPL. Such assets are carried at amortised cost using the effective interest method if the time value of money is significant. For other receivables under IFRS 15 – Revenue from Contracts with Customers that do not contain a significant financing element, the Group applies a simplified approach for measuring impairment, similar to that of trade receivables. 130 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 2. Material accounting policiescontinued Prepayments Prepayments are assets with fixed or determinable payments made in advance for services or goods. They do not qualify as financial assets and are amortised over the period in which the economic benefit is expected to be consumed. Cash and cash equivalents Cash comprises of cash on hand and demand deposits which may be accessed within 90 days without penalty. Cash equivalents are short-term highly liquid investments that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value. This includes money market funds. The Group holds money on behalf of clients in accordance with the client money rules of the UK Financial Conduct Authority (FCA) and other regulatory bodies. Such monies are classified as either cash and cash equivalents or segregated client funds in accordance with the relevant regulatory requirements or legal protections attached to the monies. The Group deposits a certain amount of its own cash into segregated client money accounts as buffers to prevent shortfalls. As the Group retains rights to these balances, they are recognised on the Statement of Financial Position within trade receivables. These buffer balances do not meet the criteria for cash and cash equivalents. The majority of the Group’s cash balances are held with investment-grade banks. The Group considers the risk of default, and how adverse changes in economic and business conditions might impact the ability of the banks to meet their obligations. The Group assesses the expected credit losses on cash and cash equivalents on a forward-looking basis and whether there has been a significant increase in credit risk since initial recognition. Money market funds are mutual funds that invest in a diversified range of money market instruments, such as government owned instruments and short-term debt from highly credit rated counterparties. Money market funds are presented within cash and cash equivalents as they are short-term highly liquid investments that are readily convertible into known amounts of cash, they are subject to an insignificant risk of changes in value and they can be withdrawn without penalty. Segregated client funds are held in segregated client money accounts which are held off- balance sheet. The Group’s ability to control these funds is restricted by local client money regulations. Furthermore, the Group is not exposed to credit risk in the event of insolvency of the financial institutions in which the funds are held, nor is the Group able to use these funds for its own operations. Client funds are held by the Group when a client agrees that full ownership of such monies is unconditionally transferred to the Group. Accordingly, these funds are recognised within cash and cash equivalents with a corresponding liability to clients within trade payables. The Group has a notional multi-currency pooling arrangement (the Pool). Where there is no legally enforceable right to offset the amounts due to the Pool against the amounts due from the Pool across different currencies, nor is there an intention for settlement to take place on a net basis, the Group shows a gross presentation for these balances on the Consolidated Statement of Financial Position. The balance due to the Pool is included in other payables. Further details on the Pooling arrangement is disclosed in note 22 of the Consolidated Financial Statements. Other payables Non-derivative financial liabilities are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method if the time value of money is significant. Provisions Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation, and the amount can be reliably estimated. 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, are not recognised in the Consolidated Financial Statements but are disclosed unless the probability of settlement is remote. Contingent liabilities are assessed continually to determine whether an outflow of economic benefits has become probable. If it becomes probable that an outflow of future economic benefits will be required for an item previously dealt with as a contingent liability, a provision is recognised in the Consolidated Financial Statements of the period in which the change in probability occurs. Debt securities in issue Debt securities in issue are recognised initially at fair value. Subsequently, debt securities are measured at amortised cost, with any difference between net proceeds and the redemption value being recognised in the Consolidated Income Statement over the lifetime of the security using the effective interest rate method. Transaction fees are recognised on the Consolidated Income Statement. Share capital (a) Classification of shares as debt or equity When shares are issued, any component that creates a financial liability for the Group is presented as a liability on the Consolidated Statement of Financial Position; measured initially at fair value net of transaction costs and subsequently at amortised cost until extinguished on conversion or redemption. Dividends paid are charged as an interest expense in the Consolidated Income Statement. Equity instruments issued by the Company are recorded as the proceeds are received, net of direct issue costs. Equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities . Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 131 ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 2. Material accounting policiescontinued (b) Own shares held in Employee Benefit Trusts Shares held in Employee Benefit Trusts for the purposes of employee share schemes are classified as a deduction from shareholders’ equity and are recognised at cost. Consideration received for the sale of such shares is recognised in equity, with any difference between the proceeds from the sale and the cost being taken to reserves. No gain or loss is recognised in the Consolidated Income Statement on the purchase, sale, issue or cancellation of equity shares. (c) Equity arising from transactions with shareholders Upon entering into a contract with a bank or broker which includes an obligation for that bank or broker to acquire the Company’s own shares on its behalf, a financial liability is recognised at the present value of the amount payable to the bank or broker, taking into consideration the contractual terms of the broker agreement, with a corresponding debit to the share buyback reserve, which is included within other reserves. Following initial recognition, the financial liability is measured in accordance with the Group’s existing accounting policies for financial liabilities. The amount recognised in the share buyback reserve is reduced by the consideration paid for the purchase of own shares and transferred to retained earnings. The value of the Group’s issued share capital is reduced by the nominal value of the shares repurchased and transferred to the capital redemption reserve, which forms part of other reserves. Where the contract to repurchase shares expires prior to completing the repurchase, and incomplete delivery of the shares has taken place, the remaining balance recognised in the share buyback reserve is reversed along with the remaining financial liability. Any consideration paid to acquire own shares which exceeds the amount initially recognised is a transaction related cost and recognised directly in equity. 3. Segmental analysis The Executive Directors are the Group’s Chief Operating Decision Maker (CODM). Management has determined the reportable segments based on the information reviewed by the CODM for the purposes of allocating resources and assessing performance. The Group manages market risk and a number of other activities on a Group-wide portfolio basis and accordingly a large proportion of costs are incurred centrally. These central costs are not allocated to individual segments for decision-making purposes for the CODM, and, accordingly, these costs have not been allocated to segments. Additionally, the Group’s assets and liabilities are not allocated to individual segments and not reported as such for decision making purposes to the CODM. Therefore, the segmental analysis does not include a measure of profitability, nor a complete segmented balance sheet, as this would not reflect the information which is received by the CODM on a regular basis. The CODM are presented a view of total revenue split by product. Total revenue is an alternative performance measure which comprises net trading revenue and net interest on client funds. Total revenue by reportable segment Net trading revenue represents trading revenue that is generated from clients trading activities after deducting introducing partner commissions. Net interest on clients funds represents interest earned on client money balances after deducting interest paid to clients. These two amounts collectively make up total revenue. The CODM uses total revenue as the primary measure of performance of the segments. The CODM considers business performance from a product perspective, split into OTC derivatives, exchange-traded derivatives, stock trading and investments and net interest on clients funds. The products shown in the segmental analysis are aggregated where these products are economically similar in nature. The segmental breakdown of total revenue is as follows: | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | OTC derivatives | 681.0 | 782.0 | | Exchange-traded derivatives | 141.1 | 137.1 | | Stock trading and investments | 22.8 | 22.7 | | Net trading revenue | 844.9 | 941.8 | | Net interest on client funds | 142.4 | 80.8 | | Total revenue | 987.3 | 1,022.6 | 132 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 3. Segmental analysiscontinued The CODM also considers business performance based on geographical location. This geographical split reflects the location of the office that manages the underlying client relationships. | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Net trading revenue by geography: | | | | UK | 280.3 | 322.0 | | Australia | 84.7 | 99.8 | | Japan | 78.5 | 99.3 | | Singapore | 72.4 | 68.8 | | EMEA Non-EU | 47.8 | 55.3 | | Emerging markets | 36.7 | 39.5 | | UK, APAC & Emerging markets | 600.4 | 684.7 | | US | 143.2 | 140.9 | | EU | 101.3 | 116. 2 | | Net trading revenue | 844.9 | 941.8 | | Net interest on client funds – US | 75.6 | 50.4 | | Net interest on client funds – Other | 66.8 | 30.4 | | Total revenue | 987.3 | 1,022.6 | The Group does not derive more than 10.0% of revenue from any one single client. The segmental breakdown of non-current assets excluding financial investments, other investments and deferred tax assets, based on geographical location is as follows: | | | | | --- | --- | --- | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | US | 716.5 | 770.7 | | UK | 133.3 | 152.6 | | EMEA Non-EU | 9.1 | 4.7 | | EU | 8.0 | 5.7 | | Japan | 2.4 | 1.9 | | Australia | 2.3 | 0.4 | | Singapore | 1.1 | 0.3 | | Emerging markets | – | 0.1 | | Total non-current assets | 872.7 | 936.4 | 4. Operating costs | | | | | | --- | --- | --- | --- | | | | Year ended | Year ended | | | | 31 May 2024 | 31 May 2023 | | | Note | £m | £m | | Fixed remuneration | | 215.4 | 193.0 | | Variable remuneration | | 52.8 | 55.6 | | Employee-related expenses | | 268.2 | 248.6 | | Advertising and marketing | | 83.1 | 93.5 | | Depreciation, amortisation and impairment | 13,14 | 75.8 | 61.6 | | IT, market data and communications | | 57.3 | 51.9 | | Trading related costs | | 36.8 | 38.7 | | Legal and professional costs | | 33.8 | 25.8 | | Premises-related costs | | 10.6 | 10.8 | | Regulatory fees | | 5.4 | 8.5 | | Other costs | | 33.1 | 44.4 | | Total operating costs from continuing operations | | 604 .1 | 583.8 | | Total operating costs from discontinued operations | | – | 0.2 | During FY24, the Group announced measures to streamline operations and reduce headcount. As at 31 May 2024, the Group has recognised a provision for redundancy compensation of £7.6 million on the balance sheet and an expense of £12.6 million has been recognised within fixed remuneration costs. Premises related costs include £0.2 million (31 May 2023: £0.6 million) short-term operating leases which do not meet the criteria to be capitalised as right-of-use assets. Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 133 ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 5. Auditors’ remuneration | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Audit fees 1 | | | | Parent company and consolidated financial statements | 1.7 | 1.3 | | Subsidiaries | 1.5 | 1.4 | | Total audit fees | 3.2 | 2.7 | | Audit related fees | | | | Services supplied pursuant to legislation | 0.6 | 0.6 | | Total audit related fees | 0.6 | 0.6 | | Non-audit fees | | | | Other services | 0.2 | 0.2 | | Total non-audit fees | 0.2 | 0.2 | 1 Included in the balances above, are adjustments made to the audit fees after completion of audits. Audit related fees include services provided by the Group’s auditors, that are specifically required by legislation or regulation, and other audit related assurance services. The amounts stated in the table above are exclusive of value-added tax. 6. Staff costs Staff costs for the year, including Executive Directors, were as follows: | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Wages and salaries | 186.9 | 165.5 | | Performance-related bonuses | 30.0 | 34.3 | | Social security costs | 21.6 | 23.2 | | Share-based payments | 18.0 | 15.1 | | Pension costs | 11.7 | 10.5 | | Total staff costs | 268.2 | 248.6 | The Group does not operate any defined benefit pension schemes. Pension costs includes employee-nominated payments to defined contribution schemes and Company contributions. The Directors’ remuneration for the years ended 31 May 2024 and 31 May 2023 are set out in the Directors’ Remuneration Report on pages 89 to 105. The average monthly number of employees, including Executive Directors, split into the key activity areas was as follows: | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | Technology and change management | 1,160 | 1,119 | | Support functions | 440 | 416 | | Sales and client management | 405 | 426 | | Marketing | 370 | 362 | | Trading and operations | 342 | 342 | | | 2,717 | 2,665 | 7. Finance income | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Bank interest receivable | 14.7 | 7.5 | | Interest receivable on cash held at brokers | 17. 2 | 5.9 | | Interest receivable on financial investments | 14.7 | 9.1 | | Interest receivable on money market funds | 13.1 | 7. 6 | | Other interest | 0.2 | 0.1 | | | 59.9 | 30.2 | 8. Finance costs | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Interest and fees on debt securities | 9.9 | 10.0 | | Interest payable on client funds | 4.6 | – | | Interest payable to brokers | 4.4 | 2.2 | | Interest and fees on revolving credit facility | 2.9 | 2.7 | | Bank interest payable | 1.5 | 0.6 | | Interest payable on lease liabilities | 1.3 | 0.5 | | Interest and fees on sale and repurchase agreements | 0.2 | 0.2 | | | 24.8 | 16.2 | 134 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 9. Taxation Tax on profit on ordinary activities Tax charged in the Consolidated Income Statement: | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Current income tax: | | | | UK corporation tax | 68.9 | 75.1 | | Non-UK corporation tax | 34.6 | 24.3 | | Adjustment in respect of prior years | 2.0 | (6.1) | | Total current income tax | 105.5 | 93.3 | | Deferred income tax: | | | | Origination and reversal of temporary differences | (8.4) | (7. 4) | | Adjustment in respect of prior years | (2.8) | 0.8 | | Impact of change in tax rates on deferred tax balances | (1.2) | (0.1) | | Total deferred income tax | (12.4) | (6.7) | | Total tax expense | 93.1 | 86.6 | | Tax expense attributable to: | | | | Continuing operations | 93.1 | 86.2 | | Discontinued operations | – | 0.4 | | Tax expense not charged to Consolidated Income Statement: | | | | Tax recognised in other comprehensive expense | 2.2 | (6.2) | | Tax recognised directly in equity | (1.4) | (1.0) | Reconciliation of the total tax expense The standard UK corporation tax rate for the year ended 31 May 2024 is 25.0% (31 May 2023: 20.0%). Taxation outside the UK is calculated at the rates prevailing in the relevant jurisdictions. The tax expense in the Consolidated Income Statement for the year can be reconciled as set out below: | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Profit before taxation | | | | From continuing operations | 400.8 | 449.9 | | From discontinued operations | – | 1.7 | | Total profit before tax | 400.8 | 451.6 | | Profit before tax multiplied by the UK standard rate | | | | of corporation tax of 25.0% (31 May 2023: 20.0%) | 100.2 | 90.3 | | Expenses not deductible for tax purposes | 3.0 | 1.6 | | Current year losses not recognised as deferred tax assets | 1.2 | 0.3 | | Adjustment in respect of prior years | 0.3 | (5.3) | | Patent Box deduction | (7.0) | (3.2) | | Recognition and utilisation of losses previously not recognised | (2.8) | (0.4) | | Impact of change in tax rates on deferred tax balances | (1.2) | (0.1) | | Impact of overseas tax rates | (0.6) | 3.4 | | Total tax expense attributable to: | 93.1 | 86.6 | | Continuing operations | 93.1 | 86.2 | | Discontinued operations | – | 0.4 | The effective tax rate for the year is 23.2% (31 May 2023: 19.2%). The deferred tax assets and liabilities have been assessed at the tax rates that are expected to apply when the related asset is realised or liability settled. Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 135 ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 9. Taxationcontinued Deferred income tax assets | | | | | --- | --- | --- | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Tax losses available for offset against future profits | 4.5 | 3.8 | | Temporary differences arising on share-based payments | 4.4 | 4.8 | | Temporary differences arising on fixed assets | – | 1.1 | | Other temporary differences | 15.7 | 13.5 | | | 24.6 | 23.2 | Deferred income tax liabilities | | | | | --- | --- | --- | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Temporary differences arising on business combinations | (47. 8) | (57. 6 ) | | Temporary differences arising on fixed assets | (1.3) | (0.2) | | Other temporary differences | (2.2) | (3.0) | | | (51.3) | (60.8) | Deferred income tax recovery | | | | | --- | --- | --- | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Deferred tax assets to be recovered within 12 months | 9.8 | 4.4 | | Deferred tax assets to be recovered after 12 months | 14.8 | 18.8 | | | 24.6 | 23.2 | Deferred income tax settlement | | | | | --- | --- | --- | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Deferred tax liabilities to be settled within 12 months | (8.4) | (7. 4) | | Deferred tax liabilities to be settled after 12 months | (42.9) | (53.4) | | | (51.3) | (60.8) | The recognised deferred tax asset reflects the extent to which it is considered probable that future taxable profits can be offset against the tax losses carried forward. Share-based payment awards have been charged to the Consolidated Income Statement but are not allowable as a tax deduction until the awards are exercised. The excess of the expected tax relief in future years over the amount charged to the income statement is recognised as a credit directly to equity. Unrecognised deferred tax assets | | | | | | --- | --- | --- | --- | | | | 31 May 2024 | | | | Gross | | | | | unrecognised | | | | | losses for tax | | | | | purposes | Tax value of loss | | | | £m | £m | Expiry date | | Overseas trading losses | 6.0 | 1.4 | N/A | | UK capital losses | 23.5 | 5.9 | N/A | | | 29.5 | 7. 3 | | | | | | | | --- | --- | --- | --- | | | | 31 May 2023 | | | | Gross | | | | | unrecognised | | | | | losses for tax | | | | | purposes | Tax value of loss | | | | £m | £m | Expiry date | | Overseas trading losses | 16.1 | 4.1 | N/A | | UK capital losses | 23.5 | 5.9 | N/A | | | 39.6 | 10.0 | | The Group has an unrecognised deferred tax asset of £7.3 million (31 May 2023: £10.0 million) in respect of prior and current year losses, the recoverability of which is dependent on sufficient taxable profits of the entities. The movement in the deferred income tax assets included in the Consolidated Statement of Financial Position is as follows: | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | At the beginning of the year | 23.2 | 17.5 | | Tax credited/(charged) to the Income Statement | 4.5 | (0.3) | | Tax (charged)/credited to other comprehensive expense | (2.2) | 6.2 | | Tax credited directly to equity | 0.1 | 0.6 | | Impact of movements in foreign exchange rates | 0.1 | – | | Reallocations between deferred tax assets and liabilities | (1.1) | (0.8) | | At the end of the year | 24.6 | 23.2 | 136 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 9. Taxationcontinued The movement in the deferred income tax liability included in the Consolidated Statement of Financial Position is as follows: | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | At the beginning of the year | (60.8) | (67. 2) | | Amounts arising on acquisitions in the year | – | (0.6) | | Tax credited to the income statement | 7. 9 | 7.0 | | Impact of movements in foreign exchange rates | 0.5 | (0.8) | | Reallocations between deferred tax assets and liabilities | 1.1 | 0.8 | | At the end of the year | (51.3) | (60.8) | Factors affecting the tax charge in future years Factors that may affect the Group’s future tax charge include the geographic location of the Group’s earnings, the tax rates in those locations, changes in tax legislation, the recognition of previously unrecognised tax losses and the resolution of open tax issues. The Group’s future tax charge may also be impacted by changes in the Group’s business activities, client composition and regulatory status, which could impact the Group’s exemption from the UK Bank Corporation Tax Surcharge. The calculation of the Group’s total tax charge involves a degree of estimation and judgement with respect to the recognition of deferred tax assets, which are dependent on the Group’s estimation of future profitable income, transfer pricing and of certain items whose tax treatment cannot be finally determined until resolution has been reached with the relevant tax authority. The Group operates in a number of jurisdictions worldwide, and tax laws in those jurisdictions are themselves subject to change. The OECD Pillar 2 global minimum tax rules come into force for the Group from 1 June 2024. The tax footprint of the Group is such that the Pillar 2 rules are not expected to have a material impact on the Group’s tax charge as there is currently insignificant activity in low tax jurisdictions. The Group has applied the exception under IAS 12 – Income taxes to recognising and disclosing information about deferred taxes related to Pillar 2 and therefore, there was no impact on the recognition and measurement of deferred tax balances as a result of the legislation being substantively enacted. The Group determines its tax liability by taking into account its tax risks and it makes provision for those matters where it is probable that a tax liability will arise. Tax payable may ultimately be materially more or less than the amount already accounted for. 10. Earnings per ordinary share Basic earnings per ordinary share is calculated by dividing the profit for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares in issue during the year, excluding shares held as own shares in the Group’s Employee Benefit Trusts. Diluted earnings per ordinary share is calculated using the same profit figure as used in basic earnings per ordinary share and by adjusting the weighted average number of ordinary shares assuming the vesting of all outstanding share scheme awards. | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | Profit attributable to owners of the parent (£m) | 307.7 | 365.0 | | Weighted average number of shares: | | | | Basic | 387,771,781 | 418,693,685 | | Dilutive effect of share-based payments | 4,648,739 | 3,869,357 | | Diluted | 392,420,520 | 422,563,042 | | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | Basic earning per ordinary share | 79.4p | 87. 2 p | | – Attributable to continuing operations | 79.4p | 86.9p | | – Attributable to discontinued operations | 0.0p | 0.3p | | Diluted earning per ordinary share | 78.4p | 86.4p | | – Attributable to continuing operations | 78.4p | 86.1p | | – Attributable to discontinued operations | 0.0p | 0.3p | Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 137 ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 11. Dividends paid and proposed | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Final dividend for FY23 at 31.94 pence per share (FY22: 31.24p) | 126.7 | 133. 2 | | Interim dividend for FY24 at 13.56 pence per share (FY23: 13.26p) | 51.6 | 54.9 | | | 178.3 | 188 .1 | The final dividend for the year ended 31 May 2024 of 32.64 pence per share was approved by the Board on 24 July 2024 and has not been included as a liability at 31 May 2024. This dividend will be paid on 17 October 2024, following approval at the Company’s Annual General Meeting (AGM), to those members on the register at the close of business on 20 September 2024. 12. Goodwill The movement in the goodwill balance for the year is as follows: | | | | | --- | --- | --- | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | At the beginning of the year | 611.0 | 604.7 | | Impact of foreign exchange movement | (12.0) | 6.3 | | At the end of the year | 599.0 | 611.0 | Goodwill has been allocated for impairment testing purposes to the CGUs as follows: | | | | | --- | --- | --- | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | US | 497. 2 | 509.2 | | UK | 100.9 | 100.9 | | South Africa | 0.8 | 0.8 | | Australia | 0.1 | 0.1 | | | 599.0 | 611. 0 | Goodwill arose as follows:  US – from the acquisition of tastytrade on 28 June 2021  UK – from the reorganisation of the UK business on 5 September 2003  South Africa – from the acquisition of Ideal CFDs on 1 September 2010  Australia – from the acquisition of the non-controlling interest in IG Australia Pty Limited in the year ended 31 May 2006 Impairment testing The Group’s goodwill balance has been subject to a full impairment assessment and there has not been any impairment recognised for the four CGUs (31 May 2023: £nil). For the purposes of the Group’s impairment testing of goodwill, the carrying amount of each CGU is compared to the estimated recoverable amount of the relevant CGU and any deficits are considered impairments requiring recognition in the year. The carrying amount of a CGU includes only those assets that can be attributed directly to it, or allocated on a reasonable and consistent basis. The estimated recoverable amount for each CGU is based upon the higher of the value-in-use (VIU) and the Fair Value Less Cost of Disposal (FVLCD) for each CGU. For all CGUs, the recoverable amount was higher than the carrying value and was determined using the VIU method. The Group’s largest goodwill balance is associated with the US CGU. Key assumptions used in the calculation of the recoverable amount of the US CGU The key assumptions for the VIU calculations are those regarding the future cash flow projections, long-term growth rate, and the discount rate. Future cash flow projections: The future cash flow projections of seven years were based on the most recent financial forecasts considered for the US CGU. The future cash flow projections cover a period of four years, reflecting the period over which the North American Board strategically assess performance. A declining growth rate of 14.0% to 6.0% was used to extrapolate net trading revenue in the final year of the four-year forecast period for a further three years, as the US business is not expected to reach a steady state growth rate by the end of year four. The terminal value was calculated based on the seventh year. The cash flow projections take into account historical performance, together with the Group’s views on future achievable growth relating to growth of market share and increased client acquisition. Key assumptions are the projected annual growth of net trading revenue and EBITDA margin. Net trading revenue growth is driven by increasing client numbers based on assumptions relating to acquisition, conversion and retention of clients. EBITDA margin is based on net trading revenue, interest on client money and cost assumptions. Interest on client money is based on our expectation of future longer term interest rates and increases in total client money balances as the underlying client base increases during the forecasted period. Revenue related costs are forecasted to increase over the four year period, whilst operating costs such as marketing and headcount expenditure are expected to grow to support the future growth in revenue. The cash flow projections also take into account assumptions relating to working capital requirements and capital expenditure. 138 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 12. Goodwillcontinued Long-term growth: The long-term growth is used to extrapolate the cash flows to perpetuity for the US CGU. A long-term growth rate of 2.0% (31 May 2023: 2.0%) has been applied to derive a terminal value based on the cash flows in year seven. Discount rates: The discount rate used to calculate the recoverable amount of the US CGU is based on a post-tax weighted average cost of capital (WACC). The discount rate depends on a number of inputs reflecting the current market assessment of the time value of money, determined by external market information, and inputs relating to the risks associated with the cash flows which are subject to management’s judgement. A pre-tax discount rate is derived from the post-tax WACC. The pre-tax discount rate applied to the seven-year cash flow period and thereafter is 20.8% (31 May 2023: 19.6%). The year-on-year movement in the discount rate is as a result of rising interest rates and the change in the weighting between cost of equity and debt. Sensitivity to changes in key assumptions The recoverable amount exceeds the carrying amount of the cash-generating unit. The impact of sensitivities to reasonable changes in a single variable and the change required to reduce headroom to nil are shown in the tables below. The VIU calculation has been subject to a sensitivity analysis reflecting reasonable changes in individual key assumptions. The below table shows the impact of reasonable changes in individual key assumptions for the cash flow period for 31 May 2024. There is sufficient headroom in the recoverable amount of the CGU based on the assumptions made. | | | | | | | --- | --- | --- | --- | --- | | | | Reduction in | | | | | | recoverable | | | | | Sensitivity | amount | Impairment | Changes required to reduce | | FY24 Assumption | applied | £m | £m | headroom to nil | | Net trading revenue rate | (5.0)% | (131.1) | nil | 12.0% underperformance | | EBITDA margin | (10.0)% | (101.2) | nil | 14.4% underperformance | | Discount rates | 0.5% | (34.8) | nil | 7.0% increase | | Long-term growth rate | (0.5)% | (20.6) | nil | 7.9% reduction | | | | | | | | --- | --- | --- | --- | --- | | | | Reduction in | | | | | | recoverable | | | | | Sensitivity | amount | Impairment | Changes required to reduce | | FY23 Assumption | applied | £m | £m | headroom to nil | | Net trading revenue rate | (5.0)% | (104.7) | (77.7) | 1.2% underperformance | | EBITDA margin | (10.0)% | (85.1) | (58.1) | 3.2% underperformance | | Discount rates | 0.5% | (29.3) | (2.3) | 0.6% increase | | Long-term growth rate | (0.5)% | (17.9) | nil | 0.8% reduction | Key assumptions used in the calculation of the recoverable amount of CGUs excluding US Future cash flow projections: The Group has changed their approach to financial planning, with a shorter forecasting period being used in response to factors both driven by, and impacting, the industry. The future cash flow projections now cover a period of three years, reflecting the period over which the Group Board strategically assess performance. Projected revenue is based on assumptions relating to client acquisition and trading activity, and assumptions on interest earned on client funds. Projected costs are based on assumptions relating to revenue related costs, including trading and client transaction fees, and structural costs. Projected profitability takes into account historical performance and the Group’s knowledge of the current market, together with the Group’s views on the future achievable growth. Regional long-term growth: Regional long-term growth is used to extrapolate the cash flows to perpetuity for each CGU. After a management forecast period of three years, a long-term growth rate of 2.0% (31 May 2023: 2.0%) has been applied to the cash flows to derive a terminal value. Discount rates: The discount rates used to calculate the recoverable amount of each CGU are based on a post-tax WACC which is specific to each geographical region. The discount rate depends on a number of inputs reflecting the current market assessment of the time value of money, determined by external market information, and inputs relating to the risks associated with the cash flow of each individual CGU which are subject to management’s judgement. The post-tax WACC is grossed up to a pre-tax discount rate. The pre-tax discount rate applied to calculate the recoverable amount of each CGU is as follows: | | | | | --- | --- | --- | | | 31 May 2024 | 31 May 2023 | | UK | 14.1% | 14.0% | | South Africa | 19.6% | 21.0% | | Australia | 15.3% | 16.0% | Sensitivity to changes in key assumptions excluding the US CGU The VIU calculation has been subject to a sensitivity analysis reflecting reasonable changes in individual key assumptions. For all goodwill balances, there is sufficient headroom in the recoverable amount of the CGU based on the assumptions made, and there is no reasonably likely scenario under which material impairment could be expected to occur based on the testing performed. Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 139 ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 13. Intangible assets | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | Internally | | | | | | Customer | | Non-compete | developed | | Software and | | | | relationships | Trade names | agreements | software | Domain names | licences | Total | | | £m | £m | £m | £m | £m | £m | £m | | Cost | | | | | | | | | At 1 June 2022 | 179.4 | 62.4 | 31.6 | 64.1 | 37. 0 | 33.6 | 4 08.1 | | Additions | – | – | – | 7.0 | – | 7.6 | 14.6 | | Additions – business acquisition | – | – | – | 8.0 | – | – | 8.0 | | Disposals | – | – | – | (2.8) | – | (11.7) | (14.5) | | Impact of movements in foreign exchange rates | 2.3 | 0.8 | 0.4 | 0.1 | 0.1 | – | 3.7 | | At 31 May 2023 | 181.7 | 63.2 | 32.0 | 76.4 | 37.1 | 29.5 | 419.9 | | At 1 June 2023 | 181.7 | 63.2 | 32.0 | 76.4 | 37.1 | 29.5 | 419.9 | | Additions | – | – | – | 1.4 | – | 0.9 | 2.3 | | Disposals | – | – | – | (1.2) | – | (10.7) | (11.9) | | Write–offs | – | – | – | (3.1) | – | – | (3.1) | | Impact of movements in foreign exchange rates | (4.3) | (1.5) | (0.8) | (0.7) | – | (0.1) | (7.4) | | At 31 May 2024 | 177.4 | 61.7 | 31.2 | 72.8 | 37.1 | 19.6 | 399.8 | | Accumulated amortisation and impairment | | | | | | | | | At 1 June 2022 | 17.5 | 3.7 | 5.8 | 37.4 | 22.3 | 29.3 | 116 . 0 | | Charge for the year | 17.3 | 4.4 | 6.6 | 7.1 | 3.7 | 3.2 | 42.3 | | Disposals | – | – | – | (2.8) | – | (11.7 ) | (14.5) | | Impact of movements in foreign exchange rates | (0.2) | (0.1) | (0.1) | (0.1) | 0.1 | – | (0.4) | | At 31 May 2023 | 34.6 | 8.0 | 12.3 | 41.6 | 26.1 | 20.8 | 143.4 | | At 1 June 2023 | 34.6 | 8.0 | 12.3 | 41.6 | 26.1 | 20.8 | 143.4 | | Charge for the year | 18.1 | 4.2 | 6.3 | 8.8 | 2.9 | 4.4 | 44.7 | | Disposals | – | – | – | (0.4) | – | (10.6) | (11. 0) | | Impairment | – | – | – | – | 8.1 | – | 8.1 | | Impact of movements in foreign exchange rates | (1.0) | (0.2) | (0.4) | (0.3) | – | (0.1) | (2.0) | | At 31 May 2024 | 51.7 | 12.0 | 18.2 | 49.7 | 37.1 | 14.5 | 183.2 | | Net book value – 31 May 2023 | 147.1 | 55.2 | 19.7 | 34.8 | 11.0 | 8.7 | 276.5 | | Net book value – 31 May 2024 | 125.7 | 49.7 | 13.0 | 23.1 | – | 5.1 | 216.6 | 140 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 14. Property, plant and equipment | | | | | | | | --- | --- | --- | --- | --- | --- | | | | Office equipment, | | | | | | Leasehold | fixtures and | Computer and | Right-of-use | | | | improvements | fittings | other equipment | assets | Total | | | £m | £m | £m | £m | £m | | Cost | | | | | | | At 1 June 2022 | 24.1 | 7.1 | 55.3 | 36.6 | 123.1 | | Additions | 0.4 | 0.4 | 10.8 | 8.9 | 20.5 | | Additions – business acquisition | 0.2 | 0.5 | – | – | 0.7 | | Disposals | (0.6) | (0.2) | (2.1) | (4.4) | (7. 3) | | Impact of movements in foreign exchange rates | – | (0.2) | (0.4) | (0.3) | (0.9) | | At 31 May 2023 | 24.1 | 7.6 | 63.6 | 40.8 | 136 .1 | | At 1 June 2023 | 24 .1 | 7.6 | 63.6 | 40.8 | 136.1 | | Additions | 2.1 | 0.9 | 12.2 | 10.7 | 25.9 | | Disposals | (8.7) | (2.0) | (25.0) | (11.1) | (46.8) | | Transfers | (0.2) | (0.5) | 0.7 | – | – | | Impact of movements in foreign exchange rates | (0.2) | (0.1) | (0.5) | (0.7) | (1.5) | | At 31 May 2024 | 17.1 | 5.9 | 51.0 | 39.7 | 113.7 | | Accumulated depreciation | | | | | | | At 1 June 2022 | 20.4 | 6.2 | 43.2 | 16.7 | 86.5 | | Charge for the year | 1.7 | 0.5 | 8.5 | 8.0 | 18.7 | | Disposal | (0.5) | (0.2) | (1.4) | (2.2) | (4.3) | | Impact of movements in foreign exchange rates | (0.1) | (0.4) | (0.2) | (0.2) | (0.9) | | At 31 May 2023 | 21.5 | 6.1 | 5 0.1 | 22.3 | 100.0 | | At 1 June 2023 | 21.5 | 6.1 | 50.1 | 22.3 | 100.0 | | Charge for the year | 1.3 | 0.5 | 9.9 | 7. 2 | 18.9 | | Disposals | (8.7) | (2.0) | (24.7) | (11.0) | (46.4) | | Impact of movements in foreign exchange rates | (0.1) | (0.1) | (0.1) | (0.3) | (0.6) | | At 31 May 2024 | 14.0 | 4.5 | 35.2 | 18.2 | 71.9 | | Net book value – 31 May 2023 | 2.6 | 1.5 | 13.5 | 18.5 | 36.1 | | Net book value – 31 May 2024 | 3.1 | 1.4 | 15.8 | 21.5 | 41.8 | Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 141 ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 15. Financial investments | | | | | --- | --- | --- | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | UK Government securities | 460.7 | 606.4 | | Split as: | | | | Non-current portion | 351.4 | 379.6 | | Current portion | 109.3 | 226.8 | The Group held £345.0 million UK Government securities as at 31 May 2024 (31 May 2023: £372.3 million) to satisfy margin requirements. The Group also held £139.2 million (31 May 2023: £35.0 million) of financial assets as collateral from certain brokers, which are not recognised on balance sheet. 16. Cash and cash equivalents | | | | | --- | --- | --- | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Cash at bank | 622.6 | 627.4 | | Money market funds | 360.6 | 171.1 | | | 983.2 | 798.5 | The Group’s Swiss banking subsidiary, IG Bank S.A., is required to protect customer deposits under the FINMA Privileged Deposit Scheme. At 31 May 2024, IG Bank S.A. was required to hold £34.7 million (31 May 2023: £34.8 million) to satisfy this requirement. This amount, which represents restricted cash, is included in the cash at bank balance in the table above. Segregated client funds and client funds invested in qualifying money market funds amounted to £2,282.6 million as at 31 May 2024 (31 May 2023: £2,303.9 million). Included within these balances is £226.2 million (31 May 2023: £232.5 million) of segregated client funds for customers of the Group’s Japanese subsidiary, IG Securities Limited. Under Japanese law, the Group is liable for any credit losses suffered by clients on the segregated client money balance. The Group also holds similar balances in its German subsidiary, IG Europe GmbH, where under German law the Group is liable for credit losses suffered by clients on segregated client money balances, above the deposit protection insurance offered by the local financial regulator. The Group’s exposure against these balances amounted to £158.4 million as at 31 May 2024 (31 May 2023: £95.4 million). Both these amounts are held off-balance sheet due to the Group being unable to use these client funds. The interest received on segregated client funds is included within net operating income. Reconciliation to Consolidated Statement of Cash Flows | | | | | | --- | --- | --- | --- | | | | 31 May 2024 | 31 May 2023 | | | Note | £m | £m | | Cash and cash equivalents as per Consolidated | | | | | Statement of Financial Position | | 983.2 | 798.5 | | Amounts due to the Pool | 22 | (70.9) | (3.3) | | Balance as per Consolidated Statement of Cash Flows | | 912.3 | 795.2 | 17. Trade receivables | | | | | --- | --- | --- | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Amounts due from brokers | 456.0 | 486.6 | | Own funds in client money | 49.4 | 79.4 | | Amounts due from clients | 2.9 | 4.4 | | | 508.3 | 570.4 | Amounts due from brokers represent balances with brokers and execution partners where the combination of cash held on account and the valuation of financial derivative open positions, or unsettled trade receivables, results in an amount due to the Group. Own funds in client money represent the Group’s own cash held in segregated clients bank accounts, in accordance with the FCA CASS rules and similar rules of other regulators in whose jurisdiction the Group operates and includes £16.0 million (31 May 2023: £24.7 million) to be transferred to the Group on the following business day. Amounts due from clients arise when clients’ total funds held with the Group are insufficient to cover any trading losses incurred by clients, when clients utilise trading credit limits or when clients are due to pay the Group fees in relation to the services received. Amounts due from clients are presented net of an allowance for impairment. Allowances for expected credit losses on trade receivable balances are disclosed in note 30. 18. Other assets Other assets are cryptocurrency assets and rights to cryptocurrency assets, which are controlled by the Group for the purpose of hedging the Group’s exposure to clients’ cryptocurrency trading positions. The Group holds rights to cryptocurrency assets on exchange and in vaults as follows: | | | | | --- | --- | --- | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Vaults | 35.8 | 13.5 | | Exchange | 0.8 | 1.5 | | | 36.6 | 15.0 | 142 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 18. Other assetscontinued Other assets are measured at fair value less costs to sell. Other assets are level 2 assets (31 May 2023: level 2) in accordance with the fair value hierarchy (note 29). 19. Debt securities in issue The Group issued £300.0 million 3.125% senior unsecured bonds due in 2028. The issued debt has been initially recognised at fair value less transaction fees. As at 31 May 2024, £1.4 million unamortised arrangement fees are recognised on the Consolidated Statement of Financial Position (31 May 2023: £1.7 million). The Group also has access to a £400.0 million revolving credit facility, which increased by £25.0 million in November 2023 and a further £25.0 million in May 2024 as a result of accordions to the existing revolving credit facility. The revolving credit facility will mature in October 2026, after the Group exercised its option in October 2023 to extend the maturity for a further year. Under the terms of the revolving credit facility agreement, the Group is required to comply with financial covenants covering maximum levels of leverage and debt to equity. The Group has complied with all covenants throughout the year. 20. Lease liabilities The liability represents the obligation to make payments relating to leasing of premises. The table below shows the maturity analysis of these lease liabilities as at the balance sheet date. | | | | | --- | --- | --- | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Future minimum payments due: | | | | Within one year | 8.7 | 7. 4 | | After one year but not more than five years | 11. 8 | 9.9 | | After more than five years | 3.3 | 3.4 | | | 23.8 | 20.7 | In addition to the £23.8 million lease liability (31 May 2023: £20.7 million), the Group has £0.2 million lease commitments under non-cancellable operating leases which are not capitalised as right-of-use assets (31 May 2023: £0.4 million) and have been expensed during the year. 21. Trade payables | | | | | --- | --- | --- | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Client funds | | | | UK | 280.3 | 253.9 | | US | 47.8 | 56.1 | | EU | 41.7 | 55.4 | | EMEA Non-EU | 53.3 | 49.0 | | Japan | 6.7 | 4.9 | | Singapore | 0.7 | 1.1 | | Total client funds | 430.5 | 420.4 | | Amounts due to brokers | 54.5 | 48.6 | | Issued turbo warrants | 4.5 | 2.7 | | Amounts due to clients | 3.8 | 6.3 | | | 493.3 | 478.0 | Client funds reflects the Group’s liability for client monies which are recognised on balance sheet in cash and cash equivalents. Amounts due to brokers represents balances where the value of unsettled positions, or the value of open derivative positions held in accounts which are not covered by an enforceable netting agreement results in an amount payable by the Group. Amounts due to clients represents balances that will be transferred from cash and cash equivalents into segregated client funds on the following business day in accordance with the FCA CASS rules and similar rules of other regulators in whose jurisdiction the Group operates. 22. Other payables | | | | | --- | --- | --- | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Non-current | | | | Other payables | 1.3 | 1.2 | | | 1.3 | 1.2 | | Current | | | | Accruals | 98.6 | 109.4 | | Amounts due to the Pool | 70.9 | 3.3 | | Payroll taxes, social security and other taxes | 6.0 | 3.5 | | | 175.5 | 116. 2 | Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 143 ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 22. Other payables continued The amounts due to the Pool relates to the national multi-currency pooling arrangement (the ‘Pool’) which enables the Group to better manage the funding requirements of its overseas operating subsidiaries. The Pool enables funds to be drawndown in any currency denomination required for operational purposes, provided the Pool has sufficient funds across all of the different currencies. 23. Contingent liabilities and provisions The Group is subject to legal and regulatory risks in a number of jurisdictions which may result in legal claims or regulatory action against the Group. Through the Group’s ordinary course of business there are ongoing legal proceedings and engagements with regulatory authorities. Where possible, an estimate of the potential financial impact of these legal proceedings is made using management’s best estimate, but where the most likely outcome cannot be determined no provision is recognised. The Group has ongoing litigation in respect of a class action lawsuit served against two of its operating entities in 2023. The class action covers the period from May 2017 to August 2023 and relates to the sale of OTC derivative products to retail clients in Australia. The action is at an early procedural stage and it is not possible to determine the potential outcome or to reliably estimate any potential liability, so no provision has been recognised. The Group is also subject to a group of claims that could have a financial impact of approximately £19.4 million as at 31 May 2024 (31 May 2023: £20.5 million). The claims are for damages arising from the alleged wrongful reversal of client nickel trades on 8 March 2022. On 11 July 2024 the Group obtained a favourable ruling from the High Court of the Republic of Singapore in relation to one of the claims against the Group, totalling £13.1 million. There have been no significant developments during the year in relation to the remainder of the claims. As a result, no provision has been recognised. Under the terms of the agreement with the Group’s clearing broker for its operations in the US, Apex Clearing Corporation, the Group guarantees the performance of its customers in meeting contracted obligations. In conjunction with the clearing broker, the Group seeks to control the risks associated with its customer activities by requiring customers to maintain collateral in compliance with various regulatory and internal guidelines. Compliance with the various guidelines is monitored daily and, pursuant to such guidelines, the customers may be required to deposit additional collateral, or reduce positions where necessary. Other than stated above, the Group does not expect there to be other contingent liabilities that would have material adverse impact on the Consolidated Financial Statements. The Group had no material provisions as at 31 May 2024 (31 May 2023: £nil). 24. Share capital and share premium | | | | | | --- | --- | --- | --- | | | | | Share premium | | | | Share capital | account | | | Number of shares | £m | £m | | Allotted and fully paid | | | | | (i) Ordinary shares (0.005p) | | | | | At 1 June 2022 | 431,574,455 | – | 125.8 | | Shares bought back and immediately | | | | | cancelled | (22,626,613) | – | – | | At 31 May 2023 | 408,947,842 | – | 125.8 | | At 1 June 2023 | 408,947,842 | – | 125.8 | | Shares bought back and immediately | | | | | cancelled | (35,854,101) | – | – | | At 31 May 2024 | 373,093,741 | – | 125.8 | | (ii) Deferred redeemable shares (0.001p) | | | | | At 1 June 2023 | 65,000 | – | – | | At 31 May 2024 | 65,000 | – | – | | (iii) Redeemable preference shares (£1.00) | | | | | At 1 June 2023 | 40,000 | – | – | | Redemption of preference shares | (40,000) | – | – | | At 31 May 2024 | – | – | – | On 25 January 2023, the Board approved a buyback of up to £50.0 million. This commenced on 1 April 2023 and completed on 26 July 2023, with the purchase and cancellation of 3,644,714 shares made during FY24. On 19 July 2023, the Board approved a £250.0 million buyback programme. This commenced on 2 August 2023 with a £100.0 million tranche which was completed on 30 October 2023, with the purchase and cancellation of 15,307,818 shares. The second £150.0 million tranche began on 7 November 2023 and as at 31 May 2024, 16,775,161 shares had been bought back under this tranche for a total consideration of £122.0 million. As at 31 May 2024, the Group has repurchased 35,727,693 shares, with an aggregate nominal value of £1,786.38, for total consideration of £247.5 million (including related costs of £4.0 million). As at 31 May 2024 the Group had 66,685 shares repurchased but not cancelled. 144 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 24. Share capital and share premiumcontinued No shares were issued in the current year. Except as the ordinary shareholders have agreed or may otherwise agree, on winding up of the Company, the balance of assets available for distribution, after the payment of all of the Company’s creditors and subject to any special rights attaching to other classes of shares, are distributed among the shareholders according to the amounts paid up on shares by them. Deferred redeemable shares These shares carry no entitlement to dividends and no voting rights. During FY24, there have been no changes to the Group’s deferred redeemable shares (31 May 2023: none). Redeemable preference shares The Group’s preference shares were fully redeemed in December 2023, resulting in a £nil balance as at 31 May 2024 (31 May 2023: £40,000). The preference shares are no longer required as part of the Group’s capital structure so approval for redemption was granted by the Board on 18 May 2023. 25. Merger reserve The merger reserve, totalling £590.0 million (31 May 2023: £590.0 million), arises from two transactions:  £81.0 million relates to the FY09 acquisition of FX Online Japan KK. IG Group Holdings plc carried out a share placement of 27,864,407 shares to raise cash to fund the acquisition. The share placement was facilitated through IG Jersey Cashbox Limited, a Jersey incorporated company which has since been liquidated  £509.0 million relates to the FY22 acquisition of tastylive, Inc. IG Group Holdings plc issued 61,000,000 ordinary shares as part of the consideration The issue of shares associated with these transactions qualified for merger relief under Section 612 of the Companies Act 2006 and the amount in excess of the nominal value of ordinary shares, after deducting transaction costs which were directly attributable to the issue of shares, has been recognised in the merger reserve instead of the share premium account. 26. Other reserves | | | | | | | | --- | --- | --- | --- | --- | --- | | | | Own shares | | | | | | | held in | | | | | | Share-based | Employee | | Share | | | | payments | Benefit | FVOCI | buyback | Total other | | | reserve | Trusts | reserve | reserve | reserves | | | £m | £m | £m | £m | £m | | At 1 June 2022 | 18.5 | (6.0) | (4.1) | – | 8.4 | | Share buyback liability | – | – | – | (2.1) | (2 .1) | | Employee Benefit Trust purchase of shares | – | (14.6) | – | – | (14.6) | | Transfer of vested awards from share-based payment reserve | (7. 6 ) | – | – | – | (7.6) | | Equity-settled employee share-based | | | | | | | payments | 13.3 | – | – | – | 13.3 | | Exercise of employee share awards | (11.3 ) | 11. 3 | – | – | – | | Change in value of financial assets held | | | | | | | at fair value through other comprehensive income | – | – | (11. 9) | – | (11. 9) | | Share-based payments converted to cash-settled liabilities | (2.4) | – | – | – | (2.4) | | At 31 May 2023 | 10.5 | (9.3) | (16.0) | (2.1) | (16.9) | | At 1 June 2023 | 10.5 | (9.3) | (16.0) | (2.1) | (16.9) | | Share buyback liability | – | – | – | (1.5) | (1.5) | | Transfer of completed share buyback | – | – | – | 2.1 | 2.1 | | Employee Benefit Trust purchase of shares | – | (13.3) | – | – | (13.3) | | Transfer of vested awards from share-based payment reserve | (17.4) | – | – | – | (17. 4) | | Equity-settled employee share-based | | | | | | | payments | 16.7 | – | – | – | 16.7 | | Exercise of employee share awards | (18.1) | 18.1 | – | – | – | | Change in value of financial assets held | | | | | | | at fair value through other comprehensive income | – | – | 6.9 | – | 6.9 | | Share-based payments converted to cash-settled liabilities | (0.6) | – | – | – | (0.6) | | Fair value loss reclassified to Consolidated Income Statement on disposal | – | – | 1.1 | – | 1.1 | | At 31 May 2024 | (8.9) | (4.5) | (8.0) | (1.5) | (22.9) | Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 145 ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 26. Other reservescontinued The share-based payments reserve relates to the estimated cost of equity-settled employee share plans based on a straight-line basis over the vesting period. The FVOCI reserve includes unrealised gains or losses in respect of financial investments, net of tax. The share buyback reserve relates to the amount due by the Group to the intermediary bank for the repurchase of the Group’s own shares. Own shares held in Employee Benefit Trusts The movements in own shares held in Employee Benefit Trusts in respect of employee share plans during the year were as follows: | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | | Number | Number | | At the beginning of the year | 1,332,921 | 659,929 | | Subscribed for and purchased during the year | 1,845,229 | 2,112,631 | | Exercise and sale of own shares held in trust | (2,549,838) | (1,439,639) | | At the end of the year | 628,312 | 1,332,921 | The Group has a UK-resident Employee Benefit Trust which holds shares in the Company to satisfy awards under the Group’s HMRC-approved Share incentive Plan. At 31 May 2024, 160,832 ordinary shares (31 May 2023: 147,895) were held in the Trust. The market value of the shares at 31 May 2024 was £1.3 million (31 May 2023: £1.0 million). The Group has a Jersey-resident Employee Benefit Trust which holds shares in the Company to satisfy awards under the Long-term Incentive Plan and Sustained Performance Plan. At 31 May 2024 the Trust held 455,751 ordinary shares (31 May 2023: 1,171,960). The market value of the shares at 31 May 2024 was £3.7 million (31 May 2023: £7.9 million). The Group has an Australian-resident Employee Equity Plan Trust which holds shares in the Company to satisfy awards under a SIP. At 31 May 2024, 11,729 ordinary shares (31 May 2023: 13,066) were held in the Trust. The market value of the shares at 31 May 2024 was £0.1 million (31 May 2023: £0.1 million). 27. Employee share plans The Group operates four employee share plans; a Sustained Performance Plan (SPP), a Long- term Incentive Plan (LTIP), a Share Incentive Plan (SIP) and a Medium-term Incentive Plan (MTIP). The LTIP, MTIP and SIP are equity-settled. The SPP awarded prior to 31 May 2021 was fully equity-settled. The SPP awarded after 31 May 2021 has changed such that 30.0% of the award for the Executive Directors are settled in cash, and does not meet the criteria to be recognised as either a cash-settled share-based payment or an equity-settled share based payment. Sustained performance plan The SPP award was introduced in the year ended 31 May 2014 for the Group’s Executive Directors and other selected senior employees. The Remuneration Committee approves any awards made under the plan and is responsible for setting the policy for the operation of the SPP, agreeing performance targets and participation. The legal grant of awards under the SPP occurs after the relevant performance period. At the outset of the financial year the Remuneration Committee approves, and communicates to the participants, performance conditions and a pre-defined maximum monetary award in terms of a multiple of salary. Under the 2013 SPP scheme, the grant of awards, in the form of equity-settled par value options, was based upon three performance conditions: relative total shareholder return (TSR); earnings per share (EPS); and operational non-financial performance (NFP). The last award granted under the 2013 SPP plan was in August 2023, after which this plan expired in accordance with plan rules. In the September 2023 AGM, shareholders approved the new 2023 SPP plan. The 2023 SPP plan will expire after 10 years, in September 2033. The structure of the 2023 SPP plan consist of two parts: (1) the Annual SPP award; and (2) the Long-term SPP award. Under the Annual SPP award, the grant of awards, in the form of equity-settled par value options, is based upon four performance conditions: relative total shareholder return (TSR), earnings per share (EPS), operational non-financial performance (NFP) and revenue diversification (Revenue). The Long-term SPP award is also in the form of equity-settled par value options, only has one vesting condition: relative TSR. For further details in relation to the 2023 SPP plan, please refer to the Remuneration Report in the FY23 Annual Report. 146 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 27. Employee share planscontinued The following table shows the movement of options in the SPP, the additional awards issued and dividends accrued for the year ended 31 May 2024: | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | At the beginning | Awarded during | Lapsed during | Exercised during | Dividend accrued | | At the end | | | Performance period | Share price | Expected full | of the year | the year | the year | the year | during the year | | of the year | | Award date | (year ended) | at award | vesting date | Number | Number | Number | Number | Number | | Number | | 04 Aug 2014 | 31 May 2014 | 609.90p | 01 Aug 2025 | 7, 975 | – | – | (4,572) | 243 | | 3,646 | | 06 Aug 2015 | 31 May 2015 | 742.55 p | 01 Aug 2025 | 8,905 | – | – | (5,060) | 273 | | 4,118 | | 02 Aug 2016 | 31 May 2016 | 868.65p | 01 Aug 2025 | 36,431 | – | – | (19,909) | 1,178 | 17,70 | 0 | | 01 Aug 2017 | 31 May 2017 | 626.50p | 01 Aug 2025 | 33,386 | – | – | (20,863) | 894 | 13,417 | | | 07 Aug 2018 | 31 May 2018 | 893.00p | 01 Aug 2025 | 119, 3 8 6 | – | – | (73,383) | 3,280 | 49,283 | | | 06 Aug 2019 | 31 May 2019 | 559.20p | 01 Aug 2025 | 98,454 | – | (1,101) | (6 4 ,163) | 2,758 | 35,948 | | | 06 Aug 2020 | 31 May 2020 | 734.00p | 01 Aug 2025 | 6 4 4,145 | – | (17, 8 30) | (412,810) | 19,000 | 232,505 | | | 05 Aug 2021 | 31 May 2021 | 911. 50 p | 01 Aug 2025 | 1,135,113 | – | (20,782) | (508,770) | 71,913 | 677,474 | | | 10 Jan 2022 | – | 829.50p | 30 Jun 2023 | 15,390 | – | (2,112) | (14,835) | 1,557 | | – | | 10 Jan 2022 | – | 829.50p | 30 Jun 2024 | 12,990 | – | – | – | – | 12,990 | | | 04 Aug 2022 | – | 818.00p | 30 Sep 2023 | 3,615 | 11,4 4 6 | – | (15,061) | – | | – | | 04 Aug 2022 | 31 May 2023 | 818.00p | 30 Sep 2024 | 3,605 | – | – | – | – | 3,605 | | | | 31 May 2024 | | | | | | | | | | | 08 Aug 2022 | 31 May 2022 | 822.00p | 01 Aug 2027 | 1,686,706 | – | (33,859) | (808,341) | 91,087 | 935,593 | | | 11 Aug 2022 | 31 May 2023 | 834.00p | 11 Aug 2025 | 26,976 | – | – | (9,107) | – | 17, | 86 9 | | 30 Sep 2022 | 31 May 2023 | 763.50p | 30 Sep 2025 | 25,539 | – | – | (8, 511) | – | | 17,028 | | 04 Jul 2023 | – | 655.00p | 04 Jul 2023 | – | 2,210 | – | (2,210) | – | | – | | 03 Aug 2023 | 31 May 2023 | 684.50p | 03 Aug 2026 | – | 2,234 | – | – | – | | 2,234 | | 03 Aug 2023 | – | 684.50p | 03 Aug 2023 | – | 869 | – | (869) | – | | – | | 09 Aug 2023 | 31 May 2023 | 694.50p | 01 Aug 2028 | – | 1,652,064 | (178,566) | (238,677) | 28,351 | | 1,263,172 | | 28 Sep 2023 | 31 May 2026 1 | 644.00p | 27 Sep 2026 | – | 360,799 | (112 , 5 4 8 ) | – | – | | 248,251 | | 29 Jan 2024 | 31 May 2026 1 | 709.50p | 28 Jan 2027 | – | 174,228 | – | – | – | | 174, 228 | | Total | | | | 3,858,616 | 2,203,850 | (366,798) | (2,207,141) | 220,534 | | 3,709,061 | 1 Performance period is three years from the start of the financial year of the award date. The average share price at exercise of options during the year was 715.95 pence. The exercise price of all SPP awards is 0.005 pence and the weighted average remaining contractual life of share options as at 31 May 2024 was 2.84 years (31 May 2023: 2.14 years). The SPP awards for the year ended 31 May 2024 will be granted on 8 August 2024 following the approval of actual performance against targets set by the Remuneration Committee. A ten-day share price averaging period, that commences after the Company’s closed period, is utilised to convert the notional value awarded into a number of options. The following table details the number of options expected to be awarded for the year ended 31 May 2024, based on the year-end share price: | | | | | | --- | --- | --- | --- | | | | | Awards expected for the year ended 31 May 2024 | | Expected award date | Closing share price at 31 May 2024 | Expected full vesting date | Number | | 3 Aug 2024 | 810.00p | 1 Aug 2029 | 513,438 | Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 147 ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 27. Employee share planscontinued Long-term Incentive Plan The LTIP is made available to senior management who are not invited to participate in the SPP. Awards under the LTIP are nominal cost options, which vest after three years, conditional upon continued employment at the vesting date. There are no other performance targets. For awards granted in August 2022, the remuneration committee have applied a performance underpin which would take account of the underlying financial and non-financial performance of the participant and/or any relevant group member, over the vesting period. The maximum number of LTIP awards that can vest under the awards made are: | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | | Dividend | | | | | | | | | | | | equivalent | | | | | | | | | At the beginning | Awarded during | Lapsed during | awarded during | Exercised during | At the end | | | | Share price | Expected | | of the year | the year | the year | the year | the year | of the year | | | Award date | at award | vesting date | | Number | Number | Number | Number | Number | Number | | | 6 Aug 2020 | 734.00p | 6 Aug 2023 | | 302,467 | – | (6,578) | 5 3 ,115 | (341,858) | 7,14 | 6 | | 5 Aug 2021 | 911. 5 0 p | 5 Aug 2024 | | 322,958 | – | (19,743) | – | (3,129) | | 300,086 | | 4 Aug 2022 | 818.00p | 4 Aug 2025 | | 573,506 | – | (57,275) | – | – | | 516,231 | | 3 Aug 2023 | 684.50p | 3 Aug 2026 | | – | 790,655 | (51,212) | – | – | | 739,443 | | Total | | | 1,198 | , 931 | 790,655 | (134,808) | 53 ,115 | (344,987) | | 1,562,906 | The exercise price of all options awarded under the LTIP is 0.005 pence and the weighted average remaining contractual life of share options as at 31 May 2024 was 1.46 years (31 May 2023: 1.41 years). Medium-term Incentive Plan The MTIP was made available to certain employees within the Group. Awards under the MTIP were nominal cost options, which vest after 15 months, conditional upon continued employment at the vesting date. There were no other performance targets. The exercise price of all options awarded under the MTIP was 0.005 pence. On 5 November 2022 the awards under this scheme vested. There were no new awards granted to any employee under the MTIP in the current year. The table below shows the movement in the awards during the current period: | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | | Dividend | | | | | | | | | | equivalent | | | | | | | At the beginning | Awarded during | Lapsed during | awarded during | Exercised during | At the end | | | Share price | Expected | of the year | the year | the year | the year | the year | of the year | | Award date | at award | vesting date | Number | Number | Number | Number | Number | Number | | 5 Aug 2021 | 911. 50 p | 5 Nov 2022 | 4,806 | – | – | – | 3,718 | 1,088 | Share-Incentive Plan SIP awards are made available to all UK, Australian and US employees. The terms of the award are approved by the Remuneration Committee. The UK and Australian awards invite all employees to purchase up to £1,800/A$3,000 (31 May 2023: £1,800/A$3,000) of partnership shares, with the Company matching on a one-for-one (31 May 2023: one-for-one) basis. All matching shares vest after three years as long as the employee remains employed with the Group for the term of the award. Shares awarded under the scheme are held in trust in accordance with local tax authority rules. Employees are entitled to receive dividends on the partnership and matching shares held in trust for as long as they remain employees. 148 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 27. Employee share planscontinued The US award invites employees to invest a maximum of 5.0% of their salary to the award. Employees are invited to purchase shares in IG Group Holdings plc at a discount of 15.0% to the scheme price, being the lower of: (i) the opening share price; or (ii) the closing share price for the period. The maximum number of matching shares that can vest based on the SIP awards made are: | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | At the beginning | Awarded during | Lapsed during | | Exercised during | At the end | | | | Share price | Expected | of the year | the year | the year | | the year | of the year | | Country of award | Award date | at award | vesting date | Number | Number | Number | | Number | Number | | UK | 6 Aug 2020 | 734.00p | 6 Aug 2023 | 40,691 | – | (1,035) | | (39,656) | – | | Australia | 15 Jul 2020 | 740.79p | 15 Jul 2023 | 2,109 | – | – | (2,10 | 9) | – | | UK | 5 Aug 2021 | 911.50 p | 5 Aug 2024 | 41,031 | – | (1,757) | | (2,572) | 36,702 | | Australia | 15 Jul 2021 | 851.50p | 15 Jul 2024 | 3,229 | – | (190) | | (696) | 2,343 | | UK | 4 Aug 2022 | 814.00p | 3 Aug 2025 | 55,820 | – | (3,498) | | (2,866) | 49,456 | | Australia | 15 Jul 2022 | 707.00p | 15 Jul 2025 | 5,860 | – | (1,043) | | (642) | 4,175 | | UK | 4 Aug 2023 | 688.00p | 4 Aug 2026 | – | 75,225 | (2,262) | | (3,716) | 69,247 | | Australia | 15 Jul 2023 | 718.07p | 15 Jul 2026 | – | 4,489 | (219) | | (511) | 3,759 | | Total | | | | 14 8,740 | 79,714 | (10,004) | | (52,768) | 165,682 | Of the above SIP awards exercised during the year ended 31 May 2024, the average weighted share price at exercise was: | | | | | --- | --- | --- | | | | Weighted average | | | | share price | | Country of award | Award date | at exercise | | UK | 6 Aug 2020 | 69 0.15p | | Australia | 15 Jul 2020 | 6 67.5 p | | UK | 5 Aug 2021 | 703.51p | | Australia | 15 Jul 2021 | 667. 5 p | | UK | 3 Aug 2022 | 6 97. 0 6 p | | Australia | 15 Jul 2022 | 6 67.5 p | | UK | 4 Aug 2023 | 703.92p | | Australia | 15 Jul 2023 | 6 67.5 p | The weighted average exercise price of the SIP awards exercised during the year ended 31 May is 690.45p Accounting for share schemes The expense recognised in the Consolidated Income Statement in respect of share-based payments was £16.7 million (31 May 2023: £13.3 million). The fair value of the equity-settled share-based payments to employees is determined at the date at which a shared understanding of the terms and conditions of the arrangement is reached between the Company and the participants. The weighted average fair value of the equity-settled awards granted or deemed as such under IFRS 2 – Share based payments, during the year was £19.6 million (31 May 2023: £22.5 million). For SIP awards the fair value is determined to be the share price at the grant date without making an adjustment for expected future dividends, as award recipients are entitled to dividends over the vesting period. For LTIP and MTIP awards the fair value is determined to be the share price at grant date without making an adjustment for the expected future dividends as dividend equivalents are awarded on options granted. Strategic Repo t Governance Repo t Financial Statements Shareholder and Company Information 149 ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 27. Employee share planscontinued For potential SPP awards made under the TSR criteria, fair value is calculated using an option pricing model prepared by advisers. For the SPP awards made under the EPS and NFP operational measures, the fair value is determined by taking the share price at deemed grant date less the present value of expected future dividends for the duration of the performance period. Dividend equivalents accrue under the SPP on awarded but not yet vested options post the performance period. Dividend equivalents cease to accrue on unexercised options after the vesting date. The inputs below were used to determine the fair value of the TSR element of the SPP award for FY24: | | | | | --- | --- | --- | | | FY24 | FY24 | | | Annual Award | Long-term Award | | Deemed date of grant | 09 Aug 2023 | 28 Sep 2023 | | Share price at grant date (pence) | 694.50 | 644.00 | | Expected life of awards (years) | 0.81 | 2.67 | | Risk-free Sterling interest rate (%) | 4.98 | 4.42 | | IG Group Holdings plc expected volatility (%) | 21.87 | 23.66 | IG Group Holdings plc’s expected volatility is based on historical TSR volatility of IG Group Holdings plc measured daily over a period prior to the date of grant and commensurate with the remaining performance period. The weighted average fair values for outstanding awards across all schemes are as follows: | | | | | | | | --- | --- | --- | --- | --- | --- | | | At the beginning | Awarded during | Lapsed during | Exercised during | At the end of | | | of the year | the year | the year | the year | the year | | Year ended | | | | | | | 31 May 2024 | 759.11p | 638.52p | 647.67p | 719.83p | 718.62p | | Year ended | | | | | | | 31 May 2023 | 683.09p | 881.44p | 859.71p | 610.54p | 75 9 .11p | 28. Related party transactions The Directors and other members of management classified as persons discharging management responsibility in accordance with the Market Abuse Regulation are considered to be the key management personnel of the Group in accordance with IAS 24 – Related Party Disclosures. The Directors’ Remuneration Report discloses all benefits and share-based payments earned during the year and the preceding year by the Executive Directors. The total compensation for key management personnel was as follows: | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Share-based payments | 13.1 | 9.2 | | Short-term employee benefits | 10.6 | 10.4 | | Termination benefits | 2.6 | 0.1 | | | 26.3 | 19.7 | The average number of key management personnel during the year was ten (year ended 31 May 2023: eleven). Included within short-term employee benefits are pension charges of £0.2 million (year ended 31 May 2023: £0.2 million). The Group incurred £nil (31 May 2023: £0.3 million) short-term rental costs in relation to office space leased from key management personnel in 31 May 2024. The Group has a 9.3% shareholding and 33.3% voting rights in Zero Hash Holdings Limited (Zero Hash) which is accounted for as investment in associate on the Group’s balance sheet. Zero Hash facilitates cryptocurrency trading for clients of tastytrade, Inc. recognised £nil million revenue from Zero Hash (year ended 31 May 2023: £0.1 million). In addition to this, the Group has sublet part of its US office to Zero Hash, under normal commercial terms and conditions, and at market rate. The rental income generated in the year ended 31 May 2024 from this sublease is £0.2 million (year ended 31 May 2023: £0.1 million). There were no other related party transactions which had a material impact on the Consolidated Financial Statements. The Group had no transactions with its Directors other than those disclosed in the Directors’ Remuneration Report. 150 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 29. Financial instruments Accounting classifications and fair values The table below sets out the classification of each class of financial assets and liabilities and their fair values. | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | Total carrying | | | | | FVTPL | Amortised cost | FVOCI | amount | Fair value | | As at 31 May 2024 | Note | £m | £m | £m | £m | £m | | Financial assets | | | | | | | | Cash and cash equivalents | 16 | 360.6 | 622.6 | – | 983.2 | 983.2 | | Financial investments | 15 | – | – | 460.7 | 460.7 | 460.7 | | Trade receivables – amounts due from brokers | 17 | (30.8) | 486.8 | – | 456.0 | 456.0 | | Trade receivables – own funds in client money | 17 | – | 49.4 | – | 49.4 | 49.4 | | Trade receivables – amounts due from clients | 17 | – | 2.9 | – | 2.9 | 2.9 | | Other receivables | | – | 15.3 | – | 15.3 | 15.3 | | Other investments | | 1.8 | – | – | 1.8 | 1.8 | | | | 331.6 | 1,177.0 | 460.7 | 1,969.3 | 1,969.3 | | Financial liabilities | | | | | | | | Trade payables – client funds | 21 | 53.0 | (483.5) | – | (430.5) | (430.5) | | Trade payables – issued turbo warrants | 21 | (4.5) | – | – | (4.5) | (4.5) | | Trade payables – amounts due to brokers | 21 | (10.4) | (44.1) | – | (54.5) | (54.5) | | Trade payables – amounts due to clients | 21 | – | (3.8) | – | (3.8) | (3.8) | | Debt securities in issue | 19 | – | (298.1) | – | (298.1) | (259.7) | | Lease liabilities | 20 | – | (23.8) | – | (23.8) | (23.8) | | Amounts due to the Pool | 22 | – | (70.9) | – | (70.9) | (70.9) | | Other payables – accruals | 22 | – | (98.6) | – | (98.6) | (98.6) | | Other payables – non-current | 22 | – | (1.3) | – | (1.3) | (1.3) | | | | 38.1 | (1,024.1) | – | (986.0) | (947.6) | Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 151 ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 29. Financial instruments continued | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | | | | Total carrying | | | | | FVTPL | Amortised cost | FVOCI | amount | Fair value | | As at 31 May 2023 | Note | £m | £m | £m | £m | £m | | Financial assets | | | | | | | | Cash and cash equivalents | 16 | 171.1 | 627. 4 | – | 798.5 | 798.5 | | Financial investments | 15 | – | – | 606.4 | 606.4 | 606.4 | | Trade receivables – amounts due from brokers | 17 | (95.6) | 582.2 | – | 486.6 | 486.6 | | Trade receivables – own funds in client money | 17 | – | 79.4 | – | 79.4 | 79.4 | | Trade receivables – amounts due from clients | 17 | – | 4.4 | – | 4.4 | 4.4 | | Other receivables | | – | 10.0 | – | 10.0 | 10.0 | | Other investments | | 1.2 | – | – | 1.2 | 1.2 | | | | 76.7 | 1,303.4 | 606.4 | 1,986.5 | 1,986.5 | | Financial liabilities | | | | | | | | Trade payables – client funds | 21 | 116 .7 | (537.1) | – | (420.4) | (420.4) | | Trade payables – issued turbo warrants | 21 | (2.7) | – | – | (2.7) | (2.7) | | Trade payables – amounts due to brokers | 21 | (39.5) | (9.1) | – | (48.6) | (48.6) | | Trade payables – amounts due to clients | 21 | – | (6.3) | – | (6.3) | (6.3) | | Debt securities in issue | 19 | – | (297. 6 ) | – | (297.6 ) | (228.8) | | Lease liabilities | 20 | – | (20.7) | – | (20.7) | (20.7) | | Amounts due to the Pool | 22 | – | (3.3) | – | (3.3) | (3.3) | | Other payables – accruals | 22 | – | (109.4) | – | (109.4) | (109.4) | | Other payables – non-current | 22 | – | (1.2) | – | (1.2) | (1.2) | | | | 74.5 | (984.7) | – | (910.2) | (841.4) | 152 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Financial Statements continued Notes to the Financial Statements continued 29. Financial instruments continued Financial instrument valuation hierarchy The hierarchy of the Group’s financial instruments carried at fair value is as follows: | | | | | | | --- | --- | --- | --- | --- | | | Level 1 | Level 2 | Level 3 | Total fair value | | As at 31 May 2024 | £m | £m | £m | £m | | Financial assets | | | | | | Cash and cash equivalents | 360.6 | – | – | 360.6 | | Trade receivables – amounts due from brokers | (33.6) | 2.8 | – | (30.8) | | Financial investments | 460.7 | – | – | 460.7 | | Other investments | – | – | 1.8 | 1.8 | | Financial liabilities | | | | | | Trade payables – amounts due to brokers | (8.6) | (1.8) | – | (10.4) | | Trade payables – client funds | 40.0 | 12.6 | 0.4 | 53.0 | | Trade payables – issued turbo warrants | – | – | (4.5) | (4.5) | | | | | | | | --- | --- | --- | --- | --- | | | Level 1 | Level 2 | Level 3 | Total fair value | | As at 31 May 2023 | £m | £m | £m | £m | | Financial assets | | | | | | Cash and cash equivalents | 171.1 | – | – | 171.1 | | Trade receivables – amounts due from brokers | (105.1) | 9.5 | – | (95.6) | | Financial investments | 606.4 | – | – | 606.4 | | Other investments | – | – | 1.2 | 1.2 | | Financial liabilities | | | | | | Trade payables – amounts due to brokers | (38.4) | (1.1) | – | (39.5) | | Trade payables – client funds | 93.7 | 23.0 | – | 116.7 | | Trade payables – issued turbo warrants | – | – | (2.7) | (2.7) | Fair value hierarchy levels 1 to 3 are based on the degree to which the fair value is observable:  Level 1 assets are valued using unadjusted quoted prices in active markets for identical financial instruments. This category includes the Group’s open exchange-traded hedging positions. The quoted market price used for financial assets held by the Group is the period end bid price  Level 2 assets are valued using techniques where a price is derived based significantly on observable market data. For example, where an active market for an identical financial instrument to the product used by the Group to hedge its market risk does not exist. This category includes the Group’s open non-exchange-traded hedging positions. This comprises shares, foreign currency and foreign currency options. The fair values used in the valuation of these products are sometimes brokered values and may occur after the close of a market but before the measurement date. The effects of discounting are generally insignificant for these Level 2 financial instruments  Level 3 assets are valued using techniques that incorporate information other than observable market data that is significant to the overall valuation Strategic Repo t Governance Repo t Financial Statements Shareholder and Company Information 153 ![]() IG Group Holdings plc Annual Report 2024 29. Financial instruments continued There have been no changes to the valuation techniques for any of the Group’s financial instruments held at fair value in the year (31 May 2023: none). However, during the current year the Group reclassified £36.1 million (31 May 2023: £101.9 million) trade receivables – due from brokers balances from level 2 to level 1, £8.7 million (31 May 2023: £28.0 million) trade payables – due to brokers balances from level 2 to level 1, £31.1 million (31 May 2023: £76.3 million) trade payables – client funds balances from level 2 to level 1 and £4.5 million (31 May 2023: £2.7 million) trade payables – issued turbo warrants balances from level 2 to level 3. These reclassifications are reflected in the previous table and prior year comparative balances for 31 May 2023 have been restated accordingly. Amounts due to clients of £14.9 million (31 May 2023: £28.0 million) have been reclassified from amortised cost to FVTPL, and the fair value levelling of these assets has been disclosed in the previous table. Accordingly, the prior year comparative balances for 31 May 2023 have been restated to reflect this classification. Fair value of financial assets and liabilities measured at amortised cost The fair value of the Group’s financial assets and liabilities measured at amortised cost approximates their carrying amount, with the exception of debt securities in issue. Items of income, expense, gains or losses All of the Group’s gains and losses arising from financial assets and liabilities classified as fair value through the profit and loss are included in net trading revenue for the years ended 31 May 2024 and 31 May 2023, except for changes in the fair value of the Group’s other investments and balances held in money market funds. Offsetting financial assets and liabilities The following financial assets and liabilities have been offset and are subject to enforceable netting agreements. | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Gross amounts of | | | Gross amounts not offset | | | | | Gross amounts of | recognised | | | | Net amounts | | | | recognised | financial | Net amounts of | | Collateral | subject to | | | | financial | instruments | financial | Financial | pledged or | offsetting | | | | instruments | offset | instruments | instruments | received | arrangements | | As at 31 May 2024 | Note | £m | £m | £m | £m | £m | £m | | Financial assets | | | | | | | | | Trade receivables – amount due from/(to) | | | | | | | | | brokers | 17 | 1,385.7 | (929.7) | 456.0 | – | (139.2) | 316.8 | | Total | | 1,385.7 | (929.7) | 456.0 | – | (139.2) | 316.8 | | Financial liabilities | | | | | | | | | Trade payables – amounts due to/(from) brokers | 21 | (984.2) | 929.7 | (54.5) | – | 54.5 | – | | Trade payables – client funds | 21 | (506.7) | 76.2 | (430.5) | – | – | (430.5) | | Total | | (1,490.9) | 1,005.9 | (485.0) | – | 54.5 | (430.5) | Financial Statements continued Notes to the Financial Statements continued 154 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 29. Financial instruments continued | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | Gross amounts of | | | Gross amounts not offset | Net amounts | | | | Gross amounts of | recognised | Net amounts of | | | subject to | | | | recognised | financial | financial | Financial | Collateral pledged | offsetting | | | | financial assets | instruments offset | instruments | instruments | or received | arrangements | | As at 31 May 2023 | Note | £m | £m | £m | £m | £m | £m | | Financial assets | | | | | | | | | Trade receivables – amount due from/(to) | | | | | | | | | brokers | 17 | 1,254.3 | (767.7) | 486.6 | – | (35.0) | 451.6 | | Total | | 1,254.3 | ( 76 7.7 ) | 486.6 | – | (35.0) | 451.6 | | Financial liabilities | | | | | | | | | Trade payables – amounts due to/(from) brokers | 21 | (816.3) | 767.7 | (48.6) | – | 48.6 | – | | Trade payables – client funds | 21 | (565.0) | 144.6 | (420.4) | – | – | (420.4) | | Total | | (1,381.3) | 912.3 | (469.0) | – | 48.6 | (420.4) | The Group is entitled to offset amounts due from brokers on a broker account level by currency. Collateral at brokers represent UK Government Gilt Securities listed with brokers to meet the broker’s requirements. Client funds represents balances with clients where the cash held on balance sheet and the valuation of open derivative positions result in an amount due to clients. 30. Financial risk management Financial risks arising from financial instruments are analysed into market, credit, concentration and liquidity risks. Details of how risks are managed are provided in the Risk Management section on pages 36 to 41 of the Annual Report. Market risk Market risk disclosures are analysed into the following categories:  Non-trading interest rate risk  Price and foreign currency risk, which is further analysed between the impact on financial investments held at FVOCI and the impact on the Group’s year-end net trading book position. The Group’s foreign currency exposure on its financial assets and liabilities denominated in currencies other than the reporting currency is included in the trading book Financial Statements continued Notes to the Financial Statements continued Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 155 ![]() IG Group Holdings plc Annual Report 2024 30. Financial risk management continued Non-trading interest rate risk The interest rate risk profile of the Group’s financial assets and liabilities at each year-end was as follows: | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | Within 1 year | | Between 2 and 5 years | | More than 5 years | Total | | | | 31 May 2024 | 31 May 2023 | 31 May 2024 | 31 May 2023 | 31 May 2024 | 31 May 2023 | 31 May 2024 | 31 May 2023 | | | £m | £m | £m | £m | £m | £m | £m | £m | | Fixed rate | | | | | | | | | | Financial investments | 109.3 | 226.8 | 351.4 | 379.6 | – | – | 460.7 | 606.4 | | Debt securities in issue | – | – | (298.1) | – | – | (297.6) | (298.1) | (297.6 ) | | Other payables | – | – | – | – | (1.3) | (1.2) | (1.3) | (1.2) | | Floating rate | | | | | | | | | | Cash and cash equivalents | 983.2 | 798.5 | – | – | – | – | 983.2 | 798.5 | | Trade receivables – amounts | | | | | | | | | | due from brokers | 456.0 | 486.6 | – | – | – | – | 456.0 | 486.6 | | Trade receivables – own funds in client money | 49.4 | 79.4 | – | – | – | – | 49.4 | 79.4 | | Trade payables – amounts due to brokers | (54.5) | (48.6) | – | – | – | – | (54.5) | (48.6) | | Amounts due to the Pool | (70.9) | (3.3) | – | – | – | – | (70.9) | (3.3) | | | 1,472.5 | 1,539.4 | 53.3 | 379.6 | (1.3) | (298.8) | 1,524.5 | 1,620.2 | Non-trading interest rate risk sensitivity analysis – fixed rate Interest on financial instruments classified as fixed rate is fixed until the maturity of the instrument. The level of fixed interest receivable in each year would be similar to that received in the current year and is considered immaterial to the Group’s result for the year. Non-trading interest rate risk sensitivity analysis – floating rate Interest on financial instruments classified as floating rate is repriced at intervals of less than one year. Trade receivables and payables include client and broker balances upon which interest is paid or received based upon market rates. Interest rate sensitivity has been performed on floating rate financial instruments by considering the impact of a 1.0% decrease in interest rates on financial assets and financial liabilities. The impact of such a movement on the Group’s profit before tax for the year is shown below. The impact is symmetrical for an increase in interest rates. | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | (Decrease)/increase in profit before tax | | | | Cash and cash equivalents | (9.8) | (8.0) | | Trade receivables – amounts due from brokers | (4.6) | (4.9) | | Trade receivables – own funds in client money | (0.5) | (0.8) | | Trade payables – amounts due to brokers | 0.5 | 0.5 | | Other payables – amounts due to the Pool | 0.7 | 0.0 | Financial Statements continued Notes to the Financial Statements continued 156 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 30. Financial risk management continued Additionally, the Group is exposed to interest rate risk in relation to interest income earned on segregated client money balances which are not recognised on the Consolidated Statement of Financial Position. Interest rate sensitivity analysis has been performed by considering the impact of a 1.0% decrease in the base rate that these balances’ interest rates are linked to. The impact on the Group’s profit before tax is shown below. | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | Impact: | £m | £m | | Decrease in profit before tax | | | | Interest income on client funds | (35.5) | (36.7) | Price risk The Group is exposed to investment securities price risk because financial investments held by the Group are priced based on closing market prices published by the UK Debt Management Office. The table below summarises the impact on the Group’s other comprehensive income, due to decrease in the value of financial investments. The analysis is based on the assumption that the yield curve of financial investments moved upwards by 1.0% (31 May 2023: 1.0%) with all other variables held constant: | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | Impact: | £m | £m | | Decrease in FVOCI reserve (equity) | (7.8) | (10.3) | The Group is also exposed to price and foreign currency risk in relation to its net trading book position. The Group accepts some residual market risk to facilitate instant execution of client trades but does not take proprietary positions for the purposes of speculative gain. The Group manages the market risk it faces in providing its services to clients by internalising client flow (allowing individual client trades to offset one another) and hedging when the residual exposures reach predefined limits. The Group’s Risk Management Framework is set out on pages 36 to 41 of the Annual Report. The Group’s market risk policy includes Board-approved notional market risk limits which set out the Group’s appetite and the extent to which the Group is willing to be exposed to this residual market risk. Product market risk limits control the maximum (long or short) residual exposure the Group can hold before hedging externally. Predefined limits are set and regularly reviewed in accordance with a limits framework which references client trading volumes, market liquidity, volatility and expected shortfall results for each underlying market. Financial Statements continued Notes to the Financial Statements continued Alongside these notional limits the Group employs a range of risk measurement techniques including stress testing and Value at Risk (VaR) modelling to quantify potential market risk and client credit risk losses. The primary technique used to monitor market risk exposure is stress testing. Stress testing models potential losses in extreme but plausible events. This measure covers all products offered to clients and is monitored on an hourly basis, with breaches investigated and reported to the Chief Risk Officer and senior stakeholders in each line of defence on a regular basis. Stress testing covers a range of scenarios including future known economic and political events, market or region-specific scenarios and potential macro systemic shocks, which references the 20-year price returns for all markets at the 99.9th percentile confidence interval. The VaR model uses a 99% confidence interval over one day and one year’s historical price data for all markets as inputs to determine the risk factors to apply to the portfolio exposures. VaR has limitations as it is reliant on historical data only and estimates potential future losses on this basis. Additionally, VaR does not quantify the potential losses outside of the 99% confidence level – the tail risk, which is why the stress testing model is the primary method used the monitor market risk exposure. The Group’s end of day market risk VaR for the year is shown in the table below: | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Market risk as at 31 May | 12.9 | 14.0 | | Average market risk (daily) | 11. 3 | 13.4 | | Maximum market risk (daily) | 16.7 | 21.8 | | Minimum market risk (daily) | 7.7 | 9.5 | Foreign currency risk The Group faces foreign currency exposures on financial assets and liabilities denominated in currencies other than the functional currency of its subsidiaries. In the normal course of business, the Group hedges these exposures along with its trading book positions. 157 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 30. Financial risk management continued Credit risk The principal sources of credit risk to the Group’s business are from financial institutions and individual clients. The Group recognised net credit losses of £15.5 million during the year (year ended 31 May 2023: £1.1 million). Amounts due from financial institutions, which are stated net of an expected credit loss of £1.2 million (31 May 2023: £1.0 million), are all less than 30 days past due. Amounts due from clients, which are stated net of an expected credit loss of £29.4 million at 31 May 2024 (31 May 2023: £17.1 million), include both amounts less than and greater than 30 days past due. The analysis in the following table shows credit exposures by credit rating. | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | Trade receivables – amounts | | Trade receivables – amounts | Trade receivables – own funds | | | | | Cash and cash equivalents | | due from brokers | | due from clients | in client money | | | | 31 May 2024 | 31 May 2023 | 31 May 2024 | 31 May 2023 | 31 May 2024 | 31 May 2023 | 31 May 2024 | 31 May 2023 | | | £m | £m | £m | £m | £m | £m | £m | £m | | Credit rating | | | | | | | | | | AA+ & above | 399.5 | 34.9 | – | – | – | – | – | – | | AA to AA- | 74.6 | 88.8 | 33.4 | – | – | – | 2.6 | 5.7 | | A+ to A- | 464.6 | 630.1 | 350.3 | 423.1 | – | – | 46.7 | 73.4 | | BBB+ to BBB- | 22.3 | 22.7 | 39.3 | 33.1 | – | – | – | 0.2 | | BB+ to B | 19.8 | 10.3 | 24.5 | 20.5 | – | – | 0.1 | – | | Unrated | 2.4 | 11.7 | 8.5 | 9.9 | 2.9 | 4.4 | – | 0.1 | | Total carrying amount | 983.2 | 798.5 | 456.0 | 486.6 | 2.9 | 4.4 | 49.4 | 79.4 | Loss allowance Below is a reconciliation of the total loss allowance: | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | At the beginning of the year | 18.1 | 18.6 | | Loss allowance for the year: | | | | – gross charge for the year | 18.2 | 5.7 | | – recoveries | (2.7) | (4.6) | | – debts written off | (2.9) | (1.4) | | Foreign exchange | (0.1) | (0.2) | | At the end of the year | 30.6 | 18.1 | The loss allowance has been calculated in accordance with the Group’s expected credit loss model. The following table provides an overview of the Group’s credit risk and the associated loss allowance for assets held at amortised cost and FVOCI. Financial Statements continued Notes to the Financial Statements continued 158 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 30. Financial risk management continued | | | | | | | --- | --- | --- | --- | --- | | | | 31 May 2024 | | | | | Stage 1 | Stage 2 | Stage 3 | | | | 12-month | Lifetime | Lifetime | Total | | | £m | £m | £m | £m | | Credit grade | | | | | | Investment grade | 1,434.5 | – | – | 1,434.5 | | Non-investment grade | 58.2 | 0.1 | 29.3 | 87.6 | | Gross carrying amount | 1,492.7 | 0.1 | 29.3 | 1,522 .1 | | Loss allowance | (1.2) | (0.1) | (29.3) | (30.6) | | Total carrying amount | 1,491.5 | – | – | 1,491.5 | | | | | | | | --- | --- | --- | --- | --- | | | | 31 May 2023 | | | | | Stage 1 | Stage 2 | Stage 3 | | | | 12-month | Lifetime | Lifetime | Total | | | £m | £m | £m | £m | | Credit grade | | | | | | Investment grade | 1,313.0 | – | – | 1,313.0 | | Non-investment grade | 56.6 | 0.6 | 16.8 | 74.0 | | Gross carrying amount | 1,369.6 | 0.6 | 16.8 | 1, 387.0 | | Loss allowance | (1.0) | (0.3) | (16.8) | (18.1) | | Total carrying amount | 1,368.6 | 0.3 | – | 1,368.9 | The Group’s trade receivables in stage 3 include amounts arising from IFRS 15 – Revenue from Contracts with Customers which are assessed in accordance with the simplified approach. Concentration risk The Group’s largest credit exposure to any one individual broker at 31 May 2024 was £124.7 million (A+ rated) (31 May 2023: £85.8 million (A+ rated)). Included in cash and cash equivalents, the Group’s largest credit exposure to any bank at 31 May 2024 was £142.6 million (A+ rated) (31 May 2023: £118.6 million (A+ rated)). The Group has no significant credit exposure to any one particular client or group of connected clients. Liquidity risk The Group manages its liquidity risk through various mechanisms. The Group has a revolving credit facility agreement with its bank, on which further details have been disclosed in note 19 of the Consolidated Financial Statements. The Group also has a sale and repurchase agreement with its bank in relation to its UK Government Gilt Securities. Both these agreements help the Group to better manage its liquidity requirements, as well as mitigate liquidity risks. Maturities of financial liabilities The tables below outlines the Group’s financial liabilities into relevant maturity categories based on their contractual maturities. The amounts disclosed below are the contractual undiscounted cash flows. | | | | | | | | --- | --- | --- | --- | --- | --- | | | | | 31 May 2024 | | | | | Within | Between | Over | | Carrying amount | | | 1 year | 2 and 5 years | 5 years | Total | of liability | | | £m | £m | £m | £m | £m | | Debt securities in issue | 9.4 | 332.5 | – | 341.9 | 298.1 | | Lease liabilities | 8.7 | 14.0 | 5.5 | 28.2 | 23.8 | | Trade payables: | | | | | | | – client funds | 430.5 | – | – | 430.5 | 430.5 | | – amounts due | | | | | | | to clients | 3.8 | – | – | 3.8 | 3.8 | | – amounts due | | | | | | | to brokers | 54.5 | – | – | 54.5 | 54.5 | | – issued turbo | | | | | | | warrants | 4.5 | – | – | 4.5 | 4.5 | | Other payables: | | | | | | | – accruals | 98.6 | – | – | 98.6 | 98.6 | | – other borrowing | – | – | 1.3 | 1.3 | 1.3 | | – amounts due to the Pool | 70.9 | – | – | 70.9 | 70.9 | | Total | 680.9 | 346.5 | 6.8 | 1,034.2 | 986.0 | Financial Statements continued Notes to the Financial Statements continued 159 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 30. Financial risk management continued | | | | | | | | --- | --- | --- | --- | --- | --- | | | | | 31 May 2023 | | | | | Within | Between | Over | | Carrying amount | | | 1 year | 2 and 5 years | 5 years | Total | of liability | | | £m | £m | £m | £m | £m | | Debt securities in issue | 9.4 | 37.5 | 304.4 | 351.3 | 297.6 | | Lease liabilities | 7. 4 | 13.5 | 3.8 | 24.7 | 20.7 | | Trade payables: | | | | | | | – client funds | 420.4 | – | – | 420.4 | 420.4 | | – amounts due | | | | | | | to clients | 6.3 | – | – | 6.3 | 6.3 | | – amounts due | | | | | | | to brokers | 48.6 | – | – | 48.6 | 48.6 | | – issued turbo | | | | | | | warrants | 2.7 | – | – | 2.7 | 2.7 | | Other payables: | | | | | | | – accruals | 109.4 | – | – | 109.4 | 109.4 | | – other borrowing | – | – | 1.2 | 1.2 | 1.2 | | – amounts due to the Pool | 3.3 | – | – | 3.3 | 3.3 | | Total | 607.5 | 51.0 | 309.4 | 9 6 7. 9 | 910.2 | Capital management The Group manages its capital resources in line with its capital allocation framework, which includes holding sufficient capital to meet regulatory capital requirements. The regulatory capital resources of the Group is a measure of equity, adjusted for goodwill and intangible assets, deferred tax assets, declared dividends, significant investment in financial sector entities and prudent valuation, which at 31 May 2024 totalled £936.9 million (31 May 2023: £996.3 million). The Group monitors its capital resources and minimum capital requirements daily, calculating the market and credit risk requirements arising from exposure at the end of each day and this includes internal warning indicators as part of the Group’s Board Risk Dashboard. The Group met all externally imposed capital requirements throughout the years ended 31 May 2024 and 31 May 2023. In addition to regulatory capital requirements, the Group is required to comply with financial covenants covering a maximum leverage ratio and net debt to equity. Further details can be found in note 19. Financial Statements continued Notes to the Financial Statements continued 31. Cash flow information | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Operating activities | | | | Operating profit | | | | From continuing operations | 369.2 | 438.5 | | From discontinued operations | – | (0.2) | | Adjustments for: | | | | Depreciation and amortisation | 63.6 | 61.0 | | Impairments, write–offs & disposal of tangible and intangible assets | 12.2 | 0.8 | | Equity-settled share-based payments charge | 16.7 | 13.3 | | Interest received on client funds | (145.7) | (81.8) | | Interest paid on client funds | 3.3 | 1.0 | | Decrease/(increase) in trade receivables, other receivables and other assets | 30.9 | (103.0) | | Increase/(decrease) in trade and other payables | 9.8 | (108.2) | | Cash generated from operations | 360.0 | 221.4 | 160 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 31. Cash flow information continued Liabilities arising from financing activities | | | | | | | --- | --- | --- | --- | --- | | | Debt securities | | | | | | in issue | Leases | Share buyback | Total | | | £m | £m | £m | £m | | As at 1 June 2022 | 297.2 | 22.7 | – | 319.9 | | Shares repurchased including costs | – | – | 177.3 | 177.3 | | Payments made for share buyback | – | – | (175.2) | (175.2) | | Changes to existing lease | | | | | | agreements | – | 1.2 | – | 1.2 | | Additions to leases | – | 7.3 | – | 7.3 | | Disposal of leases | – | (3.3) | – | (3.3) | | Unwinding of discount on leases | – | 0.5 | – | 0.5 | | Lease payments made in the year | – | (7.6) | – | (7.6) | | Financing arrangement fees | (0.3) | – | – | (0.3) | | Amortisation of fees | 0.7 | – | – | 0.7 | | Impact of movements in foreign | | | | | | exchange rates | – | (0.1) | – | (0.1) | | As at 31 May 2023 | 297.6 | 20.7 | 2.1 | 320.4 | | As at 1 June 2023 | 297.6 | 20.7 | 2.1 | 320.4 | | Shares repurchased including costs | – | – | 248.2 | 248.2 | | Payments made for share buyback | – | – | (245.6) | (245.6) | | Changes to existing lease | | | | | | agreements | – | 7.9 | – | 7.9 | | Additions to leases | – | 2.2 | – | 2.2 | | Lease payments made in the year | – | (7. 9) | – | (7.9) | | Unwinding of discount | 0.2 | 1.3 | – | 1.5 | | Amortisation of fees | 0.3 | – | – | 0.3 | | Impact of movements in foreign | | | | | | exchange rates | – | (0.4) | – | (0.4) | | As at 31 May 2024 | 298.1 | 23.8 | 4.7 | 326.6 | Financial Statements continued Notes to the Financial Statements continued 32. Discontinued operations In FY22, the Group completed the sale of its operations in North American Derivatives Exchange, Inc. (Nadex) to Foris DAX Markets, Inc. for cash consideration of $213.7 million (£162.7 million). The financial performance and cash flow information associated with the disposal of Nadex operations, as well as any subsequent cash flows in relation to this sale, are reported in discontinued operations. Financial performance and cash flow information | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Operating costs | – | (0.2) | | Operating loss | – | (0.2) | | Other non-operating income | – | 1.9 | | Profit before tax | – | 1.7 | | Tax expense | – | (0.4) | | Profit after tax | – | 1.3 | | Profit from discontinued operations | – | 1.3 | | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | Net cash (outflow) from ordinary activities | – | (1.5) | | Net cash inflow from investing activities | – | 1.8 | | Net cash increase generated by discontinued operations | – | 0.3 | | | | | | --- | --- | --- | | | Year ended | Year ended | | | 31 May | 31 May | | | 2024 | 2023 | | Basic earnings per ordinary share from discontinued operations | – | 0.3p | | Diluted earnings per ordinary share from discontinued operations | – | 0.3p | 161 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 33. Investment in associates The Group has an investment in Zero Hash Holdings Limited (Zero Hash), a cryptocurrency trading platform. The Group accounts for Zero Hash as an associate as the Group has significant influence over the operations of the Company. The Group has a presence on the board of Zero Hash, with one of the three directors being an employee of the Group. The financial reporting period for Zero Hash is from 1 January to 31 December. | | | | | --- | --- | --- | | | 31 May 2024 | 31 May 2023 | | | £m | £m | | At the beginning of the year | 12.5 | 14.8 | | Share of loss after tax | (2.4) | (2.6) | | Foreign exchange movement | (0.2) | 0.3 | | At the end of the year | 9.9 | 12.5 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | | | Registered office and | | | | | | Name of entity | Principal place of business | country of incorporation | | Class of shares | % equity owned by the Group | Nature of business | | Zero Hash Holdings | Chicago, | 1013 | Centre Road Suite | Series C- preferred | 9.3% | Digital asset trading | | Limited | Illinois, United States | 403-A, City of | Wilmington, County of | Share | | | | | | New Castle, 19805, | | | | | | | | United States | | | | | Financial Statements continued Notes to the Financial Statements continued 162 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 34. Investments in subsidiaries The following companies are all owned directly or indirectly by IG Group Holdings plc: | | | | | | | | --- | --- | --- | --- | --- | --- | | Name of Company | Registered office and country of incorporation | | Holding | Voting rights | Nature of business | | Subsidiary undertakings held directly | | | | | | | IG Group Limited | Cannon Bridge House, | | Ordinary shares | 100% | Holding company | | | 25 Dowgate Hill, | | | | | | | London, EC4R 2YA, | | | | | | | United Kingdom | | | | | | Subsidiary undertakings held indirectly | | | | | | | IG Index Limited | Cannon Bridge House, | | Ordinary shares | 100% | Spread betting | | | 25 Dowgate Hill, | | | | | | | London, EC4R 2YA, | | | | | | IG Markets Limited | United Kingdom | | Ordinary shares | 100% | CFD trading, foreign exchange and market risk | | | | | | | management | | IG Markets South Africa Limited | | | Ordinary shares | 100% | CFD trading | | Market Data Limited | | | Ordinary shares | 100% | Data distribution | | Daily FX Limited | | | Ordinary shares | 100% | Content provider | | IG Knowhow Limited | | | Ordinary shares | 100% | Software development | | IG Finance 9 Limited | | | Ordinary shares | 100% | Financing | | Financial Domaigns Registry Holdings Limited | | | Ordinary shares | 100% | Non-trading | | Deal City Limited | | | Ordinary shares | 100% | ETF trading | | IG Trading and Investments Limited | | | Ordinary shares | 100% | Stock trading | | IG Australia Pty Limited | Level 32, Queen & Collins, | | Ordinary shares | 100% | CFD trading, foreign exchange and stock trading | | | 376 – 390 Collins Street, | | | | | | | Melbourne VIC 3000 Australia | | | | | | IG Asia Pte Limited | 9 Battery Road, 01-02 MYP Centre, | | Ordinary shares | 100% | CFD trading and foreign exchange | | | 049910 | Singapore | | | | | Kunxin Translation (Shenzhen) Co. Limited | 19-B16, Shenzhen Dinghe Tower, No.100 of | | Ordinary shares | 100% | Translation services | | | Fuhua 3rd Road, Fuan Community, Futian | District, Shenzhen | | | | | IG Securities Limited | Izumi Garden Tower 26F, 1-6-1 Roppongi, | | Ordinary shares | 100% | CFD trading, foreign exchange and other | | | Minato-ku,106-6026 Tokyo | | | | derivatives | | IG Europe GmbH | Westhafenplatz 1, Frankfurt am Main, | | Ordinary shares | 100% | CFD trading and other derivatives trading | | Spectrum MTF Operator GmbH | 60327 | Germany | Ordinary shares | 100% | Multilateral Trading Facility | | Raydius GmbH | | | Ordinary shares | 100% | Issuer of turbo warrants | | IG Bank S.A. | 42 Rue du Rhone, Geneva, 1204 Switzerland | | Ordinary shares | 100% | CFD trading and foreign exchange | | IG Infotech (India) Private Limited | Infinity, 2nd Floor, Katha No 436, Survey No | | Ordinary shares | 100% | Software development and support services | | | 13/1B, 12/2B, Challagatta Village, Bangalore, | | | | | | | 560071 | India | | | | Financial Statements continued Notes to the Financial Statements continued Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 163 ![]() IG Group Holdings plc Annual Report 2024 | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | Name of Company | Registered office and country of incorporation | | | | Holding | Voting rights | Nature of business | | Fox Sub 2 Limited | 57/63 Line Wall Road, Gibraltar | | | | Ordinary shares | 100% | Financing | | Fox Japan Holdings | | | | | Ordinary shares | 100% | Holding company | | IG Limited | Office 2&3, Level 27, Currency House – Tower 2, | | | | Ordinary shares | 100% | CFD trading and stock trading | | | Dubai International Financial Centre, PO Box – | | | | | | | | | 506968 | | | Dubai, United Arab Emirates | | | | | Brightpool Limited | Cedars Oasis Building, 9th Floor Office 902, | | | | Ordinary shares | 100% | Market maker | | | 169-171 Arch. Makarios III Avenue, | | | | | | | | IG International Limited | 3027, | Canon’s Court, 22 Victoria Street, | Limassol, Cyprus | | Ordinary shares | 100% | CFD trading and foreign exchange | | | | Hamilton, HM 12 Bermuda | | | | | | | IG Securities Hong Kong Limited | | 19/F, Lee Garden One, 33 Hysan Avenue | | | Ordinary shares | 100% | Non-trading | | IG US Holdings Inc. | 1330 | Causeway Bay Hong Kong | West Fulton St., Suite 650, Chicago, | | Ordinary shares | 100% | Holding company | | | Illinois, 60607, United States | | | | | | | | tastyfx LLC (formally IG US LLC) | 1330 | | West Fulton St., Suite 610, Chicago, | | Ordinary shares | 100% | Foreign exchange trading | | | Illinois, 60607, United States | | | | | | | | tastylive, Inc | 1330 | | West Fulton St., Suite 620, Chicago, | | Ordinary shares | 100% | Network and content provider | | | Illinois, 60607, United States | | | | | | | | tastytrade, Inc | 1330 | | West Fulton St., Suite 600, Chicago, | | Ordinary shares | 100% | Brokerage firm | | | Illinois, 60607, United States | | | | | | | | tasty Software Solutions LLC | 1330 | | West Fulton St., Suite 660, Chicago, | | Ordinary shares | 100% | Software development | | | Illinois, 60607, United States | | | | | | | | Small Exchange, Inc | 850 | New Burton Road Suite 201, Dover, | | | Ordinary shares | 100% | Exchange | | | Delaware, 19904, United States | | | | | | | | Bad Trader LLC | 1330 | | West Fulton St., Suite 630, Chicago, | | Ordinary shares | 100% | Content provider | | | Illinois, 60607, United States | | | | | | | | tastytrade Australia, Pty Limited | Level | Pitt Street, Sydney, NSW 2000 | 17, | 123 | Ordinary shares | 100% | Brokerage firm | | tastytrade Canada, Inc. | 1055 | | West Georgia Street, 1500 Royal Centre, | | Ordinary shares | 100% | Non-trading | | | PO Box 1117, Vancouver, BC, BC V6N 4N7, | | | | | | | | | Canada | | | | | | | | tastytrade Singapore Pte. Limited | One Marina Boulevard #28-00, Singapore | | | | Ordinary shares | 100% | Non-trading | | | 018989 | | | | | | | 1 Share capital consists solely of ordinary shares and the proportion of ownership interests held equals the voting rights. Financial Statements continued Notes to the Financial Statements continued 34. Investments in subsidiaries continued 164 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 34.Investments in subsidiaries continued The following UK entities, all of which are 100% owned by the Group, are not subject to an audit by virtue of s479A of the Companies Act 2006 relating to subsidiary companies: IG Finance 9 Limited (07306407), Deal City Limited (09635230), Financial Domaigns Registry Holdings Limited (09235699) and IG Markets South Africa Limited (07094705). Employee Benefit Trusts: IG Group Holdings plc Inland Revenue Approved Share Incentive Plan (UK Trust) IG Group Limited Employee Benefit Trust (Jersey Trust) IG Group Employee Equity Plan Trust (Australian Trust) 35. Subsequent events During the period from 1 June 2024 to 22 July 2024, the Group repurchased 2,939,818 ordinary shares with a nominal value of 0.005p for an aggregate purchase amount of £25.2 million (including related costs of £0.8 million). The total number of shares repurchased under the share buyback programme since 1 June 2023 up until 22 July 2024 amounted to 38,667,511. On 11 July 2024, the Group obtained a favourable ruling in respect to a Group of claims. For further details refer to note 23. There have been no other subsequent events that have a material impact on the Group’s financial information. Financial Statements continued Notes to the Financial Statements continued 165 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 #### Primary Statements Company Statement of Financial Position 167 Company Statement of Changes in Equity 168 Company Statement of Cash Flows 169 #### Notes to the Company Financial #### Statements 1. General information and basis of preparation 170 2. Material accounting policies 170 3. Auditors’ remuneration 170 4. Directors’ remuneration 170 5. Staff costs 170 6. Investment in subsidiaries 170 7. Leases 171 8. Cash flow information 171 9. Other receivables 172 10. Debt securities in issue 172 11. Other payables 172 12. Share capital and share premium 172 13. Merger reserve 172 14. Other reserves 172 15. Related party transactions 173 16. Directors’ shareholdings 173 17. Contingent liabilities, provisions and guarantees 173 18. Financial risk management 173 19. Subsequent events 173 20. Dividends paid and proposed 173 Company Financial Statements 166 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Company Financial Statements Note 31 May 2024 £m 31 May 2023 £m Assets Non-current assets Investment in subsidiaries 6 1,103.3 1,087. 2 Right-of-use assets 7 1.6 3.6 Prepayments 1.1 0.3 Other receivables 9 298.3 298.3 1,404.3 1,389.4 Current assets Prepayments 1.8 2.5 Other receivables 9 333.4 600.7 Cash and cash equivalents 2.4 0.9 337.6 6 0 4 .1 Total assets 1,741.9 1,993.5 Note 31 May 2024 £m 31 May 2023 £m Liabilities Non-current liabilities Debt securities in issue 10 298.1 297. 6 Lease liabilities 7 – 2.2 298.1 299.8 Current liabilities Other payables 11 8.0 189.0 Lease liabilities 7 2.5 2.6 10.5 191.6 Total liabilities 308.6 491.4 Equity Share capital and share premium 12 125.8 125.8 Merger reserve 13 590.0 590.0 Other reserves 14 (19.9) (5.9) Retained earnings 737. 4 792.2 Total equity 1,433.3 1,502.1 Total equity and liabilities 1,741.9 1,993.5 The Company’s profit for the year was £350.8 million (31 May 2023: profit of £423.4 million). The Financial Statements of IG Group Holdings plc (registered number 04677092) were approved by the Board of Directors on 24 July 2024 and signed on its behalf by: Charles A. Rozes Chief Financial Officer #### Company Statement of Financial Position #### as at 31 May 2024 167 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Company Financial Statements continued Share capital £m Share premium £m Merger reserve £m Other reserves £m Retained earnings £m Total equity £m At 1 June 2022 – 125.8 590.0 7. 5 725.9 1,449.2 Profit and total comprehensive income for the year – – – – 423.4 423.4 Equity dividends paid – – – – (188.1) (188.1) Movement due to share buyback – – – (2.1) (176.6) (178.7) Employee Benefit Trust purchase of own shares – – – (14.6) – (14.6) Transfer of vested awards from the share-based payment reserve – – – ( 7. 6 ) 7.6 – Equity-settled employee share-based payments – – – 13.3 – 13.3 Share-based payments converted to cash-settled liabilities – – – (2.4) – (2.4) At 31 May 2023 – 125.8 590.0 (5.9) 792.2 1,502.1 At 1 June 2023 – 125.8 590.0 (5.9) 792.2 1,502.1 Profit and total comprehensive income for the year – – – – 350.8 350.8 Equity dividends paid – – – – (178.3) (178.3) Movement due to share buyback – – – 0.6 (244.7) (244.1) Employee Benefit Trust purchase of own shares – – – (13.3) – (13.3) Transfer of vested awards from the share-based payment reserve – – – (17. 4) 17. 4 – Equity-settled employee share-based payments – – – 16.7 – 16.7 Share-based payments converted to cash-settled liabilities – – – (0.6) – (0.6) At 31 May 2024 – 125.8 590.0 (19.9) 737.4 1,433.3 #### Company Statement of Changes in Equity #### for the year ended 31 May 2024 168 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Note Year ended 31 May 2024 £m Year ended 31 May 2023 £m Operating activities Cash generated from operations 8 453.7 392.2 Net cash flow generated from operating activities 453.7 392.2 Financing activities Interest paid on lease liabilities (0.1) (0.2) Interest and other financing costs paid (12.6) (13.0) Repayment of principal element of lease liabilities (2.3) (2.0) Payments made for share buyback (245.6) (175.2) Equity dividends paid to owners of the parent (178.3) (188.1) Employee Benefit Trust purchase of own shares (13.3) (14.6) Net cash flow (used in) financing activities (452.2) (393.1) Net increase/(decrease) in cash and cash equivalents 1.5 (0.9) Cash and cash equivalents at the beginning of the year 0.9 1.8 Cash and cash equivalents at the end of the year 2.4 0.9 Company Financial Statements continued #### Company Statement of Cash Flows #### for the year ended 31 May 2024 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 169 ![]() IG Group Holdings plc Annual Report 2024 Company Financial Statements continued #### Notes to the Company Financial Statements 1. General information and basis of preparation General information The Financial Statements of IG Group Holdings plc (the Company) for the year ended 31 May 2024 were authorised for issue by the Board of Directors on 24 July 2024 and Statement of Financial Position was signed on the Board’s behalf by Charles A. Rozes. IG Group Holdings plc is a public company limited by shares, which is listed on the London Stock Exchange and incorporated in the United Kingdom and domiciled in England and Wales. The address of the registered office is Cannon Bridge House, 25 Dowgate Hill, London, EC4R 2YA. Basis of preparation The Financial Statements of the Company have been prepared in accordance with UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. There were no unendorsed standards effective for the year ended 31 May 2024 affecting these separate Financial Statements. The Financial Statements have been prepared under the historical cost convention and in conformity with UK-adopted International Accounting Standards require use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company’s accounting policies. There are no significant areas of judgement or complexity, or areas where assumptions and estimates are significant to the Company’s Financial Statements. As permitted by Section 408(1)(b), (4) of the Companies Act 2006, the individual Income Statement of the Company has not been presented in these Financial Statements. A Statement of Comprehensive Income has also not been presented in these Financial Statements. No items of other comprehensive income arose in the year (31 May 2023: £nil). The Company’s functional currency and presentational currency is Sterling. Basis of preparation Going concern assessment is disclosed within note 1 of the Consolidated Financial Statement. 2. Material accounting policies The accounting policies applied are the same as those set out in note 2 of the Consolidated Financial Statements except for the following: Investment in subsidiaries Subsidiaries are entities on which the Company has control. Control is achieved where the Company has existing rights that give it the ability to direct the activities that affect the Company’s returns and exposure or rights to variable returns from the entity. Investments in subsidiaries are stated at cost less accumulated impairment losses. Impairment of investment in subsidiaries The Directors of the Company carry out an annual assessment to determine if any indication of impairment exists. If such indicators are identified, then the amount of impairment is ascertained by comparing the carrying amount of the investment in each subsidiary to its recoverable amount. The recoverable amount of a subsidiary is determined based on VIU calculations which requires the use of assumptions. The calculation of VIU incorporates cash flow projections based on financial budgets approved by management. Dividends Dividends receivable are recognised when the shareholder’s right to receive the payment is established. 3. Auditors’ remuneration Auditors’ remuneration is disclosed within note 5 of the Consolidated Financial Statements. 4. Directors’ remuneration Directors’ remuneration is disclosed within the Director’s Remuneration Report section of the Group Annual Report. 5. Staff costs The Company has no employees (31 May 2023: nil). 6. Investment in subsidiaries 31 May 2024 £m 31 May 2023 £m Cost: At the beginning of the year 1,087.2 1,076.3 Equity-settled employee share-based payments 16.1 10.9 At the end of the year 1,103.3 1,087.2 The Company’s direct and indirectly owned subsidiaries are disclosed in note 34 of the Consolidated Financial Statements. The investments in subsidiaries are assessed annually by the Directors of the Company, to determine if there is any indication that any of the investments might be impaired. Based on an assessment carried out, the carrying amount of the Company’s investments in subsidiary is supported by the net present value of future cash flows. Therefore, no impairment was recognised during the current year. 170 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 7. Leases (i) Right-of-use asset 31 May 2024 £m 31 May 2023 £m Cost At the beginning of the year 10.1 9.7 Additions – 0.4 At the end of the year 10.1 10.1 Accumulated depreciation At beginning of the year 6.5 4.7 Charge for the year 2.0 1.8 At the end of the year 8.5 6.5 Net book value 1.6 3.6 The Company’s right-of-use asset represents the commercial lease for office space. The table below shows the discounted rental commitments under non-cancellable operating leases. Future minimum payments due 31 May 2024 £m 31 May 2023 £m Within one year 2.5 2.6 After one year but not more than five years – 2.2 2.5 4.8 The following table shows the maturity analysis of the undiscounted cash flows for non- cancellable leases. Balances due within 12 months equal their carrying balances as the impact of discounting is not significant. (ii) Lease liability Future minimum payments due 31 May 2024 £m 31 May 2023 £m Within one year 2.5 2.6 After one year but not more than five years – 2.5 2.5 5 .1 8. Cash flow information Year ended 31 May 2024 £m Year ended 31 May 2023 £m Operating activities Operating (loss) (6.2) (6.4) Dividends received 358.0 430.0 Lease asset depreciation 2.0 1.8 Decrease/(increase) in trade and other receivables 279.4 (204.9) (Decrease)/increase in trade and other payables (179.5) 171.7 Cash generated from operations 453.7 392.2 Liabilities arising from financing activities Debt securities in issue £m Leases £m Share buyback £m Total £m Liabilities as at 1 June 2022 297. 2 6.4 – 303.6 Shares repurchased including costs – – 177.3 177.3 Payments made for share buyback – – (175.2) (175.2) Financing arrangement fees (0.3) – – (0.3) Unwind of capitalised financing fees 0.7 – – 0.7 Lease payments made in the year – (2.2) – (2.2) Unwinding of discount on leases – 0.2 – 0.2 Changes to existing lease agreements – 0.4 – 0.4 Liabilities as at 31 May 2023 297.6 4.8 2.1 304.5 Liabilities as at 1 June 2023 297.6 4.8 2 .1 304.5 Shares repurchased including costs – – 248.2 248.2 Payments made for share buyback – – (245.6) (245.6) Amortisation of fees 0.3 – – 0.3 Lease payments made in the year – (2.4) – (2.4) Unwinding of discount 0.2 0.1 – 0.3 Liabilities as at 31 May 2024 298.1 2.5 4.7 305.3 Company Financial Statements continued Notes to the Company Financial Statements continued 171 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 9. Other receivables 31 May 2024 £m 31 May 2023 £m Amounts due from Group companies (current) – IG Markets Limited 316.1 589.1 – IG Index Limited 15.7 8.6 – Other Group companies 1.6 3.0 333.4 600.7 All amounts above are repayable on demand and are non-interest bearing. Under the Group’s cash management framework, entities holding cash that is surplus to short-term requirements generally lend the money to IG Markets Limited. In addition to the £316.1 million due from IG Markets Limited outlined above, the Company has entered into an agreement with IG Markets Limited to provide a £298.3 million loan to be repaid as one final payment in November 2028. This is classified within non-current other receivables in the Statement of Financial Position. 10. Debt securities in issue Details of debt securities in issue are disclosed within note 19 of the Consolidated Financial Statements. 11. Other payables 31 May 2024 £m 31 May 2023 £m Accruals and provisions 6.6 7.1 Other taxes and social security 1.4 1.8 Amounts due to Group companies – IG Group Limited – 180.0 – Other Group companies – 0.1 8.0 189.0 All amounts due to Group companies in the table above were repayable on demand and were non-interest bearing. 12. Share capital and share premium Share capital and share premium is disclosed within note 24 of the Consolidated Financial Statements. 13. Merger reserve Details of the merger reserve are disclosed within note 25 of the Consolidated Financial Statements. 14. Other reserves Share-based payments reserve £m Own shares held in Employee Benefit Trusts £m Share buyback reserve £m Total other reserves £m At 1 June 2022 13.5 (6.0) – 7.5 Equity-settled employee share- based payments 13.3 – – 13.3 Exercise of employee share awards (11.3 ) 11.3 – – Employee Benefit Trust purchase of shares – (14.6) – (14.6) Transfer of vested awards from the share-based payments reserve (7.6 ) – – ( 7. 6) Share-based payments converted to cash-settled liabilities (2.4) – – (2.4) Share buyback liability – – (2.1) (2.1) At 31 May 2023 5.5 (9.3) (2 .1) (5.9) At 1 June 2023 5.5 (9.3) (2.1) (5.9) Equity-settled employee share- based payments 16.7 – – 16.7 Exercise of employee share awards (18.1) 18.1 – – Employee Benefit Trust purchase of shares – (13.3) – (13.3) Transfer of vested awards from the share-based payments reserve (17.4) – – (17.4) Share-based payments converted to cash-settled liabilities (0.6) – – (0.6) Share buyback liability – – (1.5) (1.5) Transfer of complete share buyback – – 2 .1 2.1 At 31 May 2024 (13.9) (4.5) (1.5) (19.9) Company Financial Statements continued Notes to the Company Financial Statements continued 172 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 15. Related party transactions Transactions with related parties are as follows: Year ended 31 May 2024 £m Year ended 31 May 2023 £m Income: Subsidiary – dividends 358.0 430.0 358.0 430.0 Finance income: Subsidiary 12.3 13.2 12.3 13.2 Service income: Subsidiary 2.1 1.9 2.1 1.9 16. Directors’ shareholdings The Directors of the Company hold shares as disclosed in the Remuneration Report in the Group Annual Report. 17. Contingent liabilities and provisions In the ordinary course of business, the Company is required to issue guarantees on behalf of its subsidiaries. These primarily relate to guarantees provided to third party banks and hedging counterparties. Under the terms of the agreements the Company acts as guarantor for unsettled liabilities that may arise under other agreements between Group companies and financial institutions, in certain circumstances. The amounts guaranteed by the Company as at 31 May 2024 was £1.6 million (31 May 2023: £7.0 million). 18. Financial risk management Financial risks arising from financial instruments are managed at a Group-wide level and details are in the Risk Management section of the Group Annual Report. Credit risk Held within other receivables are amounts receivable by the Company from related parties that are unrated. The Directors consider the Company’s receivables to be recoverable as they are with Group companies and the companies have adequate resource to ensure repayment in full. Therefore, credit risk is minimal. Liquidity risk The following tables analyse the Company’s financial liabilities into relevant maturity categories based on their contractual maturities. The amounts disclosed in the table are the contractual undiscounted cash flows. The Company is able to obtain financial support from other Group companies if this is needed. Therefore, liquidity risk is minimal. 31 May 2024 Within 1 year £m Between 2 and 5 years £m Over 5 years £m Total £m Carrying amount £m Debt securities in issue 9.4 332.5 – 341.9 298.1 Lease liabilities 2.5 – – 2.5 2.5 Total 11.9 332.5 – 344.4 300.6 31 May 2023 Within 1 year £m Between 2 and 5 years £m Over 5 years £m Total £m Carrying amount £m Debt securities in issue 9.4 37.5 304.4 351.3 297.6 Lease liabilities 2.6 2.5 – 5.1 4.8 Total 12.0 40.0 304.4 356.4 302.4 Capital management The capital of the Company is managed as part of the capital of the Group. Further details are included in the Consolidated Financial Statements in note 30. 19. Subsequent events The subsequent events of the Company are the same as those disclosed in the notes to the Consolidated Financial Statements in note 35. 20. Dividends paid and proposed The dividends paid and proposed by the Company are the same as those disclosed in the notes to the Consolidated Financial Statements in note 11. Company Financial Statements continued Notes to the Company Financial Statements continued 173 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Shareholder information Shareholder communications You can opt to receive communications from us by email rather than by post and we will email you whenever we add shareholder communications to the Company’s website. Please visit investorcentre.co.uk/ and register for electronic communications. If you subsequently wish to change this instruction you can do so by contacting our Registrar at the address shown below. You can also make this request online via your Investor Centre account. The Registrar can also be contacted by telephone on +44 (0)371 495 2032. Calls to this number cost no more than a national rate call. These prices are for indication purposes only; if in doubt, please check the cost of calling this number with your phone line provider. Lines are open from 8:30am to 5:30pm, Monday to Friday, excluding bank holidays. Shareholder enquiries If you have any queries relating to your shareholding, dividend payments, lost share certificates, or change of personal details, please contact Computershare by using any of the contact details above. American Depositary Receipts (ADRs) IG’s ADR programme trades in the US OTC market, under the symbol IGGHY. Each ADR currently represents one ordinary share. Dividend dates Ex-dividend date 19 September 2024 Record date 20 September 2024 Last day to elect for dividend reinvestment plan 26 September 2024 Final dividend payment date 17 October 2024 Annual shareholder calendar Company reporting Final results announced 25 July 2024 Annual Report published 13 August 2024 Annual General Meeting 18 September 2024 Company information Directors (as at 24 July 2024) Executive Directors B T Corcoran (Chief Executive Officer) C A Rozes (Chief Financial Officer) Non-Executive Directors R M McTighe (Chair) J P Moulds R Bhasin A Didham M Flament Wu Gang S-A Hibberd M Le May S Skerritt H C Stevenson Group Company Secretary A Gibbs Registered number 04677092 Registered office Cannon Bridge House 25 Dowgate Hill London EC4R 2YA Brokers Barclays Bank plc 1 Churchill Place London E14 5RB Deutsche Numis 45 Gresham Street London EC2V 7BF Independent Auditors PricewaterhouseCoopers LLP Chartered Accountants and Statutory Auditors 7 More London Riverside London SE1 2RT Solicitors Linklaters LLP 1 Silk Street London EC2Y 8HQ Registrar Computershare Investor Services PLC The Pavilions Bridgewater Road Bristol BS99 6ZZ Shareholder and Company Information 174 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Appendices Appendix Property, plant and equipment excluding right-of-use asset £m 31 May 2024 31 May 2023 Property, plant and equipment 41.8 36.1 Right-of-use assets (note 14) (21.5) (18.5) Property, plant and equipment 1 20.3 17.6 1 Excludes right-of-use assets. Operating lease net liabilities £m 31 May 2024 31 May 2023 Right-of-use assets (note 14) 21.5 18.5 Lease liabilities (current) (8.7) (7. 4) Lease liabilities (non-current) (15.1) (13.3) Operating lease net liabilities (2.3) (2.2) Own cash £m 31 May 2024 31 May 2023 Cash and cash equivalents 983.2 798.5 Less: Amounts due to pooling arrangement (note 16) (70.9) (3.3) Own cash 912.3 795.2 Issued debt £m 31 May 2024 31 May 2023 Debt securities in issue (298.1) (297. 6) Unamortised fees capitalised (note 19) (1.4) (1.7) Issued debt (299.5) (299.3) Net amounts due from brokers £m 31 May 2024 31 May 2023 Financial investments – UK Government securities held at brokers (note 15) 345.0 372.3 Trade receivables – amounts due from brokers (note 17) 456.0 486.6 Trade payables – amounts due to brokers (note 21) (54.5) (48.6) Other assets (note 18) 36.6 15.0 Net amounts due from brokers 783.1 825.3 Financial investments £m 31 May 2024 31 May 2023 Financial investments (note 15) 460.7 606.4 Less: Financial investments – UK Government securities held at brokers (note 15) (345.0) (372.3) Financial investments 115.7 234.1 Net deferred tax liability £m 31 May 2024 31 May 2023 Deferred tax assets (note 9) 24.6 23.2 Deferred tax liabilities (note 9) (51.3) (60.8) Net deferred tax liability (26.7) (37.6) Net tax receivable £m 31 May 2024 31 May 2023 Income tax receivable (note 9) 10.3 8.8 Income tax payable (note 9) (8.1) (6.1) Net tax receivable 2.2 2.7 Own funds in client money £m 31 May 2024 31 May 2023 Trade receivables – own funds in client money (note 17) 49.4 79.4 Less: Trade payables – amounts due to clients 1 (2.1) (4.3) Own funds in client money 47.3 75.1 1 Amounts considered as part of own funds. Working capital £m 31 May 2024 31 May 2023 Prepayments (non-current) 5.4 0.3 Prepayments (current) 27. 4 25.3 Amounts due from clients (note 17) 2.9 4.4 Unamortised fees capitalised (note 19) 1.4 1.7 Other receivables 15.3 10.0 Other payables (non-current) (note 22) (1.3) (1.2) Other payables – Accruals (note 22) (98.6) (109.4) Other payables – Payroll taxes, social security and other taxes (note 22) (6.0) (3.5) Trade payables – amounts due to clients 1 (1.7) (2.0) Working capital (55.2) (74.4) 1 Amounts considered part of working capital. Appendices Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 175 ![]() IG Group Holdings plc Annual Report 2024 Net own funds generated from operations £m FY24 FY23 Cash generated from operations 360.0 221.4 Interest received on client funds 142.7 75.8 Interest paid on client funds (2.8) (1.0) Cash generated from operations net of client interest 499.9 296.2 – (Increase) in other assets (21.6) (0.8) – (Decrease)/increase in trade payables (18.5) 95.3 – Decrease/(increase) in trade receivables (10.2) 102.5 – Repayment of principal element of lease liabilities (6.6) ( 7.1) – Interest paid on lease liabilities (1.3) (0.5) – Fair value movement in financial investments 11.3 (18.1) Own funds generated from operations (A) 453.0 467.5 Profit before tax (B) 400.8 449.9 Conversion rate from profit to cash (A/B) % 113% 104% Adjusted operating costs £m FY24 FY23 Operating costs (Note 4) 6 0 4 .1 583.8 – Net credit losses on financial assets 15.5 1.1 Operating costs inc. net credit losses 619.6 584.9 – Operating costs relating to the operational improvement programme (19.1) – – Amortisation on tastytrade acquisition intangibles and recurring non-cash costs (35.1) ( 37.0) – Operating costs relating to the tastytrade acquisition and integration (1.3) (2.7) – Operating costs relating to the Nadex sale – (4.2) Adjusted operating costs 564.1 541.0 Adjusted profit before tax and earnings per share £m (unless stated) FY24 FY23 Earnings per share (p) (Consolidated Income Statement) 79.4 86.9 Weighted average number of shares for the calculation of EPS (millions) (note 10) 387. 8 418.7 Profit after tax (Consolidated Income Statement) 307.7 363.7 Tax expense (Consolidated Income Statement) 93.1 86.2 Profit before tax (Consolidated Income Statement) 400.8 449.9 – Operating costs relating to operational improvement programme 19.1 – – Operating costs relating to the tastytrade acquisition and integration 1.3 2.7 – Amortisation on tastytrade acquisition intangibles and recurring non-cash costs 35.1 37.0 – Operating costs relating to the Nadex sale – 4.2 – Operating income relating to Nadex sale – (3.3) Adjusted profit before tax (A) 456.3 490.5 Adjusted tax expense (106.0) (94.0) Adjusted profit after tax 350.3 396.5 Adjusted earnings per share (pence per share) 90.3 94.7 Adjusted revenue (B) 987. 3 1,022.6 Adjusted PBT margin (A/B) % 46.2% 48.0% Appendices continued 176 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Group-wide Key Performance Indicator (KPI) Definitions Net trading revenue (£m) Represents the transaction fees paid by clients (client income), net of introducing partner commissions, our external hedging costs, client trading profit and losses, and corresponding hedging profits and losses. Total revenue (£m) Represents the sum of net trading revenue and interest income. Net operating income (£m) Represents trading revenue, interest income and other operating income, net of introducing partner commissions, betting duty and financial transaction taxes. Net trading revenue generated from non-OTC products (%) Represents net trading revenue generated from exchange traded derivatives and stock trading and investments. Adjusted profit before tax margin (%) Represents the profit that we generate as a percentage of total revenue, prior to tax charges, on an adjusted basis. Net own funds generated from operations (£m) Represents the level of net own funds (cash) that we generate from our operations after deductions for taxes. Total number of active clients (000) Represents the total number of unique clients who have generated trading revenue from our OTC or ETD products, or stock trading and investment clients who held a balance at the period end. Employee engagement score (%) Represents the average score of four key questions from or annual employee survey. Gender diversity (%) Represents the percentage of women employed across the Group. ESG KPI: scope 1–3 greenhouse gas emissions per employee (TCO 2 e) Total scope 1–3 greenhouse gas emissions in the financial year, divided by average headcount during the year. ESG KPI: people benefiting from our Brighter Future initiatives globally Represents the total number of people benefiting from collaboration between IG Group and charity partners such as Teach First. This includes both direct and indirect impact. Platform uptime (%) This measures the percentage of time that IG’s trading platforms were online during the financial year. Partial outages or degradation of service are included as uptime. Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 177 ![]() IG Group Holdings plc Annual Report 2024 Notes 178 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() IG Group Holdings plc Annual Report 2024 Notes Strategic Repot Governance Repot Financial Statements Shareholder and Company Information 179 ![]() IG Group Holdings plc Annual Report 2024 Notes 180 Strategic Repot Governance Repot Financial Statements Shareholder and Company Information ![]() Cautionary statement Certain statements included in our 2024 Annual Report, or incorporated by reference to it, may constitute ‘forward-looking statements’ in respect of the Group’s operations, performance, prospects and/or financial condition. Forward-looking statements involve known and unknown risks and uncertainties because they are beyond the Group’s control and are based on current beliefs and expectations about future events about the Group and the industry in which the Group operates. No assurance can be given that such future results will be achieved; actual events or results may differ materially as a result of risks and uncertainties facing the Group. If the assumptions on which the Group bases its forward-looking statements change, actual results may differ from those expressed in such statements. The forward-looking statements contained herein reflect knowledge and information available at the date of this Annual Report and the Group undertakes no obligation to update these forward-looking statements except as required by law. This report does not constitute or form part of any offer or invitation to sell, or any solicitation of any offer to purchase, any shares or other securities in the Company, and nothing in this report should be construed as a profit forecast. Printed by a CarbonNeutral® Company certified to ISO 14001 environmental management system. Printed on material from well-managed, FSC® certified forests and other controlled sources. 100% of the inks used are HP Indigo ElectroInk which complies with RoHS legislation and meets the chemical requirements of the Nordic Ecolabel (Nordic Swan) for printing companies, 95% of press chemicals are recycled for further use and, on average 99% of any waste associated with this production will be recycled and the remaining 1% used to generate energy. The paper is Carbon Balanced with World Land Trust, an international conservation charity, who offset carbon emissions through the purchase and preservation of high conservation value land. Through protecting standing forests, under threat of clearance, carbon is locked-in, that would otherwise be released. ![]() IG Group Holdings plc Cannon Bridge House 25 Dowgate Hill London EC4R 2YA T: +44 (0)20 7896 0011 F: +44 (0)20 7896 0010 W: iggroup.com