## Investing for a ## world of change ### Integrated Annual Report 2022 ## As an active investor of client capital, our primary task is to achieve ## the investment outcomes they require and, as a firm, to contribute ## to a better tomorrow for our stakeholders. | We operate and invest in a world of change. | The painful and volatile arrival of the multi- | | --- | --- | | When we launched the Ninety One brand, we | polar world, at a time when strong forces are | | thought this phrase aptly described what we | driving deglobalisation in the global economy, | | have been about since our inception in 1991. | complicates our task. In the final quarter of | | Over the past year, change, as ubiquitous as | this reporting period, Russia added fuel to the | | ever, has shaped markets, geopolitics, the global | fire with its invasion of Ukraine. With finance | | economy, our industry, and the world we inhabit. | weaponised in response, it has become easier, | and sometimes expedient, to exclude rather In a mighty bid to influence change for the good, than include. humanity united at COP26. Governments and investors are resolved to find ways to avert Given the magnitude of the transition finance harmful climate change, a creeping threat as challenge, it is imperative that capital flows greenhouse gas emissions warm the planet. towards return and impact. Ninety One will Carbon is the largest contributor to this. The continue to advocate for a world of open existential challenge of our times is to put the capital markets. As forces of localisation and world on course to meet the net-zero objectives regionalisation have been unleashed, global and by the middle of this century. Failure is not international investing have become even more an option. We must arrest global warming, relevant, from both return-seeking and impact re-establish respect for nature, and put the perspectives. Ninety One will always be seeking world economy on the path of sustainability. these opportunities for its clients. We argued publicly last year that immediate While we recognise the challenges, we invest for decarbonisation of portfolios will not achieve a a world of change. We are motivated and we are decarbonised world. We also argued that the excited about what the future holds. transition of the world economy and its energy system needs to be inclusive and fair. We believe Hendrik du Toit no one should be left behind, because a partial Chief Executive Officer decarbonisation will not achieve the outcome the world requires. This is why we have promoted the concept of transition rather than exclusion. This principle, indeed, is now conventional wisdom in sensible circles. With the financial sector firmly behind transition, we need to keep reminding everyone that this effort should be inclusive. Vast amounts of finance will need to be mobilised and applied to achieve a transition in time. Transition finance is a vital component for success. Ninety One intends to contribute actively and vigorously to these endeavours. We believe, that this is investing for a better tomorrow. Strategic Report ### Key numbers 1 4 Ninety One at a Glance (as at 31 March 2022) 6 Our Business Model 1 8 Chairman and Chief Executive Officer’s Statement 12 Our Strategy ## 14 Tracking our Strategic Progress £143.9bn £230.4m 16 Our Stakeholders 2021: £130.9bn 2021: £206.2m 18 Our People and Culture 23 Our Clients Assets under management (“AUM”) Adjusted operating profit 24 Our Shareholders 26 Sustainability 41 Non-Financial Information Statement | | £267.1m | 19.2p | | | --- | --- | --- | --- | | 42 Financial Review | | | Strategic ReportGovernanceFinancial StatementsAdditional Information | | 49 Risk Management | 2021: £204.1m | 2021: 17.0p | | | 52 Principal Risks | Profit before tax | Adjusted earnings per share | | Governance 58 Chairman’s Introduction ## £5.0bn 22.6p 60 Board of Directors 67 DLC Nominations and Directors’ 2021: £(0.2)bn 2021: 16.9p Affairs Committee Report Net flows Basic earnings per share 70 DLC Audit and Risk Committee Report 75 DLC Sustainability, Social and Ethics Committee Report ## 78 DLC Human Capital and Remuneration 68% 25% Committee Report | 81 Summary of the Policy – Executive | | 2021: 82% | 2021: 23% | | --- | --- | --- | --- | | | Directors | Investment outperformance | Staff ownership | | 87 Annual Report on Remuneration | | (3-year) | | 100 Directors’ Report 106 Directors’ Responsibility Statement Financial Statements 110 Independent Auditor’s Reports 120 Consolidated Financial Statements 156 Annexure to the Consolidated Financial Statements 158 Ninety One plc Company Financial Statements Additional Information 166 Glossary 168 Shareholder Information Investing for a world of change Other sources of information Front cover image: Whales play a vital role in This report, together with various other reports and documents (including our our marine ecosystem. While they help maintain Sustainability and Stewardship Report and TCFD Report) can be found on our website: a stable food chain and re-distribute nutrients across the seas, they also help us fight the ### www.ninetyone.com climate crisis. Through its lifetime, the average whale captures the same amount of carbon as 1,000 trees. Yet they are at risk of swallowing plastic that looks like their natural food, or being caught in some of the lost or discarded plastic- based fishing nets and rope. The Save our Seas Act becoming law in 2018 was one important 1. Refer to explanations and definitions, including alternative performance measures, on pages step in reducing ocean plastic. 46 to 47 and 166 and 167. ## Strategic Report 2 Investing for a world of change Experts estimate about a third of the world’s global commercial fishing catch is unwanted fish and marine life, known as bycatch. Sea turtles, sharks and rays, including threatened species, are part of that bycatch when they become entangled in nets. New illuminated nets that glow green with LED lights are showing promising results in reducing bycatch, and by using solar-powered lights, these become more sustainable and reduce the ongoing operational costs. 3 Strategic ReportGovernanceFinancial StatementsAdditional Information ## Ninety One at a Glance ## Ninety One is an active investment manager. We invest 4 ## capital on behalf of our clients to help them achieve their ## long-term financial objectives. ### What we offer Ninety One offers a range of specialist and outcomes-oriented strategies covering multiple asset classes and managed by teams with several distinct investment skill sets. Core asset 1 | class offerings | £68.0bn | £36.7bn | £25.2bn | £4.1bn | | --- | --- | --- | --- | --- | | | –– | –– | –– | –– | | | Equities | Fixed income | Multi-asset | Alternatives | Distinct skill sets 4Factor Quality Value Multi-Asset Fixed Income Alternatives Client demand Our offering provides active specialist and outcomes-oriented strategies 1. Excluding South African fund platform net assets of c.£10.0bn. ### Where we operate and source our AUM UK AUM Europe AUM ### –– ### –– ## £27. 2bn ## £17.1 bn Americas AUM ### –– ## £17.9bn | Africa AUM | | Asia Pacific AUM | | | --- | --- | --- | --- | | | –– | | –– | | £56.1bn | | £25.7bn | | Investments Client Group Operations ## 1,182 staff 21 offices 14 countries Ninety One Integrated Annual Report 2022 ## –– –– –– ### Our purpose 5 ### Investing for a better tomorrow Better firm Better investing Better world We are building a firm that aims to Long-term investment excellence We are dedicated to building a better achieve excellence over the long term, is our primary function and it is non- world. We are responsible citizens of with a culture that encourages our negotiable. We aim to provide our our societies and natural environment. people to reach their highest potential clients with investment outcomes and puts our clients at the centre of that allow them to achieve their our business. financial goals. Strategic ReportGovernanceFinancial StatementsAdditional Information ### Our value One overriding value – do the right thing. We ask our people to do the right thing in all they do. We see nine key spheres where we can articulate the purpose and relevance of this simple value. Do the right thing for... –Our clients –Our business –Our regulators –Your team –Each other –Our environment –Our society –Your family –Yourself ### Our culture Our culture embodies our overriding value to do the right thing in the nine spheres outlined above. This one value informs every decision that our people make, as well as our strong sense of purpose. This allows us to trust our people and to give them freedom to create and be themselves. This in turn nurtures a culture where we can collectively achieve without sacrificing our individual selves. Read more about our culture on pages 18 to 19. ### Our strategic principles We are a patient, organic, long-term and intergenerational business, which is reflected in our consistent strategy, focused around our three strategic principles: ɽ We offer organically developed investment capabilities. ɽ We operate globally in both the institutional and advisor space. ɽ We have an approach to growth that is driven by structural medium- to long-term client demand and competitive investment performance. These principles guide our strategic priorities described on pages 12 to 13. ### Responsible citizens We are guided by our values to do the right thing for our environment, society and each other. They are the driving forces behind our purpose and our commitment to investing for a better tomorrow. To achieve this, we place sustainability at the core of our business, via our three-dimensional sustainability framework: Invest Advocate Inhabit ESG analysis is integrated across our We seek to lead the conversation We believe change starts at home. investment strategies. We also offer on sustainable investing. We run our business responsibly sustainable and impact investment and act sustainably. solutions. Read more about our approach to sustainability on pages 26 to 40. ## Our Business Model ## Ninety One is an active investment manager serving third-party clients. 6 ### Defining characteristics of our ### business model ### W ### t ### s e ### e ### v d Client-centric with global reach and local presence ### n e ### i v Our clients come first. We build meaningful, long-term ### e e ### r ### l relationships with our clients and serve them in the ### o ### e ### p locations where they are based. Ninety One ## W Our Clients concentrates on the institutional and advisor channels which are predominantly professionally We put clients at the intermediated. We also build long-term relationships centre of our business with intermediaries. Owner-culture with stable and experienced leadership Our people have the freedom to create within clear ### W r parameters determined by our values, team and ### e d e l i v e strategy. Our employees are significant shareholders, which underpins our long-term approach, motivation We develop levels and alignment with our stakeholders. This model We develop active investment capabilities organically over is attractive to top talent. time for the benefit of our clients. We deliver Emerging markets heritage To stay in business over the long term, we need to deliver the We are one of the few investment management firms to performance outcomes expected by our clients. This allows have developed a substantial global footprint from us to participate in investment management fees, based on emerging market origins. a percentage of AUM. This is the main driver of our revenues. We also earn performance fees on a limited number of investment strategies. Diversified offering of specialist active strategies We reinvest We evolve our offering to be relevant to our clients, We continuously reinvest in our business, helping to create to help them meet their investment objectives. The capabilities to meet our clients’ changing requirements and diversified nature of our offering supports our business to grow revenue. through market cycles. Our ownership culture drives a long-term focus and a consistency of strategy. This approach has underwritten our successful long-term track record of profitable Capital efficient and cash generative organic growth. We have a long track record of profitable growth. We invest in our business for the long term. We are committed to our talent-intensive and capital-light model. This is a cash-generative business mindful of shareholder value. ### How we create value for our stakeholders ### For clients For people Developing and maintaining relevant Creating an environment where our people strategies and products for our clients can excel in delivering for our clients and other to invest in to achieve their long-term stakeholders. We want our people to enjoy the financial objectives. work they do and have the freedom to be themselves, within a team context, while participating in the value they create. Ninety One Integrated Annual Report 2022 ### How we operate 7 Investments Equities Fixed income Multi-asset Alternatives 4Factor Quality Value Multi-Asset Fixed Income Alternatives Investment support Strategic ReportGovernanceFinancial StatementsAdditional Information Client Group Africa United Kingdom Asia Pacific Europe Americas Global marketing and client support Operations Legal, Compliance and Human Investment and Product Information Finance Operational Risk Capital Client Operations Management Technology Investments Client Group We invest across multiple asset classes and our investment Ninety One operates globally, servicing institutional and teams are organised according to specialist skillsets. advisor clients. Client assets are managed on a segregated and a pooled basis. This diversity allows the team to focus on the long term and to produce desired outcomes for clients through the cycle. Five regionally defined Client Groups are responsible for We have three specialist teams investing in equities on a all aspects of client engagement, asset raising and client global and regional basis. The 4Factor, Quality and Value service. Having client teams located in key locations across teams invest according to their own unique style and the globe facilitates close relationships with our clients and, philosophy. The Fixed Income team largely invests in where necessary, enables us to deliver a bespoke service emerging market bonds and credit. The Multi-Asset team that meets specific local requirements. Close cooperation benefits from insights across the entire firm, delivering across our teams allows us to share best practice and global and regional growth, thematic and income strategies. ensures that our clients can benefit from a diverse range The Alternatives offering focuses on private credit. of expertise. The investment teams are globally integrated and are The Client Groups are supported by a global marketing team centrally supported by the Chief Investment Officers’ office, responsible for branding, client material, events and digital performance, risk (including ESG) and dealing teams. engagement. Operations In South Africa, we also have a fund platform for independent Ninety One deploys a globally integrated operations platform financial advisers that provides access to investment that partners with global service providers across the value products from both Ninety One and other managers. chain. Our operating model allows for agility and efficiency. For more information on individual locations, see page 4. ### How we create value for our stakeholders ### For shareholders For society and the environment Generating good returns over the Behaving responsibly and with integrity, long term. and advocating for an inclusive and fair transition to a more sustainable world. ## Chairman and Chief Executive ## Officer’sStatement ## We know that somewhere in 8 ## the discomfort of challenging ## conditions and amid rapid ## change lies opportunity. ### Our financial year 2022 has again been a year of two parts. Our strategy is delivering results It started with a strong market rebound supported by the We are pleased to report record earnings and assets under global vaccine rollout and continued stimulus from central management for the 2022 financial year. This result reflects banks. In the final quarter, business conditions deteriorated the robustness of our simple but diversified business markedly. The Russian invasion of Ukraine and its model. Assets under management grew by 10%. Ninety consequences added uncertainty to an environment One generated net inflows of £5.0 billion over the year challenged by rising inflation, expectations of interest (2021: net outflows £0.2 billion). It is particularly pleasing rateincreases, and liquidity withdrawal amidst growing that we achieved net inflows in all of the major asset political uncertainty. classes, in all our regions and in both our client channels. At Ninety One, we talk about investing for a world of Our adjusted operating profit increased by 12% to £230.4 change. It is not easy, but it can be rewarding. We know million (2021: £206.2 million). The adjusted earnings per that somewhere in the discomfort of challenging share (“EPS”) increased by 13%, while the basic EPS grew conditions and amid rapid change lies opportunity. by 34%. Ours is a battle-hardened and resilient business adept tonavigating change and finding opportunity. We are mindful of the fact that our value proposition is acombination of competitive investment performance, We thank our clients and other stakeholders for their relevant offerings and a consistent strategy focused on continued support after 31 years in business. That support thelong term. At Ninety One, our clients always come is vital for our future success. We also acknowledge our firstand we have benefited from the opportunity to engage people’s efforts and sustained contributions over time. in person as well as virtually. Client activity increased markedly over the second half of the year as many of our ### People and culture markets relaxed their COVID-19 restrictions. Our leadership Ours is a people-centric business model, reliant on a strong and organisational stability allow us to think long term, and healthy owner-culture to attract and retain the best whilelooking out and focusing on markets and clients. talent. Diversity and inclusion are key pillars on which our Ourstakeholders, once again, benefited from this over employment proposition has been built. We encourage thereporting period. ourpeople to be themselves and express their individuality, but always in a team context. We have recorded solid growth in the North American institutional market, as demonstrated by the net inflows. Our culture remains strong and functions as the glue that Similarly, in the UK, we are starting to see the results of binds us together. Our employees now own over a quarter ourrecent investment in this market. We continue to of the equity in Ninety One. This is an indication of long- seegrowth opportunities in these regions and we have term orientation and appropriate alignment of interest seengood momentum in South Africa. withour stakeholders. Ninety One Integrated Annual Report 2022 Our strategy remains consistent. We intend to grow in ourcurrent markets by offering client-relevant strategies 3,586 9 which produce the required results over time. This requires a combination of consistency and creativity. Creativity 2,445 is key to successful innovation over time. In this highly competitive industry, those who fail to raise their game 1,572 year after year inevitably fall behind. 500 215 284 269 ### Investing for long-term growth (153) Our strategy is clear and our focus is on execution (674) irrespective of market conditions. We are continuing to invest via the cost line to support our long-term organic growth. We have a solid platform for future growth, with Strategic ReportGovernanceFinancial StatementsAdditional Information abrand that is widely recognised, and a credible organic (3,225) track record. We have made good progress on scaling FY22 FY21 more of our strategies and now have 35 larger than £1billion, compared to 21 in 2017. But there is still much Equities Multi-asset SA fund platform work to do on this front. Fixed income Alternatives We continue to roll out new strategies, launching on average two or three per year. New strategies contributed meaningfully to net inflows over the past five years. At the same time, we cut strategies and products that experience 1,801 1,707 low levels of current client interest and for which we do not 1,555 foresee demand over the long term. The yin of long-term stability and the yang of creativity and innovation are key 782 elements of our formula for sustained organic growth in 500 this industry. 378 403 At Ninety One, we see the North American market as the game-changing medium-term opportunity. The results (170) ofthe past year were encouraging and we intend to work hard to accelerate our growth in this market. Over the (653) pastyear we have continued to invest in our presence inNorth America. FY22 FY21 (1,484) We have seen good momentum in South Africa, where United Kingdom Europe Asia Pacific2 wehave a market-leading position. In spite of the fact that Africa Americas Ninety One is better equipped than most of its domestic competitors to deal with the changes brought about by therecent relaxation of exchange controls, the outcome isfar from certain. The ongoing travel restrictions have slowed down 2,484 2,532 theimplementation of our plans for China. Despite thenear-term obstacles, we continue to see China asanopportunity for Ninety One over the long term. 1,522 Net flows by Client Group1 Net flows by asset class1 In the coming year, Ninety One will face its fair share Net flows by client type1 £m £m of challenges. These include volatile and possibly £m unsupportive financial market conditions, hostile macro- economic conditions – including rising interest rates, muted interest in emerging markets investing, the implications of the substantial relaxation of exchange controls relating to South African institutional and mutual fund investment and the increased regulatory and public (1,719) scrutiny of sustainable investing. We are used to navigating FY22 FY21 hostile as well as supportive markets and have developed Advisor Institutional plans for each of the challenges mentioned above. 1. Net outflows of £0.2 billion in financial year 2021 and net inflows of £5.0 billion in financial year 2022. 2. Asia Pacific includes Middle East. Chairman and Chief Executive Officer’s Statement Although we acknowledge the much-publicised structural challenges facing the investment management industry, 10 we remain resolute that this industry is full of opportunity. Investment management at its core is a talent and results Since 78 22 business. Therefore, culture and consistent commitment inception to improvement really matter. Scale helps, but at the 10-year 86 14 high-value end, there are many other more important success factors. 5-year 80 20 ### Investment performance 3-year 68 32 Our aggregate asset-weighted performance measures remained excellent throughout most of the year. At the end 1-year 50 50 of the third quarter our short- and long-term investment performance numbers looked even more compelling than at the interim stage. Unfortunately, the market volatility in Outperformance the final quarter affected the numbers adversely. Firmwide Underperformance investment performance remains competitive, with 68% of our strategies outperforming their benchmarks over three years as at 31 March 2022. Over the longer term, firm-wide outperformance remained strong at 80% and 86% over five and 10 years, respectively. ### Sustainability with substance 10-year 32 38 23 7 In line with our stated purpose of investing for a better tomorrow through building a better firm, striving to invest 5-year 21 36 32 10 better and actively contributing to a better world, our sustainability efforts have intensified over the past year. 3-year 16 33 33 18 We have developed strong and appropriately nuanced positions on this topic, which have been incorporated in 1-year 26 10 36 28 our transition plan. More information on our transition plan is included in our First quartile Third quartile Sustainability and Stewardship Report, available on our Second quartile Fourth quartile website. 1. Totals may not add up to 100% due to rounding. During this reporting period, we have continued to deliver on our commitment to put sustainability at the centre of our business. We have moved up a gear and implemented our new framework, Sustainability 3.0. Climate is our mainpriority given the existential nature of this threat. Ourmain concern is real-world decarbonisation in line with our net-zero commitment and not mere portfolio decarbonisation. This requires that we focus on an inclusive transition. At Ninety One, we believe that no one should be left behind in the race to net zero, especially vulnerable communities in emerging markets. Finance has a constructive role to play in the battle against climate change and in other dimensions Firm-wide investment performance Mutual fund investment performance1 ofsustainability. Ninety One is working hard to contribute As at 31 March 2022 As at 31 March 2022 towards this, beyond advocacy, by deploying client capital % % sensibly and productively in pursuit of a more sustainable world. Our senior people have been encouraged to participate actively in leading industry initiatives such as theSustainable Markets Initiative (“SMI”) and the Glasgow Financial Alliance for Net Zero (“GFANZ”). We see this as ourduty, but also as a multi-decade business opportunity. Ninety One is determined to be on the right side of history in respect of sustainability. Ninety One Integrated Annual Report 2022 ## The Board and governance Our Board is functioning well. Khumo Shuenyane joined the Board on 1 August 2021 as a Non-Executive Director, succeeding Fani Titi. We thank Fani for his valued contribution over many years and his continued support. Khumo brings extensive financial and commercial expertise and experience to the Board and we are delighted that Ninety One can benefit from his presence. Following from shareholder feedback, we have adjusted the composition of the DLC Nominations and Directors' Affairs Committee. We welcome Busi Mabuza to this committee. This committee is now fully independent. The Board is united in its desire to provide our stakeholders with high-quality governance. This starts with regular stakeholder engagement, which was maintained virtually throughout the reporting period, due to ongoing COVID-19 restrictions. ## Dividend The Board has considered the strength of the balance sheet and has recommended a final dividend of 7.7 pence per share (2021: 6.7 pence) to shareholders at the AGM, resulting in a full-year dividend of 14.6 pence per share, an increase of 16%. This is in line with our dividend policy to pay out at least 50% of profit after tax, plus the remainder of after-tax earnings not required for business or regulatory purposes. Subject to shareholder approval, the final dividend will be paid on 5 August 2022 to shareholders on the register at 15 July 2022. ## Outlook At the interim stage, we pointed to risks that could make market conditions less supportive than at the outset of this reporting period. Many of those have materialised and were accentuated by the Russian invasion of Ukraine. The coming year will be challenging and we enter it with appropriate levels of caution. As we have done since inception in 1991, we continue to invest for long-term growth. Ninety One is a resilient business, with a diversified product offering and a track record of navigating challenges and change. We see ample growth opportunities ahead as long as we keep delivering for our clients and serve society at large. We will be actively involved in the move to a more sustainable future, including the financing of this multi-decade transition. Our stated purpose is, after all, to invest for a better tomorrow. Our focus remains firmly on execution. We look to the future with confidence. Gareth Penny Chairman Hendrik du Toit Chief Executive Officer ## Section 172 The Board is fully aware of its duties under s172(1) of the UK's Companies Act 2006 to promote the success of Ninety One for the benefit of its shareholders as a whole, while having regard to the interests of all Ninety One stakeholders, and in doing so having regard (among other matters) to: - the likely consequences of any decision in the long term; - the interests of the company's employees; - the need to foster the company's business relationships with suppliers, customers and others; - the impact of the company's operations on the community and the environment; - the desirability of the company maintaining a reputation for high standards of business conduct; and - the need to act fairly as between members of the company. Details of Ninety One's Board engagement with key stakeholders are included in Our Stakeholders section on pages 16 and 17. Details of our relationships with suppliers, regulators and peers are included on page 26. Further details of the Board's activities are described in the Governance Report on page 64. 33 Strategic Report Governance Financial Statements Additional Information ![img-0.jpeg](img-0.jpeg) Key ## Our Strategy Adjusted EPS Key employee retention and succession planning Investment performance Commitment to sustainability Net flows Relationships and reputation ### Strategic priorities 12 Capture the growth Develop differentiated Focus on growth in Ensure sustainability is at the core of Continuously invest in our people and inherent in our current strategies, anticipating professionally intermediated our business build an intergenerational business capability set client needs channels (advisor and institutional) ## 2 31 Why is this important? We serve a clearly defined client base and keep our business simple, yet relevant. We are committed to positioning our business on the right We are a people business with a culture that is key to our side of history. long-term success. We align our investment offerings with long-term client demand. We take our responsibility as active stewards of client We want to recruit and retain world-class talent who are capital seriously. empowered with the freedom to create, to build a successful, long-term and intergenerational business for all our stakeholders. We advocate for sustainability across the world by seeking tocontribute to the conversation on sustainable investing. We aim to inhabit our world better by measuring and managingthe environmental and societal impact of our ownbusiness activities. Link to key performance indicators Our progress in FY 2022 | ɽ Our current product offering remains | ɽ We have a track record of evolving | ɽ We continued to maintain a diversified | ɽ We continued to advance our sustainability drive by | ɽ During the year, our stable, experienced and highly-skilled | | --- | --- | --- | --- | --- | | client relevant and diverse across | our offering across asset classes to | asset base across institutional and | launching the next phase of our sustainability activities | staff complement showed significant commitment. | | asset classes and investment styles to | meet future client demand. | advisor clients and saw AUM and net | –‘Sustainability 3.0’. | • The total staff shareholding in Ninety One increased | | suit varying client needs. It is also well- | ɽ A number of our recently launched | flow growth in both channels. This is | ɽ To ensure alignment and oversight of all sustainability | to25.4%, demonstrating our continuing owner culture | | positioned for future client demand | investment strategies saw positive | a reflection of the growing depth of | initiatives at Ninety One, we created a newrole and appointed | andthe long-term commitment of our people. | | and growth. | flow momentum in the year. | our global client relationships. | our first Chief Sustainability Officer. | | • Staff turnover increased over the financial year, ɽ It was a year of significant client ɽ In contrast, some of our newer Asia ɽ Institutional net inflows were ɽ Further progress was made under the ‘Invest’ pillar, including: butremained in line with the historic trends. engagement and we were pleased to equity strategies suffered some generated by the European • Developing our range of investment solutions that focus ɽ Building talent density remained a priority with a number see a shift back from virtual to more modest net outflows due to Chinese (particularly Germany), Asia Pacific onthe energy transition and sustainability more broadly. ofsignificant hires made during the year. Furthermore, our physical events. As before, we were market volatility and changes in (mainly Australia) and North American succession-planning efforts during the year reflected • Developing a firm-wide framework for transition-plan able to maintain the intensity and clientrisk appetite during the year. Client Groups. our desire to build a truly intergenerational business. assessment. quality of our client interactions. ɽ Over the year, advisor net inflows ɽ We have various other strategies ɽ This year saw much greater office attendance following • Set strategic engagement priorities across investment ɽ We achieved net inflows compared inthe development phase. These were primarily driven by our South themost intense periods of the pandemic and as we remain teams, including prioritising engagements with highest tooutflows in the prior year. include thematic sustainability African and UK Client Groups. committed to being a people-centric organisation where emitters. ɽ Investment performance remained relatedequity offerings, income theoffice remains the centre of gravity. • Further improved carbon and climate data to better competitive and displayed an solutions and specialist credit. • Our organisation development team undertook understand exposure and transition pathways. improving trend. However, the aprojecttore-articulate our culture involving 37 in- investment performance in the final ɽ Progress was made in our ‘Advocate’ pillar, including: personworkshops with the majority of our employees. quarter deteriorated, following the • Establishing a powerful advocacy position around the need OurFounderand Chief Executive Officer personally market correction in February 2022. tofocus on actual decarbonisation and an equitable attendedover half of the sessions. transition for emerging markets. The workshops allowed our employees to reconnect • Becoming a signatory to the updated UK Stewardship Code. andenabled multiple opportunities to gather staff feedbackafter a difficult time through the pandemic. • Joining the ASCOR project to develop an assessment framework to measure the climate change governance ɽ We continued to actively communicate with our people andperformance of sovereigns. including regular staff communications, staff socials andleadership and team offsites, which have all helped • Participating in the transition financing workstreams preserveand perpetuate the unique culture of the ofbothGFANZ and the SMI. businessamong our people. ɽ Progress was made in our ‘Inhabit’ pillar, including: • Purchased and retired 11,000 carbon credits with respect toNinety One’s Scope 1, 2 and 3 (category 6) emissions. • Committing to targets aligned to Science Based Targets Initiative for Scope 1 and 2 emissions. • Funding more than 60 students and 10 research projects through the Changeblazers programme in South Africa. • Enabling all our staff to use Giki Zero to monitor their personal carbon footprint while providing education onsustainability. Ninety One Integrated Annual Report 2022 13 Capture the growth Develop differentiated Focus on growth in Ensure sustainability is at the core of Continuously invest in our people and inherent in our current strategies, anticipating professionally intermediated our business build an intergenerational business capability set client needs channels (advisor and institutional) ## 4 5 Why is this important? We serve a clearly defined client base and keep our business simple, yet relevant. We are committed to positioning our business on the right We are a people business with a culture that is key to our side of history. long-term success. We align our investment offerings with long-term client demand. We take our responsibility as active stewards of client We want to recruit and retain world-class talent who are Strategic ReportGovernanceFinancial StatementsAdditional Information capital seriously. empowered with the freedom to create, to build a successful, long-term and intergenerational business for all our stakeholders. We advocate for sustainability across the world by seeking tocontribute to the conversation on sustainable investing. We aim to inhabit our world better by measuring and managingthe environmental and societal impact of our ownbusiness activities. Link to key performance indicators Our progress in FY 2022 | ɽ Our current product offering remains | ɽ We have a track record of evolving | ɽ We continued to maintain a diversified | ɽ We continued to advance our sustainability drive by | ɽ During the year, our stable, experienced and highly-skilled | | --- | --- | --- | --- | --- | | client relevant and diverse across | our offering across asset classes to | asset base across institutional and | launching the next phase of our sustainability activities | staff complement showed significant commitment. | | asset classes and investment styles to | meet future client demand. | advisor clients and saw AUM and net | –‘Sustainability 3.0’. | • The total staff shareholding in Ninety One increased | | suit varying client needs. It is also well- | ɽ A number of our recently launched | flow growth in both channels. This is | ɽ To ensure alignment and oversight of all sustainability | to25.4%, demonstrating our continuing owner culture | | positioned for future client demand | investment strategies saw positive | a reflection of the growing depth of | initiatives at Ninety One, we created a newrole and appointed | andthe long-term commitment of our people. | | and growth. | flow momentum in the year. | our global client relationships. | our first Chief Sustainability Officer. | | • Staff turnover increased over the financial year, ɽ It was a year of significant client ɽ In contrast, some of our newer Asia ɽ Institutional net inflows were ɽ Further progress was made under the ‘Invest’ pillar, including: butremained in line with the historic trends. engagement and we were pleased to equity strategies suffered some generated by the European • Developing our range of investment solutions that focus ɽ Building talent density remained a priority with a number see a shift back from virtual to more modest net outflows due to Chinese (particularly Germany), Asia Pacific onthe energy transition and sustainability more broadly. ofsignificant hires made during the year. Furthermore, our physical events. As before, we were market volatility and changes in (mainly Australia) and North American succession-planning efforts during the year reflected • Developing a firm-wide framework for transition-plan able to maintain the intensity and clientrisk appetite during the year. Client Groups. our desire to build a truly intergenerational business. assessment. quality of our client interactions. ɽ Over the year, advisor net inflows ɽ We have various other strategies ɽ This year saw much greater office attendance following • Set strategic engagement priorities across investment ɽ We achieved net inflows compared inthe development phase. These were primarily driven by our South themost intense periods of the pandemic and as we remain teams, including prioritising engagements with highest tooutflows in the prior year. include thematic sustainability African and UK Client Groups. committed to being a people-centric organisation where emitters. ɽ Investment performance remained relatedequity offerings, income theoffice remains the centre of gravity. • Further improved carbon and climate data to better competitive and displayed an solutions and specialist credit. • Our organisation development team undertook understand exposure and transition pathways. improving trend. However, the aprojecttore-articulate our culture involving 37 in- investment performance in the final ɽ Progress was made in our ‘Advocate’ pillar, including: personworkshops with the majority of our employees. quarter deteriorated, following the • Establishing a powerful advocacy position around the need OurFounderand Chief Executive Officer personally market correction in February 2022. tofocus on actual decarbonisation and an equitable attendedover half of the sessions. transition for emerging markets. The workshops allowed our employees to reconnect • Becoming a signatory to the updated UK Stewardship Code. andenabled multiple opportunities to gather staff feedbackafter a difficult time through the pandemic. • Joining the ASCOR project to develop an assessment framework to measure the climate change governance ɽ We continued to actively communicate with our people andperformance of sovereigns. including regular staff communications, staff socials andleadership and team offsites, which have all helped • Participating in the transition financing workstreams preserveand perpetuate the unique culture of the ofbothGFANZ and the SMI. businessamong our people. ɽ Progress was made in our ‘Inhabit’ pillar, including: • Purchased and retired 11,000 carbon credits with respect toNinety One’s Scope 1, 2 and 3 (category 6) emissions. • Committing to targets aligned to Science Based Targets Initiative for Scope 1 and 2 emissions. • Funding more than 60 students and 10 research projects through the Changeblazers programme in South Africa. • Enabling all our staff to use Giki Zero to monitor their personal carbon footprint while providing education onsustainability. ## Tracking our Strategic Progress ## Our key performance indicators ### Investment performance 14 ## (“KPIs”) enable us to monitor our ## progress towards our strategic ## priorities. Why it’s important 82% Investment performance ### Methodology 68% is at the core of our proposition 55% to clients. We track our progress using three financial KPIs. These are Progress in the year key drivers of value creation. ɽ The investment performance | In relation to non-financial KPIs, the Board periodically | | | | improved strongly throughout | | --- | --- | --- | --- | --- | | identifies non-financial indicators which are aligned with | | | | most of the financial year. | | | 2020 | 2021 | 2022 | | Unfortunately the market Ninety One’s short-term and long-term objectives. While volatility that resulted from the the specific non-financial KPIs may change over time, Definition Russian invasion of Ukraine in these will always emphasise a focus on people and culture, 3-year firm-wide investment February 2022 affected that outperformance calculated as picture negatively. risk management and conduct, as well as relationship the sum of the total market ɽ Our long-term investment outcomes and reputation. values for individual portfolios performance remains that have positive active competitive, supporting our returns on a gross basis, confidence in our investment Key expressed as a percentage processes and demonstrating Strong achievement of total AUM. the expertise of our investment teams to navigate challenging Expected achievement and fast-moving markets. Limited achievement See the Chairman and Chief Executive Officer’s Statement on pages 8 to 11 for more information. ### Adjusted EPS Net flows Why it’s important Why it’s important £6.0bn 17.0p Adjusted EPS measures Net flows indicate client support 16.1p £5.0bn thevalue generated for and market relevance. shareholders. Progress in the year | Progress in the year | ɽ Net flows were significantly | | --- | --- | | ɽ Adjusted EPS increased by | up from the prior year due to | | 13% in the year driven by | improvements in client risk | (£0.2bn) organic growth. appetite and competitive ɽ The business did not issue any investment performance, new shares during the year. especially in the first half of Definition Definition the year. Profit attributable to ordinary New funds from clients less ɽ Our product offering has shareholders, adjusted to funds withdrawn by clients, remained client relevant and remove non-operating items, withany duplication removed. diverse across asset classes divided by the number of and investment styles to suit ordinary shares in issue. varying client needs. We also remain well-positioned for future client demand and growth, reflected through good flow traction into some of our more recently launched strategies (for example, in thematics). 19.2p See the Financial Review section on pages 42 to 48 for See the Chairman and Chief Executive Officer’s more information. Statement on pages 8 to 11 for more information. Ninety One Integrated Annual Report 2022 2020 2020 2021 2021 2022 2022 ### Key employee retention and Commitment to sustainability 15 ### succession planning Why it’s important Why it’s important Ninety One is a people business. From the start, Ninety One has Thestability of its leadership team beencommitted to investing for a hasa direct impact on the firm’s ability better tomorrow. Commitment to to attract and retain AUM and to sustainability is part of who we are. develop itshuman capital for the Progress in the year long term. ɽ We continued to advance our Strategic ReportGovernanceFinancial StatementsAdditional Information | | Progress in the year | | sustainability drive by launching | | --- | --- | --- | --- | | | ɽ In line with the wider industry, our | | the next phase of our sustainability | | Definition | staff turnover increased over the | Definition | activities – ‘Sustainability 3.0’ | | | year, following the disruption | | –which concentrates on | | The retention and | | The progress against | | | | caused by the pandemic but the | | implementing our approach | | continued development | | objectives identified | | | | overall level remains within the | | interms of real-world impact. | | of the leadership team. | | by the Board from time | | | | long-term historic range, and | | ɽ Significant progress was made | totime under the firm’s there were no senior leadership under our Invest, Advocate sustainability framework. departures. This reflects our ability and Inhabit framework. to maintain workforce stability ɽ The role of Chief Sustainability and retain key employees. Officer was created during the ɽ We have focused our succession pastyear to provide focused planning efforts on building the leadership on this front and ‘bench strength’ within our senior firmwide alignment on all matters leadership, standing us in good relating to sustainability. stead for the future. ɽ The Ninety One total staff shareholding increased to 25.4%, signalling the long-term commitment of our people See the Sustainability section on pages 26 to 40 for to Ninety One. more information. ### Relationships and reputation Strategic progress Why it’s important Why it’s important The quality of Ninety One’s The achievement of our strategic relationships, together with a objectives will drive the future growth culture of good conduct and risk of Ninety One. management, informs our brand and Progress in the year bolsters our reputation. This is a ɽ Ninety One has strategic clarity source of competitive advantage. and has made progress against Progress in the year our strategic objectives. ɽ This was a year of intense client ɽ The business demonstrated its Definition engagement where we continued Definition ability to execute its strategy well to focus on delivering excellent and deliver results in a volatile The development of The progress against client service. environment. quality relationships strategic priorities alongside a strong brand. ɽ It was also a year of in-person staff specifically identified by ɽ Some strategic initiatives did not re-engagement after various and the Board. This could progress as much as planned prolonged periods of remote include growth initiatives during the year. Continued travel working. in respect of new restrictions to certain parts of the ɽ Our continued support of products, strategies or world or market conditions towards employee-driven initiatives and geographies. the end of the reporting period disaster-relief initiatives in South impeded the pursuit of certain Africa exemplified how Ninety One objectives. has put culture and purpose at the heart of the organisation. ɽ A number of Ninety One’s regulators conducted routine audits and inspections during the past year without any material issues being raised. See the Our Strategy section on pages 12 to 13 for more information. ## Our Stakeholders ### Our clients Our people Our shareholders Society and environment 16 Who are they? We serve institutional and advisor clients who have entrusted The people who have chosen to work at Ninety One and who meet our Institutional and individual investors in Ninety One from around The regions, countries and communities in which Ninety One Ninety One with their money. high standards. the world. operates. This includes regulators, policymakers, competitors, suppliers and wider society. This includes private and public sector pension funds, sovereign wealth funds, central banks, insurers, wealth managers, private and retail banks and independent advisers. Ultimately, we serve the individual savers who reach us through intermediated channels. Why we engage? Our clients are at the centre of what we do as a business. They always We are a people business with a culture that is vital to our long-term The continued support of our shareholders is key to our long-term We are committed to positioning our business on the right side come first. The long-term success of Ninety One depends on our success. Our continued success depends on our ability to attract success. of history. ability to respond to our clients’ needs and assist them to meet their talent, encourage skills development and talent density, and enable Our shareholders seek attractive financial returns from Ninety One. Our societies and wider environment expect us to operate with long-term financial objectives. our people to remain committed to our clients and business. They also expect robust governance practices and responsible integrity and contribute to a more sustainable world. Our people have an expectation to feel proud of where they corporate citizenship. The long-term success of Ninety One depends on the goodwill of the work, enjoy the work they do, be appropriately rewarded for their Shareholder support depends on a combination of good results and societies in which we operate. We support communities and the commitment, and have the freedom to be themselves within a active engagement with shareholders. At Ninety One we respect the natural world in line with our wider purpose. team context. advice and input from our diverse shareholder base. How we engaged in FY 2022 Client engagement over the first half of the financial year remained Our priority has been the care and wellbeing of our people and During the year, we maintained a comprehensive programme of We continued to conduct our business and operations as responsible virtual due to travel restrictions and social distancing requirements. continued support throughout the pandemic. With the lifting of investor engagement: citizens. This included: As the restrictions lifted in the second half, we welcomed the ability restrictions, we welcomed people back into our offices and embraced ɽ Investor relations and the Executive Directors conducted individual ɽ Various initiatives, including attendance and active participation at to meet with some of our clients face-to-face again. the face-to-face interaction. and group meetings with large shareholders and other investors COP26, advocating for fair and just transition. Ninety One is an Engagement over the year: Regular staff engagement included: and participated in a number of conferences in order toreach a active participant of the GFANZ, the SMI, the Institutional Investor wider investor base. Group on Climate Change and the Climate Bond Initiative. We are ɽ Regular client webinars covering a broad range of topics, reaching ɽ Daily team discussions and engagements with line managers. founding supporters of the Impact Investment Institute and a ɽ Significant shareholder engagement ahead of the 2021 AGM a global audience. ɽ Quarterly investment team updates to all staff. member of the National Business Initiative inSouth Africa. resulted instrong support for all resolutions. ɽ Round-table discussions and smaller in-person group sessions ɽ 37 in-person culture workshops, aimed at re-energising and ɽ Extensive engagement with high emitters to achieve 1.5 degree ɽ Specific engagement with the top shareholders regarding the restarted in the second half of the year. reinvigorating our people following the period of largely virtual aligned transition plans. announced distribution of Ninety One shares by our second ɽ Key topics that resonated with our clients over the year included engagement. largestshareholder, Investec. ɽ Ninety One was a lead sponsor of the Tusk Conservation Awards sustainability and in particular climate change. ɽ A first hybrid all-staff update with a physical meeting in London, hybrid event, with c.350 physical attendees and a virtual audience ɽ A governance roadshow conducted by the Chairman and Senior ɽ Regular one-to-one client interactions with relevant investment andalive webcast reaching other regions. of c.9,000. Independent Director with large institutional shareholders to teams. ɽ Leadership initiatives to support talent development. discuss governance matters and gather independent feedback. ɽ Various employee sustainability-focused initiatives, including ɽ Our 30-year anniversary events in London and Cape Town were ɽ Structured and on-the job training programmes are also in place partnering with Giki Zero to help staff monitor and reduce individual ɽ The Board (and its relevant subcommittees) regularly receives and well attended by clients. tosupport the development of all employees. carbon footprints. discusses information on overall business performance, including ɽ The Board (and its relevant subcommittees) regularly receives and ɽ Opportunity to celebrate with our people face-to-face for the first ɽ 60 students supported by our Changeblazers programme. financial results and internal forecasts. In addition, it receives discusses information on our investment performance, client net time since being independently listed, with two 30-year anniversary external information, including shareholder details, shareholder ɽ Selected investment professionals completing the Imperial College flows, client engagement activities and related risks. This enables events in London and Cape Town. feedback, analyst views and estimates. This enables the Board training on sustainable investing. the Board to have effective oversight of the experience and ɽ Two workforce engagement forums in the UK, with the designated tohave effective oversight of the business’s overall financial ɽ Various charity fundraising initiatives. service levels received by our clients and identify any issues Non-Executive Director responsible for the workforce engagement, performance, stability and value-creation potential and to ɽ Regular engagement with our suppliers, with the Board discussing of concern. targeting a broad group of employees. Feedback from the identifyany possible areas of concern for shareholders. updates to key supplier relationships. ɽ The Board received regular feedback from the Executive Directors discussions was provided to the Board. ɽ All shareholders are encouraged to ask questions at the AGM, ɽ The Board (and its relevant subcommittees) receives and discusses on client engagement activities throughout the year in the interest ɽ The Board (and its relevant subcommittees) regularly receives and attended by all Directors. information on wider business activities, including details on of ensuring good service standards were maintained. discusses information on our people developments, including new ɽ A full year dividend of 14.6 pence was proposed. stakeholder engagement, policy obligations, risk assessments and hires, departures, talent reviews, training, diversity, remuneration regulatory developments and requirements. This enables the Board and people initiatives (including health and wellbeing). This enables to have effective oversight of the overall positioning of the business the Board to have effective oversight of talent development, relative to the expectations of various important stakeholders retention and any concerns relating to staff. encompassing our local communities and the wider world. ɽ Some Directors have directly engaged with employees across ɽ A significant proportion of Director’s time was spent on thefirm, discussing a wide range of topics including sustainability, sustainability, with all Directors participating in the presentation strategy, risk and operations, among others. byImperial College on climate change. ɽ The Board satisfied themselves on the continued levels of staff support and workforce engagement over the year. ɽ As we started to return to the office, senior leadership has focused on being available in communal spaces for informal conversation with all staff. Our office restaurants and ‘Ninety One Active’ events helped to re-establish informal in-person contact across the organisation. See the Our Clients section on page 23 See the Our People and Culture section on pages 18 to 22 See the Our Shareholders section on pages 24 to 25 See the Sustainability section on pages 26 to 40 for further details. for further details. for further details. for further details. Ninety One Integrated Annual Report 2022 ### Our clients Our people Our shareholders Society and environment 17 Who are they? We serve institutional and advisor clients who have entrusted The people who have chosen to work at Ninety One and who meet our Institutional and individual investors in Ninety One from around The regions, countries and communities in which Ninety One Ninety One with their money. high standards. the world. operates. This includes regulators, policymakers, competitors, suppliers and wider society. This includes private and public sector pension funds, sovereign wealth funds, central banks, insurers, wealth managers, private and retail banks and independent advisers. Ultimately, we serve the individual savers who reach us through intermediated channels. Strategic ReportGovernanceFinancial StatementsAdditional Information Why we engage? Our clients are at the centre of what we do as a business. They always We are a people business with a culture that is vital to our long-term The continued support of our shareholders is key to our long-term We are committed to positioning our business on the right side come first. The long-term success of Ninety One depends on our success. Our continued success depends on our ability to attract success. of history. ability to respond to our clients’ needs and assist them to meet their talent, encourage skills development and talent density, and enable Our shareholders seek attractive financial returns from Ninety One. Our societies and wider environment expect us to operate with long-term financial objectives. our people to remain committed to our clients and business. They also expect robust governance practices and responsible integrity and contribute to a more sustainable world. Our people have an expectation to feel proud of where they corporate citizenship. The long-term success of Ninety One depends on the goodwill of the work, enjoy the work they do, be appropriately rewarded for their Shareholder support depends on a combination of good results and societies in which we operate. We support communities and the commitment, and have the freedom to be themselves within a active engagement with shareholders. At Ninety One we respect the natural world in line with our wider purpose. team context. advice and input from our diverse shareholder base. How we engaged in FY 2022 Client engagement over the first half of the financial year remained Our priority has been the care and wellbeing of our people and During the year, we maintained a comprehensive programme of We continued to conduct our business and operations as responsible virtual due to travel restrictions and social distancing requirements. continued support throughout the pandemic. With the lifting of investor engagement: citizens. This included: As the restrictions lifted in the second half, we welcomed the ability restrictions, we welcomed people back into our offices and embraced ɽ Investor relations and the Executive Directors conducted individual ɽ Various initiatives, including attendance and active participation at to meet with some of our clients face-to-face again. the face-to-face interaction. and group meetings with large shareholders and other investors COP26, advocating for fair and just transition. Ninety One is an Engagement over the year: Regular staff engagement included: and participated in a number of conferences in order toreach a active participant of the GFANZ, the SMI, the Institutional Investor wider investor base. Group on Climate Change and the Climate Bond Initiative. We are ɽ Regular client webinars covering a broad range of topics, reaching ɽ Daily team discussions and engagements with line managers. founding supporters of the Impact Investment Institute and a ɽ Significant shareholder engagement ahead of the 2021 AGM a global audience. ɽ Quarterly investment team updates to all staff. member of the National Business Initiative inSouth Africa. resulted instrong support for all resolutions. ɽ Round-table discussions and smaller in-person group sessions ɽ 37 in-person culture workshops, aimed at re-energising and ɽ Extensive engagement with high emitters to achieve 1.5 degree ɽ Specific engagement with the top shareholders regarding the restarted in the second half of the year. reinvigorating our people following the period of largely virtual aligned transition plans. announced distribution of Ninety One shares by our second ɽ Key topics that resonated with our clients over the year included engagement. largestshareholder, Investec. ɽ Ninety One was a lead sponsor of the Tusk Conservation Awards sustainability and in particular climate change. ɽ A first hybrid all-staff update with a physical meeting in London, hybrid event, with c.350 physical attendees and a virtual audience ɽ A governance roadshow conducted by the Chairman and Senior ɽ Regular one-to-one client interactions with relevant investment andalive webcast reaching other regions. of c.9,000. Independent Director with large institutional shareholders to teams. ɽ Leadership initiatives to support talent development. discuss governance matters and gather independent feedback. ɽ Various employee sustainability-focused initiatives, including ɽ Our 30-year anniversary events in London and Cape Town were ɽ Structured and on-the job training programmes are also in place partnering with Giki Zero to help staff monitor and reduce individual ɽ The Board (and its relevant subcommittees) regularly receives and well attended by clients. tosupport the development of all employees. carbon footprints. discusses information on overall business performance, including ɽ The Board (and its relevant subcommittees) regularly receives and ɽ Opportunity to celebrate with our people face-to-face for the first ɽ 60 students supported by our Changeblazers programme. financial results and internal forecasts. In addition, it receives discusses information on our investment performance, client net time since being independently listed, with two 30-year anniversary external information, including shareholder details, shareholder ɽ Selected investment professionals completing the Imperial College flows, client engagement activities and related risks. This enables events in London and Cape Town. feedback, analyst views and estimates. This enables the Board training on sustainable investing. the Board to have effective oversight of the experience and ɽ Two workforce engagement forums in the UK, with the designated tohave effective oversight of the business’s overall financial ɽ Various charity fundraising initiatives. service levels received by our clients and identify any issues Non-Executive Director responsible for the workforce engagement, performance, stability and value-creation potential and to ɽ Regular engagement with our suppliers, with the Board discussing of concern. targeting a broad group of employees. Feedback from the identifyany possible areas of concern for shareholders. updates to key supplier relationships. ɽ The Board received regular feedback from the Executive Directors discussions was provided to the Board. ɽ All shareholders are encouraged to ask questions at the AGM, ɽ The Board (and its relevant subcommittees) receives and discusses on client engagement activities throughout the year in the interest ɽ The Board (and its relevant subcommittees) regularly receives and attended by all Directors. information on wider business activities, including details on of ensuring good service standards were maintained. discusses information on our people developments, including new ɽ A full year dividend of 14.6 pence was proposed. stakeholder engagement, policy obligations, risk assessments and hires, departures, talent reviews, training, diversity, remuneration regulatory developments and requirements. This enables the Board and people initiatives (including health and wellbeing). This enables to have effective oversight of the overall positioning of the business the Board to have effective oversight of talent development, relative to the expectations of various important stakeholders retention and any concerns relating to staff. encompassing our local communities and the wider world. ɽ Some Directors have directly engaged with employees across ɽ A significant proportion of Director’s time was spent on thefirm, discussing a wide range of topics including sustainability, sustainability, with all Directors participating in the presentation strategy, risk and operations, among others. byImperial College on climate change. ɽ The Board satisfied themselves on the continued levels of staff support and workforce engagement over the year. ɽ As we started to return to the office, senior leadership has focused on being available in communal spaces for informal conversation with all staff. Our office restaurants and ‘Ninety One Active’ events helped to re-establish informal in-person contact across the organisation. See the Our Clients section on page 23 See the Our People and Culture section on pages 18 to 22 See the Our Shareholders section on pages 24 to 25 See the Sustainability section on pages 26 to 40 for further details. for further details. for further details. for further details. ## Our People and Culture We are committed to providing our people with a safe and ## People are at the heart of stimulating place to work and supporting them in achieving 18 their full potential. We want our people to be proud of ## Ninety One, and we are a human Ninety One, enjoy the work they do and have the freedom ## capital business. Without a to be themselves within a team-oriented culture. ## motivated and talented work The COVID-19 pandemic has changed the way we work and it has highlighted the importance of our office spaces, ## force, we cannot serve our which form an integral part of our culture that fosters collaboration and inclusion. ## clients appropriately. Although remote working is an important part of a flexible work environment, we were pleased to welcome our people back to the office and enjoyed the collaboration and interaction it brought. We were able to celebrate our 30-year anniversary with them through various initiatives in our offices, including an in-person event in London in November 2021 and one in Cape Town in March 2022, where we were joined by South Africa’s President, Cyril Ramaphosa, as our guest of honour. ### Freedom to create Our philosophy of success One of the main tenets of, and the philosophy behind, our culture, is the concept of freedom to create. This means that we strongly believe in giving individuals the freedom to be themselves. We are creating a culture where we can collectively achieve better results, without sacrificing our individual selves, characters and personalities. We believe that people perform best when they are liberated to pursue their passions and interests. Freedom to create is a crucial driver of diversity in our business as it is only through the expression of individuality and unique potential that we can be truly diverse. ### Results and relationships Our measure of success We insist on results but not at the expense of the Our people around the world human spirit. Relationships matter and we balance relentless drive with decency. Strong relationships support an environment where all people feel Africa 51% Asia Pacific 4% respected and have a fair opportunity to develop UK and Europe 41% Americas 4% themselves and others and contribute to the success of our business. We expect people to perform both on the results they deliver and the quality of their relationships with each other, and our external stakeholders. Ninety One Integrated Annual Report 2022 ### Our culture Wellbeing Our strong culture is the cornerstone of who we are and Ninety One Wellbeing is focused on developing an 19 what differentiates Ninety One. inclusive and supportive work environment that encourages growth for the long term by tending to Since we started in 1991, we have built upon a foundation our mental, financial and physical wellbeing. of entrepreneurship. Our people have the freedom to be themselves, facilitating the combination of individual Mental wellbeing: We proactively promote mental expression with collective ambition and team discipline. wellbeing as we believe that it ensures that our employees This is the foundation for our pursuit of enduring investment can thrive in the workplace and ensure they reach their full outperformance and outstanding client service. Above all, potential. We also aim to reduce the stigma associated with our culture embodies our overriding value – to do the right mental health. We run regular mental health awareness thing. This one overriding value is the foundation of our campaigns and host talks by subject-matter experts culture and informs every decision that our people make, throughout the year to improve awareness of the triggers Strategic ReportGovernanceFinancial StatementsAdditional Information as well as our strong sense of purpose. Last year, we that impact mental wellbeing. All staff have access to our identified nine key spheres in which we can articulate the employee assistance programmes along with access to purpose and relevance of this simple value, and the our in-house clinical psychologist. We also offer a free expectations we place on ourselves. annual subscription to a mindfulness/meditation application for all staff. Those nine areas encompass our business and all our stakeholders, and they also highlight the importance Physical wellbeing: Our Ninety One Active team regularly ofindividuals’ wellbeing and that of their families. organises events, discounts and offers to promote physical activity. Over the year, the team has facilitated various See the detail on our values on page 5. events including a popular weekly hike in Cape Town and a run and cycle club in London, in line with local restrictions. These expectations are not new, they have been fostered over many years. However, we have replaced our Global Financial wellbeing: We want to equip our employees Code of Ethics with a ‘do the right thing’ attestation and are with the knowledge to retire with dignity. We offer various asking each member of staff to attest to it as part of their financial workshops covering a range of relevant topics annual declarations. Collectively, we insist on results and throughout the year. We also offer exclusive rates for our excellence but not at the expense of the human spirit. staff and their families when they invest in Ninety One funds. We aim to be successful and decent at the same time. In addition to our wellbeing programmes, we have a range Our people are what makes our culture unique. We felt that of firm-wide policies in place to ensure that our employees after the extended periods of virtual working through the work in a safe and healthy working environment. pandemic, we wanted to reconnect with our people and These include: hear their feedback. Over the second half of the financial ɽ Global Health and Safety Policy: we provide and year, our human capital team undertook a project to maintain a safe working environment across all our re-articulate our culture and reinvigorate our people. offices, to promote welfare and mental wellbeing. This involved 37 in-person workshops, facilitated by our ɽ Whistleblowing Policy: we encourage our employees organisation development team, with over 900 of our to speak up in the event they become aware of employees. Our Chief Executive Officer personally malpractice either within Ninety One or at any of attended over half of them allowing him to reconnect with its counterparties or clients via a third-party the Ninety One community. The team was able to gather hotline provider. real-time feedback from our employees and understand and respond to queries and concerns quickly and directly. The feedback was valuable and confirmed high levels ofengagement across the business, as well as good understanding of our culture. Our People and Culture ### Workforce engagement and Talent development ### organisation development At Ninety One we seek extraordinary performance from 20 our employees. The culture of ‘freedom to create’ forms the Our organisation development team is focused on the cornerstone of our approach to professional development. evaluation, assessment, and maintenance of our culture. We strive to create an environment in which people are The team is also responsible for leadership development, liberated to perform to their full potential – an environment team development, coaching, offsites and bespoke in which each person and team is given the space and interventions. We use various methods to evaluate how freedom to realise their potential in service of our clients. engaged and motivated our workforce is. While we periodically engage in staff surveys to assess specific We expect our employees to drive their individual initiatives, the organisation development team is development within the parameters of our organisational methodical and systematic in the mechanisms that objectives. are used to assess our culture. Regulatory training Colin Keogh is the designated Non-Executive Director At Ninety One, all employees are required to take part in our responsible for gathering workforce feedback. Colin and annual compliance training programmes. In addition to this, the Workforce Engagement Forum (the “Forum”) engage continuing education comprises a wide range of activities directly with employees in the UK with respect to key issues including courses run by regulatory bodies and other relating to the business and report the findings and relevant specialist providers, technical updates from external law feedback back to the Board. Feedback from the Forums firms and trade bodies and technical reading and research showed that staff felt valued and supported by the Ninety on regulatory consultation papers, legislation, guidance One’s actions through the pandemic and that the move to and rules. home working was seamless. Other topics of discussion included Ninety One’s approach to hybrid working and the The global compliance team also runs ad-hoc sessions on Board’s view on it, following the lifting of restrictions, as topical matters and projects as they arise. Any procedural well as the ability to attract new talent into the business. changes due to regulatory changes are implemented by The Forum was positive with respect to the transparency the compliance team as part of the monitoring programme. ofNinety One’s strategy. Professional qualifications ### Reward We are committed to maximising the potential of our employees through professional educational and skills We consider remuneration to be an important, but not the development. We also believe that continued professional only part of our employee value proposition. It has been development opportunities are key to attracting and designed to attract, retain and motivate our employees. retaining high-quality employees. Our high retention rates It also reinforces the behaviours needed to support are a testament to this, and result in an average tenure our culture and values. Integral to the determination of of over 15 years for our senior leadership group. remuneration levels is the commitment to our culture in the pursuit of excellence for our clients within an effective All our permanent employees and long-term contractors risk management environment. are eligible for assistance in their learning and development efforts. Employees can attain a range of professional Our remuneration policies, plans, procedures and qualifications (such as the CFA), as well as other practices are clear and transparent. They are designed professional role-related qualifications. and implemented to align employee interests with those of all stakeholders, including our shareholders and clients, We offer generous study leave for employees. and to support the long-term success of our business. As part of our commitment to building a long-term, sustainable business and supporting our owner culture, Ninety One promotes and encourages staff ownership. We operate a range of staff share schemes to facilitate equity participation for our people. Awards under these schemes are subject to deferral periods as well as malus and clawback provisions, in line with those that apply to deferred bonus awards. To further encourage employee ownership of Ninety One, we also operate an HMRC-approved share incentive plan, which is available to most of our UK employees. For further information on our remuneration, see pages 85 to 86. Ninety One Integrated Annual Report 2022 Leadership Development Our diversity and inclusion framework Leadership Development is a key input to the long-term We apply our diversity principles practically through this success of our business. We believe that leadership takes framework using the following four key areas of focus. 21 place within the context of our unique culture, and 1. Commitment and accountability of our senior therefore leading at Ninety One is always focused on both leadership team Relationships and Results. Our Leadership Development 2. Enabling change by embedding diversity in all our programme is internally led by our organisation people decisions development team and is structured over three 3. Measuring our progress so we can challenge modules: Emerge, Connect and Lead. and change In addition to our structured Leadership Development 4. Promoting an inclusive work environment programme, our philosophy of learning is that it is on-the- job experience that allows our leaders to grow into their Ethnic diversity Strategic ReportGovernanceFinancial StatementsAdditional Information roles. We believe that ‘learning by doing’ is the primary way Since our inception in 1991, our focus on growth, an active to develop. Our organisation development team also ‘risk on’ approach and our clear purpose of investing for a provides structured support to our leaders through better tomorrow has contributed markedly to Ninety One coaching, facilitation at team and leadership offsites, playing a significant part in the transformation of South anddevelopmental conversations. Africa. We are committed to transformation, not only within our business but in the broader financial service sector ### Diversity and inclusion aswell. Diversity is essential for any organisation’s ability tocompete, adapt and remain relevant in a world Doing the right thing is part of our cultural identity and whereclient needs are constantly evolving, and new underpins everything we do at Ninety One. We know that competitorsemerge. diversity and inclusion make great business sense. Having diverse views, thoughts and perspective creates a With regards to Black Economic Empowerment in South competitive edge and we also want our company to Africa, we published our second Employment Equity Report reflect the communities in which we operate. Diversity and over the year. Ninety One and its Employment Equity Forum inclusion are about doing the right thing for our clients, are committed to observing the provisions of the shareholders, our people and the communities in which Employment Equity Act. we operate. At Ninety One, we do not tolerate racism orharassment. The Financial Sector Code in South Africa provides a benchmark against which we determine our Broad-Based Workplace equality Black Economic Empowerment (“B-BBEE”) rating. In terms At the core of our values is the respect for the dignity and of our B-BBEE scorecard for 2021/2022, Ninety One was worth of the individual, which is reflected in our Equality promoted to a Level 1 Contributor under the new FSC and Dignity at Work policies. Our imperative is to attract codes. This follows seven consecutive years of achieving and retain the best talent by providing a corporate a B-BBEE level 2 contribution. We have substantially environment where people from varying backgrounds transformed the employee profile of our organisation. can develop professionally and build a rewarding career. Our black staff representation in South Africa has We want everyone to have the opportunity to build a increased from 50% in 2014 to 64% in 2021. successful career and to thrive in a collaborative work environment. At the same time, we want to ensure equal and respectful treatment for all our employees. This includes additional support for disabled employees and their needs. In addition to this, we have established our own set of diversity principles (available on our website) and created a framework for our ongoing journey that translates into four key areas. Our People and Culture | | Gender diversity | Employee networks | | --- | --- | --- | | | We are working to create a more balanced organisation | Our internal networks are essential for creating an inclusive | | 22 | and are pleased to report a positive trend of women | and supportive environment for our people. | progressing through the firm. Ninety One is a signatory of the Women in Finance Charter and committed to achieving a target of 30% women in senior leadership by 2023. When we signed up to the Charter in 2018, we had 26% female representation in our global senior leadership and this has increased to 31% in Inspire is a network created by women for women 2021. We continue to build on our progress and are now atNinety One. It enables the exchange of knowledge proactively working towards a new target of 35% female and experiences to improve opportunities for career representation in our senior leadership by 2024. Our senior success; collaborates with the business to impact executives’ pay is linked to the delivery of this target. Ninety One’s diversity and inclusion agenda; and advocates for continued progress. Alongside our senior female leadership target, we strive for a diverse representation on our Boards and are pleased that 50% of our Board of Directors is female. In line with the UK regulatory requirements, we report our Proud is Ninety One’s LGBT+ network which is UK Gender Pay Gap annually. The latest report is available designed to create an internal community for our on our website. LGBT+ colleagues and their allies. Proud is focused on developing and promoting an inclusive work environment, where people who identify as LGBT+ are free to be themselves, and to attract and retain the best talent regardless of their sexual orientation or gender identity. Executive management 50% 33% Belong is a grassroots employee-led network focusedon the recruitment, retention and representation of black talent. The network has | | | 67% | setoutto create a further-enhanced inclusive | | --- | --- | --- | --- | | | 50% | | environment where black professionals can | | Gender diversity | | | thriveinanequal-opportunity environment. | Board Senior management1 All staff 31% 52% 69% 48% Male Female Ninety One Integrated Annual Report 2022 1. Senior management as per Women in Finance Charter submission. ## Our Clients Helping clients think about and address the question of ## We work with asset owners sustainability and particularly climate in their portfolios has been a key topic for us in our engagements. Our 23 ## and intermediaries from all over work on net-zero pathways and the impact of net-zero ## the world, predominantly in the commitments on emerging markets, embracing fairness, and a common but differentiated approach, has found ## institutional and advisor markets. a unique space in the climate conversation. We are pragmatic and committed but do not shy away from the difficult topics, including the necessary financing of the Our institutional clients include some of the world’s largest heavy emitter economy and company transitions. With the private and public sector pension funds, sovereign wealth world still only at the start of its journey towards net zero, funds, central banks, insurers, corporates and foundations. we believe this to be an important conversation for the Our advisor clients include wealth managers, private and foreseeable future. Ninety One’s team have been active Strategic ReportGovernanceFinancial StatementsAdditional Information retail banks, and independent advisers. participants on many industry platforms and within several key working groups that are focused on industry initiatives ### Our client proposition to tackle this very complex but important issue. Ninety One is a global asset manager with emerging Though the worst disruptions of the pandemic appear to market roots and a commitment to developing specialist be behind us, the outlook for investors remains challenging. investment capabilities organically. Our 31-year journey as The Russia-Ukraine conflict has further clouded an already a firm, unique culture, long-term commitment to our uncertain macro backdrop, amid continuing coronavirus people, and substance-centred approach to sustainability concerns in some parts of the world, persistent inflation bring a different perspective to the portfolios we manage. and associated cost pressures in many sectors, a shift As active and responsible investors, we manage our clients’ into an interest-rate hiking cycle, and ongoing (in some money to meet their long-term financial objectives. If instances, worsening) supply-chain disruptions. We will we do this well, we add meaningful value and create the stay in close touch with our clients to help them navigate opportunity to retain and grow our client relationships. these and other issues in the year ahead. ### Client engagement We expect that the future of emerging markets as a With the lifting of COVID restrictions in many regions, we long-term investment opportunity will begin to receive welcomed the return of face-to-face client interaction and increasing attention from asset owners. With our emerging the hosting of in-person meetings and events. We are now market credentials, we intend to be active participants in able to start optimising our client engagements for the this conversation. best of both the virtual and the physical worlds. It will ### take some time to find the perfect balance but our early Supporting our clients experience is that re-establishing in-person contact will In addition to positive investment outcomes, we seek to bekey over the next year. Virtual access and engagement support our clients by providing outstanding client service have significantly widened our reach and we are using this and by participating in an active dialogue on the issues that to very good effect in the early stages of relationship matter to them. development and in progressing specific opportunities. United Kingdom 19% Advisor 34% Africa 39% Institutional 66% Europe 12% Americas 12% Asia Pacific1 18% AUM as at 31 March 2022. 1. Asia Pacific includes Middle East. AUM by client type AUM by Client Group # Our Shareholders 24 At Ninety One, we recognise that our shareholders are essential for the sustained success of our business, and we appreciate their support. ## Our approach to shareholder engagement The Board values the importance of an active engagement programme and we are continuously looking to improve our engagements to build and develop open and trusted relationships with our shareholders. The investor relations team has a primary responsibility for ensuring that all market participants have access to timely and relevant information. The team regularly engages with analysts and current and prospective shareholders to help them understand our business, strategy and financial prospects. The Board receives regular updates through briefings and reports from the investor relations team. Chief Executive Officer and Finance Director on key market developments, investor sentiment and shareholder feedback. ## Top shareholders Ninety One operates under a dual-listed structure, with shares in Ninety One plc and Ninety One Limited having equal economic and voting rights. On 18 November 2021, Investec announced their plan to distribute 15% of their holding in Ninety One to their existing shareholders. The distribution concluded on 30 May 2022, resulting in Investec retaining a 10% holding in Ninety One and some other major shareholders holding a greater proportion of Ninety One shares. Additional information on top shareholders in Ninety One plc and Ninety One Limited is included in the Director's Report on page 104. ## Shareholder value proposition | Significant employee ownership | Organically and responsibly well | | --- | --- | | In making a initial firm with corporate growth | Definitely consistent across all regions | | Superior global reach given scale | All 10% of total investment share is a good target | | Significant growth potential across existing skill sets | Attractive positive advertising each generation | **Top DLC shareholders** As at 31 March 2022 ![img-1.jpeg](img-1.jpeg) Ninety One Integrated Annual Report 2022 ### Engagement with institutional shareholders Individual shareholders Ninety One maintains a diverse, high-quality institutional The Ninety One Company Secretary oversees 25 shareholder base. The investor relations team has a primary communication with the individual shareholders. responsibility for managing day-to-day communications Further detail on Board engagement with shareholders is detailed with these shareholders and provides support to the in the Our Stakeholders section on page 17. Chairman, Chief Executive Officer, Finance Director and the Board in conducting a comprehensive engagement ### AGM programme. Due to continued pandemic restrictions on non-essential Hendrik du Toit and Kim McFarland are Ninety One’s travel and public gatherings, we held our 2021 AGMs in a primary spokespeople. Throughout the year, they engaged hybrid form. The AGM in London combined physical and extensively with existing and potential new investors during electronic meeting, while the AGM in Cape Town was held individual and group meetings and conferences. Due to electronically, to protect the health and safety of our Strategic ReportGovernanceFinancial StatementsAdditional Information ongoing COVID-19 restrictions, all investor and shareholder shareholders, colleagues and other stakeholders. To increase meetings over the year were virtual. We are looking shareholder accessibility to the AGM, all shareholders were forward to starting face-to-face engagements with able to attend the AGMs electronically and ask questions via our shareholders in the next financial year. a live portal. Questions received focused on diversity and equality, climate and environmental issues, and Ninety One Senior management meetings were primarily aligned with engagement with investee companies. All proposed the release of our financial results (in May and November resolutions were passed, with shareholder support for 2021) and included discussions on strategic progress, each ranging from 81.96% to 99.99%. financial performance, relationship with Investec, our dividend policy, and capital management. The results of the voting, as well as the minutes from the 2021 AGM, including the questions and answers were made available on our website and can be found at Presentation material and webcast transcripts are available ninetyone.com/en/investor-relations. on our website at ninetyone.com/en/investor-relations. In addition, the Chairman and the Senior Independent Director conducted a virtual governance roadshow (in February and March 2022) with our largest shareholders. Discussions focused on various governance-related matters, including Board and broader workforce diversity, implementation of the approved Executive Director remuneration policy, and climate and sustainability matters. ## We are committed to investing 26 ## for a better tomorrow. Sustainability ## with substance is at the core ## of ourbusiness. ## nability Investing for a world of change Seaweed is a fast-growing marine vegetable that is both a nutritious food source and – because it is highly efficient at absorbing CO – 2 a valuable carbon sink. Projects are underway to effectively farm seaweed as a way to sequester carbon without throwing local ecosystems out of alignment. ## Sustain Strategic ReportGovernanceFinancial StatementsAdditional Information ## At Ninety One, we ## believe no one should ## be left behind in the ## drive to net zero. Sustainability 28 ## Net-zero ## transition ### We thought long and hard before committing ### to net zero. Why? Because there are some ## plan ### approaches to net-zero investing that would ### clean up our portfolios, but leave the world ### a dirtier place. Those approaches could ### also starve the developing world of the ### capital it desperately needs for sustainable ### development. ### So when we joined the Net Zero Asset ### Managers Initiative (“NZAMI”) in June 2021, ### we made two commitments: our approach ### to cutting emissions will support real-world ### decarbonisation; and we will work for a fair ### transition that includes emerging markets. ### These commitments are the foundation of ### our transition plan. ### We intend to seek the Science-based ### Targets initiative (“SBTi”) validation of Ninety ### One’s transition plan once SBTi has finalised ### the amendments to its financial services ### net-zero methodology. Ninety One Integrated Annual Report 2022 ## Our investments Our business ### We have set the following targets for We have worked with the Carbon Trust 29 ### ourinvestments: todevelop targets for reducing Scope 1 ### and 2 emissions, and have set a near- ### At least 50% of the corporate ### term target using a methodology ### emissions (debt and equity) financed ### alignedwith the SBTi, as follows: ### by Ninety One will be generated by ### companies with Paris-aligned science- We aim to reduce absolute Scope 1 ### based transition pathways by 2030. and 2 (location-based) GHG emissions ### by 46% by 2030 from a 2019 base ### The proportion of our corporate AUM ### year. This would mean an absolute ### covered by Paris-aligned science- Strategic ReportGovernanceFinancial StatementsAdditional Information ### decrease from 3,773 tonnes to ### based transition pathways will meet the ### 2,030 tonnes. ### SBTi requirements for Ninety One to ### obtain a verified SBTi. We calculate ### thisrequirement to be 56% of our ### corporate AUM with science-based ### transition pathways by 2030. ### In practice, we will be engaging actively ### with our highest emitters and largest ### holdings to maximise the proportion ### of our corporate AUM with science- ### based transition pathways. These targets require our investment teams to work The SBTi guidelines permit the use of market- or with the highest emitters in their portfolios, aiming to location-based carbon accounting to set and track influence them to develop credible transition plans. progress towards Scope 2 targets. We have opted to Byfocusing on the highest emitters, we believe use location-based carbon accounting. This is the wecan have the largest impact. As at the end of most ambitious approach because location-based December 2021, just 24 companies accounted for targets are largely determined by the emissions 50% of the emissions that Ninety One finances intensity of the local grid – which in Southern Africa, onaScope 1, 2 and 3 basis. Collectively, they where we have sizeable operations, is heavily reliant represented only 5.5% of our total AUM. on fossil fuels for power generation. South Africa’s grid depends on coal power electricity for 90% of To increase our impact on real-world emissions, generation capacity, making it 10x more carbon wealso aim to increase the assets we manage emitting than France. thatare focused on: Our focus is on reducing overall energy consumption ɽ The companies and countries working hardest to and adopting energy-efficiency measures across reduce their emissions through robust transition ouroffices. plans, particularly in emerging markets. ɽ The solution providers developing products, services and technologies that contribute tohalting climate change. For further information on our net-zero transition plan, please refer to our Sustainability and Stewardship Report which can be found on our website. O Sustainability Review 30 ### Sustainability highlights - Evolved from Sustainability 2.0 to Sustainability 3.0 to focus on real-world impact and deploy more capital behind our advocacy priorities. - Developed a transition plan aligned with current SBT methodology. - Committed to net-zero alignment targets for our portfolios to drive real-world emissions reductions and an inclusive transition by working with portfolio companies to ensure they have viable Paris-aligned 'just transition' plans by 2030. - Appointed a Chief Sustainability Officer to ensure alignment and oversight of all sustainability initiatives at Ninety One. - Became a signatory to the updated UK Stewardship Code. - Submitted first CDP (formerly Carbon Disclosure Project) questionnaire. - Purchased and retired 11,000 carbon credits with respect to Ninety One's Scope 1, 2 and 3 (category 6) emissions. - Added first 'Say on Climate' resolution to the Ninety One AGM 2021 (supported). - Enhanced our CSI initiatives with two key projects in South Africa, where we: - Funded more than 60 students and 10 postgraduate research projects through our Changeblasters programme; - Provided access to water for about 13,500 people in two communities via solar-powered borehole technology. ### Overview We believe the privilege of investing our clients' capital carries a responsibility: to try to secure a sustainable future. We aim to help our clients make a positive difference. With our roots in Africa, we know that well-directed investment can transform lives for the better. For more than a decade, we have been investing in economic development in Africa, mobilising finance to bring health and prosperity to some of the continent's poorest communities. We seek to participate in the industry dialogue and influence the global direction of sustainability issues through advocacy and ideas. Finally, we run our business responsibly and act sustainably. This includes such initiatives as helping to preserve the natural world through supporting wildlife initiatives as well as managing our own direct environmental footprint. Ninety One's sustainability framework has three pillars: ### Invest ESG analysis is integrated into all of our investment strategies. We also offer sustainable investment solutions. Developed by the European Community ### Advocate We seek to lead the conversation on sustainable investing. A major focus of our work is to advocate for a transition that includes emerging markets and results in real-world carbon reduction. Developed by the European Community ### Inhabit We believe change starts at home. We run our business responsibly and act sustainably. Developed by the European Community Our key figures £5.0bn managed in sustainable strategies! PRI rating A+ for Strategy & Governance, and applicable listed asset classes¹ 337 engagements 15,007 proxy votes cast 11,000 carbon credits purchased and retired with respect to Scope 1, 2 and 3 (category 6) emissions 17% reduction in Scope 1 and 2 GHG emissions 1 Sustainable strategies is defined by Ninety One's internal framework, based on the European Commission's Sustainable Finance Disclosure Regulation criteria as at 9 November 2018 for Article 6 and Article 9 funds. 2 1, short rating provided by the PRI in 2020. Ninety One Integrated Annual Report 2022 ![img-2.jpeg](img-2.jpeg) ### Moving to Sustainability 3.0 Sustainability Committee In 2022, we launched a new phase of our sustainability Our Chief Sustainability Officer chairs the Sustainability 31 programme, Sustainability 3.0. Its core components include: Committee, which oversees the wider sustainability ecosystem in the business, and comprises senior leaders ɽ Implementing a firm-wide net-zero transition plan, that within Ninety One. It reports to the executive management, includes joining the NZAMI in June 2021 and setting which report into the DLC SS&E Committee. net-zero targets designed to encourage credible emissions pathways, rather than a linear reduction Ninety One’s investment teams have ultimate responsibility inportfolio emissions. for assessing and pricing ESG risks, identifying engagement ɽ Advocating for a just and inclusive transition across priorities and deciding how to vote on them. emerging and developed markets. They are supported by other teams with specialist skills ɽ Continuing to support investment teams to develop andexperience, including the sustainability team, the best-in-class ESG integration. Strategic ReportGovernanceFinancial StatementsAdditional Information investment risk team and proxy voting team. ɽ Coordinating strategic engagement across the firm, combining the focus on our high emitters with company specific issues raised in the investment analysis. ɽ Expanding our range of sustainable investment strategies and investing behind our key advocacy focus of transition. | ESG 1.0 – 2011 | | Sustainability 2.0 – 2019 | | Sustainability 3.0 – 2022 | | --- | --- | --- | --- | --- | | ɽ Common understanding | | ɽ Investment teams take primary | | ɽ Alignment and execution | | | of ESG | | responsibility | | ɽ Coherent firm-wide approach ɽ Awareness building ɽ Sustainability team is the ɽ Real impact requires putting overarching custodian ɽ Central team money to work in this space ɽ Execution is within the ɽ Stewardship policy ɽ Developing appropriate investment teams sustainable strategies ɽ Proxy voting policy DLC Board Sustainability, Social and Ethics (“SS&E”) Committee Executive management Chief Sustainability Officer Sustainability Committee Sustainability team ### Invest Advocate Inhabit ɽ Investment teams ɽ Investment teams ɽ Human capital ɽ Investment risk team ɽ Investment Institute ɽ Workplace teams ɽ Proxy voting and data support ɽ Client Group ɽ All Ninety One employees Sustainability ## Invest ### Highlights Our approach to ‘Invest’ ɽ Committed to net zero across our investments. We are active, long-term investors across all strategies, 32 ɽ Improved sustainability data and tools available asset classes and regions. The majority of holdings are held toinvestment teams. with a multi-year time horizon in mind. The time horizon over which we expect to meet performance objectives • Developed a firm-wide framework for assessing varies across investment teams. companies’ transition plans. • Improved carbon and climate data to better understand exposure and transition pathways. ### Firm-wide investment exclusions • Improved the risk-monitoring process We do not impose our values on our clients and forsustainability-related externalities. their portfolios. However, we have a firm-wide ɽ Set engagement priorities across investment controversial-weapons exclusion policy and will not teams, prioritising engagements with highest invest in companies that are directly involved in the emitters. manufacture and production of cluster munitions, | • Co-led Climate Action 100+ engagement | antipersonnel landmines, and biological and chemical | | --- | --- | | with Sasol. | weapons. This exclusion list is reviewed regularly | | • Improved system for recording, tracking, | andapproved by the Sustainability Committee. | | andreporting engagements. | Attherequest of clients with segregated portfolios, | we can exclude specific securities, sectors or ɽ Repositioned the Global Multi-Asset Sustainable countries from portfolios. Growth strategy and launched the Global Sustainable Equity strategy. ɽ Collaborated with the Centre for Climate Financeat Imperial College to deliver a second ### Climate risk programme bespoke climate risk training programme for Over the past year, Ninety One and Imperial ourinvestment teams. Collegecollaborated on a second bespoke climate ɽ Delivered against EU Sustainable Finance risk programme for Ninety One’s investment regulations. professionals. The Ninety One Board also took part. The programme focused on understanding climate change and climate risk, and how they are impacting the investment landscape. It covered: ɽ Challenges associated with measuring climate risks. ɽ Key concepts and methodologies to integrate climate risk into decision-making. ɽ Emerging trends in regulatory, monetary andfiscalpolicy. ɽ Scenario analysis, valuation, and industry weighting. ɽ Trends that may affect the value of assets andliabilities of companies and industries. Ninety One Integrated Annual Report 2022 ### Our approach to Invest has three dimensions: 33 Our ESG-integration processes highlight material ## Integration sustainability risks and opportunities and prompt our investment teams to analyse and address them as part of their fundamental research. We seek to benefit from a deep understanding of externalities that, over the long Strategic ReportGovernanceFinancial StatementsAdditional Information term, we believe the market will price into the value of securities. We equip each investment team with the knowledge, data, and tools to fully integrate ESG into their investment processes. In the reporting year, we further developed our in-house investment-data platform and supported knowledge development through a Climate Risk programme. ## 1 Our engagement approach is driven by our goal to ## Active ownership preserve and grow the real value of the assets entrusted to us by our clients over the long term. We take a targeted approach, prioritising engagements where we can exert influence. Where we believe engagement is ineffective or companies are not committed to change, we may use the ultimate lever we have as an investor, which is to reallocate our capital. Ninety One votes at shareholder meetings throughout the world as a matter of principle. During the financial year 2022, we carried out 337 engagements and cast 15,007 votes. ## 2 We offer a range of dedicated investment strategies ## Impact thatfocus on positive inclusion and have a defined sustainability objective. These provide detailed reportingon all aspects of sustainability to investors. ## 3 Sustainability ## Advocate ### Highlights Our approach to ‘Advocate’ ɽ Advocacy focused on raising awareness of the Through advocacy, we seek to engage our clients and 34 need to fund the emerging-market transition, stakeholders on sustainability and encourage them on their through these initiatives: journeys towards more sustainable long-term investing. Advocacy takes many forms, including policy, education, • Participated in relevant workstreams within the and thought-leadership. Glasgow Financial Alliance for Net Zero (“GFANZ”); Sustainable Markets Initiative (“SMI”); Where appropriate, we seek to influence policy, regulation, and Climate Bonds Initiative. and laws, aiming to facilitate efficient capital markets • Joined the ASCOR project to help develop andfavourable environments for shareholder rights and anassessment framework for sovereigns’ interests. We monitor and guide our advocacy activities performance and governance as they transition. through the Sustainability Committee. In 2021 calendar • Contributed to the UK Impact Investing year, our advocacy focused on the need to ensure Institute’s ‘Just Transition’ report. thatemerging markets receive the funding required totransition. • Published the white paper ‘No one left behind: Building an inclusive transition for emerging ### markets’, and launched the Net Zero Ninety One Investment Institute SovereignIndex. Ninety One’s Investment Institute delivers strategic ɽ Our Chief Sustainability Officer became co-chair investing insights and analysis to our investment teams of the IIGCC’s Investor Practices working group, and clients across asset classes, investment strategies which provides advice to asset owners and asset and borders. managers on how to operationalise their net-zero The Investment Institute researches key geopolitical, commitments. economic and investment trends. Its work draws on our ɽ Hosted the ‘Investing for a world of change’ forum, firm’s investment capabilities and partnerships with leading which focused on placing net zero at the core of academics and external practitioners. Central themes of the the agenda. Institute’s work have been portfolio resilience, sustainability, ɽ Published the second edition of our ‘Planetary and the application of ESG principles to investing. Pulse’ survey of investor attitudes to sustainability. Thesehave been published in journals and papers. ɽ Signed the Investor Position Statement: A call for The Institute seeks to play an active role in the global Corporate Net Zero Transition Plans. conversation on sustainable investing. From aligning ɽ Contributed to the ASISA consultation regarding aportfolio with the decarbonisation growth trend to the Draft Green Finance Taxonomy. ensuring a fair clean-energy transition for all, Ninety One’s ɽ Became a founding member of the Sustainable portfolio managers and analysts have explored sustainable Trading Initiative. investing across asset classes and investment approaches. Among recent highlights of the Institute’s research, the firm-wide ‘Road to 2030’ project explored the key trends expected to influence market outcomes in the present decade, including climate change and demographic shifts. See more on The Road to 2030 on our website www.ninetyone.com/roadto2030 Ninety One Integrated Annual Report 2022 ### Our approach to advocacy is anchored in our principle of 35 ### investing for positive change, rather than avoiding and divesting. ### We organise our activities through the lenses of: ## Input into Case study: launch of the Net Zero Strategic ReportGovernanceFinancial StatementsAdditional Information ### Sovereign Index ## investment Building on the Climate & Nature Sovereign Index that Ninety One and WWF launched in 2020, Ninety One ## thinking developed the Net Zero Sovereign Index in 2021. The index addresses the growing need for asset owners and managers to show that their sovereign bond portfolios are Paris-aligned and on a credible path to net zero. ## Case study: FCA SDR consultation Policy In January 2022, we responded to the FCA’s ## discussion paper on Sustainability Disclosure advocacy Requirements (“SDR”), regarding which companies will be required to report on their sustainability risks, opportunities, and impacts. In our opinion, policies should be underpinned by principles. We proposed tothe FCA a focus on a principled ‘what a manager does’ rather than a data-driven ‘how much a managerdoes’. Although we support the intent of thedisclosure requirements, we raised a number of issues and, as a general point, asked that regulatory intervention on sustainable finance improves standardisation across jurisdictions. ## Industry Case study: Carbon Disclosure Campaign We are active supporters of CDP (formerly the ## collaboration Carbon Disclosure Project) and believe that advocating for better carbon reporting is critical. Itwas a successful year for CDP disclosures in general, despite the pandemic, with over 3,200 companies submitting disclosures, an increase ofc.14% compared with 2020. Ninety One supported engagements with 94 companies, with 35 companies submitting their first reports. We were a lead signatory on 24 of these engagements, with seven companies submitting theirfirst reports. We will continue contributing tothiscampaign in 2022. Sustainability ## Inhabit ### Highlights We aim to inhabit our own ecosystem in a manner that ensures a sustainable future for all. ɽ Developed a transition plan for our Scope 1 36 and2emissions aligned with science-based We start with our business, where we seek to continue targetmethodology. improving the sustainability of our operations during ɽ Made progress on our emissions in 2021: thereporting year. • Scope 1 emissions reduced by 95%. We also give back by providing financial support to • Scope 2 emissions reduced by 14%. charities and community projects that are important to | • Purchased and retired 11,000 carbon credits | theteam at Ninety One, many of whom personally give | | --- | --- | | with respect to Ninety One’s Scope 1, 2 and 3 | timeand effort to support them. Our charitable work | | (business travel) emissions. | isdirected primarily towards conservation, education, | | ɽ Launched Ninety One Green – an employee | andcommunity development. | resource group that looks to implement Our charity-matching programme doubles the sustainability initiatives across the business. contributionmade by the team at Ninety One to ɽ Launched Giki Zero programme to help employees awiderange of worthy initiatives. measure their personal carbon footprints. ### ɽ Funded more than 60 student bursaries and Managing our energy consumption 10student research projects through the We are working to decouple our company’s growth from Changeblazers programme. our environmental impact by expanding our corporate ɽ Provided better access to water for more than sustainability strategy and finding new ways to reduce our 13,500 people in two communities through direct carbon impact. Our aim is to reduce, neutralise and solar-powered borehole infrastructure. eventually eliminate our carbon emissions on a Scope 1 and ɽ Established relationship with The Bookery that will 2 basis. Our carbon footprint is calculated in accordance contribute to improving literacy in South Africa. with the international GHG Protocol’s Corporate Accounting and Reporting Standard (revised edition) andisshown in the accompanying table. The majority of the improvement in Scope 1 and 2 emissions during the year was due to our new office location in London. As we upgrade our buildings or look for new premises, our environmental footprint is an integral consideration in the project plans. This is particularly important given our large employee contingent in South Africa, where the grid remains heavily dependent on coal-fired electricity. We continue to assess viable options for sourcing energy from renewables. In 2021, we launched an employee resource group, NinetyOne Green, which aims to implement initiatives across our teams and offices. We also partnered with GikiZero, an interactive tool to help employees measure their personal carbon footprints while providing educationon sustainability. The Carbon Trust audited and verified our carbon footprint under Scope 1 and 2 emissions, and category 6 of Scope 3 (business flights, taxis, hotel stays and car rentals). We monitor our Scope 3 emissions for paper and waste and are implementing measures to reduce and mitigate all ofour Scope 3 emissions. We continue to improve the accuracy and comprehensiveness of the information captured by our environmental data collection system. Key carbon numbers (calendar year 2021) ɽ Our total Scope 1 and 2 GHG emissions reduced by17%to 2,496 tCO e year-on-year. 2 ɽ Scope 1 emissions, which relate to fuel and refrigerant use, reduced by 95% to 5 tCO e. Most of the 2 improvement was due to our new office location Ninety One Integrated Annual Report 2022 inLondon. | Total CO₂e emissions (tonnes) | 2021 | | 2020 | | % changeᵃ | | | --- | --- | --- | --- | --- | --- | --- | | | UK & Offshore | Globalᵇ | UK & Offshore | Globalᵇ | UK & Offshore | Global | | Scope 1 (fuel) | 1 | 5 | 81 | 105 | (99%) | (95%) | | Scope 2 (electricity) | 309 | 2,491 | 531 | 2,902 | (42%) | (14%) | | Total Scope 1 and 2 emissions | 310 | 2496 | 612 | 3,007 | (49%) | (17%) | | Scope 3 | 635 | 1,360 | 620 | 1,107 | 2% | 23% | | Recycled paper and waste | 10 | 18 | 6 | 26 | 67% | (31%) | | Business travel | 625 | 1,342 | 614 | 1,081 | 2% | 24% | | Total emissions | 945 | 3,856 | 1,232 | 4,114 | (23%) | (6%) | | Energy consumption (kWh) | 1,457,690 | 4,117,854 | 2,715,994 | 5,450,426 | (46%) | (24%) | | Total CO₂e /FTE | | 3.3 | | 3.5 | | (6%) | | Scope 1 and 2 p/FTE | | 2.1 | | 2.6 | | (17%) | | Tonnes CO₂e/Em of adjusted operating revenueᵃ | | 6.0 | | 7.0 | | (15%) | | Scope 1 and 2 – tonnes p/Em of adjusted operating revenue | | 3.9 | | 5.1 | | (25%) | 1. Energy consumption in kWh for Scope 1 and 2 2. Adjusted operating revenue for the 12 months to 30 September 2021 and 2020 respectively. Carbon footprint data is calendar year data. 3. Global includes oil and offshore GHG emissions. 4. Percentage changes are based on unrounded numbers. — Global Scope 2 electricity emissions reduced by 14% to 2,491 tCO₂e. Approximately 83% of our Scope 2 emissions relate to our Southern Africa offices, a more carbon-heavy location for electricity due to the use of fossil fuels in power generation. For Scope 1 and 2, total tCO₂e per £ millions of adjusted operating revenue, our intensity metric, reduced by 25% compared to 2020. Total tCO₂e per full-time employee ("FTE"), our alternative intensity metric, reduced by 17% on the same basis. — Our operational Scope 3 GHG emissions (paper, waste and business travel) increased by 23% to 1,360 tCO₂e compared to 2020. This reflects partial normalisation from the impacts of the pandemic but continues to be well below levels reported in 2019. In prior years, air travel has been a significant proportion of our operational carbon footprint given the client-facing, global nature of our business. We can expect business travel to increase further in 2022 as it remains an integral part of our operating model. However, we see the increased use of virtual communications as likely to reduce air travel from pre-COVID levels, reducing Scope 3 emissions. We maintained our long-term partnership with BCP to mitigate 100% of our Scope 1, 2 and 3 (business travel) carbon emissions. BCP is a for-profit social enterprise founded in 2011, working to make forests and wildlife valuable to rural communities in the Luangwa and Lower Zambezi areas of Zambia. ### Working with communities Our Corporate Social Investment strategy spans three pillars: conservation, education, and community development. We also support employee-driven initiatives. #### Conservation Ninety One partners with Tusk Trust on the annual Tusk Conservation Awards. These awards were co-created in 2013 to celebrate the people who work with wildlife and communities in Africa to protect the continent's natural assets. We also work with BCP, which addresses deforestation in wildlife-rich areas of Zambia and sub-Saharan Africa. #### Education Changeblazers was launched in 2020 to support under-resourced students through undergraduate qualifications and postgraduate research projects. Our first undergraduate cohort completed their first year in 2021 and achieved an average academic grade of 71%. The undergraduate programme assists candidates facing financial challenges towards qualifications in fields such as finance, engineering, computer science, psychology and education. In providing postgraduate funding, we supported more than 10 research projects at five universities in 2021. Examples of intended outcomes of the research include: informing control and management of mosquito-borne disease in rural areas; understanding the dynamics of human-development issues, environmental concerns and approaches to infrastructure in unplanned, informal settlements; and supporting the development of a national strategic plan to strengthen rehabilitation within the health system. 37 Strategic Report Governance Financial Statements Additional Information ![img-3.jpeg](img-3.jpeg) Sustainability|Inhabit ### In 2022, there are more than 60 students on the Working with our suppliers undergraduate programme. Postgraduate funding will We value the relationships we have built with our suppliers 38 continue to be directed to research projects focused over the years and recognise the value they provide to our onoutcomes that could improve the lives of ordinary business. We continue to work with our suppliers to ensure SouthAfricans. they adhere to the standards and behaviours we uphold across Ninety One. We have a high level of oversight, Examples of other education-related initiatives include focused on selection, onboarding, monitoring and supporting The Bookery, which promotes literacy reporting across our supply chain and we review the development in under-resourced primary schools across supplier relationships bi-annually. South Africa. We also supported ASISA Foundation’s financial literacy and education programmes which aim This year we stepped up our focus on modern slavery by to improve financial outcomes for South Africa’s most challenging our suppliers to look at their own processes vulnerable groups through the transfer of knowledge and taking steps to tackle modern slavery across their andskills development. businesses. We have also adopted a global approach to modern slavery. We will not knowingly support and/or do Our partnership with songo.info, a sports and education business with any third party involved in slavery and/or charity, continued. Our support enables songo.info to human trafficking. reach more children in the township of Kayamandi in theWestern Cape. We further review suppliers with respect to their approach to sustainability and diversity and we also ask that they Community development treat and remunerate their staff fairly. Community initiatives supported in 2022 included assistingthe Matsila Community in Limpopo to move ### Acting responsibly as a corporate citizen waterinfrastructure onto solar energy. The project madeaccess to water more sustainable for more Ninety One has a number of policies to ensure we operate than10,000 households, for domestic use as well in a socially responsible and compliant manner, reflecting asagricultural purposes. our value to do the right thing. Ninety One also supported Bulungula Incubator, a non- ### Our approach to anti-bribery profit organisation that alleviates poverty in one of the ### and anti-corruption poorest districts in South Africa. It is located in Mbhashe We have a zero-tolerance approach to bribery and Municipality in the Eastern Cape. We provided funding corruption. Our employees undertake training to ensure forits healthcare initiative, which delivers quality care to they understand their responsibilities and are aware of people who would otherwise have to travel long distances theconsequences of the failure to comply with anti- to obtain it. Bulungula Incubator was the runner-up in the briberyand anti-corruption policies in all the jurisdictions Daily Maverick Community Champion of the Year (2021) inwhich we operate. awards for its COVID-related healthcare intervention. Regional compliance teams are responsible for reviewing Employee-driven charity support and updating internal policies to enable our business and Over the financial year, we supported employee-driven employees to manage the legal and reputational risks community funds and charity-matching initiatives including associated with bribery and corruption. Movember (men’s health) in the UK, disaster-relief initiatives in South Africa, and appeals to help those affected by the We have a number of internal policies relating to war in Ukraine and the KwaZulu-Natal riots and flooding. anticorruption and anti-bribery, which are not published externally. Those include our Anti-Bribery and Corruption ### Working with regulators and peers Policy, Anti-Money Laundering Policy, Whistleblowing Ninety One is a global investment manager with regulatory Policy, Third Party Benefits Policy, Prevention of Tax obligations in the many jurisdictions in which we operate. Evasion Policy and Conflicts of Interest Policy. In line with our key value, we want to do the right thing for our regulators by maintaining constructive and proactive ### Data Protection and Privacy Policy working relationships with our regulators around the world. Our Data Protection and Privacy Policy promotes sound We participate in industry forums, alongside our peers, practices for the collection and processing of personal inthe markets in which we operate, with the intention data to ensure that Ninety One acts in accordance with ofconstructive development of policy and regulation. global data protection and privacy regulations, in addition OurBoard and our DLC Audit and Risk Committee are to our fiduciary responsibilities towards our clients and engaged in the material regulatory matters and policy employees. Our people are aware of their data protection initiatives that Ninety One deals with. responsibilities and receive the appropriate training. Ninety One Integrated Annual Report 2022 ## TCFD recommendations snapshot ### Ninety One has made climate-related disclosures consistent with the eleven recommendations ### of the TCFD listed below. The table shows both areas in which we have made good progress 39 ### and areas we believe more work is required to fulfil a disclosure requirement to a high standard. Our TCFD Report is available on our website www.ninetyone.com. Good progress Work in progress TCFD recommendation Ninety One’s approach to TCFD recommendation Governance: Disclose the organisation’s governance around climate-related risks and opportunities Describe the Board’s Climate risk forms part of the Board’s risk and strategic agenda, but most of the work is ### 1. oversight of climate- delegated to the Board’s DLC Sustainability, Social and Ethics Committee, which meets related risks and at least four times per year. The DLC Sustainability, Social and Ethics Committee oversees Strategic ReportGovernanceFinancial StatementsAdditional Information opportunities Ninety One’s strategy, commitments, targets and performance relating to safety, the environment (including climate change) and other sustainability matters. This involves monitoring the TCFD framework and our areas that are ‘work in progress’. In addition, the DLC Audit and Risk Committee considers aspects of carbon-risk management through regular updates regarding measurement tools and related initiatives. Describe management’s Ninety One’s executive management is responsible for developing and implementing ### 2. role in assessing and the business strategy (including sustainability) under the direction of the Chief Executive managing climate-related Officer, who is responsible for managing the business on a day-to-day basis, in accordance risks and opportunities. with the strategy approved by the Board. In November 2021, leadership capacity was added with the newly created role of Chief Sustainability Officer. As an investment manager, we are responsible for managing climate risk and other investment risks on behalf of the clients for whom we manage money. Climate risk in portfolios is monitored via the Chief Investment Officer’s office and Ninety One’s investment risk team, with support from the sustainability team. Ninety One’s investment teams are responsible for all positions in the portfolios they manage, within agreed parameters. From an investment perspective, we believe understanding climate change is critical. Strategy: Disclose the actual and potential impacts of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning where such information is material. Describe the climate- Climate-related risks and opportunities are multi-dimensional for our industry. They are likely ### 1. related risks and to be driven by regulatory action, carbon pricing and changing consumer habits. We expect opportunities the physical risks to become increasingly prevalent. This will manifest in commercial risks that organisation has present challenges across our sustainability framework: Invest, Advocate and Inhabit. As identified over the short, investors we must deliver a robust integration process and ensure our performance remains medium, and long term. competitive. We must ensure we are at the forefront of the needs of our clients through the products we offer. As an emerging market investor, we face a risk of underinvestment in these regions which will hamper global efforts to transition. Finally, we must manage the risk of failing to present and deliver on a proportionate transition plan for our own footprint through our Inhabit work. Describe the impact of Our organisational focus is on instilling the best possible understanding of sustainability ### 2. climate-related risks and climate-related risks within our investment teams and broader firm. To support this, and opportunities on the most of our investment team underwent climate training in a bespoke course that we jointly organisation’s businesses, designed with Imperial College in 2021. The firm’s strategic priorities include ‘ensuring that strategy, and financial sustainability is at the core of our business.’ The initiatives we are implementing that embed planning. climate-related risks and opportunities within our strategy include: (1) robust ESG integration that highlights material climate risks and opportunities across each of our investment products; (2) engagement with companies to influence and help their transition journeys; (3) advocacy in support of a fair transition for emerging markets; (4) expanding our range ofstrategies that focus on positive inclusion to enable financing the transitioning to net zeroorthe leaders in decarbonisation. Describe the resilience Our assessment of tools providing climate-related scenario analysis has progressed ### 3. of the organisation’s over the past 12 months. We are examining potential applications of the tools available strategy, taking into and are in the process of selecting a vendor. We continue to be extremely cautious with consideration different the conclusions that can be drawn from climate-related scenario analysis. Therefore, climate-related scenarios, we continue to work in collaboration with partners to assess and develop the necessary including a 2°C or science-based tools to improve the use cases of scenario planning. lowerscenario. TCFD recommendations snapshot TCFD recommendation Ninety One’s approach to TCFD recommendation 40 Risk management: Disclose how the organisation identifies, assesses and manages climate-related risks. Describe the organisation’s Climate-related risk is one of the investment risks we seek to understand and manage ### 1. processes for identifying onourclients’ behalf. Ninety One’s investment teams have access to resources and and assessing climate- tools to help them identify, measure and address climate risk as part of their research related risk. process, including a proprietary climate-risk tool that provides data on carbon emissions. Thisanalysis aims to identify holdings at the greatest risk of negative impacts from climate change. Our investment teams will also seek to prioritise candidates for strategic engagements with the aim of influencing efforts to manage climate-related risks within theirinvestments. Independent from investment teams, climate risks are part of the ESG risk assessment developed by Ninety One’s investment risk team. Reporting on ESG risks, including climate risks, is included in the investment risk governance framework and coordinated via Ninety One’s Investment Risk Committee, which in turn reports to Ninety One’s Management Risk Committee. Describe the We specifically monitor exposure to high emitters in the monthly Investment Risk ### 2. organisation’s processes Committee meetings. For the companies we identify, this will trigger both conversations for managing climate- with the investment team and focus on how we are engaging with those emitters. related risks. Thisfacilitates a forum for debate and challenge on how we are managing the climate risksin each portfolio. Describe how processes In addition to the firm’s approach to risk management described here, at a firm level, ### 3. for identifying, assessing, we monitor the percentage of high emitters that we are actively engaging with on and managing climate- theirtransition plans. related risks are integrated into the organisation’s overall risk management. Metrics and targets: Disclose the metrics and targets used to assess and manage relevant climate-related risks and opportunities where such information is material. Disclose the metrics used We use two main categories of metrics to assess and manage climate-related risks ### 1. by the organisation to andopportunities. assess climate-related ɽ Operational carbon footprint: we report our Scope 1, 2 and 3 GHG emissions, where risks and opportunities in possible. We also report a carbon-intensity factor. We obtain third-party verification line with its strategy and of our Scope 1 and 2 emissions and certain Scope 3 categories. risk management process. ɽ Investment portfolios’ carbon footprint: we use our proprietary climate-risk tool tomeasure Scope 1, 2 and (where possible) Scope 3 emissions for each security, thecarbon intensity of each security, and attributable carbon emissions. We are prioritising our efforts both in terms of investment decisions and disclosures to focus on transition-based targets and measures. These measures are better connected toreal-world efforts to decarbonise the global economy. In our investment products, we aim to identify companies that have value chain exposure to climate risks, giving us an aggregate view of portfolio exposure. We use a combination of Weighted Average Carbon Intensity, Portfolio Carbon Footprint and contribution of individual investments. The aim is to support bottom-up fundamental analysis. Disclose Scope 1, Scope 2, Scope 1, 2 and measurable Scope 3 categories are reported at a firm level. Scope 3 ### 2. and, if appropriate, Scope category 15, which covers emissions for assets under management, is reported for 3 GHG emissions, and the corporate and sovereign investments. related risks. We developed a proprietary tool to measure portfolio carbon metrics, such as Weighted Average Carbon Intensity and Portfolio Carbon Footprint, which can be applied to each ofNinety One’s investment strategies. In our TCFD Report we disclose the aggregate carbon metrics for Ninety One’s investments in corporate and sovereign exposure. Describe the targets used We aim to reduce our carbon emissions to be in line with the Paris Agreement objectives. ### 3. by the organisation to We intend to drive our emissions down in the shortest possible time frame by reducing manage climate-related the carbon footprint of our operations, improving our ability to price carbon risk in our risks and opportunities portfolios, and by growing the proportion of assets under management invested in impact and performance and sustainability strategies. As a signatory to the NZAMI, we will also disclose further against targets. details around interim targets for the proportion of assets to be managed in line with Ninety One Integrated Annual Report 2022 theattainment of net zero and regularly review these. ## Non-Financial Information Statement ### (sections 414CA and 414CB of the UK Companies Act 2006) Ninety One aims to comply with the non-financial reporting requirements contained in sections 414CA and 414CB of the UK Companies Act 2006. The below information is intended to help stakeholders better understand how we address key non-financial matters and guide them to where the relevant non-financial information can be viewed. 41 Reporting requirements Supporting information Where to find necessary information Environmental matters Sustainability See pages 26 to 40 Sustainability and Stewardship Report www.ninetyone.com TCFD Report www.ninetyone.com Employees People and Culture See pages 18 to 22 Do the right thing (Code of Ethics) See pages 19 Whistleblowing Policy See pages 19 and 38 Strategic ReportGovernanceFinancial StatementsAdditional Information Equality Policy See page 21 Dignity at Work Policy See page 21 Diversity and Inclusion See page 21 Global Health and Safety Policy See page 19 Social matters Do the right thing (Code of Ethics) See page 19 Prevention of Tax Evasion Policy See page 72 Conflicts of Interest Policy See page 38 Data Protection and Privacy Policy See page 38 Suppliers See page 38 Sustainability See pages 26 to 40 Sustainability and Stewardship Report www.ninetyone.com Human rights The Modern Slavery Act Statement See pages 38 and 77 Anti-corruption and Anti-Bribery and Corruption Policy See page 38 anti-bribery matters Anti-Money Laundering Policy See page 38 Third Party Benefits Policy See page 38 Other matters Business model See pages 6 to 7 Non-financial KPIs See pages 14 to 15 Principal risks See pages 52 to 55 Group Tax Strategy See page 72 # Financial Review 42 Ninety One once again delivered record results in the year, with 13% growth in management fees and adjusted EPS. Diversification underpins our resilience. ![img-4.jpeg](img-4.jpeg) ## Financial results | £ million (unless stated otherwise) | Full year 2022 | Full year 2021 | Change % | | --- | --- | --- | --- | | Closing AUM (£'bn) | 143.9 | 130.9 | 10 | | Net flows (£'bn) | 5.0 | (0.2) | n.m. | | Average AUM (£'bn) | 138.6 | 119.9 | 16 | | Management fees | 632.8 | 561.0 | 13 | | Performance fees | 31.1 | 45.4 | (31) | | Foreign exchange gain/ (loss) | 1.2 | (6.3) | n.m. | | Other (loss)/income | (1.2) | 3.4 | n.m. | | **Adjusted operating revenue** | **663.9** | **603.5** | **10** | | **Adjusted operating expenses** | **(433.5)** | **(397.3)** | **9** | | **Adjusted operating profit** | **230.4** | **206.2** | **12** | | Adjusted net interest income | 3.7 | 2.2 | 68 | | Share scheme net credit | 18.1 | — | n.m. | | Silica profit | — | 1.7 | n.m. | | **Profit before tax and exceptional items** | **252.2** | **210.1** | **20** | | Exceptional items | 14.9 | (8.0) | n.m. | | **Profit before tax** | **267.1** | **204.1** | **31** | | Tax expense | (61.8) | (49.5) | 25 | | **Profit after tax** | **205.3** | **154.6** | **33** | | Average fee rate (bps) | 45.7 | 46.8 | | | Adjusted operating profit margin (%) | 34.7 | 34.2 | | | Number of full-time employees | 1,182 | 1,174 | 1 | Note: Please refer to explanations and definitions, including alternative performance measures, on pages 46 to 47 and 100. Ninety One Integrated Annual Report 2022 Adjusted operating profit increased 12% to £230.4 million (2021: £206.2 million). Adjusted operating profit margin of 34.7% increased on the comparative period (2021: 34.2%), principally due to an increase in management fees. Profit before tax and exceptional items increased 20% to £252.2 million (2021: £210.1 million). #### Assets under management Ninety One saw net inflows of £5.0 billion (2021: net outflows of £0.2 billion). Total AUM increased by 10% to £143.9 billion (31 March 2021: £130.9 billion), reflecting the net inflows and positive markets. The market and foreign exchange impact for the year was £8.0 billion (2021: £27.7 billion). Average AUM increased 16% to £138.6 billion (2021: £119.9 billion), reflecting higher AUM levels over the year. #### Adjusted operating revenue Management fees increased 13% to £632.8 million (2021: £561.0 million), against a 16% increase in average AUM. The average management fee rate reduced 1.1 bps to 45.7 bps (2021: 46.8 bps). This is largely due to a change in the mix of strategies owned by our clients and is unchanged in the second half of the year. Performance fees decreased to £31.1 million (2021: £45.4 million) compared to higher levels achieved in the prior year. These fees arose due to relative investment outperformance in a selection of strategies, particularly in South African equities. The foreign exchange gain of £1.2 million (2021: loss of £6.3 million) was mainly due to US dollar asset translations where the pound sterling weakened against the US dollar. The year-end exchange rate moved from 1.38 in 2021 to 1.31 in 2022. The other loss of £1.2 million was negative compared to the comparative period (2021: gain of £3.4 million), mainly due to seed capital mark-to-market revaluations. #### Adjusted operating expenses Adjusted operating expenses increased 9% to £433.5 million (2021: £397.3 million), driven by increases in both employee remuneration and business expenses. #### Adjusted operating expenses ![img-5.jpeg](img-5.jpeg) #### Employee remuneration Ninety One is a people business, and employee remuneration represents the largest portion of the expense base. Total employee remuneration (excluding Silica and the impact of the revaluation of the deferred employee benefit scheme) increased 9% to £294.4 million (2021: £271.3 million). This was principally driven by variable remuneration, in line with adjusted operating profit growth, along with an increase of 1% in average headcount to 1,182 (2021: 1,168). The compensation ratio decreased to 44% (2021: 45%). Over 50% of employee remuneration is variable and fluctuates in line with adjusted operating profit, ensuring alignment with financial performance. #### Business expenses Business expenses increased 10% to £139.1 million (2021: £126.0 million). The largest expense item, client and retail fund administration, increased in line with higher average AUM and the impact of the stronger South African rand on South Africa based costs. Travel and promotional expenses have increased from prior year given the easing of COVID-19 related restrictions. #### Adjusted net interest income Adjusted net interest income increased to £3.7 million (2021: £2.2 million) as a result of higher average cash balances in 2022, particularly in Southern Africa. Adjusted net interest income excludes interest expense on lease liabilities of £3.8 million (2021: £3.7 million), which has been included in adjusted operating expenses. #### Share scheme net credit The share scheme net credit has arisen as a result of employees opting to invest a significant portion of their deferred bonuses into the Ninety One share scheme. Under IFRS2, such allocations are amortised over the vesting period. To reflect the adjusted operating expenses as though all awards during the year were expensed, the gross allocation value less amortisation charges ("share scheme net credit") was excluded from adjusted operating expenses. The share scheme net credit was relatively immaterial in the prior year and was included in adjusted operating expenses. 43 Strategic Report Governance Financial Statements Additional Information ![img-6.jpeg](img-6.jpeg) Financial Review ### Exceptional items Exceptional income of £14.9 million (2021: expenses of 44 £6.0 million) reflects the pre-tax profit received on the sale 71.8 | of Silica in April 2021. Silica is a transfer agency business in | | | | | | | 14.9 267.1 | | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | | 20.8 | 252.2 | | | South Africa. During financial year 2021, we took a strategic | | (14.3) | | | | | | | | 210.1 | | (23.1) | | | | | | decision to dispose of Silica, further simplifying our | | | | (13.1) | | | | business. The sale, which completed on 30 April 2021, will allow Silica to work with a strong and strategically-aligned partner, FNZ, and allow Ninety One to focus on its core investment management business. Ninety One remains a client of Silica. In 2021, exceptional expenses largely reflected the spend fees fees PBT FY22 Other items items relating to the completion of the rebranding of Ninety One. Business expenses Employee Exceptional FY21 PBT and Management Performance remuneration FY22 PBT and ### Profit before tax exceptional items exceptional items Profit before tax increased 31% to £267.1 million (2021: £204.1 million), while adjusted operating profit increased ### Effective tax rate 12% to £230.4 million (2021: £206.2 million). The reason for the difference in these increases is the profit on sale of The effective tax rate for the twelve months to 31 March Silica and the share scheme net credit, neither of which 2022 was 23.1% (2021: 24.3%), against a headline UK are reflective of operating performance for the year. corporation tax rate of 19.0% (2021: 19.0%) and a headline South Africa corporation tax rate of 28.0% (2021: 28.0%). The decrease is primarily due to the inclusion of adjustments in the prior year. ### Earnings per share Full year Full year £ million (unless stated otherwise) 2022 2021 Change % Profit after tax 205.3 154.6 33 Profit attributable to non-controlling interests — (0.2) n.m. Profit attributable to shareholders 205.3 154.4 33 1 Exceptional items (14.9) 6.0 n.m. 1 Gain on disposal of associate — (0.2) — 1 Adjusted net interest income (3.7) (2.2) 68 1 Share scheme net credit (18.1) — n.m. 1 Silica profit — (1.7) n.m. 1 CGT on disposal of subsidiaries 4.1 — n.m. 1 Tax on other adjusting items 4.5 0.2 n.m. Adjusted earnings attributable to shareholders 177.2 156.5 13 Weighted average number of ordinary shares (m) – basic 907.8 912.7 (1) Weighted average number of ordinary shares (m) – diluted 917.7 916.8 — Number of ordinary shares (m) 922.7 922.7 — Profit analysis Earnings per share (p) £m – Basic 22.6 16.9 34 – Diluted 22.4 16.8 33 Headline earnings per share (p) – Basic 21.4 16.9 27 – Diluted 21.1 16.8 26 Adjusted earnings per share (p) 19.2 17.0 13 1. This comprises a component of “non-operating items” per adjusted earnings per share definition. Please refer to explanations and definitions, including alternative performance measures, on pages 46 to 47 and 166 to 167 respectively. Ninety One Integrated Annual Report 2022 Basic earnings per share ("Basic EPS") and diluted EPS increased 34% and 33% to 22.6p and 22.4p respectively (2021: 16.9p and 16.8p respectively). Basic headline EPS ("Basic HEPS") and diluted HEPS increased 27% and 26% to 21.4p and 21.1p respectively (2021: 16.9p and 16.8p respectively). Adjusted EPS grew broadly in line with adjusted operating profit by 13% to 19.2p (2021: 17.0p), which is reflective of the core operating performance of Ninety One, as set out under alternative performance measures on pages 46 and 47. There was no change in the number of shares in issue. The impact of the investment in own shares held by Ninety One as part of the Ninety One share scheme had a small impact on the weighted average number of ordinary shares. For details on calculations, see note 9 to the consolidated financial statements. # Summary balance sheet | £ million | 31 March 2022 | | | 31 March 2021 | | | | --- | --- | --- | --- | --- | --- | --- | | | Policyholders | Shareholders | Total IFRS | Policyholders | Shareholders | Total IFRS | | Non-current assets | — | 151.2 | 151.2 | — | 155.0 | 155.0 | | Current assets | | | | | | | | Linked investments backing policyholder funds | 10,785.9 | — | 10,785.9 | 9,063.9 | — | 9,063.9 | | Cash and cash equivalents | — | 406.6 | 406.6 | — | 337.5 | 337.5 | | Other current assets | 66.7 | 271.7 | 338.4 | 51.0 | 297.2 | 348.2 | | Total current assets | 10,852.6 | 678.3 | 11,530.9 | 9,114.9 | 634.7 | 9,749.6 | | Total assets | 10,852.6 | 829.5 | 11,682.1 | 9,114.9 | 789.7 | 9,904.6 | | Non-current liabilities | 30.0 | 130.2 | 160.2 | 28.8 | 146.6 | 175.4 | | Current liabilities | | | | | | | | Policyholder investment contract liabilities | 10,769.9 | — | 10,769.9 | 9,033.6 | — | 9,033.6 | | Other current liabilities | 52.7 | 357.7 | 410.4 | 52.5 | 389.8 | 442.3 | | Total current liabilities | 10,822.6 | 357.7 | 11,180.3 | 9,086.1 | 389.8 | 9,475.9 | | Total liabilities | 10,852.6 | 487.9 | 11,340.5 | 9,114.9 | 536.4 | 9,651.3 | | Equity | — | 341.6 | 341.6 | — | 253.3 | 253.3 | | Total equity and liabilities | 10,852.6 | 829.5 | 11,682.1 | 9,114.9 | 789.7 | 9,904.6 | # Assets and liabilities Ninety One undertakes investment-linked insurance business through one of its South African entities, Ninety One Assurance, and does not take on any insurance risk in respect of such business. The policyholders hold units in a pooled portfolio of assets via linked policies issued by the insurance entity. The assets are beneficially held by the insurance entity and the assets are reflected on its statement of financial position. Due to the nature of a linked policy, Ninety One's liability to the policyholders is equal to the market value of the assets underlying the policies, less applicable taxation. The increase in policyholder assets is largely due to foreign exchange gains and improved markets. The commentary below only covers the shareholders' amounts. Total assets increased to £829.5 million (31 March 2021: £789.7 million), largely due to cash and cash equivalents which increased to £406.6 million (31 March 2021: £337.5 million). Ninety One has limited seed investments. Seed capital for mutual funds was £2.7 million (31 March 2021: £3.1 million) and co-investments in private equity and real estate funds totalled £6.3 million (31 March 2021: £6.2 million). Total liabilities decreased to £487.9 million (31 March 2021: £536.4 million). There is no debt financing on the balance sheet. Equity increased to £341.6 million (31 March 2021: £253.3 million), reflecting the profits for the year, net of the payment of the interim dividend and the prior year final dividend. Ninety One has established employee benefit trusts ("EBTs") for the purpose of purchasing shares and satisfying the share-based payment awards granted to employees. Over the financial year, 6.8 million shares were purchased through these trusts and 0.2 million shares were released to employees, resulting in a total of 17.6 million shares held by the EBTs, representing 1.9% of Ninety One's 922.7 million total shares in issue. 45 Strategic Report Governance Financial Statements Additional Information Financial Review 1 | | Capital and regulatory position | | | | Liquidity | | --- | --- | --- | --- | --- | --- | | | | 31 March 2022 | 31 March 2022 | 31 March 2021 | Ninety One maintains a healthy liquidity position, which | | 46 | £ million | IFPR regime | BIPRU regime | BIPRU regime | | comprises cash and cash equivalents of £406.6 million Equity 341.6 341.6 253.3 (31 March 2021: £337.5 million). Ninety One maintains a Non-qualifying consistent liquidity management model, with liquidity 2 assets (27.6) (11.6) (13.3) requirements monitored carefully against its existing and Qualifying capital 314.0 330.0 240.0 longer-term obligations. To meet the daily requirements of Dividends proposed (71.0) (71.0) (61.7) the business and to mitigate its credit exposure, Ninety One Estimated regulatory diversifies its cash and cash equivalents across a range of 3 requirement (114.2) (103.0) (104.4) suitably credit-rated corporate banks and money funds. Estimated capital surplus 128.8 156.0 73.9 ### Alternative performance measures 1. The above table represents the amalgamated position across Ninety One plc Ninety One uses non-IFRS measures to reflect the manner and its subsidiaries and Ninety One Limited and its subsidiaries, which for in which management monitors and assesses the financial regulatory capital purposes are separate groups. Both groups had an performance of the firm. estimated capital surplus at 31 March 2022 and 31 March 2021. 2. Non-qualifying assets comprise assets that are not available to meet regulatory requirements. Items are included or excluded from adjusted operating 3. Estimated regulatory requirement at 31 March 2022 under the BIPRU regime is revenue and expenses based on management’s the requirement calculated as at 31 December 2021, the last date the BIPRU assessment of whether they contribute to the core rules applied. operations of the business. In particular: ɽ they exclude Silica as it is not core to Ninety One’s Estimated regulatory capital required increased to asset management activities and as at 30 April 2021 £114.2million (31 March 2021: £104.4 million). Ninety One has has been divested; an expected capital surplus of £128.8 million (31 March 2021: £73.9 million), which is consistent with our commitment to a ɽ foreign exchange differences are included as they capital-light balance sheet. This means Ninety One holds a mainly relate to operating matters; capital cover of 213% of its capital requirement (2021: 172%). ɽ net gains or losses on investments are included as, The capital requirements for all Ninety One companies are other than those related to deferred employee benefit monitored throughout the year. schemes and excluded as noted below, investments are generally seed capital funding which is directly ### Dividends attributable to operations; The Board has considered the resilience of the balance ɽ deferred employee benefit scheme movements are sheet. In line with the stated dividend policy, the Board has excluded as the movements offset and do not impact recommended a final dividend of 7.7p per share. Of this, operating performance; 4.8p per share represents 50% of profit after tax prior to ɽ subletting income is deducted from adjusted operating the recognition of non-operating items and 2.9p per share expenses as it is a recovery of costs rather than a core represents after-tax earnings after ensuring it has sufficient revenue item; capital to meet current or expected changes in the ɽ the share scheme net credit is excluded from adjusted regulatory capital requirements and investment operating expenses so that they reflect the position as needs, as well as a reasonable buffer to protect against though all awards during the year were expensed; and fluctuations in those requirements. If approved at the AGM, the final dividend will be paid on 5 August 2022 to ɽ interest expense on lease liabilities is included in shareholders included on the share registers on 15 July adjusted operating expenses to reflect the operating 2022 and will result in a full-year dividend of 14.6p per share costs of offices. (2021: 12.6p). These non-IFRS measures are considered additional There are no plans to increase the current number of disclosures and in no case are intended to replace the shares in issue. financial information prepared in accordance with the basisof preparation detailed in the consolidated financial statements. Moreover, the way in which Ninety One defines and calculates these measures may differ from the way in which these or similar measures are calculated by other entities. Accordingly, they may not be comparable to measures used by other entities in Ninety One’s industry. Ninety One Integrated Annual Report 2022 These non-IFRS measures are considered to be pro forma Full year Full year £ million 2022 2021 financial information for the purpose of the JSE Listings Staff expenses 276.4 284.4 47 Requirements and are the responsibility of Ninety One’s Board. Due to their nature, they may not fairly present the Adjusted for: issuer’s financial position, changes in equity, results of Silica staff expenses — (14.1) operations or cash flows. The non-IFRS financial Share scheme net credit 18.1 — information has been prepared with reference to JSE Other items (0.1) 1.0 Guidance Letter: Presentation of pro forma financial Employee remuneration 294.4 271.3 information dated 4 March 2010 and in accordance with Full year Full year paragraphs 8.15 to 8.33 in the JSE Listings Requirements, £ million 2022 2021 the Revised SAICA Guide on Pro forma Financial Adjusted operating revenue 663.9 603.5 Information (issued September 2014) and International Adjusted operating expenses (433.5) (397.3) Standard on Assurance Engagement (“ISAE”) 3420 – Strategic ReportGovernanceFinancial StatementsAdditional Information Adjusted operating profit 230.4 206.2 Assurance Engagements to Report on the Compilation of Pro forma Financial Information included in a Prospectus, Adjusted operating profit margin 34.7% 34.2% to the extent applicable given the Non-IFRS Financial | | | Full year | | Full year | | | --- | --- | --- | --- | --- | --- | | Information’s nature. This pro forma financial information | £ million | | 2022 | | 2021 | | has been reported on by KPMG Inc in terms of ISAE 3420 | Net interest expense (0.1) (1.5) | | | | | and their unmodified report is available for inspection on Adjusted for: the Ninety One website (www.ninetyone.com). Interest expense on lease liabilities 3.8 3.7 Adjusted net interest income 3.7 2.2 These non-IFRS measures, including reconciliations to their nearest consolidated financial statements equivalents, are ### as follows: Foreign currency Full year Full year The financial information is prepared in British pound £ million 2022 2021 sterling. The results of operations and the financial Net revenue 663.9 625.1 condition of individual companies are reported in the local Adjusted for: currencies of the countries in which they are domiciled, Silica third-party revenue — (18.9) including South African rand and US dollar. These results Foreign exchange gain/(loss) 1.2 (6.3) are then translated into pounds sterling at the applicable | Net gain on investments 1.2 15.6 | foreign currency exchange rates for inclusion in the | | --- | --- | | Deferred employee benefit | consolidated financial statements. The following table sets | | scheme gain (3.4) (14.2) | out the movement in the relevant exchange rates against | | Subletting income (1.3) — | pounds sterling for the twelve months ended 31 March | | Share of profit from associates 0.4 0.6 | 2021 and 2022. | Other income 1.9 1.6 31 March 2022 31 March 2021 | Adjusted operating revenue 663.9 603.5 | | Year end Average Year end Average | | --- | --- | --- | | Of which management fees 632.8 561.0 | SA rand 19.03 20.29 20.39 21.35 | | | Of which performance fees 31.1 45.4 | US dollar 1.31 1.37 1.38 1.31 | | Of which foreign exchange gain/(loss) 1.2 (6.3) Of which other (loss)/income (1.2) 3.4 Full year Full year £ million 2022 2021 Operating expenses 416.3 425.0 Adjusted for: Silica net expenses — (17.2) Share scheme net credit 18.1 — Deferred employee benefit scheme gain (3.4) (14.2) Subletting income (1.3) — Interest expense on lease liabilities 3.8 3.7 Adjusted operating expenses 433.5 397.3 Financial Review ### Statement of viability Scenarios modelled included: In accordance with the UK Corporate Governance Code, Market stress: the effect of a re-occurrence of the 48 the Board has assessed the current position and prospects financial crisis of 2007/08. of the Group over a three year period to 31 March 2025. Shock event: a one-time event that led to an immediate The Board’s assessment has been made with reference to reduction in AUM at the higher end of the falls calculated in Ninety One’s current position and strategy, the Board’s risk the Market stress scenario and aligned to the risk appetite appetite, Ninety One’s financial plans and forecasts, and its limit for clients at risk. principal and emerging risks and how these are managed, as detailed in the Strategic Report. Consideration of the risks Operational risk event: the effect of an idiosyncratic arising from the COVID-19 pandemic, as well as the impacts operational risk event. The event modelled was that of the events and market conditions arising from the war in representing the greatest single operational risk capital Ukraine have also been included in this assessment. charge included in the capital assessment process. Ninety One uses a three-year period in assessing viability, Net outflows: the effects of experiencing net outflows consistent with the minimum period used in the Group’s equivalent to lowest proportion of net flows in relation to internal capital adequacy assessments and financial opening AUM experienced by the Group. projections. The financial projections incorporate both the Group’s strategy and principal risks and are reviewed by the A combination of the Market stress, Net outflows and Board at least annually. These formal approval processes Operational risk event scenarios. are underpinned by regular Board discussions of strategy and risks, in the normal course of business. Throughout the The internal capital assessments are conducted separately year the Board assesses progress by reviewing forecasts but in a consistent manner for each of the two groups: compared to the budget and longer-term projections Ninety One plc and its subsidiaries and Ninety One Limited compared to the financial plan. The current year forecast and its subsidiaries, as for regulatory capital purposes and longer-term financial projections are regularly updated these are considered to be separate groups. as appropriate and consider Ninety One’s profitability, cash Having reviewed the results of the stress tests, the Board flows, dividend payments and other key internal and has concluded that the Group would have sufficient capital external variables. and liquid resources in the respective scenarios and that The Board regularly assesses the amount of capital that the the Group’s ongoing viability would be sustained. It is Group is required to hold to cover its principal risks and possible that a stress event could be more severe and have scenario analysis is performed as part of both the financial a greater impact than has been determined plausible. planning and internal capital assessment processes. These Actions are available that may reduce the impact of more scenarios evaluate the potential impact of severe but severe scenarios, but these have not been considered in plausible occurrences which reflect Ninety One’s risk profile. this viability statement. The Board confirms, based on information known today, that they have a reasonable expectation that Ninety One will continue to operate, meet its liabilities as they fall due, and maintain sufficient regulatory capital over the three year period to 31 March 2025. Ninety One Integrated Annual Report 2022 ## Risk Management ## Our risk management and internal control framework 49 ## is supported by an embedded risk culture and strong ## risk governance. ### The DLC Board of Directors (‘the Board’) has ultimate Managing risk responsibility for risk management, the supporting system The Board has delegated authority to the DLC Audit and of internal controls, and for reviewing their effectiveness. Risk Committee (“ARC”) to review the adequacy and To assist the Board in discharging its responsibilities, Ninety effectiveness of the Group’s risk management and internal One’s risk management and internal control framework has controls. Details of how the ARC oversees the risk Strategic ReportGovernanceFinancial StatementsAdditional Information clearly defined responsibilities and is designed to identify, management and internal control framework is set out on assess, monitor, and report current and emerging risks, pages 70 to 74 of the report. The ARC (and executive toensure that the business operates within acceptable management) is supported by a Management Audit tolerances as defined by the Board’s risk appetite. Committee (“MAC”) and Management Risk Committee (“MRC”). The MAC oversees the completeness, accuracy The framework is designed to manage rather than and effectiveness of financial reporting, corporate tax eliminatethe risk of failure to achieve Ninety One’s business compliance, and internal and external audit reports. objectives. It can only provide reasonable and not absolute TheMRC ensures that there is appropriate oversight, assurance against material misstatement or loss. reporting and escalation of risks identified in the business or wider operating environment, and ensures that there ### Risk culture aresufficient and effective risk mitigation activities The concept of ‘doing the right thing’ is a key cultural andprocesses inplace. The MRC is attended by senior attribute at Ninety One and our culture and values representatives fromall areas of the business and is areembedded in our approach to risk management. furthersupported by anumber of specialised risk NinetyOne advocates a risk-aware, open culture, where all sub-committees, comprising subject matter experts from employees contribute to effective risk management and across the business who perform a more detailed review are responsible for the maintenance of an effective internal oftheir risk universe to ensure that all risk matters are control structure. To ensure that Ninety One’s culture and identified and escalated. values permeate throughout the organisation, various policies are in place that provide clear guidance on what The risk management framework utilises tools including employees should and should not do. External third-party riskassessments, key indicators, scenario stress tests service providers are also briefed on thelevel of standard andlearnings from internal and external events. they are expected to adhere to. ### Ninety One risk governance structure DLC Board of Directors Chief Executive DLC Audit and Risk Committee Officer Executive Management Management management Risk Committee Audit Committee Specialised risk sub-committees Risk Governance and Escalation Key: Independent 1st Line: 2nd Line: 3rd Line: Executive Management Oversight functions Independent assurance Management Risk Management Each risk is analysed and assigned a ‘risk materiality’, Ninety One has implemented aGovernance Risk and basedon risk ratings derived from a Risk Impact Matrix Compliance (“GRC”) technology solution, which is used 50 asdefined in our Risk Appetite Policy. This facilitates byallthree lines of defence. measurement relative to Ninety One’s risk appetite, The GRC is a single repository of processes, risks and therefore determining primary treatment and appropriate controls from which each team’s own risk assessments levels of escalation. This model ensures that current and areadministered, evaluated and challenged. GRC emerging risks are escalated to the ARC (and Board, facilitates a more structured and cohesive approach whereappropriate), and that all relevant levels of risks tomanaging risk within the business. areregularly and formally evaluated. Ninety One supports a Combined Assurance Framework, ### Risk appetite with the three lines of defence forming the pillar of Ninety Risk appetite sets the “tone from the top” and provides One’s Governance and Oversight Structure, to manage parameters within which the business can operate. Risk and mitigate risk. appetite statements are set by the Board and cover all ourkey risks that are aligned to our business model and Ninety One’s employees are the first line of defence strategy. Each risk appetite statement is underpinned by against risk. limits prescribed in Ninety One’s Risk Appetite Policy, where ɽ Ninety One believes that good risk management is both qualitative and quantitative factors are considered achieved by empowering its employees to identify risk. when assessing new and emerging risk materiality and ɽ Line managers are the first point of escalation, as determining the treatment and appropriate escalation. theirdetailed understanding of Ninety One’s processes make them best placed to assess and manage risk Risk appetite provides a mechanism for treating risks that inline with Ninety One’s risk appetite. exceed Ninety One’s risk appetite and ensuring the Board ɽ Individual risk management responsibilities also and key committees are appropriately informed. Risk formakey part of the annual employee performance appetite statements and corresponding key risks are review process. maintained in an aggregate risk register, where the appropriateness of risk profiles applied are monitored on an The second line of defence comprises the risk ongoing basis by the Management Risk Committee. Ninety management and compliance teams. One’s risk appetite is approved annually by the Board. ɽ Ninety One’s risk management teams design the risk management framework and are trusted partners ### The ‘three lines of defence’ whoadvise on risk management matters and Ninety One’s risk management framework utilises challengethe first line’s assessment of risk. a‘threelines of defence’ approach to manage risk. ɽ Risk management separates into two specialist Thisensures that there is responsibility for risk areasnamely investment risk (within portfolios) management embedded within the specialist teams andoperational risk. overseeing day-to-day processes and demonstrable ɽ Compliance independently review and monitor independence within the functions employed to theinvestment and operational processes against challengethem. regulatory requirements. ### Navigating a post-pandemic environment Ninety One’s operations continued to operate As markets recover, and volatility normalises, Ninety effectively throughout the ongoing COVID-19 One continues to monitor the residual impact of the pandemic during the current financial year. pandemic on our products, investments activities, Remoteworking capabilities delivered uninterrupted andkey third-party and outsourced partners. operations across the organisation without any Investing in the health and wellbeing of our significant impact on the control environment employeesremains one of Ninety One’s key orregulatory obligations. priorities.We continued to support and motivate Ninety One remains focused on enhancing its ouremployees, enabling the firm to overcome the operational resilience to better equip the Group next major challenge and help build a sustainable, inassessing and managing risk. The Operational growth-inclusive business where we are committed Resilience programme undertook scenario testing toinvesting for a better tomorrow. onimportant business services, and results indicatedthat Ninety One’s operations remain viableand well-positioned to operate under extremebusiness-disrupting events. Ninety One Integrated Annual Report 2022 ### The third line of defence is an independent internal Assessment of risks audit team. Ninety One periodically assesses the risks faced by ɽ Ninety One’s Internal Audit function provides 51 ourbusiness. We have a number of key risk categories, independent (objective and impartial) assurance, as including Business and Strategic, Investment and well as advisory services designed to add value and Operational risk. These risk categories have been improve Ninety One DLC’s operations. Internal Audit assessed utilising the intelligence gathered from the risk does this by bringing a systematic disciplined approach management framework tools (i.e. risk assessments, key to evaluate and improve the effectiveness of risk indicators, stress and scenario tests and learnings from management, and governance processes, and to internal and external events). This process takes account of report on the integrity of the controls within the political, economic and industry risks. The development of business. Internal Audit report to the Board via the emerging risks is monitored on an ongoing basis, to update ARCon the governance and risk management the assessment of the risks, the progress of actions, and framework and control environment. incorporating any material developments. Strategic ReportGovernanceFinancial StatementsAdditional Information ### FY 2022 developments Ninety One uses this information to identify its principal During the 2022 financial year, a number of initiatives were risks, which are ranked within each category based on undertaken byNinety One’s Risk function to enhance our acombined assessment of the impact and likelihood of risk management framework and the way we manage risk: each occurring, with reference to associated measures perNinety One’s risk appetite. ɽ A formal Operational Resilience programme was established to build on our existing resilience Business and strategic risks capabilities. Our important business services were 1. Development and implementation of business strategy identified and assigned impact tolerances, which 2. Planning and adapting to macro events werestress tested to ensure that we can continue tooperate during severe but plausible disruptions. 3. Product offerings meeting client needs and/or providing value ɽ We continued to enhance our Risk and Control SelfAssessment (“RCSA”) process. This included 4. Attracting and/or retaining talent improving the documentation of risks and controls 5. ESG and sustainability andchallenging RCSA’s with the aim to minimise theoccurrence of risk events. Investment risks 6. Meeting client investment objectives ɽ We enhanced the process and delivery of Ninety One’s ‘Report on Internal Controls’ in accordance with the 7. Effectively managing risk in clients’ portfolios revised Technical Release AAF 01/20 issued by the Operational risks Institute of Chartered Accountants in England and 8. Designing and/or operating an effective Wales, and the International Standard on Assurance controlenvironment Engagements (“ISAE”) 3402. 9. Meeting regulatory and/or contractual obligations ɽ We continued to develop our approach in assessing ESG and sustainability risks. 10. Operational resilience and continuity planning ɽ New capital and liquidity requirements were introduced to investment firms in the UK under the Investment Firms Prudential Regime (“IFPR”), effective from 1 January 2022. One of the key impacts is the transition of the current ICAAP to an Internal Capital and Risk Assessment (“ICARA”). In line with these requirements, we are now identifying, assessing, and managing any material harms (to clients, to the market, or to the firm itself) that could result from the ongoing operation, andthe winding-down of the Group’s business. ɽ Given the continuous increase in the development and sophistication of cyber-attacks, Ninety One recognised the need to continuously enhance our response readiness and resilience to serious cyber security incidents. Ninety One engaged with external service providers where an extensive security incident tabletop exercise was performed, further augmenting existing protection measures. ## Principal Risks Below is a summary of the principal risks which are ## The Board has carried out reviewed by the ARC and the Board and have the 52 potential to threaten the Group’s business model, future ## a robust assessment of the performance, solvency, or liquidity and impact its brand ## Group’srisks. integrity and reputation. Reputational risk is not in itself one of the principal risks detailed below. Ninety One considers reputational risk a key factor inevaluating all principal risks, as it can be impacted by any of the principal risks identified. Ninety One recognised the increasing risks associated with disruptive climate change and its impact on our business Key: and onthe long-term sustainability of our planet. In view of Risk profile change over the financial year its ever-increasing importance, ESG and sustainability risk was incorporated as a standalone principal risk during the Risk status has improved financial year. Risk status has remained stable Risk status has deteriorated ### Business and strategic risks Business and strategic risks are identified when Ninety One fails to deliver on its strategy and strategic objectives. Business and strategic risks can manifest through a failure to foresee and respond to the changing needs of our clients and other stakeholders, lack of operational resilience and ability to adapt to changes in the operating environment, or an inability to attract or retain the right talent to deliver good stakeholder outcomes. Risk Risk management/mitigation Update on the risk assessment in FY 2022 Strategic priorities: 1, 2, 3, 4, 5 ### 1. Development and implementation of business strategy Risk profile: Ninety One faces risks associated ɽ Group strategy is reviewed and approved by Ninety One adopts a long-term approach to with the implementation of theBoard annually. the development and delivery of its strategy. itsstrategy, owing to internal ɽ The Chief Executive Officer, with support As a result, the strategic principles and orexternal factors which may ofexecutive management, receives regular priorities of the prior year remain unchanged. delayor inhibit progress on its feedback from teams across the firm, allowing We achieved net inflows across all asset strategic priorities. them to review and monitor progress against classes and regions reflecting: Ninety One’s strategic objectives. Appropriate ɽ general improvement in client momentum action is taken as necessary to ensure that the and strengthening of client relationships, Group strategy remains relevant and on track. including North American institutional ɽ The Chief Executive Officer provides regular clients; and updates to the Board on progress against ɽ growing demand for sustainability strategies. NinetyOne’s strategic objectives. See Our strategy section on pages 12 to 13 for more information. Strategic priorities: 1, 2, 3, 4, 5 ### 2. Planning and adapting to macro events Risk profile: | Ninety One’s AUM and profitability | ɽ Ninety One has a diverse range of investment | Since inception, Ninety One has gained | | --- | --- | --- | | are exposed to volatility in global | strategies and funds with a diverse client | substantial experience in the management of | | financial markets and to other | base,spread across multiple geographies | macroeconomic and geopolitical risk, which | | adverse financial, economic, | andclienttypes. | included navigating the global financial crisis | | political and market factors that | ɽ Both product and client diversification help | of 2008 and the UK’s withdrawal from the | | affect investor sentiment and | reduce the potential impact of adverse | EU following the Brexit referendum in 2016. | | theoperating environment. | financial,economic, political and/or market | More recent headwinds impacting financial | | | factors in any one of the markets in which | markets and economic prospects included | Ninety One is subject to the risk of NinetyOne operates. the COVID-19 pandemic, the threat of rising adverse changes in the laws and interest rates and inflation, which was all regulations in the markets in which ɽ The compliance team performs continuous exacerbated by the recent outbreak of war itoperates. monitoring to identify new regulations and between Russia and Ukraine. regulatory communications. Fluctuations in exchange rates Ninety One saw growth in AUM and profit this canalso impact financials. year, which serves as evidence to the firm’s resilience and ability to respond to changing market conditions, and has maintained good engagement with its clients over the period. Ninety One Integrated Annual Report 2022 ### Business and strategic risks continued 53 Risk Risk management/mitigation Update on the risk assessment in FY 2022 Strategic priorities: 1, 2, 3, 4, ### 3. Product offerings meeting client needs and/or providing value Risk profile: Ninety One requires appropriate ɽ Ninety One has a clear product focus, offering Ninety One continually seeks ways to improve and relevant product offerings to adiverse mix of investment capabilities and product offerings to clients. A key focus succeed in the competitive industry. differentiated strategies to meet current, and this year has been the development of a Diversity and innovation protect anticipate future changes in client needs. common framework to embed sustainability Ninety One against changes in ɽ The product development and commercial across Ninety One’s products, offering clients clientdemand patterns. strategy teams focus on strategy, research, attractive solutions to support them in the innovation, and changing investor requirements. achievement of their sustainability goals. Strategic ReportGovernanceFinancial StatementsAdditional Information ɽ Client-facing professionals are in close contact As part of our disciplined product process, with clients to ensure that the firm can react to and continuous drive to offer investors any concerns and changes in their needs; and attractive solutions in differentiated also ensure that the firm’s offerings continue strategies, the year included a broader toanticipate changes in client expectations product and strategic review and saw new anddemands. offerings being launched or transitioned. Strategic priorities: 5 ### 4. Attracting and/or retaining talent Risk profile: Ninety One is a people business. ɽ We offer competitive remuneration and There has not been an increase in Being able to retain and attract retention packages to support the retention unexpected departures and overall attrition the best talent is key to Ninety ofemployees. levels have remained stable. One’s ability to continue to provide ɽ Selective recruitment through our graduate The human capital team undertook culture competitive product offerings and andexperienced hire programmes. workshops to re-articulate our culture and to service our clients and prospects ɽ Holistic talent development approach for assist staff with navigating a post-pandemic in a unique and differentiated way. leaders and managers which enhances working environment. depthand strength of employees. Strategic priorities: 1, 2, 3, 4, ### 5. ESG and sustainability Risk profile: Failure to address and embed ɽ The investment risk team monitors and A defined sustainability framework allowed ESG-related risks, including challenges the investment process in respect for close monitoring of ESG-related risks with sustainability, in our products and ofESG factors, and monitors firm and portfolio oversight from the Sustainability Committee business model could adversely level sustainability risks. This is reported to who provide relevant updates to executive impact profitability, reputation theSustainability Committee, which has management and the DLC Sustainability, andlong-term growth plans. oversight of ESG risks, including resultant Social and Ethics Committee. climate-related risks. We continue to address and embed ɽ ESG integration and potential risks in specific sustainability within our business and operating strategies are monitored and discussed as model. The development of an internal ESG partof the investment process. database will provide investment teams with a better understanding of the impact of potential ESG-related risks on the portfolios they manage. Risk Management|Principal Risks ### Investment risks 54 Investment risks are where we do not achieve clients’ investment objectives, or where portfolios are exposed to inappropriate levels of risk in pursuit of achieving their objectives. Investment risks can manifest through portfolio positioning, portfolio construction, stock selection or inappropriate benchmarking. Risk Risk management/mitigation Update on the risk assessment in FY 2022 Strategic priorities: 1, 2, 3, 4, ### 6. Meeting client investment objectives Risk profile: | Poor investment performance | ɽ Ninety One has clearly defined investment | ɽ We saw a good aggregate performance | | --- | --- | --- | | relative to clients’ stated | processes, designed to meet targets within | compared to benchmarks, across all | | benchmarks or outcomes could | stated risk parameters, and deliver on the | reporting periods against a background | | mean Ninety One fails to meet | investment mandate of each product/strategy. | of recovering markets post the pandemic. | | clients’ investment objectives. | This is subject to ongoing review and challenge | ɽ The majority of investment strategies | | | through our established risk management | performed broadly as expected given | | | processes and governance structure. | the market conditions. | | | ɽ An independent investment risk and | ɽ The fourth quarter of FY 2022 has proved | | | performance team monitors and oversees | more challenging, impacting some of | | | portfolio performance and the risk profiles | theoutperformance in the short term. | | | ofallNinety One portfolios. | Thelonger-term performance and track | record for the majority of the strategies remain satisfactory. Strategic priorities: 1, 2, 3, 4, ### 7. Effectively managing risk in clients’ portfolios Risk profile: | Risk limits | ɽ An independent investment risk team | Volatility largely normalised during 2021 | | --- | --- | --- | | Poor management of investment | monitorsvarious risk measures to ensure | as markets recovered from the pandemic. | | risks within portfolios or funds | portfolio risk is appropriate and that risk | However, it increased again during the fourth | | may lead to poor client outcomes | budgetsare effectively used. This is subject | quarter of FY 2022 due to tensions between | | through excessive, or insufficient | toongoing review and challenge through | Russia and Ukraine, but was still well below | | risk-taking. | ourestablished risk management processes | COVID-19 crisis levels. | and governance structure. Overall portfolio risks have remained within acceptable parameters. Liquidity ɽ The investment risk team measures liquidity for Market liquidity across asset classes has Poor liquidity management could all portfolios, to ensure liquidity obligations can largely normalised following the disruption result in clients being unable to be met. Given the redemption commitments caused during the initial stages of the pandemic. withdraw assets when needed at ofpooled vehicles, particular focus is given Ninety One portfolios continued to prevailing market prices, and this tothese portfolios. implement their investment strategies and could impact the value of clients’ ɽ A Liquidity Management Committee actively service subscriptions and redemptions investments or the performance monitors and assesses the liquidity risks without disruption throughout this period. oftheir portfolio. andpotential mitigants for our products We are monitoring liquidity closely given onanongoing basis. theevents of the fourth quarter of FY 2022. ### Operational risks Operational risks result from the poor design and/or execution of controls. It can result in a poor client experience through sub- standard servicing (including errors or omissions) or disruption to the provision of services. Operational risks can also result from external threats, such as attacks on technology defences or failings at key third parties. Operational risks can inconvenience clients anddamageNinetyOne’s reputation. Operational risks can also expose clients and Ninety One to financial losses. Strategic priorities: 1, 2, 3 ### 8. Designing and/or operating an effective control environment Risk profile: | Internal control environment | ɽ Key business processes, risks and controls | Ninety One’s control environment | | --- | --- | --- | | A breakdown in Ninety One’s | areregularly reviewed and assessed through | operatedeffectively throughout the period. | | controls could result in a poor | the RCSA process. | Key controls and management oversight | | client experience or have a material | ɽ The control environment is under continuous | remained unaffected by intermittent remote | | financial impact on Ninety One. | review by the internal audit team. Findings | working through the continuation of the | | | arediscussed with management and | COVID-19 pandemic, and productivity | | | theimplementation of recommendations | remained at normal levels. | | | ismonitored. | We continue to enhance our RCSA process | and oversight of our control environment. Ninety One Integrated Annual Report 2022 ### Operational risks continued 55 Risk Risk management/mitigation Update on the risk assessment in FY 2022 Strategic priorities: 1, 2, 3 ### 8. Designing and/or operating an effective control environment continued Risk profile: | Key outsourcing partners | ɽ Dedicated outsourced service provider oversight | Ninety One’s significant outsourcing | | --- | --- | --- | | Ninety One utilises an outsourcing | teams to ensure comprehensive due diligence | providers operated with minimal disruption | | model to support core areas of its | prior to appointment, and ongoing oversight | despite challenges resulting from the | | operations. Poor service levels or | monitoring of service delivery through our | COVID-19 pandemic. This reflects the | | controls could weaken Ninety One’s | established processes and governance structure. | resilience of providers selected, which is a | | own internal control environment | ɽ Ninety One has formal guidelines (including | key attribute of our due diligence process. | Strategic ReportGovernanceFinancial StatementsAdditional Information resulting in errors or poor client ongoing due diligence and KPI monitoring) Ninety One has continued to work closely experience. formanaging and overseeing all outsourcing with outsourced service providers to ensure relationships, such that scrutiny is commensurate continuous high standards of service. with the level of risk to our business. Technology and/or ɽ Ninety One has a well-defined IT strategy, Ninety One’s cyber defences have remained underpinned by established governance robust and were unaffected by any of the cyberdefences andmonitoring processes. high-profile attacks reported in the media Ninety One is dependent on the ɽ The implementation of and adherence to IT during the year. proper and continued functioning of its IT systems and may be vulnerable security policies and risk assessments, which Cyber-security remains a high priority for to attacks on, or breaches of, its are aligned with industry best practice. Ninety One, and we recognised the need security systems. ɽ A dedicated Information Security, Cyber and IT to continually invest in our cyber-security Risk function is responsible for the operation of technologies to ensure that our resilience our information and cyber-security governance, topotential cyber-attacks remains robust. risk management framework and is supported We continued to invest in employee training by global specialist security providers. and undertook cyber-awareness initiatives for staff, to ensure that we remain resilient against potential cyber-attacks. Strategic priorities: 1, 2, 3, 4, 5 ### 9. Meeting regulatory and/or contractual obligations Risk profile: Ninety One could fail to meet ɽ Global legal and compliance teams with local A core focus for the period was to ensure its regulatory obligations or the representation in key operating jurisdictions. compliance with various (changing) regulations, contractual obligations of its Teams work closely with colleagues, management including those relating to climate change clients, including adherence to and global regulators (where required) to ensure and sustainable finance, prudential rules for clients’ investment management that regulatory and contractual obligations are investment firms, operational resilience and agreements. identified, understood and are properly controlled. thetransition away from LIBOR. This could result in poor client ɽ Training of relevant business areas remain Ninety One continues to monitor regulatory outcomes or regulatory censure. keyinensuring that Ninety One adheres to divergence between the UK and the EU theseobligations. post-Brexit. Strategic priorities: 1, 2, 3, 4, 5 ### 10. Operational resilience and continuity planning Risk profile: | Internal or external events may | ɽ As part of the Operational Resilience programme, | Ninety One’s operations continued to operate | | --- | --- | --- | | cause disruption to Ninety One’s | Ninety One undertakes scenario testing to assess | effectively through the continuation of the | | operations or render its systems | its ability to remain within its impact tolerances for | COVID-19 pandemic. | | or offices inaccessible. This could | a range of severe but plausible disruption events. | | Through the Operational Resilience result in Ninety One being unable to ɽ A robust capital adequacy process, including programme, important business services meet client or regulatory obligations specific capital scenarios for business were stress-tested and areas of vulnerability or service the needs of other interruption, is in place to ensure Ninety One is identified. Outputs were analysed to stakeholders. sufficiently capitalised should it need to draw on it. inform management actions and enhance ɽ Business continuity and disaster recovery plans resiliencecapabilities. are tested periodically to ensure Ninety One canoperate during, respond to, and recover from any unforeseen events. The Strategic Report was approved by the Board on 13 June 2022 and signed on its behalf by: Hendrik du Toit Kim McFarland Chief Executive Officer Finance Director ## Governance 56 Investing for a world of change Leopards require space to roam, but are restricted by the borders of nature reserves. The creation of wildlife corridors between otherwise separated populations in South Africa not only provides larger habitats to this threatened species, but also prevents inbreeding. 57 Strategic ReportGover nanceFinancial StatementsAdditional Information Corporate Governance Report ## Chairman’s Introduction ## Effective corporate governance 58 ## is an integral part of our efforts to ## build a better firm and contribute ## to a better world, in line with our ## corporate purpose. ### Dear shareholders The Board has established five common committees under the DLC structure: DLC Audit and Risk Committee, DLC I am pleased to introduce our Governance Report for the Human Capital and Remuneration Committee, DLC financial year 2022. Effective corporate governance is Nominations and Directors’ Affairs Committee, DLC an integral part of our efforts to build a better firm and Sustainability, Social and Ethics Committee and a DLC contribute to a better world, in line with our corporate Disclosure Committee. Where the Board delegates purpose. This report sets out how the boards of Ninety One specific powers for some matters to committees, the plc and Ninety One Limited (together the “Board”) and our outputs from each committee meeting are reported to the committees operated and discharged their duties during Board, ensuring the necessary oversight. The Board and all the year. It also details the governance framework for committees have access to independent expert advice Ninety One plc and its subsidiaries and Ninety One Limited and the services of the company secretaries of Ninety One and its subsidiaries (together “Ninety One” or the “Group”), plc and Ninety One Limited (together the “Company and how we have applied the provisions of the UK Secretary”). You can find the current terms of reference, Corporate Governance Code (the “UK Code”) and the which are reviewed annually, on Ninety One’s website at South African King IV Code on Corporate Governance www.ninetyone.com. (“King IV”). The Board delegates daily management responsibility ### Governance structure for Ninety One to the Chief Executive Officer. My role as Ninety One operates as a dual-listed company (“DLC”) Chairman and the role of the Chief Executive Officer are under a DLC structure with a governance framework separate, clearly defined in writing and have been agreed derived from and aligned to the requirements of the UK by the Board. The Chief Executive Officer is supported by Code and King IV. The DLC structure comprises Ninety One executive management in managing and developing the plc and Ninety One Limited. Ninety One plc is a public business and delivering on the Board’s approved strategy. company incorporated in the UK, with a primary listing on The Chief Executive Officer has also established a number the LSE and a secondary listing on the JSE. Ninety One of management committees to assist with managing the Limited is a public company incorporated in South Africa Group’s business. Further details are set out in the Strategic and listed on the JSE. The Board of Directors of Ninety One Report on page 49. plc and Ninety One Limited are identical in terms of their The nature of the DLC structure, the identical composition composition and Board meetings are held jointly. The Board of the boards and the single committee structure enables is responsible for the management, direction and the effective management of the dual-listed companies performance of the Group. as a single unified economic enterprise with due consideration being given to the interests of the ordinary shareholders of both Ninety One plc and Ninety One Limited. Ninety One Integrated Annual Report 2022 ## The Board The Board currently comprises a Non-Executive Chairman, Chief Executive Officer, Finance Director, four independent Non-Executive Directors and one Non-Executive Director who is not considered independent. In accordance with the UK Code and King IV, Colin Keogh is the appointed Lead /Senior Independent Director. During the year, Fan/ Titi, Investec's representative on the Board, retired from the Board at the AGM on 4 August 2021. On behalf of the Board, I would like to thank him for his contribution and commitment to the success of Ninety One. In his place, we welcomed Khumo Shuenyane to the Board as Investec's new representative, effective 1 August 2021. Biographical details of all Directors can be found on pages 60 to 61. The UK Code recommends that at least half the board of directors of a UK-listed company, excluding the Chairman, should comprise Non-Executive Directors determined by the Board to be independent. Being independent in character and judgement and being free from any relationships or circumstances that conflict with their responsibilities, the Board regards the Chairman and all of the Non-Executive Directors, other than Khumo Shuenyane, as "independent Non-Executive Directors" within the meaning of the UK Code. The Directors believe that diversity, and the right combination of skills, knowledge and experience, are vital elements for an effective board, and these were monitored, reviewed, and discussed throughout the year. The commitment to diversity and inclusion is not just for the Board but is a key objective for the rest of the business to ensure that the Group benefits from the breadth of perspective that diversity brings. Information on Board appointments, induction, training and the DLC Board/Diversity Policy can be found in the DLC Nominations and Directors' Affairs Committee report on pages 67 to 69. The expectation of the Non-Executive Directors' time commitment is set out in their letters of appointment. Copies of these letters and the Executive Directors' service contracts are available for inspection at the Group's registered office during normal business hours. Directors' attendance at meetings during the year is set out in the table on page 63. Information on Ninety One's approach to recruitment, development and retention more generally can be found on pages 18 to 22. All Directors have access to the advice and services of the Company Secretary. The Board also obtains advice from professional advisors if required. The Company Secretary is the secretary for the Board and its committees, supporting the Chairman in the design and delivery of the Non-Executive Director induction programme, advising the Board on corporate governance matters and on applicable rules and relevant regulatory matters. The removal and ## Compliance with the UK Code and King IV For the year ended 31 March 2022, the Board applied the principles and applicable requirements of the UK Code and King IV save as described below: In relation to principles 8 and 10, King IV recommends that the nomination committee's members are all non-executive directors, with the majority being independent, and that the chief executive officer shall not sit on the nomination committee, however, Hendrik du Toit was a member of Ninety One's Nominations and Directors' Affairs Committee until he stepped down in favour of Busisiwe Mabuza on 18 May 2021. The UK Code is published by the Financial Reporting Council and can be found on its website www.frc.org.uk. King IV is issued by the Institute of Directors in South Africa www.iodas.co.za. appointment of the Company Secretary is a matter reserved for the Board's approval and the Board confirms the competence, qualification, and experience of the Company Secretary annually. The rules providing for the appointment, election, re-election and removal of Directors are contained in Ninety One's Articles of Association and Memorandum of Association (together the "Articles") which may only be amended by special resolution of the shareholders. In line with the UK Code and the Articles, all Directors will offer themselves for re-election at the AGM. The Board and its committees undertake an annual evaluation of their performance which is externally facilitated every two years. Details of the process followed for the 2021 evaluation, together with an update on findings from the 2020 evaluation and a summary of the 2021 evaluation conclusions can be found on page 66. The Board believes that its performance continues to be effective, and that re-election is consistent with the evaluation. The Board's explanations as to why each Director should be re-elected can be found in the notice of meeting for the AGM. **Gareth Penny** Chairman 59 Strategic Report Governance Financial Statements Additional Information ![img-7.jpeg](img-7.jpeg) Corporate Governance Report ## Board of Directors ### Gareth Penny Hendrik du Toit 60 Independent Non-Executive Chief Executive Officer Director and Chairman Appointed: 2019 Appointed: 2019 Appointed as an Independent Non-Executive Director and Chairman Appointed to the Board in October 2019. Hendrik is the Founder and on 19 November 2019. Chief Executive Officer of Ninety One. Skills and experience: Gareth was previously Chairman of Norilsk Skills and experience: Hendrik entered the asset management Nickel, Russia’s largest diversified mining and metals company, and of industry in 1988 and joined Investec Group in 1991, founding Investec the Edcon Group, a private fashion retailer in southern Africa. He also Asset Management, which rebranded to Ninety One in 2020. He also served as a Non-Executive Director and Remuneration Committee served as Joint Chief Executive Officer of Investec Group from Chairman of the Julius Baer Group and on the Senior Advisory Board 1 October 2018 until the demerger and listing of Ninety One from of TowerBrook, a leading private equity firm. Investec Group on 16 March 2020. For 22 years, Gareth was with De Beers and Anglo American, the External appointments: Hendrik is a Non-Executive Director last five of which he was group Chief Executive Officer of De Beers. of Naspers Limited and its European subsidiary, Prosus. Gareth has had considerable experience in chairing both public and private boards and significant exposure to developing markets, wealth management, private equity and the financial sector. | Kim McFarland | Colin Keogh | | --- | --- | | Finance Director | Lead/Senior Independent Director | | Appointed: 2019 | Appointed: 2019 | Appointed to the Board in October 2019. Kim is Finance Director at Appointed as an Independent Non-Executive Director and DLC Human Ninety One. Capital and Remuneration Committee Chair on 19 November 2019. Skills and experience: Kim joined Investec Asset Management in Skills and experience: Colin has spent his career in financial 1993 as its Chief Financial Officer and Chief Operating Officer. She services, principally at Close Brothers Group plc, where he worked served as an Executive Director of Investec plc and Investec Limited for 24 years and was Chief Executive Officer from 2002 until 2009. from October 2018 until the demerger and listing of Ninety One in Previously, he was a Non-Executive Director of M&G Group Limited March 2020. and Virgin Money Holdings (UK) plc. Prior to joining Investec, Kim qualified as a Chartered Accountant External appointments: Colin is Senior Independent Director and at PricewaterhouseCoopers and was the Finance and Operations chairs the Remuneration Committee of Hiscox Limited. He is also Manager at two South African life insurance companies. Chairman of Hiscox Insurance Company, a subsidiary of Hiscox, and Chairman of Premium Credit Limited, a specialist financial services business. | Paula Watts | Ninety One Africa Proprietary Limited | | --- | --- | | Ninety One plc Company Secretary | Ninety One Limited Company Secretary | | Appointed: 2020 | Appointed: 2020 | Appointed as Company Secretary of Ninety One plc on Appointed as Company Secretary of Ninety One Limited on 29January2020. 24February 2020. Paula joined Ninety One in June 2019 and is a seasoned Company Secretary with over 25 years of experience working mainly in public limited companies. She has spent the last 15 years working in the financial services sector in both senior permanent and interim Company Secretary roles. Her most recent publicly listed company role was as Interim Company Secretary for Hargreaves Lansdown plc. Paula is a Fellow of the Chartered Governance Institute. Ninety One Integrated Annual Report 2022 Committee key Committee Chair DLC Human Capital and Remuneration DLC Audit and Risk DLC Nominations and Directors’ Affairs DLC Disclosure DLC Sustainability, Social and Ethics ### Busisiwe Mabuza Idoya Basterrechea Independent Non-Executive Director 61 ### Aranda Appointed: 2019 Independent Non-Executive Director Appointed: 2019 Appointed as an Independent Non-Executive Director and DLC Appointed as an independent Non-Executive Director on Sustainability, Social and Ethics Committee Chair on 19 November 2019. 19 November 2019. Skills and experience: Busisiwe has held several Non-Executive Skills and experience: Prior to joining the Board of Ninety One, Idoya Directorships, including appointments as Chair of the board of was a founding member, Chief Investment Officer and Deputy General Airports Company South Africa Limited and the Central Energy Fund Director of Norbolsa SVB (the investment arm of the Basque Savings Proprietary Limited. She was also previously a Partner at Ethos Private Banks) from 1989 to 2013, and Senior Partner at Fidentiis SGIIC S.A. Strategic ReportGover nanceFinancial StatementsAdditional Information Equity Proprietary Limited. from 2014 to 2020. Idoya has been a member of the Bizkaia Bar Association since 1984. External appointments: Busisiwe is Chair of the Board of Industrial Development Corporation of South Africa, which was established to External appointments: Idoya is a Senior Adviser at Bestinver S.A., promote sustainable economic growth and industrial development in an independent asset management company that merged with the South Africa and is the largest development finance institution in Fidentiis group in 2020, headquartered in Madrid, Spain and owned by Sub-Saharan Africa. She is also lead Independent Director of Tsogo Acciona S.A. She is also a Non-Executive Director of the Bilbao Stock Sun Gaming Limited, a South African gaming and entertainment group Exchange, Bolsas y Mercados Espanoles (BME), a SIX company. listed on the JSE. | Victoria Cochrane | Khumo Shuenyane | | --- | --- | | Independent Non-Executive Director | Non-Executive Director | | Appointed: 2019 | Appointed: 2021 | Appointed as an Independent Non-Executive Director and DLC Audit Appointed as a Non-Executive Director on 1 August 2021. and Risk Committee Chair on 19 November 2019. Skills and experience: Khumo is an Independent Non-Executive Skills and experience: Victoria previously served as a Non-Executive Director of several listed and unlisted companies and currently Director at Gloucester Insurance Limited and Perpetual Income & serves on the boards of a number of companies within the Investec Growth Investment Trust plc, and was a Senior Adviser to Bowater Group, and as Chairman of Investec Bank Limited. Industries Limited. From 2014, Khumo worked for six years in various capacities at Delta Victoria started her career as a solicitor and spent 10 years in private Partners, a global advisory firm headquartered in Dubai, focussing on practice. She joined Ernst & Young as their first UK General Counsel in the telecoms, media and technology sectors. Between 2007 and 2013 1991. She was a partner for 20 years and for the last five, she was a Khumo served as Group Chief Mergers & Acquisitions Officer for MTN global executive board member and global managing partner for risk. Group Limited and a member of its Group Executive Committee. Khumo previously worked for Investec Bank for nine years, serving External appointments: Victoria currently serves as Senior as head of Principal Investments for three years and a member of Independent Director at Integrafin Holdings plc, Non-Executive Investec’s corporate finance team before that. Prior to joining Investec Director and Chair of the Audit Committee at Euroclear Bank SA/NV in 1998, Khumo worked for Arthur Andersen in Birmingham, UK and in and Senior Independent Director at the HM Courts & Tribunals Johannesburg for six years from 1992. He qualified as a member of the Service. Institute of Chartered Accountants in England and Wales in 1995. External appointments: Khumo serves as an Independent Non- Executive Director of Investec Limited, Investec Plc, Investec Bank Limited, Investec Property Fund Limited and Vodacom Group Limited. Corporate Governance Report ## Governance framework and division of responsibilities 62 ### Governance framework Ninety One plc Ninety One Limited Single unified economic enterprise DLC Board of Directors Chairman Chief Executive Officer Lead/Senior Independent Director ɼ Chairs the Board and DLC ɼ Chairs the DLC Disclosure ɼ Chairs the DLC Human Capital and Nominations and Directors’ Affairs Committee and member of the DLC Remuneration Committee and a Committee and member of the DLC Sustainability, Social and Ethics member of the DLC Audit and Risk Disclosure Committee and DLC Committee; Committee; Sustainability, Social and Ethics ɼ leads the Executive Directors and ɼ chairs the DLC Nominations and Committee; executive management in the Directors’ Affairs Committee when ɼ leads the Board, ensuring its day-to-day running of Ninety One considering the succession of the effectiveness on all aspects of its in accordance with the Board’s Chairman of the Board; role in directing the Group; approved strategy; ɼ develops effective working ɼ ensures that the Directors receive ɼ reviews the strategic direction relationships with both Executive accurate, timely and clear and operational performance and Non-Executive Directors while information; of Ninety One; having an awareness of any issues ɼ ensures that appropriate systems of or concerns individual Directors ɼ ensures effective communication risk management and internal control may have; and with shareholders; mechanisms are in place and ɼ leads the annual performance ɼ acts on the results of the Board’s operating effectively; and evaluation of the Chairman, performance evaluation by ɼ is supported by executive considering the views of both recognising the strengths and management in managing and Executive and Non-Executive addressing the weaknesses of the developing the business and Directors and provides appropriate Board and, where appropriate, delivering on the Board approved feedback to the Chairman. proposing new members be appointed to the Board or seeking strategy. Non-Executive Directors the resignation of directors; and ɼ Advise and challenge management; Finance Director ɼ facilitates the effective contribution ɼ Responsible for all aspects of and of Non-Executive Directors and financial and capital reporting ɼ monitor management’s success in ensures constructive relations and governance; delivering the agreed strategy within between Executive and the risk appetite and control ɼ supports and advises the Chairman Non-Executive Directors. framework set by the Board. and the Chief Executive Officer in the execution of strategy; and ɼ ensures the Non-Executive Directors have regular and timely access to executive management and relevant documentation. Board Committees DLC Audit and Risk DLC Human Capital DLC Nominations DLC Sustainability, DLC Disclosure Committee and Remuneration and Directors’ Affairs Social and Ethics Committee Oversees financial Committee Committee Committee Responsible for reporting, corporate Determines and Oversees appointments Oversees sustainability, overseeing the prompt governance, internal develops policies and succession social and ethical disclosure of inside controls and risk for remuneration of planning for Board commitments, targets information. management. the Chairman, the and senior executive and performance. Executive Directors and positions. senior executives. See page 70 for the See page 78 for the See page 67 for the See page 75 for the committee report committee report committee report committee report Ninety One Integrated Annual Report 2022 ### Meetings and attendance 63 The Board is scheduled to meet at least quarterly, or as required, and provides direction, oversight, review, and challenge of Ninety One’s business. The Chairman meets with the independent Non-Executive Directors on a regular basis, without the Executive Directors present. Each scheduled meeting is normally held over two days, with Board committee meetings taking place on the first day. All meetings are structured to allow open discussion. Comprehensive agendas and packs are circulated beforehand so that Directors have the opportunity to consider the issues to be discussed, and detailed minutes and any actions are documented. DLC Human DLC DLC DLC Audit Capital and Nominations and Sustainability, Ninety One Ninety One and Risk Remuneration Directors’ Affairs Social and Ethics Director plc Limited Committee Committee Committee Committee Strategic ReportGover nanceFinancial StatementsAdditional Information Gareth Penny 6/6 6/6 3/3 4/4 Hendrik du Toit* 6/6 6/6 1/1 4/4 Kim McFarland 6/6 6/6 Colin Keogh 6/6 6/6 5/5 5/5 Idoya Basterrechea Aranda 6/6 6/6 5/5 5/5 3/3 Victoria Cochrane 6/6 6/6 5/5 Busisiwe Mabuza* 6/6 6/6 5/5 3/3 4/4 Khumo Shuenyane** 4/4 4/4 Fani Titi** 2/2 2/2 Key: attended/eligible to attend * Hendrik du Toit was a member of the Nominations and Directors’ Affairs Committee until 18 May 2021. He was replaced as a member of the committee by Busisiwe Mabuza. ** Khumo Shuenyane was appointed to the Board effective 1 August 2021 and Fani Titi retired from the Board at the AGM on 4 August 2021. ### Group subsidiary governance ## Effective leadership Ninety One is subject to regulation by various regulatory bodies in the jurisdictions in which it operates. The nature The Board’s primary role is to provide leadership to the and extent of applicable regulation varies between Group, to set Ninety One’s long-term strategic objectives jurisdictions, but typically requires Group companies to as well as its purpose and values, and to develop robust carry out specified activities to obtain and maintain corporate governance and risk management practices. authorisation from one or more regulators to continue In February each year, management presents the proposed those activities and, consequently, to comply with various strategic plan to the Board. This forms part of an annual prudential and conduct of business rules, among other strategic off-site and allows the Board to critically requirements. Regulators also require the persons who assess the proposed strategy with management before control authorised firms to obtain and maintain approval considering its approval. The budget discussions also take to act as a controller. The Group’s Executive Directors place in February each year to ensure that Ninety One has and members of executive and senior management serve the right resources to deliver the agreed strategy. as Directors on the boards of Group companies and are The Board has ultimate responsibility for ensuring that duly authorised to do so by the appropriate regulator. the Group is managed effectively and in the best interests of Ninety One’s clients, people, shareholders, and other stakeholders. The Board believes that it has the blend of skills, experience, independence and knowledge appropriate to its needs. Further information on culture and stakeholder engagement can be found in the Strategic Report on pages 16 to 25. The Board operates within a formal framework set out in the Board Charter which includes a schedule of matters reserved. The Board Charter can be found on our website www.ninetyone.com. Corporate Governance Report ### Board activities 64 The following are key items considered by the Board during the year and how these relate to Ninety One stakeholders: Key activities Key outcomes Key stakeholders ɼ Approved Group strategy to promote long-term sustainable ɼ Clients ### Strategy and business success; ɼ Our people ### development ɼ approved sustainability strategy; ɼ Shareholders ɼ Performance ɼ discussed environmental, social, and governance (“ESG”) investing ɼ Society ɼ Strategic and corporate and initiatives; and development initiatives ɼ oversight of Ninety One’s Task Force on Climate-related Financial ɼ Sustainability Disclosures (“TCFD”) reporting. ɼ Oversight of business performance against targets, budget ɼ Clients ### Operational and and strategy; ɼ Our people ### financial performance ɼ approved annual budget; ɼ Shareholders ɼ Business updates ɼ approved Integrated Annual Report and interim financial ɼ Operational performance statements; ɼ Budgeting and annual ɼ reviewed and confirmed the Dividend Policy and recommended reporting and approved final and interim dividends; and ɼ Tax ɼ reviewed and approved the Group Tax Strategy and Policy. ɼ Approved the appointment of an external Board evaluation ɼ Clients ### Governance and facilitator for the Board’s annual effectiveness review; ɼ Our people ### stakeholders ɼ reviewed the outcome, approved the actions, and confirmed the ɼ Shareholders ɼ Board and committee Board’s effectiveness; ɼ Society effectiveness ɼ oversight of engagement with stakeholders, including our clients, ɼ Stakeholder engagement people, shareholders and society; and ɼ Corporate policies ɼ considered recommendations from each Board committee and reviewed and approved the refreshed corporate policies. ɼ Oversight of key risks, Risk Appetite Policy and governance ɼ Clients ### Risk management framework; ɼ Our people ɼ Risk framework ɼ oversight of IT strategy; ɼ Shareholders ɼ Cyber and information ɼ oversight of anti-bribery and corruption controls and policy; ɼ Society security risks ɼ assessed effectiveness of risk management and internal controls; ɼ Fraud and financial crime risks and ɼ approved liquidity risk management framework and wind-down plan. ɼ Assessed and monitored the Group’s culture; ɼ Clients ### People and culture ɼ discussed employee engagement; ɼ Our people ɼ Employee engagement ɼ oversight of employee health and wellbeing; and ɼ Shareholders ɼ Diversity and inclusion ɼ reviewed and approved Board Diversity Policy and Group ɼ Society ɼ Workforce remuneration diversity principles. ɼ Oversight of regulatory engagement and the meeting of regulatory ɼ Clients ### Regulatory requirements; ɼ Our people ɼ Listing rules and requirements ɼ approved the Modern Slavery Policy and Statement; ɼ Shareholders and Market Abuse Regulation ɼ approved the ICARA; and ɼ Society ɼ Capital adequacy ɼ reviewed Directors’ duties and responsibilities in particular those ɼ Directors’ duties and attributed to section 172(1) of the UK Companies Act 2006. responsibilities Ninety One Integrated Annual Report 2022 ### Priorities for the financial year 2023 65 ### Performance Health and welfare of our people Monitoring the performance of the Group and its Ninety One firmly supports the health and welfare of progress against the agreed strategic objectives is an its people, no more so than in these uncertain times. essential part of the Board’s responsibilities and will Workforce engagement at all levels has been of remain a priority, particularly with regard to sustainability, paramount importance to the Board throughout in the coming year. the COVID-19 pandemic. As we transition out of the pandemic, Ninety One believes that the office remains the organisational centre of gravity. We continue to ### Sustainability believe that being together enhances decision making, Strategic ReportGover nanceFinancial StatementsAdditional Information Sustainability and climate change have become the problem solving, collaboration, cohesion, inclusion and central topics of our times and Ninety One believes that talent development. A safe working environment in all no one should be left behind in the transition to a net our offices helps promote welfare and mental wellbeing, zero carbon world. Ninety One is a signatory to the Net and our culture and strongly felt sense of community Zero Asset Managers Initiative, working with investor are key to our ongoing success as a firm. networks, companies, and our clients to support the goal of net zero emissions by 2050 or sooner. ### Development and succession Sustainability and ESG factors have been integrated throughout our investment platform for some time and The Board and its committees are fully aware of their we continue to work on our ability to appraise the risks ongoing responsibility to ensure that robust succession relating to climate change and sustainability in general, plans are in place both at Board and executive and the opportunities offered by the transition to a management levels. Given the relatively short tenure low-carbon global economy. Further detail on our of the Board, the focus over the coming year will be on approach can be found in the Strategic Report on executive succession and continued Board development. pages 26 to 40. Our Sustainability and Stewardship Report 2022 and TCFD Report can be found on our ### Executive remuneration website, www.ninetyone.com. The remuneration committee will continue to consider relevant developments regarding executive remuneration and regulatory requirements within the industry. This is to ensure that the executive incentivisation arrangements remain competitive and are aligned with shareholder interests. Corporate Governance Report 66 ## Board evaluation In line with the provisions of the UK Code, an annual evaluation of the Board, Board committees and Directors is undertaken every year. An external evaluation, in accordance with King IV, is carried out by an external evaluator every second year. The Board evaluation for the financial year 2021 was facilitated internally by the Company Secretary. A number of themes emerged, and the Board confirmed through its Board evaluation for the financial year 2022 that good progress had been made on all actions. The business has made considerable progress in relation to ESG and climate change over the year, one of the areas highlighted in last year's review, with the appointment of Nazmeera Moola as Chief Sustainability Officer demonstrating Ninety One's commitment. Given the Board's relatively short tenure, the previous year's review also highlighted areas where enhancements to Board processes and practices could help embed the new Board. These have been implemented and are working effectively. The implementation of any outstanding action items continues to be monitored by the DLC Nominations and Directors' Affairs Committee and forms part of the Board's continued development. The financial year 2022 Board evaluation was facilitated externally by an independent board evaluator. Corpstat, a specialist company secretarial and corporate governance advisory firm. Corpstat circulated questionnaires to all Board and committee members. This was followed up by individual interviews and discussions on key matters such as Board governance and operation. Corpstat then prepared Board and committee evaluation reports which were presented to the Board and its committees at their meetings in February 2022 where the results were considered and discussed. The overall conclusion was that the Board and its committees were functioning well with the right composition, skills, knowledge and leadership at this time, noting that the Board had only been in place since 2020. Several areas of development were agreed upon and these will be monitored during the year including ongoing updates on business performance, executive succession, and the inclusion of an annual IT review as part of the Directors' development sessions. ## Stakeholder engagement The Board recognises the importance of our stakeholders and takes its responsibilities and duty to them under section 172 of the UK Companies Act 2006 very seriously. Our Stakeholders Section on pages 16 to 17 sets out our key stakeholders, why and how we engaged with them, and how we've considered their interests in our decision-making throughout the year. Ninety One has a comprehensive investor relations programme to ensure that current and potential shareholders, as well as financial analysts, are kept informed of Ninety One's performance and have appropriate and regular access to management to understand Ninety One's business and strategy. Ninety One exercises all due care to ensure that any price-sensitive information is released at the same time to all market participants, in accordance with the requirements of the UK Market Abuse Regulations and South African Financial Markets Act 2012. Governance roadshows were conducted in February and March 2022, when Gareth Penny and Colin Keogh met major institutional shareholders. The investor relations team also seeks regular investor feedback, directly or via corporate brokers, which is then communicated to the Board. The Board receives updates on the investor relations programme through the Investor Relations Report which is presented at each Board meeting. The report includes summaries of share register composition, share price performance and information on shareholder engagement over the period. The Board regards Ninety One's AGM as an important opportunity for our shareholders to engage directly with the Board. We intend to hold the Ninety One Limited 2022 AGM electronically, and the Ninety One plc 2022 AGM will be held as a combined physical and electronic meeting. Both will allow all shareholders to participate and raise questions. ## Relationship agreement On listing of its shares on the LSE and the JSE in March 2020, Ninety One entered into a relationship agreement with Investec. The agreement gives Investec (among other matters) the right to appoint a Non-Executive Director to the Board. Currently, Khumo Shuenyane is Investec's appointee. Ninety One Integrated Annual Report 2022 ## DLC Nominations and Directors’ ## Affairs Committee Report ## The role of the committee is to ensure 67 ## that Ninety One continues to have an ## inclusive and high-performing leadership. Strategic Report ### Dear shareholders The committee will continue to focus on succession planning, particularly at below Board level, and to oversee I am pleased to present the DLC Nominations and talent management and various diversity initiatives. This Directors’ Affairs Committee report for the financial will be in addition to ensuring the effective operation and year 2022. development of the Board, the executive team and the wider workforce. The role of the committee is to ensure that Ninety One continues to have an inclusive and high-performing leadership, supported by a workforce that has the freedom to build a successful, long-term and intergenerational Gareth Penny Gover nanceFinancial StatementsAdditional Information business for all our stakeholders. Chair of the DLC Nominations and Directors’ Affairs Committee In the interests of demonstrating independence and to ensure compliance with the UK Code and King IV, the membership of the committee was updated this year. Hendrik du Toit stepped down as a member on 18 May 2021 and we welcomed Busisiwe Mabuza, who now sits alongside Idoya Basterrechea Aranda as members of the committee with me as the Chair. The key activities undertaken by the committee during the year are described on page 68. The committee has continued to support the workings of the Board and its interactions with the Executives. The committee reviewed succession plans and oversaw the Board’s first externally facilitated evaluation. Board development has also been afocus area, particularly in relation to a more in depth understanding of Ninety One’s sustainability strategy. The committee is happy to report that despite the challenges ofthe COVID-19 pandemic, members of this relatively new Board have coalesced to provide leadership, guidance and challenge to management, and remained effective. DLC Nominations and Directors’ Affairs Committee Report ### Key activities in the financial year 68 During the year, the committee addressed the following areas of responsibility: Subject May 2021 November 2021 January 2022 Board and committee composition, size and skills Independence of the Non-Executive Directors Succession planning Diversity Directors’ development Board effectiveness review Committee evaluation ### Role and responsibilities Succession planning The committee’s role is to ensure that the Board and the Succession planning remains an important area of focus Board committees have the right composition, balance of for the committee. The committee looked at Board skills, knowledge, experience and diversity to oversee the succession and acknowledged that the Board was implementation of Ninety One’s strategic objectives and to relatively new and not at a stage where its membership navigate key challenges. The committee is responsible for needed to be refreshed. The committee did, however, succession planning and the leadership needs of the agree on emergency cover should the circumstances organisation, both executive and non-executive, and to require it. The committee concluded that the Board is ensure that Ninety One can effectively compete in the currently of the right size and agreed that when the need marketplace. The committee is also responsible for arises, it will lead the search and selection process for overseeing the annual Board effectiveness review. Board appointments. The committee reports to the Board and makes During the year, the committee reviewed Ninety One’s recommendations when appropriate. During the year, talent pipeline and considered succession planning at the committee also reviewed its terms of reference which senior management level. The committee agreed that can be found at www.ninetyone.com. talent management and succession planning for the roles below Board level will remain an important focus for the ### Board and committee composition committee throughout the coming year. The committee reviewed the existing structure, size ### Diversity and composition of the Board and concluded that it is appropriate and no additional new Board members are The Board maintains an equal gender balance, exceeding required at this time. the minimum recommended requirements of the Hampton- Alexander Review, as well as being diverse in terms of skills, ### Board skills, knowledge and experience regional and industry experience, cultural background and race. The committee reviewed the DLC Board Diversity The committee is responsible for ensuring that the Policy and recommended its approval to the Board. Directors individually and the Board collectively has the experience and expertise to support the delivery of Ninety One’s strategy. In doing so, the committee assessed the knowledge, skills and experience of each Director and Director gender split Ethnicity whether the Board as a whole demonstrates the breadth of experience relevant to the business of Ninety One. The committee was satisfied that both the Directors and the Board have the skills and experience to lead, guide and, when necessary, robustly challenge management. The committee considered the skills and experience of the members of the DLC Audit and Risk Committee, particularly given the growing emphasis on audit ESG assurance. The committee confirmed that the members of the DLC Audit and Risk Committee were appropriately experienced and sufficiently qualified to discharge their duties and responsibilities as delegated by the Board. Male 4 Black 2 Female 4 White 6 Ninety One Integrated Annual Report 2022 ### Ninety One’s commitment to diversity and inclusion is a Board training and development core value expressed through its commitment to ‘do the The Board holds regular training and development sessions right thing’. Details of the gender balance of those in senior 69 to ensure that Directors have a detailed understanding management and their direct reports can be found on page of the business. During the year, Directors attended four 22 of the Strategic Report. Board development sessions, including an in-person session at which the Directors received detailed insights, ### Director time commitments and and had the opportunity to probe senior executives on ### independence Ninety One’s business strategies. Directors of Ninety One are expected to attend all meetings Climate change is a priority issue for Ninety One and all the and to ensure that they have sufficient time to meet Directors attended an interactive presentation by Imperial their Board and committee obligations. Changes to key College London focusing on and highlighting key risks external appointments are set out on pages 60 to 61. The Strategic ReportGover nanceFinancial StatementsAdditional Information and scenarios posed by climate change. In addition, committee assessed and confirmed to the Board that the Ninety One’s Chief Sustainability Officer provided an Directors were fully engaged and effectively discharged update to the Board on Ninety One’s sustainability strategy, their obligations. its path to net zero and Ninety One’s approach to portfolio With the exception of Fani Titi, succeeded by Khumo company engagement. Shuenyane, a shareholder nominated Director, all of the In addition, the Directors are asked to refresh their Non-Executive Directors are considered independent. understanding of their duties and responsibilities as The committee also assesses the independence of each directors on an annual basis. Non-Executive Director before they are proposed for re-election by the shareholders at the AGM. ### Board effectiveness review ### Director re-election As detailed on page 66, the Board and each of its committees were subject to an external evaluation. Based on the range of perspectives and experience across This committee will oversee the actions stemming from the Board and senior leadership, the committee was able the review. Details of the committee’s effectiveness are to recommend that all Directors seek re-election at the set out below. 2022 AGM. ### Committee effectiveness ### Director induction The conclusion of the external committee evaluation All Directors receive a comprehensive and bespoke concluded that the committee is operating effectively and induction programme on joining. Khumo Shuenyane’s its work is highly rated by the Board. induction programme, which was designed following discussions with the Chairman and the Chief Executive The committee’s work in relation to management Officer, included: succession planning was recognised, as was the fact that there was depth in the top team led by the Chief Executive Business area Objective Officer. The committee was however asked to look at increasing Board members’ exposure and interaction Strategy and business ɼ Overview of Ninety One’s with executive management and their direct reports. development long-term strategic objectives ɼ Delivered by the Chief ɼ Performance Executive Officer and ɼ Sustainability strategy senior executives Operational and ɼ Overview of business financial performance performance against targets, ɼ Delivered by the budget and strategy Finance Director ɼ Dividend Policy Governance and ɼ Understanding of the regulatory regulatory obligations of a dual-listed ɼ Delivered by the Group company Company Secretary, Sponsors and external legal advisors Risk management ɼ Overview of key risks, Risk ɼ Delivered by the Group Appetite Policy and risk General Counsel governance framework People and culture ɼ Understanding the Group’s ɼ Delivered by the Head culture and values of Human Capital ## DLC Audit and Risk ## Committee Report ## The committee is responsible for 70 ## overseeing the integrity of Ninety One’s ## financial statements and the adequacy ## and effectiveness of its systems of internal ## control and risk management. ### Dear shareholders Committee effectiveness I am pleased to present the DLC Audit and Risk Committee Alongside the Board, the committee was also subject to an report for the financial year 2022. external evaluation which covered a number of topics as detailed on page 66. Reporting to the Board, the committee is responsible for overseeing the integrity of Ninety One’s financial The Board was advised that committee meetings were statements and the adequacy and effectiveness of its open and candid and that the Chair of the committee was systems of internal control and risk management. This highly regarded. The review also noted that there was a includes oversight of the viability statement process and good balance of constructive challenge and involvement. ensuring that the Integrated Annual Report meets the Areas of improvement were identified, such as ensuring criteria for being fair, balanced and understandable. that the committee review certain proposals before being submitted to the Board. The committee was also asked to The committee oversees the monitoring of Ninety One’s consider regular ‘deep dives’ of those business areas within principal risks, Risk Appetite Policy and capital adequacy its purview. The committee will monitor the implementation process, as well as reviewing its global IT strategy. In of the recommendations of the external evaluation. Overall, addition, the committee continued to keep under review I am pleased to report that the committee was rated highly Ninety One’s control environment as well as the impact in terms of its effectiveness. of the ongoing challenges of the COVID-19 pandemic. Throughout the year, the committee received updates The work of the committee and how it has discharged its and briefings from the external auditor and management responsibilities throughout the year is set out in this report on regulatory changes and key developments. The on page 71. The committee’s terms of reference were also committee also kept a watching brief on emerging risks, reviewed and approved by the Board and are available at such as those that may be associated with climate change. www.ninetyone.com. The committee is constituted as a statutory committee as required by the South African Companies Act 2008 and Victoria Cochrane its membership remains unchanged. All members are Chair of the DLC Audit and Risk Committee independent Non-Executive Directors and satisfy the relevant requirements of the UK Code and King IV. The Board has confirmed that the members of the committee have the necessary expertise required to provide effective challenge to management and are considered to have appropriate, recent and relevant experience to effectively discharge their duties under the committee’s terms of reference. Biographical details and experience of the members can be found on pages 60 to 61 and details of meeting attendance on page 63. Ninety One Integrated Annual Report 2022 ### Key activities in the financial year 71 During the year, the committee addressed the following areas of responsibility: Subject May 2021 June 2021 September 2021 November 2021 January 2022 Financial reporting and financial controls Significant issues and judgements Risk report, risk appetite and tolerances Internal controls and risk management framework Capital and liquidity Strategic ReportGover nanceFinancial StatementsAdditional Information External audit Internal audit Regulatory and compliance IT governance framework Tax strategy Policies ### Role and responsibilities Committee membership, regular attendees ### To assist the Board in discharging its responsibilities, and meetings the Board has delegated to the committee certain key The committee is comprised solely of independent responsibilities, as set out in the committee’s terms of Non-Executive Directors: Victoria Cochrane, the Chair of reference. The committee has an annual work plan that the committee, Idoya Basterrechea Aranda and Colin covers its principal areas of responsibility, which include Keogh. The Company Secretary acts as secretary to the the following: committee. Every member of the Board is entitled to ɽ Financial reporting – to oversee the Ninety One attend any of the committee meetings as an observer. financial reporting processes including the integrity The committee invites the Chief Executive Officer, Finance of the financial statements and any announcements Director, Head of Finance, Head of Internal Audit, external relating to financial performance. To review and auditor, senior risk and compliance representatives and confirm the effectiveness of the financial control General Counsel to attend all committee meetings. Other framework. To review significant judgements and non-members or business heads may be invited to attend estimates and the consistency and appropriateness of all or part of any meeting as appropriate or necessary. the Group’s accounting policies. To review and confirm The Chair of the committee regularly engages with the the expertise and experience of the Finance Director. Finance Director and Head of Finance. The committee ɽ Risk management and internal controls – to review the also holds regular private and separate meetings with adequacy and effectiveness of the Group’s systems the external auditor, Head of Operational Risk, Head of of internal control and risk management framework. Compliance, Head of Internal Audit and General Counsel To review and approve the principal risks, Risk Appetite in order to discuss matters in the committee’s remit and Policy, which includes the Group’s risk appetite and any issues arising from the audit. tolerances, and the monitoring of these areas. To review the policies established for the prevention The committee reports and updates the Board on its of financial crime including but not limited to, bribery, activities after every meeting. corruption, fraud and money laundering. ### ɽ Internal audit – to monitor and review the effectiveness Financial reporting and financial controls of the internal audit team and to ensure that it is During the year, the committee reviewed and discussed the adequately resourced. financial disclosures made in the interim and annual financial ɽ External audit – to oversee the appointment, statements and the Integrated Annual Report, as well as the performance, remuneration, independence and letters of representation and reports from the external effectiveness of the external auditor, as well as auditor. The committee also reviewed whether suitable the provision of non-audit services. accounting policies have been adopted and considered the significant accounting estimates and judgements applied as part of this process, as set out below. In satisfying itself as to the effectiveness and integrity of the financial controls, the committee received reports and assurance from management on the comprehensive controls that exist across the control environment. DLC Audit and Risk Committee Report The committee reviewed and confirmed that Ninety One’s The committee reviewed internal capital adequacy financial statements were compliant with the requirements assessments, (ICARA in the UK and ORSA in South 72 of the JSE’s latest proactive monitoring report. Africa). The committee received updates on and assessed the impact of the new IFPR capital requirements in the UK. The committee has also assessed the skills, background The committee was of the view that there was no material and experience of the Finance Director, and remains impact on Ninety One’s capital requirements as a result of satisfied that the Finance Director, supported by the any new regulation. finance team, has the requisite expertise and experience. Based on the committee’s review and assessment and ### Significant accounting estimates and assurances provided by management, it advised the Board that it was reasonable for the Integrated Annual Report to ### judgements be prepared on a going concern basis and that the viability The preparation of the consolidated financial statements statement and the three-year period of assessment were requires management to make judgements, estimates and appropriate. The statement appears on page 48, together assumptions that affect the application of policies and with details of the processes, assumptions and risks that reported amounts of assets, liabilities, income and underpin it. expenses. ### Tax strategy Ninety One has not identified any significant judgements and estimates at the end of the reporting period. However, Ninety One is committed to complying with its tax reporting those areas that include judgement/and or estimates and payment obligations in a timely manner and to keeping include the basis of consolidation, exceptional items, tax authorities up to date on major changes within the leases, pension schemes and fair value measurements, business. The committee reviewed and approved the which are all explained in the notes to the financial Group’s Tax Strategy and Policy, noting Ninety One’s global statements. Management does not expect changes in operations and exposures in various jurisdictions. The assumptions to lead to material adjustment in future Global Tax Strategy is publicly available on Ninety One’s periods. These areas of either estimation or judgement not website at www.ninetyone.com. considered to be significant, but which were reviewed by ### the committee in respect of the 31 March 2022 financial Fair balanced and understandable statements, are set out below. Each of these areas is The committee considered on behalf of the Board whether assessed by the committee based on reports prepared by the Integrated Annual Report, taken as a whole, is fair, the finance team. The external auditor considered each balanced, and understandable, and whether the disclosures estimate and judgement and presented its conclusions to are appropriate. In discharging this duty, the committee the committee. relied on an assurance process which includes comprehensive reviews by internal teams and senior ### Alternative performance measures (“APMs”) management to ensure consistency in the messaging APMs are presented on page 46 to give stakeholders a throughout the report. This was led by the investor relations clear understanding of Ninety One’s operating performance. team with material input from the finance, company secretarial, legal, risk and marketing teams. In forming their The committee reviewed the use and disclosure of APMs opinion, the committee received and assessed drafts of and was satisfied that these were appropriate and the Integrated Annual Report, including the financial presented clearly and concisely. statements, and discussed with management the processes in place around the preparation of the report to ensure ### Going concern and viability statement consistency of the narrative throughout the report. The Board is required to confirm that it believes Ninety One In addition, the committee considered the information has the ability to continue as a going concern for a period provided to it and the Board throughout the year and is of 12 months from the date of approval of the financial satisfied that this was consistent with the statements being statements. Ninety One is also required to provide a made in the Integrated Annual Report. statement of viability which can be found on page 48, covering a three-year period, including the assumptions Based on its review and the processes in place, the and risks that underpin it. committee recommended to the Board that the Integrated Annual Report is fair, balanced, and understandable and In providing assurance to the Board, the committee provides the necessary information for shareholders to reviewed the going concern assumptions and disclosures, understand Ninety One’s business model and strategy, including Ninety One’s current financial position, strategy, and to assess its financial position and performance. the Board’s risk appetite, increasing market uncertainties against Ninety One’s core forecasts, the Group’s financial plans, as well as its principal risks and how these are managed. Ninety One Integrated Annual Report 2022 ### Risk management and internal control The committee was satisfied with the effectiveness of Ninety One’s processes governing financial and regulatory The committee is responsible for monitoring, reviewing reporting and controls. The committee was also satisfied 73 and providing assurance to the Board with respect to the with the appropriateness and adequacy of the risk adequacy and effectiveness of risk management and management arrangements and supporting risk systems of internal control, in accordance with the UK management systems, including the risk monitoring Financial Reporting Council’s (“FRC”) Guidance on Risk processes and internal controls framework. Management, Internal Control and related Financial and Business Reporting. ### Internal audit The committee is also responsible for reporting on any The committee is responsible for monitoring and reviewing significant failings or weaknesses. Ninety One’s systems the effectiveness of the internal audit function and of internal control are designed to manage rather than ensuring that the audit plan aligns with Ninety One’s key Strategic ReportGover nanceFinancial StatementsAdditional Information eliminate the risk of failure and can only provide reasonable risks. The Head of Internal Audit reports directly to the Chair assurance against material misstatement or loss. of the committee. The committee is also responsible for ensuring that the internal audit team is appropriately In conducting its review, the committee considered reports resourced, and annually reviews and satisfies itself as to from the risk, compliance, and internal audit teams. its effectiveness and independence within the business. Throughout the year, it also received regular reports from the management risk committee and the management In determining the effectiveness and independence of the audit committee, describing business highlights, material internal audit function, the Chair of the committee has risks or events, control deficiencies and a quantitative regular meetings with the Head of Internal Audit. assessment of risks compared to risk appetite. In addition, the committee received an annual report from the risk and In addition, the committee receives regular reports on the compliance teams on risk management and the internal progress of, or changes to, the audit plan, the outcome of control environment which covered all material controls, all audits, the status of identified actions and any matters including financial, operational and compliance controls. for approval or noting by the committee. The Head of Internal Audit also attends all committee meetings. Ninety One performs a number of reviews during the year covering the adequacy of controls and compliance The committee seeks assurance from the Head of Internal with regulation. Results from these assurance activities Audit that the team is adequately resourced and that the are reported to the management risk committee, the team members have the required qualifications and management audit committee, this committee and to experience. In addition, the internal audit function has the Board, and are shared for action with the relevant access to any specialist skills which may be required operational teams. The management risk committee also (through co-sourced industry partners) to ensure monitors the timely implementation of recommendations independent oversight of Ninety One’s controls and on behalf of the committee. processes. In addition to the assurance provided by the risk, The committee also seeks feedback, in the form of a compliance and internal audit teams, the committee also: questionnaire, from members of the committee and senior executives to inform its review of the effectiveness of ɽ considered reports on a range of factors to determine internal audit. the key risks and uncertainties faced by Ninety One including assessments of Ninety One’s capital position The committee annually reviews and approves the and the process for the production of Ninety One’s risk-based audit plan and the Internal Audit Charter. The internal capital adequacy assessments; and audit plan is assessed by management to changes in the ɽ reviewed and approved the appropriateness of the industry and the regulatory and operating environment. Anti-Money Laundering Policy, the Anti-Bribery and Corruption Policy, the Anti-Fraud and Whistleblowing Based on its engagement with the Head of Internal Audit, Policies, IT control risks and compliance monitoring a review of the reports received as well as a review of reporting. The committee also received an update from the annual audit plan and the Internal Audit Charter, the the DLC Sustainability, Social and Ethics Committee committee is satisfied with the performance, progress and confirming the adequacy of the Whistleblowing Policy, effectiveness of the internal audit function. reporting and processes. ### Regulation and compliance Overall, this enabled an evaluation of the effectiveness The committee is responsible for overseeing Ninety One’s of the Group’s systems of internal control and risk compliance with all its legal and regulatory obligations in management framework. A description of the framework each of its jurisdictions. The risk of being found non- and the way in which risks are identified, assessed, compliant could have a detrimental effect on customer monitored and reported, as well as the supporting systems relations, lead to reputational damage and potentially of internal control, is set out on pages 49 to 51. expose Ninety One to financial penalties and impact its ability to operate out of certain jurisdictions. DLC Audit and Risk Committee Report The committee receives regular reports from General The FRC’s review provides no assurance that the Counsel and Head of Compliance on Ninety One’s Integrated Annual Report is correct in all material aspects. 74 relations with regulators in various jurisdictions and is The FRC’s role is not to verify the information provided, but comprehensively engaged in any material regulatory to consider compliance with reporting requirements. The matters and policy initiatives. In addition, the committee committee welcomes the comments from the FRC and regularly receives updates on compliance monitoring, these have been incorporated by management where notification of material breaches, errors and complaints, appropriate to ensure increased transparency in Ninety as well as the related actions and outcomes following One’s corporate reporting. The committee also received notification. The committee also approved the compliance the outcome of the FRC’s Audit Quality Review of KPMG’s monitoring plan, including the procedures for compliance audit of Ninety One’s 2021 financial statements, undertaken with regulatory reporting requirements. The committee as part of the FRC’s annual inspection of audit firms, in is satisfied that the key compliance controls are effective which no areas of concern were identified. in managing principal risks. Jatin Patel is the lead partner for the UK and Gawie Kolbé is the lead partner for South Africa and the committee meets ### External audit with both partners in private throughout the course of The committee has primary responsibility for overseeing the year. On the basis of the information provided and the relationship with the external auditor, including challenge by the committee, both have demonstrated recommendations on appointment and reappointment, that they have the appropriate qualifications and expertise ensuring its independence and objectivity, and determining and have remained independent of the Group. the external auditor’s remuneration for the provision of both audit and non-audit services. The committee can report that it is satisfied that the external audit and the external audit process were effective. This is KPMG’s last year as external auditor to Ninety One and during the course of the year, the committee approved As reported last year, the committee completed a tender KPMG’s terms of engagement, audit fee and audit process for the appointment of a new auditor, as required plan, including materiality levels. The committee also by audit rotation legislation in the UK and South Africa. reviewed the arrangements in place to ensure KPMG’s Following the Board’s approval of the appointment, independence and objectivity. KPMG’s performance was resolutions to appoint PwC as Ninety One’s new external also assessed against a number of requirements, including auditor for the financial year 2023 will be proposed at the the ability to provide timely and accurate advice on audit forthcoming AGM. changes and the delivery of the audit within agreed timeframes. ### Non-audit fees Ninety One’s policy is to engage other firms for non-audit The committee reviewed the key audit findings, as well as services other than in exceptional circumstances. Such a recommendations for improvements to processes and decision requires the approval of the committee Chair management’s responses to those recommendations. and Finance Director. Ninety One’s position is set out in its KPMG did not identify any material control weaknesses. Non-Audit Services Policy which is reviewed and approved A full assessment of the quality and effectiveness of on an annual basis. The committee confirms that there were KPMG’s financial year 2022 audit was considered by certain services classed as non-audit that were provided by way of a questionnaire completed by key stakeholders the external auditor. However, these were not considered to in accordance with guidance on assessing audit quality undermine the independence of the auditor as they were issued by the FRC. closely linked to the statutory audit. These exceptions relate The findings from the questionnaire were presented to to those previously disclosed, including evaluation of the the committee in May 2022. The committee also received fairness of the description and the design suitability of Ninety and discussed the periodic FRC’s and South Africa’s One’s Control Activities in accordance with the ICAEW Independent Regulatory Board for Auditors’ audit quality Technical Release AAF 01/20 and the International Standard review findings, performed during the ordinary course of on Assurance Engagements “ISAE 3402” and regulatory business, and root cause analysis performed by KPMG. reporting (including the FCA’s Client Money and Asset Rules, where KPMG continue to provide these services). Fund During the year, the FRC reviewed Ninety One’s Integrated audits are separate and not considered to be part of this Annual Report for the year ended 31 March 2021 and assessment. KPMG’s fees for non-audit work during the year reported their findings directly to the Chairman. Based on amounted to £596,867. Fees for the statutory audit for the the review, the FRC had no questions or queries to raise. year were £1,052,581. The letter included a schedule of minor improvements for consideration in the preparation of the 31 March 2022 Integrated Annual Report which the FRC believed users of the accounts could benefit from increased disclosure. No response to the letter was required from Ninety One, other than acknowledgment of receipt of the letter. Ninety One Integrated Annual Report 2022 ## DLC Sustainability, Social ## and Ethics Committee Report ## This year, the committee oversaw the 75 ## transition from Sustainability 2.0 to ## Sustainability 3.0, the implementation ## of its sustainability strategy at both a ## global level and across the organisation. Strategic Report ### Dear shareholders The committee also considered Ninety One’s diversity principles, corporate responsibility, health, safety and the I am pleased to present the DLC Sustainability, Social and environment and stakeholder engagement. Ethics Committee report for the financial year 2022. Looking ahead, the committee will continue to monitor The Board has delegated to the committee responsibility the implementation of Sustainability 3.0 and in particular for oversight of sustainability, social and ethical matters the strategy and implementation of Ninety One’s net zero relating to the Group. This includes providing guidance target. The committee will also monitor Ninety One’s to management in relation to Ninety One’s sustainability strategic engagement with some of the largest emitters in framework and ensuring alignment of a firm-wide approach the Ninety One portfolio, in line with its commitment to a Gover nanceFinancial StatementsAdditional Information to the execution of Ninety One’s sustainability strategy fair transition. Internally, the committee will monitor Ninety across the three core components of the framework: One’s efforts to further reduce its carbon footprint, as well Invest, Advocate and Inhabit. The committee is also as its ongoing stakeholder engagement. The committee responsible for monitoring the TCFD framework and continues to monitor the implementation of Ninety One’s reports to the Board on Ninety One’s strategy, commitments, Employment Equity Plan. targets, and performance related to safety, the environment and other sustainability matters, including climate change. In respect of committee governance, the committee is a statutory committee under the South African Companies This year, the committee oversaw the transition from Act 2008 and its membership remains unchanged. Sustainability 2.0 – the articulation of the Ninety One Biographical details and experience of the committee approach to sustainability – to Sustainability 3.0, focused members can be found on pages 60 to 61 and details on real-world impact and deploying more capital behind of meeting attendance can be found on page 63. The our sustainability priorities. The committee recognises and committee, along with the Board, has also been subject congratulates management on its efforts at COP26 in to an externally facilitated evaluation of its effectiveness. Glasgow, seeking global support for a fair and inclusive The evaluation covered a number of topics and I am transition towards a more sustainable future. The TCFD and pleased to report that the committee was highly regarded Sustainability and Stewardship reports are available on the in terms of its effectiveness. Ninety One website and set out the Ninety One strategy and disclosures in detail. The committee also noted the The work of the committee and how it has discharged strategies put in place to assist our people in tracking and its responsibilities, as described in the South African reducing their own carbon footprint through the online Companies Act 2008 and in King IV, is set out in page 76. platform Giki Zero. The committee’s terms of reference were also reviewed and approved by the Board and are available at The committee reviewed the Broad-Based Black Economic www.ninetyone.com. Empowerment (“B-BBEE”) targets and strategy and is pleased to report that for the financial year 2022, Ninety One is rated a Level 1 Contributor under the B-BBEE Busisiwe Mabuza scorecard. This is a testament to Ninety One’s commitment Chair of the DLC Sustainability, supporting economic transformation in South Africa. The Social and Ethics Committee committee considered the work of the Employment Equity Forum and the range of corporate social investment (“CSI”) initiatives supported by Ninety One and directed at conservation, education, and community development. DLC Sustainability, Social and Ethics Committee Report ### Key activities in the financial year 76 During the year, the committee addressed the following areas of responsibility: Subject May 2021 September 2021 November 2021 January 2022 Sustainability Social and economic development The South African Employment Equity Act The South African B-BBEE Act Corporate citizenship Health, safety and environment Stakeholder relationships Labour, employment issues, workforce engagement, culture and ethics Whistleblowing ### Role and responsibilities Sustainability The committee’s role is to oversee Ninety One’s compliance During the year, the committee reviewed the Group’s with its sustainability, social and ethical commitments, sustainability strategy and objectives and monitored Ninety targets, and performance. The committee undertakes a One’s progress in implementing the strategy across the review of all those matters set out in its terms of reference business. The committee noted the appointment of and includes a review of all reports on legal, regulatory and Nazmeera Moola as the Chief Sustainability Officer which ethical compliance and transformation. In addition, the not only strengthens Ninety One’s sustainability team, but committee reviews all of Ninety One’s sustainability initiatives is in line with its commitment to put sustainability at the and the implementation of those initiatives across the core core of its business. The committee reviewed the TCFD pillars of the sustainability framework. framework and Ninety One’s progress in relation to meeting all the TCFD recommendations, as well as Ninety One’s The committee’s terms of reference inform its annual plan strategy commitments, targets and performance related and provide focus for each meeting. The resulting matrix is to safety, environment and other sustainability matters, a key tool to ensure that the committee meets its ongoing including climate change. monitoring obligations. The committee is satisfied that it has fulfilled its responsibilities for the year according to its Following Ninety One’s public support for the ‘Say on annual plan and terms of reference. Climate’ initiative, the committee reviewed Ninety One’s advisory resolution presented to shareholders to approve ### Committee membership, regular attendees Ninety One’s climate-related financial reporting for the financial year 2021 and as set out in the dedicated TCFD ### and meetings Report and Sustainability and Stewardship Report. The committee is constituted in accordance with the South African Companies Act of 2008, read with The committee also noted the ongoing collaboration Regulation 43 of the Companies Regulations, 2011 and the between Ninety One and Imperial College London in recommendations of King IV. The majority of the members relation to the upskilling of Ninety One’s investment team are independent Non-Executive Directors: Busisiwe in order to support their ability to effectively identify and Mabuza, the Chair of the committee and Gareth Penny, assess climate risks facing their portfolio companies. the Chair of the Board. Hendrik du Toit, the Chief Executive Officer, is also a member of the committee. Biographical ### Social and economic development details and experience of the committee members can be The committee reviewed Ninety One’s alignment with the found on pages 60 to 61 and details of meeting attendance goals and purpose of the principles of the United Nation’s can be found on page 63. Global Compact and was satisfied that the business is wholly committed to these principles with respect to Every member of the Board is entitled to attend as an human rights, labour, environment and anti-corruption. observer. The Finance Director, the Head of Human Capital and General Counsel are invited to attend all meetings of the committee on a regular basis. Other non-members may be invited to attend all or part of any meeting as appropriate or necessary. The committee reports and updates the Board on its Ninety One Integrated Annual Report 2022 activities after every meeting. ### The committee reviewed and approved Ninety One’s Safety, Health and Environment Modern Slavery Policy and Statement. The committee The committee reviewed Ninety One’s global health and also reviewed Ninety One’s processes for ensuring that 77 safety procedures to provide and maintain a safe working Ninety One’s supply chain is free of slavery and/or environment across all its offices. human trafficking and that its suppliers provide the same assurances. The committee noted the evaluation and The committee reviewed the Whistleblowing Policy and oversight processes in place across the business in received updates on any whistleblowing complaints, as well relation to third-party relationships. as the range of mechanisms that employees are able to use to raise concerns and issues. The committee reviewed the OECD recommendations regarding corruption and noted that Ninety One’s global The committee also reviewed Ninety One’s operational policies are in line with these recommendations. carbon footprint resulting from energy usage, as well as the various initiatives in place to reduce this. Strategic ReportGover nanceFinancial StatementsAdditional Information ### South African Employment Equity Act and ### B-BBEE Stakeholder relationships The committee reviewed the work undertaken by the The committee reviewed and reported to the Board on South African Employment Equity Forum. This included Ninety One’s engagement with stakeholders within the the Employment Equity Plan which guides Ninety One in committee’s remit in accordance with UK Companies Act implementing locally relevant diversity programmes in Section 172 requirements. Details of Ninety One’s line with its global diversity principles. engagement can be found on pages 16 to 17 of the Strategic Report. The committee reviewed diversity statistics and initiatives aimed at ensuring a diverse and inclusive workforce across ### Labour, employment issues, workforce Ninety One, details of which can be found on pages ### engagement, culture, and ethics 21 to 22 of the Strategic Report. The committee received updates on workforce engagement The committee reviewed the annual transformation initiatives from the Lead/Senior Independent Director, in report with regard to Ninety One’s B-BBEE scorecard, and his capacity as the Non-Executive Director responsible for recent developments with respect to compliance with workforce engagement, as well as from the Head of Human relevant legislation, regulations and industry codes. The Capital. The committee reviewed and approved the committee noted the Level 1 rating for the overall South extensive programme of workforce engagement and Africa listed business. received updates on workforce training and development, as well as the leadership development programme. Details On a global basis, the committee was satisfied that the of Ninety One’s workforce engagement initiatives can be measures being undertaken to ensure diversity and found on page 20 of the Strategic Report. inclusion, equality and transformation were appropriate and complied with relevant legislation. The committee reviewed Ninety One’s diversity principles that underpin the cultural philosophy to ‘do the right thing’. ### Corporate citizenship The committee was satisfied that Ninety One’s cultural and ethical values contribute to the success of the Group and The committee reviewed the various initiatives across the have a positive impact on the communities that benefit Group with regard to Ninety One’s commitment to acting from Ninety One and its staff CSI activities. responsibly and in a socially responsible and compliant manner. The committee reviewed Ninety One’s new and The committee reviewed and satisfied itself that Ninety ongoing initiatives in place to support the safety and One’s workforce policies and procedures align with the well-being of its workforce as set out in detail on page 19 International Labour Organisation’s Declaration on of the Strategic Report. Fundamental Principles and Rights at Work. The committee noted the various CSI initiatives in place, ### Committee effectiveness including Ninety One’s ongoing commitment to match charity giving by the Ninety One workforce. The committee was subject to the annual external evaluation as detailed on page 66. The committee reviewed and approved the Executive Directors’ short-term sustainability objectives for the year The Board was advised that the committee had a critical which support Ninety One’s long-term sustainability role in monitoring and overseeing issues fundamental to objectives. the business. The committee is considered to be well chaired, organised and provides good challenge for the Board and the business. The regular attendance of other Board members was noted as highly beneficial. # DLC Human Capital and Remuneration Committee Report The Directors' Remuneration Report sets out our approach to remuneration for Ninety One's people and Directors for the financial year 2022. ![img-8.jpeg](img-8.jpeg) ## Dear shareholders I am pleased to present our Directors' Remuneration Report for the financial year 2022, being Ninety One's second full year as an independent listed business. In financial year 2022, the business demonstrated its ability to execute on its strategy and deliver results in an otherwise volatile environment. This was supported by intense client engagements and a focus on in-person employee re-engagement across our geographies after various and prolonged periods of remote working. Together, this culminated in excellent outcomes for all our stakeholders this year – including shareholders, clients, employees and our communities. ## Overview of executive remuneration for the financial year 2022 Financial and non-financial results were very strong across all key performance metrics. Notable performance highlights include: - strong financial performance in the context of the economic environment, including adjusted EPS of 19.2p up 13% for the financial year (2021: 17.0p); - net inflows of £5.0 billion (2021: net outflows of £0.2 billion); - weighted investment outperformance of 68.3% over the three financial years 2020-2022; - good shareholder returns in the form of share price performance and dividends declared; - significant progress toward long-term strategic priorities, particularly in ensuring that sustainability is at the core of our business and capturing the growth inherent in our current investment capability set (see pages 12 to 13 for further details); and - intense employee re-engagement after various and prolonged periods of remote working. Against the backdrop of this very strong overall performance, the committee determined that the formulaic outcome under the Executive Incentive Plan ("EIP") scorecard was 92.5% of the maximum award opportunity for each of the Executive Directors. The committee gave careful consideration to the formulaic outcome, alongside the performance achieved, the relative performance of Ninety One's peers, and the shareholder, client and wider workforce experience over the period. The committee acknowledged that even though the long-term performance targets for the real annual growth in adjusted EPS had been set during a period of significant market volatility during the COVID-19 pandemic, these targets remained challenging on a long-term basis. Notwithstanding this, the committee noted that recent market conditions have been more supportive than initially anticipated. The committee also recognised that while the short-term achievements against our sustainability objectives have been strong, the magnitude of the long-term challenge to transition to net zero means that these achievements should be viewed in this light. They represent the foundation for what the committee hopes will be Ninety One playing a major role in supporting this transition going forward. For these reasons, the committee decided to exercise its discretion and to reduce the overall formulaic outcome under the EIP scorecard by 3.5% of the maximum award opportunity, amounting to a combined total reduction of £339,000. As a result, the awards to the Executive Directors represent 89% of the maximum award opportunity, recognising an exceptional level of achievement. The Executive Directors acknowledged the context and reasons for these reductions, and fully supported them. Half of these awards were deferred into shares in Ninety One plc, further increasing the shareholder alignment that already exists by virtue of the Executive Directors' participations in the Marathon Trust. The remainder of the awards was paid in cash. The deferred elements of the EIP awards were granted after the 2022 financial results had been announced and will be subject to vesting and mandatory retention periods as prescribed under the Directors' Remuneration Policy (the "Policy"). A full disclosure of the financial and non-financial outcomes relative to targets and metrics is provided on pages 88 to 90. 78 Ninety One Integrated Annual Report 2022 ### Overview of the Directors’ remuneration for 2020 and 2021 AGMs and the Policy ### the financial year 2023 The Policy was approved by shareholders at the 2020 AGM 79 and we were pleased to receive strong support from Executive Directors shareholders, with 91.57% in favour of the Policy. The Policy There are no changes proposed to the remuneration of the and the committee’s implementation of the Policy in Executive Directors under the Policy for the financial year respect of the financial year 2021 were both subject to 2023, other than an extension of the relevant clawback non-binding advisory votes at the 2021 AGM, and received periods applicable to EIP awards to ensure compliance support of 96.14% and 98.33% respectively from with new regulatory requirements in the UK and align with shareholders who voted. Once again, I would like to thank best practice as set out in the table below. Since these shareholders for their ongoing support for the Policy, a changes are to ensure continued regulatory compliance summary of which is included below on pages 81 to 86. of the Policy, they do not require shareholder approval. Strategic ReportGover nanceFinancial StatementsAdditional Information The committee believes that the Policy will continue to Applicable clawback period incentivise the Executive Directors over both the long Previous position New position and short term, which will support the continuity of Cash element of ɼ 2 years from ɼ 3 years from payment Ninety One’s long-term strategy and ultimately deliver EIP award payment date date value for shareholders. The committee is committed to | Deferred element | ɼ 5 years from | ɼ 8 years from grant date | | | --- | --- | --- | --- | | of EIP award | grant date | for 50% of the deferred | implementing the Policy in a way that ensures that | | | | element; and | executive remuneration is aligned with performance | | | | ɼ 10 years from grant date | achieved and takes into account the shareholder | | | | for the remaining 50% | experience. In this regard, the committee has been | pleased to maintain an ongoing dialogue with shareholders There are no increases in fixed remuneration, benefits and on the issues of remuneration and welcomes feedback pension arrangements for the Executive Directors for the at any time. financial year 2023. These are described in more detail on pages 81 to 82. We look forward to your support on the resolutions relating to our Directors’ remuneration at the AGM on 26 July 2022. Non-Executive Directors Under the Policy, we commit to ensuring that Non- Executive Directors’ fees are industry competitive and Colin Keogh reflect the skills, experience and time required to undertake Chair of the DLC Human Capital and their roles. Following an industry review, the committee has Remuneration Committee determined that it is appropriate to make a market-based adjustment to the Chairman’s base annual fee to bring it in line with the relevant peer group (being, most notably, UK listed asset managers, which the committee believes is the most relevant peer group for this role). It is therefore proposed that the Chairman’s base annual fee (inclusive of the Non-Executive Director basic fee) will increase to £175,000 per annum for the financial year 2023 (from its current level of £150,000 per annum). In line with the corporate governance requirements in South Africa, this change is subject to shareholder approval. There are no other changes proposed to the remuneration arrangements for the Non-Executive Directors for the financial year 2023. These are described in more detail on page 98. DLC Human Capital and Remuneration Committee Report ### Role and responsibilities Committee membership and regular ### The committee is responsible for determining, developing attendees 80 and overseeing the operation of the Group’s policies for The committee is chaired by Colin Keogh, and the members remuneration of the Chairman of the Board, the Executive are Idoya Basterrechea Aranda and Busisiwe Mabuza, Directors and senior executives. This includes determining who are all independent Non-Executive Directors. The appropriate targets and incentive outcomes for the Company Secretary of Ninety One plc acts as secretary Executive Directors and engaging with shareholders in this to the committee. regard. In respect of the wider workforce, the committee also reviews and approves the overall variable remuneration Every member of the Board is entitled to attend any pool for the group, incorporating risk and compliance committee meeting as an observer. In addition, the considerations. The committee also reviews and approves Chairman, Chief Executive Officer, the Finance Director, various required remuneration-related disclosures and the Head of Human Capital and external advisors may approves annually the remuneration of individuals who may be invited by the committee to attend all or part of have a material impact on the risk profile of Ninety One, any meeting, as and when appropriate or necessary. including any applicable subsidiaries and funds. In carrying Notwithstanding this, no person shall be involved in any out these responsibilities, the committee will have regard to decisions as to their own remuneration. In particular, the need to attract, retain and motivate directors and neither the Chief Executive Officer, nor the Finance senior executives of the quality required to run the group Director, are in attendance when the committee successfully in a way that promotes its strategy and determines their remuneration outcomes. long-term success. The committee is constituted in accordance with the JSE Listings Requirements, the UK Code and King IV. The committee’s composition complies with the UK Code and King IV. Furthermore, the committee is a DLC committee of the Board in respect of other duties assigned to it by the Board. ### Key activities in the financial year 2022 During the financial year 2022, the committee’s key activities included reviewing, and where applicable approving, the following: April May September February February Subject 2021 2021 2021 2022 (1 of 2) 2022 (2 of 2) The Directors’ Remuneration Report for inclusion in the Integrated Annual Report 2021 Shareholder feedback following the AGM and governance roadshows Performance targets for financial measures under the EIP Non-financial measures and metrics under the EIP Pillar 3 remuneration disclosures Developments in market practice and corporate governance relating to remuneration Material Risk Taker methodology and lists Wider workforce fixed and variable remuneration Compliance and risk reports Remuneration policy for the wider workforce and remuneration policy statement Remuneration committee terms of reference ### Committee effectiveness Alongside the Board, the committee was also subject to an external evaluation which covered a number of topics as detailed on page 66. The conclusion of the external committee evaluation was that the committee is operating effectively, and its work is highly rated by the Board. Ninety One Integrated Annual Report 2022 ## Summary of the Policy ## – Executive Directors This section provides an overview of the key remuneration Full details of the approved Policy are included within our elements currently in place for the Executive Directors. The Integrated Annual Report 2020, which is available on Policy approved at the AGM held on 3 September 2020 Ninety One’s website (www.ninetyone.com). 81 continues to apply, save that, as explained on page 79, the In line with corporate governance requirements, the Policy relevant clawback periods applicable under the Policy have supports the long-term success of our business by been extended to ensure compliance with new regulatory adhering to the following principles: requirements in the UK and align with best practice. These changes, which are not subject to shareholder ɽ It is simple, fair and transparent, with clear links | approval, will take effect from 1 April 2022 and are | | | between Ninety One’s strategy and remuneration | | --- | --- | --- | --- | | summarised below: | | | outcomes. | | | | Applicable clawback period | ɽ It is designed to promote our culture and values, with | | | Previous position New position | | an emphasis on risk management and conduct. | Strategic ReportGover nanceFinancial StatementsAdditional Information Cash element ɼ 2 years from ɼ 3 years from payment ɽ It aligns the interests of the Executive Directors with of EIP award payment date date those of shareholders and clients. Deferred ɼ 5 years from ɼ 8 years from grant date ɽ It emphasises the importance of non-financial drivers | element of | grant date | for 50% of the deferred | | | --- | --- | --- | --- | | EIP award | | element; and | for Ninety One’s long-term success. | | | | ɼ 10 years from grant date | ɽ The remuneration levels reflect our pursuit of | | | | for the remaining 50% | excellence for our clients and our commitment | to organic business building. In line with SA Company Law requirements, the Policy will be subject to an advisory vote by shareholders at the 2022 AGM. The principles of the King IV Code and the JSE Listings Requirements require a listed company to table its remuneration policy and implementation report for separate non-binding advisory votes at the annual general meeting. Element and link to strategy Operation Opportunity Performance ### Fixed remuneration | Fixed remuneration reflects the | Fixed remuneration is delivered in cash | For the 2022 financial year, | Individual | | --- | --- | --- | --- | | relative skills and experience of, and | (base salary), with a portion sacrificed to | fixed remuneration for the | performance | | contribution made by, the individual. | fund benefits. | Chief Executive Officer is | will be taken into | | | | £666,000 per annum and | consideration | | Fixed remuneration is set at levels | Fixed remuneration will be reviewed | | | | | | £533,000 per annum for the | when awarding any | | that allow us to attract and retain | annually. Factors considered in any review | | | | | | Finance Director. | increase in fixed | | executives with the necessary skills | would include: the size and scope of the | | | remuneration. and experience to deliver strategic role, business and individual performance, There is no overall maximum objectives. affordability, increases for the wider opportunity or increase. workforce and peer comparisons. However, in awarding any increase, the committee will be Fixed remuneration adjustments would mindful of any relevant factors, typically be effective from 1 April. which may include increases for the wider workforce or changes in scope of role. ### Pension The current Executive Directors are not entitled to any pension benefits. Any new Executive Directors may be entitled to pension benefits in line with those generally offered to the wider workforce in the location in which they are employed. Directors’ Remuneration Report – Summary of the Policy – Executive Directors Element and link to strategy Operation Opportunity Performance 82 ### Benefits To provide a market-competitive level Ninety One offers a range of benefits, These benefits are funded by Not applicable of fixed remuneration that allows us which currently includes private medical each of the Executive Directors to attract and retain executives with insurance, disability insurance and life sacrificing a portion of their the necessary skills and experience. cover. These are the benefits generally fixed remuneration. Benefits reflect local market practice offered to all Ninety One employees in The value of benefits and support health and wellbeing. the UK. is dependent on each The benefits provided may be subject Executive Director’s individual to amendment from time to time by the circumstances. The committee committee within this Policy. has therefore not set a maximum monetary value for this component of fixed remuneration, save that the aggregate of cash and benefits will not exceed the value of fixed remuneration. ### EIP | Annual single incentive award which | The EIP will reward performance, assessed | Awards granted in respect | The committee will | | --- | --- | --- | --- | | rewards the delivery of key financial | against financial/quantitative and non- | of each financial year will | set the long-term | | and non-financial objectives which | financial/qualitative measures, over the | be capped at 800% of fixed | and short-term | | are consistent with Ninety One’s | current year and the preceding three-year | remuneration (subject to | performance | | strategy and are measured over both | period. | treatment in a change of | measures annually | | long-term and short-term periods. | | control event). | to reflect the | The committee will set the long-term and key financial and Enhances the Executive Directors’ short-term performance measures, targets Performance will be measured strategic priorities alignment with shareholders via and the weighting annually to reflect the relative to threshold, target for Ninety One. appropriate performance measures key financial and strategic priorities for and stretch achievement The measures may and through deferral into Ninety One Ninety One. Performance conditions will be levels. Award outcomes as a therefore vary from shares. determined and set subject to the following percentage of the maximum year to year. parameters: award opportunity will be as follows: Further details ɼ Not less than 75% of the overall award on performance will be based on financial performance ɼ threshold: 25% measures are set out measures; and ɼ target: 50% in the Annual Report ɼ Not less than 55% of the overall award ɼ stretch: 100% on Remuneration. will be based on long-term performance. Award outcomes will be Award outcomes will be assessed annually determined on a straight-line following year-end, and will be based basis for performance between on a formulaic application of the Policy, these levels. with the committee retaining discretion Award outcomes will be set out to consider performance holistically and in the relevant Annual Report adjust formulaic outcomes to ensure that on Remuneration. final remuneration awards are aligned with the sustainable performance of Ninety One and our purpose to deliver value over the long term. Up to 50% of each award will be paid in cash, with the remaining amount (being at least 50% of the award) deferred into an award of Ninety One shares, which will be entitled to receive dividends or dividend equivalents. Deferred awards will vest in full three years after award. Following vesting, deferred awards will normally be subject to a further two-year holding period, with 50% released four years after award and 50% released five years after award. Malus and clawback provisions will apply, as described in our Integrated Annual Report 2020 (subject to the extensions to the relevant clawback periods as described on page 79). Ninety One Integrated Annual Report 2022 Element and link to strategy Operation Opportunity Performance 83 ### Share Incentive Plan (“SIP”) | To increase the alignment of the | Executive Directors are eligible to | Participation in the Ninety One | Not applicable | | --- | --- | --- | --- | | Executive Directors’ interests with | participate in Ninety One’s HMRC- | SIP is subject to maximum limits | | | shareholders. | approved SIP, on the same terms as other | set by HMRC. This is currently | | | | employees. | £1,800 per year for partnership | | shares. ### Shareholding requirement Strategic ReportGover nanceFinancial StatementsAdditional Information To maintain the alignment of the Executive Directors are expected to build Not applicable Not applicable Executive Directors with the long- and maintain an interest in Ninety One term interest of Ninety One and our shares, and to retain a portion of this stakeholders. interest for a period after ceasing to be an Executive Director. Requirements for current Executive Directors While serving as an Executive Director: ɼ 1,000% of fixed remuneration for the Chief Executive Officer; and ɼ 800% of fixed remuneration for the Finance Director. Each of the current Executive Directors exceeds this requirement by virtue of their respective participation in the Marathon Trust. For a period of two years from ceasing to be an Executive Director, the following will normally apply: ɼ 500% of fixed remuneration for the Chief Executive Officer; and ɼ 400% of fixed remuneration for the Finance Director. Requirements for new Executive Directors The level of interests in Ninety One shares required will be considered by the committee at the time of appointment, having due regard to the scope of the role. This requirement will need to be attained within a reasonable timeframe (expected to be no longer than five years from appointment), but having regard to any existing share interests. Directors’ Remuneration Report – Summary of the Policy – Executive Directors ### Remuneration scenario charts The following charts illustrate the potential range of remuneration outcomes for each of the Executive Directors under the 84 Policy. The following scenarios are presented: Deferral of variable Fixed remuneration Variable remuneration remuneration Below threshold Nil Threshold Value of single incentive awarded if threshold performance is achieved, which is 25% of the maximum opportunity. Up to 50% of any single | Target Value of single incentive awarded | Total fixed remuneration for | | incentive will be paid in cash, | | --- | --- | --- | --- | | | the financial year, consisting of | if on-target performance is | with the remainder deferred | | | base salary plus benefits. | achieved, which is 50% of the | into Ninety One plc shares. | | | | maximum opportunity. | These scenarios assume a | 50% deferral rate. Stretch Value of single incentive awarded if stretch performance is achieved, which is 100% of the maximum opportunity. 100% £666,000 | Threshold | | | 33.3% 33.3% 33.3% | £1,998,000 | | | | --- | --- | --- | --- | --- | --- | --- | | | Target | | 20% 40% 40% | | | £3,330,000 | | | Stretch | | | | 44.4% 44.4%11.1% | | | | | £ 0 1m 2m 3m 4m 5m 6m | | | | | | Below threshold | | | | 100% £533,000 | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Threshold | | | 33.3% | 33.3% | 33.3% | £1,599,000 | | | | | | | | Target | | 20% 40% 40% | | | | | £2,665,000 | | | | | | Stretch | | | | | | 44.4% 44.4%11.1% | | £4,797,000 | | | | | | £ 0 1m 2m 3m 4m 5m | | | | | | | | 6m | Fixed Variable – cash element Variable – deferred element These scenarios do not assume any change in share price between the dates of award and vesting. A 50% increase in share price between these dates would increase the value of the deferred variable remuneration in the stretch scenarios, such that total remuneration would be £7.3 million for the Chief Executive Officer and £5.9 million for the Finance Director. A 50% decrease in share price between these dates would decrease the value of the deferred variable remuneration in the stretch scenarios, such that total remuneration would be £4.7 million for the Chief Executive Officer and £3.7 million for the Finance Director. Finance Director Chief Executive Officer Below threshold Ninety One Integrated Annual Report 2022 £5,994,000 ### Approach to recruitment remuneration Simplicity, clarity and alignment with existing ### Remuneration for new Executive Directors will be remuneration philosophy 85 consistent with the Policy, including maximum variable Ninety One strives to attract and retain the highest-calibre remuneration opportunities. In setting fixed remuneration individuals who enjoy a sense of responsibility and levels, the Committee will consider the size and scope of ownership. In support of this objective, Ninety One has the role, the skills and experience of a candidate, and their long-standing remuneration structures in place for the existing levels of fixed remuneration. wider workforce, which are clear and simple, and which also promote and protect Ninety One’s unique employee Where applicable, awards may be granted to replace ownership and culture. These structures have been awards or amounts forfeited from a previous employer. In designed and implemented to align employee interests such cases, the committee retains the discretion to grant with those of shareholders and clients, while supporting awards on a comparable basis to the forfeited award(s), the long-term sustainability of the business, and our Strategic ReportGover nanceFinancial StatementsAdditional Information taking into account the time horizons and performance culture of good conduct and risk management. conditions that applied. For internal candidates, unvested deferred awards granted in respect of the prior role would We attach considerable importance to simplicity and continue to vest as per the original terms. These may be clarity and believe it is important that the Policy is aligned adjusted at the discretion of the committee. with Ninety One’s existing remuneration philosophy. To this end, the Policy includes only two components, namely Although the intention would be to offer any new Executive fixed remuneration and a single annual variable Director benefits as set out in the Policy table on page 82, remuneration award. Variable remuneration under the the Committee reserves the discretion to offer a new Policy incorporates both financial and non-financial Executive Director additional benefits such as to cover performance targets, which reflect the key financial and relocation expenses to facilitate their appointment. strategic priorities for Ninety One. The committee’s assessment of non-financial performance specifically To facilitate any buyout awards outlined above, the incorporates risk management and cultural alignment committee may grant awards to a new Executive Director, factors. Furthermore, the malus and clawback provisions relying on the exemption in the applicable Listing Rules, that apply to the EIP awards ensure an appropriate which allows for the grant of awards (including under any mechanism for risk adjustment. The range of potential other appropriate Ninety One incentive plan) to facilitate, remuneration outcomes for the Executive Directors is set in unusual circumstances, the recruitment of an Executive out in the remuneration scenario charts on page 84. Director, without seeking prior shareholder approval. ### The fees payable to a new Chairman or Non-Executive Wider workforce context and engagement Director would be in accordance with the Policy. The wider workforce receives fixed remuneration, which includes base salary, pension contributions (where ### Link to strategy and long-term alignment applicable) and other local employee benefits. Variable ### withshareholders remuneration typically takes the form of an annual discretionary award, which may comprise both cash The Policy for Executive Directors has been formulated and deferred elements. Deferred elements are normally by the committee to closely align with the overall invested in a combination of Ninety One shares and funds, remuneration philosophy at Ninety One, while recognising which cliff vest after three years and are subject to malus shareholder expectations for a listed company. The reason and clawback provisions. With effect from 1 April 2022, for selecting a single incentive model over the more widely Ninety One has extended the existing malus and clawback used long-term and short-term incentive structure is the provisions to ensure compliance with new regulatory considerable alignment that already exists between the requirements in the UK. Executive Directors and shareholders, principally through their significant equity exposure to Ninety One via each of Remuneration levels at Ninety One reflect both our pursuit their participations in the Marathon Trust, both of which of excellence and commitment to organic business exceed the minimum shareholding requirements under building. In setting remuneration levels, truly exceptional the Policy. contributions are rewarded and individual variable remuneration awards are not capped for the wider Ninety One is committed to profitably growing and workforce. Aggregate variable remuneration is however continuing to create long-term shareholder value through subject to affordability considerations. In exceptional the consistent quality of our client servicing and cases, retention-related share awards may also be granted differentiated investment offering. The committee will to employees other than the Executive Directors. select measures and targets which are aligned with our strategic priorities, in order to incentivise the Executive In formulating the Policy, the committee was mindful of the Directors in a way that will deliver value over the long term, Ninety One remuneration policy, which applies to the in line with our purpose. The committee has created this wider workforce, although employees were not directly long-term incentivisation by setting the lifespan of any one consulted in the Policy’s development. Both of these award at eight years, being the period from the start of the policies are aligned with Ninety One’s remuneration performance period through to the end of the required philosophy. holding period for that award. Directors’ Remuneration Report – Summary of the Policy – Executive Directors This ensures that all employees, including the Executive The selection of a relevant peer group is never perfect. No Directors, are incentivised in a similar way. The Policy two businesses have precisely the same clients, products, 86 contains some differences to the wider workforce policy, distribution channels, people and culture. Nor do they notably that Executive Director variable remuneration face the same set of growth opportunities and business opportunities are capped and determined in a formulaic challenges. Notwithstanding, the committee believes that manner, subject to committee discretion. All discretionary the independent survey data covering key industry peers is variable remuneration awards, including those for the the most relevant external information. While this peer data Executive Directors, are funded from the same variable is informative, it is not the only factor the committee used remuneration pool. when setting the remuneration opportunities. Ninety One’s Non-Executive Director responsible for The committee has deliberately not sought to use the workforce engagement is also the Chair of the committee. remuneration data from one of the FTSE 100, 250 or 350. In this capacity, he is able to engage regularly with This is due to the wide range of industries covered in these members of Ninety One’s Human Capital team and other indices, each with their own remuneration dynamics, which members of the wider workforce. He receives regular are not comparable to an asset management business invitations to company-wide events and also has access where variable remuneration is most emphasised. to Ninety One’s virtual employee engagement platform. ### Consideration of shareholder views ### Policy on payments for loss of office In designing the Policy, the committee proactively sought In the event of the termination of an Executive Director’s input from significant shareholders and their feedback employment, any payments will be determined in was taken into consideration. The committee welcomes accordance with the Policy, and will be in line with the feedback from all shareholders at any time and is relevant Executive Director’s service contract and the rules committed to ongoing dialogue with shareholders and of any relevant incentive plans. Details of payments for loss other interested stakeholders on this important topic. of office of the Executive Directors, and applicable notice During the year, the committee engaged extensively period payments for the Non-Executive Directors, are with major shareholders regarding the Policy and its included in the Integrated Annual Report 2020. implementation. While the views among shareholders are not always aligned, the one consistent theme in the ### Non-Executive Directors fee policy course of these engagements was the importance of the Non-Executive Directors’ fees are industry competitive and committee exercising its discretion to ensure a clear link reflect the skills, experience and time required to undertake between remuneration outcomes and performance their roles. The fees cover the dual roles that the directors achieved, while also reflecting the shareholder experience. perform in relation to Ninety One plc and Ninety One Limited. Fees for the Chairman are determined by the The committee agrees with this and recognises the committee, while fees for other Non-Executive Directors importance of appropriate application of its discretion are determined by the Board. Please refer to the Integrated under the Policy. The committee once again applied Annual Report 2020 which sets out further detail on Ninety its discretion in respect of the financial year 2022 EIP One’s policy in relation to Non-Executive Directors’ fees. outcomes for the Executive Directors – please see further detail set out on page 91. The committee believes the ### Use of benchmarks and peer analysis resulting remuneration outcomes are a fair reflection of Variable remuneration opportunities under the Policy are both performance and the wider shareholder experience capped at 800% of fixed remuneration, and in setting this over the financial year 2022. cap, the committee specifically considered historical remuneration levels of the Executive Directors at Ninety One, industry benchmarks for both listed and unlisted peers and remuneration levels of other senior management at Ninety One. For the purposes of obtaining relevant peer reference points to assist the committee in setting appropriate award opportunities, the committee commissioned a bespoke remuneration survey from an independent benchmark provider. The survey covered a broad range of Ninety One’s global competitors, including both listed and unlisted asset management firms, based in the UK, Europe and USA. The committee also received peer analysis from Ninety One’s independent remuneration advisors, Deloitte LLP. Ninety One Integrated Annual Report 2022 # Annual Report on Remuneration This section of the Directors' Remuneration Report sets out the remuneration paid to the Executive Directors and Non-Executive Directors of Ninety One in respect of the financial year 2022. Sections that are subject to audit are indicated as such. ## Single figure of remuneration (audited) The table below sets out the total remuneration received by the Directors in respect of the financial year 2022, as well as the financial year 2021 (in £'000). | 2022 | Salary/ fees | Benefits | Total fixed remuneration | EIP single incentive | | | | | Total remuneration | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | Formulate outcome | Discretionary adjustment | Cash award^{1} | Deferred award^{2} | Total variable remuneration | | | **Executive Directors** | | | | | | | | | | | Hendrik du Toit | 654 | 12 | 666 | 4,930 | (988) | 2,371 | 2,371 | 4,742 | 5,408 | | Kim McFarland | 522 | 11 | 533 | 3,946 | (101) | 1,898 | 1,897 | 3,795 | 4,328 | | **Total** | **1,176** | **23** | **1,199** | **8,876** | **(339)** | **4,269** | **4,268** | **8,537** | **9,736** | | **Non-Executive Directors^{4}** | | | | | | | | | | | Gareth Penny | 175 | — | 175 | — | — | — | — | — | 175 | | Colin Keogh | 120 | — | 120 | — | — | — | — | — | 120 | | Idoya Basterrechea-Aranda | 100 | — | 100 | — | — | — | — | — | 100 | | Victoria Cochrane | 95 | — | 95 | — | — | — | — | — | 95 | | Busisiwe Mabuza | 103 | — | 103 | — | — | — | — | — | 103 | | Fani Titi^{5} | 29 | — | 29 | — | — | — | — | — | 29 | | Khuino Shuanyane^{6} | 47 | — | 47 | — | — | — | — | — | 47 | | **Total** | **669** | **—** | **669** | **—** | **—** | **—** | **—** | **—** | **669** | | 2021 | Salary/ fees | Benefits | Total fixed remuneration | EIP single incentive | | | | | Total remuneration | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | | | | Formulate outcome | Discretionary adjustment | Cash award^{1} | Deferred award^{2} | Total variable remuneration | | | **Executive Directors** | | | | | | | | | | | Hendrik du Toit | 655 | 11 | 666 | 4,598 | (398) | 2,100 | 2,100 | 4,200 | 4,866 | | Kim McFarland | 523 | 10 | 533 | 3,680 | (320) | 1,680 | 1,680 | 3,360 | 3,893 | | **Total** | **1,178** | **21** | **1,199** | **8,278** | **(718)** | **3,780** | **3,780** | **7,560** | **8,759** | | **Non-Executive Directors** | | | | | | | | | | | Gareth Penny | 175 | — | 175 | — | — | — | — | — | 175 | | Colin Keogh | 120 | — | 120 | — | — | — | — | — | 120 | | Idoya Basterrechea-Aranda | 100 | — | 100 | — | — | — | — | — | 100 | | Victoria Cochrane | 95 | — | 95 | — | — | — | — | — | 95 | | Busisiwe Mabuza | 95 | — | 95 | — | — | — | — | — | 95 | | Fani Titi | 70 | — | 70 | — | — | — | — | — | 70 | | **Total** | **655** | **—** | **655** | **—** | **—** | **—** | **—** | **—** | **655** | 1. The cash EIP award in respect of the financial year 2022. 2. The deferred EIP award in respect of the financial year 2022. 3. Fani Titi retired from the Board on 1 August 2021. 4. Khuino Shuanyane is appointment to the Board was effective from 1 August 2021. 5. The cash EIP award in respect of the financial year 2021. 6. The deferred EIP award in respect of the financial year 2021. ## Notes to the table (audited) ### Fixed remuneration No changes were made to fixed remuneration for the financial year 2022. ### Pension The Executive Directors are not entitled to any pension benefits. ### Benefits For the financial year 2022, benefits for the Executive Directors included private medical insurance, disability insurance and life cover, which are the benefits generally offered to all Ninety One employees in the UK. These benefits are funded by sacrificing a portion of their fixed remuneration. 87 Strategic Report Governance Financial Statements Additional Information Directors’ Remuneration Report – Annual Report on Remuneration ### EIP 88 The graphic below illustrates the operation of the EIP. Long-term element measured on trailing basis over the three years up to and including the performance year Short- and long-term Short-term element measured annually targets are Up to 50% at the end of the performance year | | | measured | of the | | --- | --- | --- | --- | | | | to determine | award | | | | the value of | is paid | | | | the award | in cash | | Y1 | Y2 Y3 | | | At least 50% of the award would be delivered as forfeitable Real growth in Real growth in Real growth in shares deferred until the end of year six. A further two-year adjusted EPS adjusted EPS adjusted EPS holding period would apply with shares being released 50% at the end of years seven and eight respectively. 50% Investment Investment Investment cash 55% performance performance performance Y4 Y5 Y6 Y7 Y8 Maximum award 800% | Net flows | Net flows | Net flows | | | | --- | --- | --- | --- | --- | | | | | of fixed | 50% | | | | | remuneration | released | Annual financial 50% performance 20%25% – above measures deferred over three years 50% Annual released non-financial performance Lifespan of a single award extends over eight years Awards under the EIP in respect of the financial year 2022 The following section sets out the EIP targets and measures and the committee’s assessment of outcomes for the financial year 2022. The EIP for the financial year 2022 operated in line with the Policy. Financial performance – three years Outcome as % of the maximum Actual award Measure Weighting Threshold Target Stretch performance opportunity 1 Real annual growth in adjusted EPS 36.6% -5.0% 0.0% 5.0% 6.4% 100.0% 2 Investment performance 9.2% 50.0% 62.5% 75.0% 68.3% 73.3% 3 Net flows 9.2% 1.0% 2.5% 4.0% 3.0% 67.4% 55.0% Financial performance – one year Outcome as % of the maximum Actual award Measure Weighting Threshold Target Stretch performance opportunity 1 Real annual growth in adjusted EPS 13.4% 20.0% 4.0% 6.0% 6.1% 100.0% 2 Investment performance 3.3% 50.0% 62.5% 75.0% 70.6% 82.4% 3 Net flows 3.3% 1.0% 2.5% 4.0% 3.8% 94.4% 20.0% 1. Adjusted EPS is the primary measure of Ninety One’s financial performance. Our long-term objective is to grow adjusted earnings consistently, recognising the potential significant impact of market volatility on financial results. Measured as per the definition of adjusted EPS on page 166. Real growth adjusted for UK CPI. 2. As an active investment manager, investment outperformance is critical to delivering value to our clients. Our objective is to deliver investment outperformance in the long run. As such, performance is measured over multiple time periods, with higher weightings for longer time periods. Measured as the proportion of firm-wide AUM outperforming basic benchmarks on an asset-weighted basis, weighted over one (20% weighting), three (30% weighting) and five (50% weighting) years. 3. The achievement of net flows is a key driver of value. Our long-term objective is to grow and diversify our asset and client base by consistently generating positive net flows. The torque ratio will be the metric used to measure success. Ninety One Integrated Annual Report 2022 Non-financial performance – holistic assessment of performance over one year Assessment 89 Measure Weighting Summary of achievements Key Global staff Global staff turnover remained at acceptable levels (10.8%) in line with employee turnover long-term historic trends at Ninety One. Notably, there was very low retention turnover at a senior leadership level. These outcomes reflect Ninety and Senior global One’s ability to maintain workforce stability and retain key employees succession leadership in an environment where competition for talent is increasing. planning team turnover In terms of diversity, female representation within our senior leadership group is now 31% (ahead of our Women in Finance Charter Talent commitments). In South Africa, we were promoted to a Level 1 B-BBEE and work Contributor during the year. Our representation of black employees in environment Strategic ReportGover nanceFinancial StatementsAdditional Information South Africa has also increased from 50% in 2014 to 64% in 2021. Succession Our succession planning efforts in building the ‘bench strength’ planning withinNinety One’s senior leadership group this year included a global talent review process across the business to identify next-generation talent and a leadership pipeline. This process culminates in intentional developmental exposure and experience for this group. During the year we also successfully implemented a number of succession plans for long-standing senior leaders in the business who are in the process of transitioning out of the organisation. These have been carefully and successfully managed with internal and external stakeholders to ensure that clients continue to receive excellent service through these transitions. Relationships Annual Our “Navigating Ninety One” project was rolled out over the second and Organisation  in relation half of the year. The aim of the project was to ensure that every reputation Development to the way employee participated in an interactive workshop. These workshops | (“OD”) led | | we work | re-articulated Ninety One’s values, culture and talent philosophy, | | --- | --- | --- | --- | | culture and | | in a post- | including a discussion around the implications on the diversity and | | diversity and | 25% | COVID | inclusivity within our business. They were held in person across all our | | inclusion | | environ- | offices globally, with over 900 employees participating. | | initiatives | | ment | | The Executive Directors and other senior leaders attended most of these workshops, allowing them to gather real-time feedback from our employees and to understand and respond to queries and concerns quickly and directly. These workshops confirmed the high levels of engagement and inclusion across Ninety One. During the year, we provided our employees with clarity and guidance on our ongoing approach to the way we work in a post-COVID environment. The pandemic has changed the way we work, allowing us to appreciate the benefits that technology and remote working can bring. We continue to invest in our office spaces, recognising that they form an integral part of our culture by fostering collaboration and inclusion. During the year, we rolled out our Future of Work global principles with regards to our approach to hybrid working. Senior leadership continues to be involved in the active discussions around the pattern of office attendance given our view that the office remains the ‘centre of gravity’ for Ninety One. Reputational Ninety One’s relationships with regulators around the globe remain and regulatory healthy and constructive, with a number of them conducting routine issues audits and/or inspections during the past year. These were concluded without any material issues being raised. The committee reviewed matters considered by the DLC Audit and Risk Committee during the year, and was comfortable that the mitigation responses to these matters were satisfactory and they had been well managed during the year. Directors’ Remuneration Report – Annual Report on Remuneration Non-financial performance – holistic assessment of performance over one year continued | 90 | | | | Assessment | | | --- | --- | --- | --- | --- | --- | | | Measure Weighting | | | | Summary of achievements | | | Commitment | Progress with | 25% | | Ninety One is committed to putting sustainability at the core of our | | | to | respect to | | | business. In this regard, we: | | | sustainability | objectives | | | | ɼ improved our Scope 3 methodology for our TCFD report for agreed by financial year 2022, and are ready to comply with the reporting the DLC requirements for financial year 2023; Sustainability ɼ developed targets aligned with climate science and the Science Social Based Targets Initiative guidance and methodology for Scope 1 and and Ethics Scope 2. In addition, we are in the process of developing SBTi Committee targets for Scope 3; ɼ expanded our sustainability focused equity offering. This was achieved through material investment of senior leadership time and resources to expand our broader product platform. Key achievements included the development of our transition strategy, additional capital raised by the Emerging Africa Infrastructure Fund to grow its investment footprint, and the hiring of senior investment professionals to support these initiatives; and ɼ devoted significant senior leadership time towards our engagement and advocacy activities. This included high-profile advocacy for a fair and inclusive transition through COP26, SMI, GFANZ and other sustainability forums. In addition, Ninety One continues to engage directly with high emitters (particularly in South Africa) regarding their transition plans. Strategic Progress with Ninety One has strategic clarity and has made good progress progress respect to  in relation against our strategic objectives. The business demonstrated its objectives to growth ability to execute its strategy well and deliver results in a volatile agreed by in the UK environment. Net flows were significantly up from the prior year due theBoard market to improvements in client risk appetite and improved investment performance. This is a reflection of our current product offering remaining client relevant and diverse across asset classes and investment styles to suit varying client needs. We also remain well-positioned for future client demand and growth, reflected through good flow traction into some of our more recently launched strategies. Ensuring that sustainability is at the core of our business is a key strategic priority. Our achievements in this regard are detailed in the section above. Our sustainability focused strategies have enjoyed significant traction with clients, resulting in significant inflows. We have also developed a credible track record for several new investment strategies. We have continued to focus on growth in the advisor and institutional channels globally. We have executed well on this globally. However our position in the UK market remains concentrated, leaving room for more growth in future. It was a year of intense employee re-engagement after various and prolonged periods of remote working. Ninety One remains a talent business and we continually invest in our people to build an inter- generational business. Please see the section above for further details. Our continued support of employee-driven and community initiatives exemplified how Ninety One has put culture and purpose at the heart of the organisation. Outcome for non-financial element 95.0% Total formulaic EIP outcome 92.5% Committee discretionary adjustment factor (3.5%) Final EIP outcome 89.0% Ninety One Integrated Annual Report 2022 ### Explanation of discretionary adjustment and final awards Under the Policy, the committee retains discretion to consider performance holistically and adjust formulaic outcomes to ensure that the final EIP awards are aligned with the sustainable performance of Ninety One and our purpose to deliver value over the long term. In determining the level of awards under the EIP, the committee gave careful consideration to the formulaic outcome, focusing in particular on whether this was appropriate, and a fair reflection of the underlying performance of the business. In this regard, the committee took into account the following: - the actual performance and the context in which this was achieved; - the relative performance of Ninety One's peers; and - the shareholder, client and wider workforce experience over the period. While Ninety One achieved adjusted EPS of 19.2p for the financial year (2021 17.0p), net inflows of £5.0 billion (2021: net outflows of £0.2 billion), good shareholder returns in the form of share price performance and dividends declared; the committee concluded that even though the long-term performance targets for the real annual growth in adjusted EPS had been set during a period of significant market volatility during the COVID-19 pandemic, these targets remained challenging on a long-term basis. Notwithstanding this, the committee notes that recent market conditions have been more supportive than initially anticipated. The committee also recognised that while the short-term achievements against our sustainability objectives have been strong, the magnitude of the long-term challenge to transition to net zero means that these achievements should be viewed in this light. They therefore represent the foundation for what the committee hopes will be Ninety One playing a major role in supporting this transition going forward. For these reasons, the committee exercised its discretion to reduce the overall formulaic outcome under the EIP scorecard. This represented 3.5% of the maximum award opportunity, amounting to a combined total reduction of £339,000. As a result, the awards to the Executive Directors represent 89% of the maximum award opportunity, recognising an exceptional level of achievement. The Executive Directors acknowledged the context and reasons for these reductions, and fully supported them. The committee's final decision was therefore that each of the Executive Directors be granted an EIP award of 89% of the maximum award opportunity, resulting in EIP awards of £4.74 million and £3.79 million for the Chief Executive Officer and Finance Director, respectively. The committee believes that these awards are aligned with the performance achieved over the period (including performance relative to peers), while being appropriate in the context of the experience of our shareholders, employees and Ninety One's other stakeholders. Half of these EIP awards will be deferred into shares in Ninety One plc, further increasing the significant shareholder alignment that already exists by virtue of the Executive Directors' participations in the Marathon Trust. The remainder of the awards were paid in cash. ### Statement of Directors' shareholdings and share interests (audited) #### Breakdown of share interests The Directors and their associates/connected persons owned ordinary shares and held share scheme interests in Ninety One plc and Ninety One Limited ordinary shares as at 31 March 2022, as set out in the table on page 92. The legacy share scheme interests listed below were granted to Hendrik du Toit and Kim McFarland in their capacity as executive directors of Investec. These awards are conditional on continued service with Ninety One. No other share scheme interests were granted during the financial year 2022. The first vesting under the EIP is scheduled to take place in 2024, and therefore there were no vestings under the EIP in the financial year 2022. 91 Strategic Report Governance Financial Statements Additional Information 1 Financial year 2022 will be the last performance year impacted by these specific long-term targets. ![img-9.jpeg](img-9.jpeg) Directors’ Remuneration Report – Annual Report on Remuneration No Directors hold any scheme interests other than those listed below as at 31 March 2022. Legacy share scheme interests 4 92 Investec | | | | | deferred STI | | | Investec LTI | | | Investec LTI | | | Ninety One EIP | | | | Total share scheme interests | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Shares owned outright | | | | | – 2020 | | | – 2019 | | | – 2020 | | | | – 2021 | | and shares owned outright | | | | 3 | | Ninety One | | Ninety One | | Ninety One | | | Ninety One | | | Ninety One | | | | Ninety One | | | Ninety One | | Ninety One | | | | | plc | | Limited | | | plc | | | plc | | | plc | | | | plc | | plc | | Limited | | Hendrik du Toit 243,113 302,370 7,953 139,040 139,176 881,205 1,410,487 302,370 Kim McFarland 121,431 3,772 6,224 55,637 111,383 704,964 999,639 3,772 Colin Keogh 20,000 — — — — — 20,000 — Victoria Cochrane 19,681 — — — — — 19,681 — Khumo Shuenyane 9,950 — — — — — 9,950 — Forty Two 2 Point Two 166,447,688 49,598,067 — — — — 166,447,688 49,598,067 1 Total 166,861,863 49,904,209 14,177 194,677 250,559 1,586,169 168,907,445 49,904,209 Notes to the table 1. No other Directors held any interests in Ninety One shares as at 31 March 2022. 2. Forty Two Point Two is a company wholly-owned by the Marathon Trust, both of which are associates/connected persons of Hendrik du Toit and Kim McFarland. The Marathon Trust is a long-term share ownership vehicle which was established to enable key employees of Ninety One, including Hendrik du Toit and Kim McFarland, to collectively participate in an indirect equity shareholding in Ninety One. Participatory interests in the Marathon Trust are not interests in an employee share scheme. Forty Two Point Two’s acquisition of its shareholding in Ninety One has been, and future share acquisitions are expected to be, funded by personal capital provided by the participants in the Marathon Trust and/ or third-party debt-funding assumed by Forty Two Point Two. A portion of the Ninety One shares held by Forty Two Point Two are pledged in terms of the third party debt-funding arrangements. Voting rights in relation to the shares pledged remain with Forty Two Point Two. At 31 March 2022, the Executive Directors’ Marathon participations equated to an indirect equity shareholding of 2.22% in the case of Hendrik du Toit and 1.41% for Kim McFarland. 3. Between 31 March and 10 June 2022 (being the last practicable date prior to the finalisation of this report), the following movements in the share interests of the Directors or their associates/connected persons took place: a. Hendrik du Toit acquired 618 partnership shares in Ninety One plc under the Ninety One SIP. b. Kim McFarland acquired 1,379 partnership shares in Ninety One plc under the Ninety One SIP. c. The share scheme interests listed above under the ‘Investec deferred STI – 2020’ vested to each of Hendrik du Toit and Kim McFarland, and remain subject to a 12-month retention period. d. The final vesting outcome for the share scheme interests listed above under the ‘Investec LTI – 2019’ was confirmed by Investec at 100.8%, meaning that the final share awards consisted of 140,160 ordinary shares in Ninety One plc for Hendrik du Toit, and 56,085 ordinary shares in Ninety One plc for Kim McFarland. These awards vest equally over a period of five years and are subject to a 12-month retention period after each vesting date. See Note 4 below for further detail. e. As a result of the distribution of Ninety One shares by Investec on 30 May 2022, the following Directors or their associates/connected persons acquired additional shares in Ninety One plc and/or Ninety One Limited: Share scheme Total share scheme interests Shares owned outright interests and shares owned outright Ninety One Ninety One Ninety One Ninety One Ninety One plc Limited plc plc Limited 1 Hendrik du Toit 61,817 14,402 71,701 133,518 14,402 2 Kim McFarland 14,015 1,037 45,091 59,106 1,037 Khumo Shuenyane 2,734 — — 2,734 — 1. On 6 June 2022, 2,833 of these share scheme interests vested to Hendrik du Toit and were taken up in full by him. They remain subject to a 12-month retention period. 2. On 6 June 2022, 2,217 of these share scheme interests vested to Kim McFarland and were taken up in full by her. They remain subject to a 12-month retention period. f. Forty Two Point Two acquired an additional 1,150,000 ordinary shares in Ninety One plc. Unless otherwise disclosed above, there were no other movements in the share interests of the Directors or their associates/connected persons between 31 March and 10 June 2022 (being the last practicable date prior to the finalisation of this report). Ninety One Integrated Annual Report 2022 4. Details of the legacy share scheme interests are as follows: Share scheme Details 93 Investec These awards are not subject to any further performance conditions. These awards vest equally over a period of two deferred STI – years and are subject to a 12-month retention period after each vesting date. 2020 Vesting date Vesting % Tranche 1 – 07 June 2021 50% Tranche 2 – 06 June 2022 50% Investec LTI – These awards are subject to the following Investec performance conditions: 2019 | | Threshold | | Target | Stretch | | | | --- | --- | --- | --- | --- | --- | --- | | | | (0% | (100% | (150% | | Strategic ReportGover nanceFinancial StatementsAdditional Information | | Investec performance condition Weighting | vesting) | | vesting) | vesting) | 1 | | Financial measures Growth in net tangible asset value per share 40% 15% 30% 45% Return on risk-weighted assets (pre-demerger of Ninety One) 1.4% 1.6% 1.8% 35% Return on risk-weighted assets (post-demerger of Ninety One) 1.05% 1.35% 1.55% Non-financial measures 2 Culture and values 4% 0 4 6 Franchise development 13% 0 4 6 Governance and regulatory and shareholder relationships 4% 0 4 6 Employee relationship and development 4% 0 4 6 1. If stretch levels of performance for all measures are achieved, the vesting of the awards will be capped at 135% of target. 2. Non-financial measures are assessed against a seven-point scale, with scores between 0 and 6 awarded. Investec has now confirmed the final vesting outcome at 100.8%, meaning that the final share awards consisted of 140,160 ordinary shares in Ninety One plc for Hendrik du Toit, and 56,085 ordinary shares in Ninety One plc for Kim McFarland. These awards vest equally over a period of five years and are subject to a 12-month retention period after each vesting date. Vesting date Vesting % Tranche 1 – 29 May 2022 20% Tranche 2 – 29 May 2023 20% Tranche 3 – 29 May 2024 20% Tranche 4 – 29 May 2025 20% Tranche 5 – 29 May 2026 20% Investec LTI – These awards are subject to the following Ninety One performance conditions: 2020 | | Threshold | | Target | Stretch | | | --- | --- | --- | --- | --- | --- | | | | (0% | (100% | (150% | | | Ninety One performance condition Weighting | vesting) | | vesting) | vesting) | 1 | 2 Real growth in adjusted EPS 67% 2% p.a. 4% p.a. 6% p.a. 3 Investment performance 16.5% 50% 62.5% 75% 4 Net flows 16.5% 1% p.a. 2.5% p.a. 4% p.a. 1. If stretch levels of performance for all measures are achieved, the vesting of the awards will be capped at 135% of target. 2. Measured as per the definition of adjusted EPS on page 166. Real growth adjusted for UK CPI. 3. Measured as the proportion of firm-wide AUM outperforming basic benchmarks on an asset weighted basis, weighted over one (20% weighting), three (30% weighting) and five (50% weighting) years. 4. Measured as the torque ratio. These awards vest equally over a period of five years and are subject to a 12-month retention period after each vesting date. Vesting date Vesting % Tranche 1 – 05 June 2023 20% Tranche 2 – 05 June 2024 20% Tranche 3 – 05 June 2025 20% Tranche 4 – 05 June 2026 20% Tranche 5 – 05 June 2027 20% Directors' Remuneration Report – Annual Report on Remuneration 94 ## Shareholding guidelines To ensure the alignment of the financial interests of Executive Directors with those of shareholders, the Executive Directors are required to maintain an interest in Ninety One shares. This requirement is equivalent to 1,000% of fixed remuneration for the Chief Executive Officer and 800% of fixed remuneration for the Finance Director. Each of the Executive Directors currently exceeds this requirement by virtue of their participation in the Marathon Trust. The Chief Executive Officer will be required to maintain a minimum interest in shares in Ninety One equivalent to 500% of fixed remuneration for a period of two years after the termination of his employment. The Finance Director will be required to maintain a minimum interest in shares in Ninety One equivalent to 400% of fixed remuneration for a period of two years after the termination of her employment. Participations in the Marathon Trust will count towards this requirement. ## Payments to past directors (audited) There were no payments to past directors in the financial year 2022. ## Payments for loss of office (audited) There were no payments to Directors for loss of office in the financial year 2022. ## Total shareholder return ("TSR") performance The graph below shows Ninety One's TSR performance from admission to 31 March 2022 relative to the TSR performance of the FTSE 250 excluding Investment Trusts. This index has been chosen because it is a broad equity market index, and Ninety One is a constituent of this index. Total shareholder return performance (monthly) ![img-10.jpeg](img-10.jpeg) Source: Thomson Reuters Datastream, April 2022. Ninety One Integrated Annual Report 2022 ### Chief Executive Officer historic remuneration The following table sets out the Chief Executive Officer’s total and variable remuneration since 1 March 2020. 95 2020 1 2021 2022 Total single figure (£’000) 555 4,866 5,408 EIP awards (% of the maximum) N/A 79% 89% 1. Remuneration awarded in respect of the Chief Executive Officer’s service to Ninety One between 1 March and 31 March 2020. The EIP applied for the first time in respect of financial year 2021, and for the second time in respect of the financial year 2022. For the financial year 2020, the committee decided to make a one-off variable remuneration award to the Chief Executive Officer, payable in cash, in recognition of his material time and effort devoted to the Ninety One business in addition to his commitments as an executive director of Investec. ### Percentage change in Directors’ remuneration As the Directors held office for only a short part of financial year 2020, the committee concluded that a like-for-like Strategic ReportGover nanceFinancial StatementsAdditional Information comparison of the percentage change in their remuneration relative to the average change in the remuneration of employees was not possible. As such, no comparison is presented for financial year 2021 relative to financial year 2020. The following table sets out the percentage change in fixed remuneration and variable remuneration from the financial year 2021 to the financial year 2022. This is presented separately for each Director, together with the average percentage change for other group employees. | % change in | | | % change in | | | --- | --- | --- | --- | --- | | | fixed | | | variable | | remuneration | | 1 | remuneration | | Executive Directors Hendrik du Toit 0% 13% Kim McFarland 0% 13% Non-Executive Directors Gareth Penny 0% N/A Colin Keogh 0% N/A Idoya Basterrechea Aranda 0% N/A Victoria Cochrane 0% N/A Busisiwe Mabuza 8% N/A 2 Fani Titi N/A N/A 3 Khumo Shuenyane N/A N/A 4 Employees of the Ninety One Group 8% 24% Notes to the table 1. The Executive Directors are entitled to the benefits generally offered to all Ninety One employees in the UK, but do not receive any pension benefits. In the table above, we have presented a comparison of total fixed remuneration (inclusive of benefits) across the Ninety One group. We believe this presents the best comparison of salary and benefit changes across our global workforce. 2. Fani Titi retired from the Board on 1 August 2021 and therefore his remuneration for the financial year 2022 reflects only a part-year and is not comparable to his remuneration for the prior year. 3. Khumo Shuenyane’s appointment to the Board was effective from 1 August 2021 and therefore no prior year comparative remuneration exists. 4. Calculated as the average change in fixed and variable remuneration for all employees included in the financial year 2022 annual compensation review. Directors' Remuneration Report – Annual Report on Remuneration 96 ### Relative importance of spend on pay The following graphs illustrate Ninety One's profit after tax, employee remuneration and dividends for 2022 and 2021. #### Profit after tax (£'m) ![img-11.jpeg](img-11.jpeg) #### Total employee remuneration (£'m) ![img-12.jpeg](img-12.jpeg) #### Dividends (£'m)¹ ![img-13.jpeg](img-13.jpeg) 1. Interim dividend paid and final dividend recommended. ### Chief Executive Officer pay ratio The table below shows the ratio of the single total figure of remuneration for the Chief Executive Officer relative to the 25th, 50th and 75th percentile annual remuneration of full-time equivalent UK employees. These total remuneration percentiles have been calculated based on fixed remuneration at 31 March 2022 and variable remuneration awarded in respect of the financial year 2022. Where an identified employee was part-time or only employed for part of the year, their annual remuneration figures have been converted to a full-time annual equivalent. | Financial year | Option | 25th percentile | 50th percentile | 75th percentile | | --- | --- | --- | --- | --- | | 2022 | A | 55:1 | 35:1 | 19:1 | | 2021 | A | 53:1 | 35:1 | 20:1 | | 2020* | A | 38:1 | 24:1 | 13:1 | 1. The Chief Executive Officer was appointed on 1 March 2020, one month before the end of the financial year 2020, meaning the Chief Executive Officer pay ratio using actual remuneration outcomes for the financial year 2020 did not reflect a consistent comparison to the full-time equivalent total remuneration of UK employees. The Chief Executive Officer pay ratio for 2020 therefore uses normalised remuneration for the Chief Executive Officer, assuming on-target performance levels. UK regulations require this disclosure, and provide three options in relation to the methodology used to calculate the ratio, termed Options A, B and C. Ninety One has chosen to calculate the Chief Executive Officer pay ratio using Option A. This method was chosen because it is statistically the most accurate and it should provide, as far as possible, a like-for-like comparison between employee and Chief Executive Officer pay. This method entails calculating the total remuneration of all UK employees, employed as at the end of the financial year 2022, to identify the total remuneration at the 25th, 50th and 75th percentiles. The total remuneration value for the employees at the 25th, 50th and 75th percentiles was £98,526, £154,873 and £287,269 respectively, of which the salary component was £68,250, £120,000 and £139,200 respectively. Ninety One has a group-wide remuneration policy which applies to all staff globally, including those in the UK. The Directors' Remuneration Policy has been formulated using the same principles which underpin the group-wide remuneration policy. The committee recognises that the Chief Executive Officer pay ratio will fluctuate from year to year due to the variety of factors that will influence this ratio, specifically the fact that the Executive Directors will be measured exclusively on group-wide performance. The committee therefore does not target a specific pay ratio, but will consider trends in the movement of the ratio over time. Ninety One Integrated Annual Report 2022 Changes in the Chief Executive Officer’s remuneration are in line with changes in wider employee remuneration in the UK. The committee is satisfied that these outcomes are reflective of underlying individual performance and contributions, and therefore are consistent with Ninety One’s pay and reward policies. 97 ### Implementation of the Policy in the financial year 2023 Fixed remuneration The Executive Directors’ fixed remuneration is unchanged for the financial year 2023. Fixed remuneration is inclusive of benefits, which are funded by sacrificing a portion of fixed remuneration. Fixed remuneration as at 1 April 2022 Hendrik du Toit £666,000 Kim McFarland £533,000 Strategic ReportGover nanceFinancial StatementsAdditional Information EIP In line with the Policy, the maximum opportunity for EIP awards to be granted to the Executive Directors for the financial year 2023 will be 800% of fixed remuneration. The EIP will reward the achievement of financial and non-financial targets assessed over the one-year, and trailing three-year, period ending 31 March 2023. Performance will be measured relative to threshold, target and stretch achievement levels for financial/quantitative and non-financial/qualitative measures. Award outcomes as a percentage of the maximum award opportunity will be as follows: ɽ threshold: 25% ɽ target: 50% ɽ stretch: 100% For performance between the above levels, the award outcome will be determined on a straight-line basis. The performance measures and weightings will remain unchanged for the financial year 2023, and are as follows: Measurement Performance measure Weighting period Financial/quantitative measures 75% 1 | Real annual growth in adjusted EPS | | 50% | | one and | | | --- | --- | --- | --- | --- | --- | | | 2 | | | | 4 | | Investment performance | | 12.5% | three years | | | 3 Net flows 12.5% Non-financial/qualitative measures Key employee retention and succession planning Relationships and reputation 25% one year Commitment to sustainability Strategic progress 1. Adjusted EPS is the primary measure of Ninety One’s financial performance. Our long-term objective is to grow adjusted earnings consistently, recognising the potentially significant impact of market volatility on financial results. Measured as per the definition of adjusted EPS on page 166. Real growth adjusted for UK CPI. 2. As an active investment manager, investment outperformance is critical to delivering value to our clients. Our objective is to deliver investment outperformance in the long run. As such, performance is measured over multiple time periods, with higher weightings for longer time periods. Measured as the proportion of firm-wide AUM outperforming basic benchmarks on an asset-weighted basis, weighted over one (20% weighting), three (30% weighting) and five (50% weighting) years. 3. The achievement of net flows is a key driver of value. Our long-term objective is to grow and diversify our asset and client base by consistently generating positive net flows. The torque ratio will be the metric used to measure success. 4. 75% of the award will be determined based on performance relative to financial/quantitative measures. This comprises 55% long-term performance (three years) and 20% short-term performance (one year). Financial/quantitative targets The committee devoted significant energy to identifying a range of performance and remuneration outcomes that would ensure that the Executive Directors continue to be incentivised to deliver long-term value for shareholders. The committee considered Ninety One’s historical performance together with the absolute and relative performance of Ninety One’s peers over the long term. The committee believes the targets set in this way are sufficiently challenging. Notwithstanding the targets set, the committee retains discretion under the Policy to apply its judgement when determining final remuneration outcomes, to ensure that these are clearly linked to performance achieved and also reflect the shareholder experience. Directors' Remuneration Report – Annual Report on Remuneration 98 Long-term performance will be measured relative to the following three financial/quantitative targets for the financial year 2025. | Measure | Threshold | Target | Stretch | | --- | --- | --- | --- | | Real annual growth in adjusted EPS | 2.0% p.a. | 4.0% p.a. | 6.0% p.a. | | Investment performance | 50.0% | 62.5% | 75.0% | | Net flows | 1.0% p.a. | 2.5% p.a. | 4.0% p.a. | The long-term financial/quantitative targets for the financial years 2023 and 2024 are included in our Integrated Annual Report 2021, which is available on Ninety One's website (www.ninetyone.com). The adjusted EPS and net flows targets for the short-term performance period ending 31 March 2023 are considered to be commercially sensitive and are therefore not disclosed here. The investment performance targets for this period are as per the table above. The committee will report on the relevant targets set and provide a description of the achievement levels and outcomes against these measures in the Integrated Annual Report 2023. ### Non-financial/qualitative targets The committee has set objectives for the non-financial measures for the financial year 2023, all of which are fundamental to the long-term success of Ninety One. | Measure | Metric | Why it's important | | --- | --- | --- | | Key employee retention and succession planning | The retention and continued development of the senior global leadership team. | Ninety One is a people/business. The stability of its leadership team has a direct impact on the firm's ability to attract and retain assets under management. | | Relationships and reputation | The achievement of consistent relationship outcomes and continued reputation and brand strengthening. | The consistent quality of Ninety One's relationships, together with a culture of good conduct and risk management, informs our brand and bolsters our reputation, and is a source of competitive advantage. | | Commitment to sustainability | The progress against objectives identified by the Board from time to time under Ninety One's sustainability framework. | From the start, Ninety One has been committed to investing for a better tomorrow and sustainability is a key part of our purpose as an active asset manager. We are a long-term focused business, allocating capital on a global basis to meet the future needs of society. Our enduring commitment to sustainability is a key differentiator. | | Strategic progress | The progress against strategic priorities specifically identified by the Board from time to time. This could include growth initiatives in respect of new products, strategies or geographies. | The achievement of strategic priorities will drive the future growth of Ninety One. | ### Chairman and Non-Executive Director fees As described above, following an industry review, the committee has determined that it is appropriate to make a market-based adjustment to the Chairman's base annual fee to bring it in line with the relevant peer group (being, most notably, UK listed asset managers, which the committee believes is the most relevant peer group for this role). It is therefore proposed that the Chairman's base annual fee (inclusive of the Non-Executive Director basic fee) will increase to £175,000 per annum for the financial year 2023 (from its current level of £150,000 per annum). Other than this, the Non-Executive Directors' annual fees are unchanged for the financial year 2023 and are as follows: | | € | | --- | --- | | Chairman fee (inclusive of the Non-Executive Director basic fee) | 175,000 | | Senior Independent Director fee (inclusive of the Non-Executive Director basic fee) | 85,000 | | Non-executive Director basic fee | 70,000 | | Chairs of the Audit and Risk and Human Capital and Remuneration committee additional fee | 25,000 | | Chairs of the Nominations and Directors' Affairs and Sustainability, Social and Ethics committee additional fee | 15,000 | | Committee member supplementary fee | 10,000 | Ninety One Integrated Annual Report 2022 # Directors' service contracts The Executive Directors have entered into rolling service contracts with Ninety One. These contracts are terminable by either party on six months' written notice. Non-Executive Directors have not entered into service contracts with Ninety One. They operate under a letter of appointment under which their appointment can be terminated by either party on three months' written notice, except where the Director is not reappointed by shareholders, in which case termination is with immediate effect. # The Human Capital and Remuneration Committee # The committee's role The committee's terms of reference were reviewed and approved on 1 February 2022 and can be viewed on our website at www.ninetyone.com. The committee is responsible for determining and developing the Group's policies for remuneration of the Chairman of the board, the Executive Directors and senior executives. In determining such policies, the committee will have regard to the need to attract, retain and motivate directors and senior executives of the quality required to run Ninety One successfully, in a way that promotes our strategy and long-term success. It will also consider all factors including relevant legal and regulatory requirements that it deems necessary. This includes the FCA Listing Rules, the UK Corporate Governance Code, the King IV Report on Corporate Governance for South Africa (2016) the Listings Requirements issued by the JSE Limited and where relevant, FCA Remuneration Codes covering MIFIDPRU, AIFMD, UCITS, CRD III and MIFID II, as well as all associated guidance. The committee is also responsible for reviewing all employee remuneration arrangements, to ensure that they are aligned with the strategy, culture and values of Ninety One and the health and wellbeing of all employees. It also monitors and reviews Ninety One's compliance with good corporate governance in respect of human capital matters, including the application of the King IV Code and the Companies Act requirements in South Africa. Lastly, the committee reviews the engagement levels of all employees and ensures that management takes appropriate action to ensure the highest possible levels of engagement. In fulfilling its responsibilities, the committee will work with other Board committees as appropriate. # Committee advisors Deloitte LLP were appointed advisor to the committee for the financial year 2022, having been formally appointed during the year. Deloitte is a founding member of and signatory to the Code of Conduct of the Remuneration Consultants Group. Deloitte attend the committee meetings as appropriate, and provide advice on executive remuneration, best practice and market updates. The committee has formally reviewed the work undertaken by Deloitte and is satisfied that the advice it has received has been objective and independent. Fees paid to Deloitte for executive remuneration consulting during the financial year 2022 were £17,400. Deloitte did not provide any other services to Ninety One during the financial year 2022. # Voting at the 2021 AGM The following table sets out the outcomes in respect of the most recent AGM votes on the Annual Report on Remuneration and the Directors' Remuneration Policy, held on 4 August 2021. | Resolution | % Votes for | % Votes against | % Votes withheld | | --- | --- | --- | --- | | To approve the directors' remuneration report, for the year ended 31 March 2021 | 98.33 | 1.67 | 0.1 | | To approve the directors' remuneration policy | 96.14 | 3.66 | 0.1 | # Colin Keogh Chair of the DLC Human Capital and Remuneration Committee For and on behalf of the Board 99 Strategic Report Governance Financial Statements Additional Information ## Directors’ Report ## The Directors present their report for 100 ## the year ended 31 March 2022. The Strategic Report, the Governance Report and the Ninety One’s Articles, to identify, authorise and manage Annual Report on Remuneration, which form part of this conflicts of interest. In circumstances where a potential Integrated Annual Report include information that would conflict arises, the Board may authorise, in accordance otherwise need to be included in this Directors’ Report. with these Acts and the Articles, any matter which would or might otherwise constitute or give rise to a breach of the ### Directors duty of a Director to avoid a situation in which they have, or can have, a direct interest that conflicts, or possibly may Powers of the Board conflict, with the interest of the Group. The Board may exercise all powers conferred on it by the Articles, which may only be amended by special resolution External directorships of the shareholders at a general meeting. Copies of the Outside business interests of Directors are closely Articles are available on Ninety One’s website monitored and we are satisfied that all of the Directors www.ninetyone.com. have sufficient time to effectively discharge their duties. Ordinary resolutions were passed at the AGM on 4 August Directors’ dealings 2021 authorising the Board to allot shares and other Directors’ dealings in the securities of Ninety One plc and securities up to certain limits. Renewal of these authorities Ninety One Limited are subject to a policy based on the will be sought at the AGM on 26 July 2022. Disclosure Guidance and Transparency Rules and the JSE Listings Requirements. All Directors’ and Company Directors’ guarantees Secretaries’ dealings require the prior approval of the There are no guarantees provided by Ninety One plc or compliance team and the Chairman. Ninety One has its Ninety One Limited for the benefit of the Directors. own internal dealing rules which apply to all staff and which Directors’ interests encompass the requirements of the UK Market Abuse Information on interests in Ninety One’s share capital at Regulations and the South African Financial Markets 31 March 2022 is included in the Directors’ Remuneration Act 2012. Policy and Annual Report on Remuneration on page 92. Directors’ indemnity and insurance During the year, no Director had any interest in any Ninety One’s Articles permit the provision of indemnities to transaction which was unusual in its nature or conditions the Directors. Each of the Directors is entitled to rely on, or was significant to the business of Ninety One, and and has the benefit of, the indemnity against Directors’ which was effected by any Group company in the current liability set out in the Articles. financial year or which remains in any respect outstanding In addition, Ninety One maintains directors’ and officers’ or unperformed. liability insurance cover in respect of legal actions brought The UK and South African Companies Acts require against the Directors and officers. No amounts have been Directors to disclose any direct or indirect material interest paid under this insurance policy. they have in contracts, including proposed contracts, Related parties which are of significance to the Group’s business. Directors Ninety One has processes and policies in place to govern are required to make these disclosures at Board meetings, the review, approval and disclosure of related party and all disclosures made are recorded in the minutes of transactions entered into with Directors, management those meetings. and staff. The DLC Nominations and Directors’ Affairs Conflicts of interest Committee updated the policy and reviewed key related Statutory duties with respect to Directors’ conflicts of party transactions during the year, ensuring that the interest exist under the UK and South African Companies appropriate policies had been complied with. Acts. The Board has also adopted procedures, in line with Ninety One Integrated Annual Report 2022 ### Index to principal Directors’ Report disclosures Relevant information required to be disclosed in the Directors’ Report can be found in the following sections: 101 Information Section in Annual Report Page Directors in office during the year Governance Report 63 Indemnity provisions Directors’ Report 100 Structure of share capital, restrictions on the transfer Directors’ Report 102 to 104 of securities, voting rights and significant shareholders Business model Strategic Report 6 to 7 Future developments Strategic Report 2 to 55 Strategic ReportGover nanceFinancial StatementsAdditional Information Stakeholder engagement Our Stakeholders section of the Strategic Report 16 to 17 Employment practices Our People and Culture section of the Strategic Report 18 to 22 Environmental, social and governance Sustainability section of the Strategic Report 26 to 40 Greenhouse gas emissions Sustainability section of the Strategic Report 37 Risk management in relation to financial instruments Note 20 to the Consolidated Financial Statements 140 to 142 Directors’ contractual and share-based Directors’ Remuneration Policy and Annual Report 81 to 99 remuneration arrangements on Remuneration Corporate governance statement Governance Report 56 to 107 Dividend details Financial Review section of the Strategic Report 46 Post-balance sheet events Note 28 to the Consolidated Financial Statements 154 Forward-looking statements Shareholder Information 168 Disclosure of information to auditor Directors’ Report 105 ### Requirements of UK Listing Rule 9.8.4 Information to be included in the annual report and financial statements under UK Listing Rule 9.8.4, where applicable, can be found as follows: Section Description Location | (2) | Publication of unaudited financial | The results announcement on 18 May 2022 was not audited and | | --- | --- | --- | | | information | is available on Ninety One’s website. | | (4) | Details of long-term incentive schemes | Annual Report on Remuneration pages 87 to 99. | required by Listing Rule 9.4.3 (12) Shareholder waivers of dividends The Trustee of the Ninety One Guernsey Employee Benefit Trust (“EBT”) will waive dividends on any shares it holds in trust. This will not apply to shares it holds as nominee. (13) Shareholder waivers of future dividends The Trustee of the Ninety One Guernsey EBT will waive dividends on any shares it holds in trust. This will not apply to shares it holds as nominee. Directors' Report 102 # Share capital Full details of Ninety One's share capital can be found in note 21 to the consolidated financial statements. # Issued share capital The Ninety One plc shares are denominated in pound sterling and trade on the LSE in pound sterling and on the JSE in South African rand. The issued nominal share capital of Ninety One plc is £92,271.41 comprising: (i) 622,624,622 Ninety One plc ordinary shares of £0.0001 each; (ii) 300,089,454 Ninety One plc special converting shares of £0.0001 each; (iii) one UK DAS of £0.0001; (iv) one UK DAN share of £0.0001; (v) one Ninety One plc special voting share of £0.0001; and (vi) one Ninety One plc special rights share of £0.0001, all of which were fully paid or credited as fully paid. The Ninety One Limited shares are denominated, and trade on the JSE, in South African rand. The issued share capital of Ninety One Limited comprises: (i) 300,089,454 Ninety One Limited ordinary shares; (ii) 622,624,622 Ninety One Limited special converting shares; (iii) one SA DAS share; (iv) one SA DAN share; (v) one Ninety One Limited special voting share; and (vi) one Ninety One Limited special rights share, all of which were issued at no par value. # Rights and obligations The rights attaching to the Ninety One plc shares are uniform in all respects and they form a single class for all purposes, including with respect to voting and for all dividends and other distributions declared, made or paid on the ordinary share capital of Ninety One plc. Subject to the provisions of the UK Companies Act 2006, any equity securities issued by Ninety One plc for cash must first be offered to the holders of Ninety One plc shares in proportion to their holdings. The UK Companies Act 2006 and the UK Listing Rules allow for disapplication of pre-emption rights which may be waived by a special resolution of Ninety One plc, whether generally or specifically, for a maximum period not exceeding five years. The rights attaching to the Ninety One Limited shares are uniform in all respects and they form a single class for all purposes, including with respect to voting and for all dividends and other distributions thereafter declared, made, or paid on the ordinary share capital of Ninety One Limited. Subject to the provisions of the JSE Listings Requirements, any equity securities issued by Ninety One Limited for cash must first be offered to the holders of Ninety One Limited shares in proportion to their holdings. The JSE Listings Requirements allow for disapplication of pre-emption rights which may be waived by a special resolution of Ninety One Limited, whether generally or specifically, for a fixed period of time. In respect of resolutions of each company which is the issuer of such shares, on a show of hands, every shareholder who is present in person shall have one vote and, on a poll, every shareholder present in person or by proxy shall have one vote per share held. Under the terms of the DLC Agreements, any joint electorate action will effectively be voted upon by the holders of both Ninety One plc shares and Ninety One Limited shares acting together as a single decision-making body. Furthermore, under the terms of the DLC Agreements, any class rights action would require the prior approval of the ordinary shareholders in the other companies voting separately and the approval of its own ordinary shareholders voting separately. Joint electorate actions and class rights actions are together expected to cover the majority of the resolutions to be voted upon by the shareholders. The shares do not carry any rights to participate in a distribution (including on a winding-up) other than those that exist under the UK and South African Companies Acts. The Ninety One plc shares will rank pari passu in all respects and the Ninety One Limited shares will rank pari passu in all respects. Ninety One Integrated Annual Report 2022 #### Restrictions on transfer The shares are freely transferable and there are no restrictions on transfer. The Ninety One plc shares will have full transferability between the LSE and the JSE as well as the UK share register and South African branch share register. #### Authority to issue shares The Directors require authority from shareholders in relation to the issue of shares. Whenever shares that constitute equity securities are issued, these must be offered to existing shareholders pro rata to their holdings unless the Directors have been given authority by shareholders to issue shares without offering them first to existing shareholders. Ninety One will seek authority from its shareholders on an annual basis to issue shares up to a maximum amount, of which a defined number may be issued without pre-emption. Disapplication of statutory pre-emption procedures is also sought for rights issues. Relevant resolutions to authorise share capital issuances will be put to shareholders at the 2022 AGM. #### Authority to purchase own shares The Board requires authority from shareholders in relation to the purchase of Ninety One's own shares. Ninety One will seek authority by special resolution on an annual basis for the buyback of its own shares in accordance with applicable law, regulation and other related guidance. A special resolution will be put to shareholders at the 2022 AGM. Full details of Ninety One's purchases of own shares are set out in note 21 to the consolidated financial statements. #### Beneficial owners of shares with "information rights" Beneficial owners of shares who have been nominated by the registered holder of those shares to receive information rights under section 146 of the UK Companies Act 2006 are required to direct all communications to the registered holder of their shares rather than to the company's UK registrar, Computershare Investor Services plc, or to Ninety One directly. #### Shares held in Ninety One employee benefit trusts There are three employee benefit trusts which have been established to facilitate the acquisition of shares in Ninety One plc or Ninety One Limited under employee share plans for the benefit of employees of the Group. The Ninety One South Africa Employee Benefit Trust (the "SA EBT") holds ordinary shares in Ninety One Limited for the benefit of employees based in Africa, while the Ninety One Guernsey Employee Benefit Trust (the "GSY EBT") holds ordinary shares in Ninety One plc for the benefit of employees based outside of Africa. In addition, Ninety One has established an HMRC-approved Share Incentive Plan ("SIP") for the benefit of employees in the UK. The SIP shares are held in trust ("SIP Trust"). Terra Nova Trustees (Phy) Ltd, Zedra Trust Company (Guernsey) Limited and Yorkshire Building Society are the respective Trustees for the SA EBT, GSY EBT and SIP Trust (the "Trustees"). Where the Trustees have allocated shares in respect of specific awards granted under Ninety One's share plans, the holders of such awards may recommend to the Trustees as to how voting rights relating to such shares should be exercised. In respect of shares for which no participant recommendation is made, it is recommended that the Trustees vote in favour of the relevant resolutions. As at 31 March 2022 the SA EBT held 1.05% of the issued share capital of Ninety One Limited, the GSY EBT held 2.18% of the issued share capital of Ninety One plc, and the SIP Trust held 0.13% of the issued share capital of Ninety One plc. Between 31 March 2022 and 10 June 2022 (being the last practicable date prior to the finalisation of this report), the GSY EBT increased its shareholding in Ninety One plc to 2.93%, the SIP Trust increased its shareholding in Ninety One plc to 0.15% and the SA EBT increased its shareholding in Ninety One Limited to 1.29%. 103 Strategic Report Governance Financial Statements Additional Information ![img-14.jpeg](img-14.jpeg) Directors’ Report 1 Public and non-public shareholding ### Shareholder analysis Ninety One Limited Major shareholders | 104 | | | Number of | | | | --- | --- | --- | --- | --- | --- | | | Ninety One Limited | | Ninety One | | % | | | | Limited shares | | of shares | | Based on the Ninety One Limited share register as at | 31 March 2022, the Directors are aware of the following | | | | Public 150,071,422 50.01 | | | | --- | --- | --- | --- | --- | --- | --- | | shareholders directly holding 5% or more of the issued | | | | Non-public 150,018,032 49.99 | | | | shares of Ninety One Limited: | | | | | 2 | | | | | | | Investec Investments | | 91,039,032 30.34 | | | Number | | % | Forty Two Point Two 49,598,067 16.53 | | | | Shareholder | of shares | of shares | | | | | 3 Investec share schemes 5,913,354 1.97 Investec Investments 91,039,032 30.34 Ninety One share schemes 3,141,215 1.05 Forty Two Point Two 49,598,067 16.53 4 Directors and associates 326,364 0.11 Allan Gray 26,543,125 8.85 Total 300,089,454 100.00 Public Investment Corporation 20,864,317 6.95 M&G Investments 17,197,056 5.73 Ninety One plc Coronation Fund Managers 17,075,859 5.69 Number of Ninety One plc % shares of shares Ninety One plc Public 294,066,537 47. 23 Based on the Ninety One plc share register as at | 31 March 2022, the Directors are aware of the following | | | | Non-public 328,558,085 52.77 | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | shareholders directly holding 3% or more of the issued | | | | | 2 | | | | | | | | | Investec plc | | | 139,639,486 22.43 | | | shares of Ninety One plc: | | | | Forty Two Point Two 166,447,688 26.73 | | | | | | | Number | | % | | | 3 | | | | | | | | Investec share schemes | | | | 7,697,708 1.24 | | Shareholder | of shares | of shares | | | | | | | Ninety One share schemes 14,429,007 2.32 Forty Two Point Two 166,447,688 26.73 4 Directors and associates 344,196 0.06 Investec plc 139,639,486 22.43 Total 622,624,622 100.00 Allan Gray 37,549,800 6.03 M&G Investments 33,201,425 5.33 1. As required by JSE Listings Requirements. Analysis at 31 March 2022. Public Investment Corporation 27,922,535 4.48 2. At 31 March 2022, Investec Investments, Investec plc and Forty Two Point Two, held 10% or more of both Ninety One plc and Ninety One Limited and as such are regarded as a non-public shareholder under the JSE Listing On 30 May 2022, Investec Group concluded the Requirements. 3. Certain directors and employees of Ninety One are beneficiaries of these distribution of 15% of their shareholding to Investec’s schemes and as such they are regarded as a non-public shareholder under shareholders, as announced in November 2021. The tables the JSE Listings Requirements. below show the holdings of major shareholders, as at 4. Including any directors of major subsidiaries. 10 June 2022 (being the last practicable date prior to the finalisation of this report), as notified and disclosed ### Political donations to the Group. Ninety One does not make political donations. Ninety One Limited ### Number % Going concern, longer-term prospects and Shareholder of shares of shares ### viability statement Forty Two Point Two 49,598,067 16.53 As described in the statement of viability on page 48, the Public Investment Corporation 42,647,250 14.21 Directors have assessed the viability of Ninety One over a Allan Gray 38,181,799 12.72 period that exceeds the 12 months required by the going M&G Investments 30,158,990 10.05 concern provision. The Board has also performed an Note: Following the Investec Group’s distribution, Investec Investments is no assessment of the principal and emerging risks facing longer a shareholder in Ninety One Limited. Ninety One. The details of this assessment can be found in the Principal Risks section of the Strategic Report on pages Ninety One plc 52 to 55. Number % Shareholder of shares of shares Forty Two Point Two 167,597,688 26.92 Investec plc 93,026,547 14.94 M&G Investments 38,216,854 6.14 Allan Gray 37,601,865 6.04 Public Investment Corporation 33,453,369 5.37 Ninety One Integrated Annual Report 2022 The Board has concluded that it remained appropriate to adopt the going concern basis of accounting in preparing the consolidated financial statements as it believes 105 Ninety One will continue to be in business, with neither the intention nor the necessity of liquidation, ceasing of trading or seeking of protection from creditors pursuant to laws or regulations for at least 12 months from the date of approval of Ninety One’s financial statements. ### Appointment of auditor Resolutions to appoint KPMG LLP and KPMG Inc. (together “KPMG”) as auditors of Ninety One plc and Ninety One Strategic ReportGover nanceFinancial StatementsAdditional Information Limited respectively were passed at the AGM held on 4 August 2021. This is KPMG’s last year as external auditor to Ninety One and resolutions to appoint PwC as Ninety One’s new external auditor for the financial year 2023 will be proposed at the forthcoming AGM. Note 4b to the consolidated financial statements and page 74 set out the auditors’ fees both for audit and non-audit work. ### Disclosure of information to auditor Having made the requisite enquiries, the Directors in office on the date of this report and consolidated financial statements have each confirmed that: ɽ So far as they are aware, there is no relevant audit information of which Ninety One’s auditors are unaware; and ɽ each Director has taken all the steps that they ought to have taken as a Director in order to make themselves aware of any relevant audit information and to establish that Ninety One’s auditors are aware of that information. ### 2022 Annual General Meeting All shareholders are invited to participate in the AGM which will take place on 26 July 2022 and will have the opportunity to put questions to the Board. Details of all resolutions to be proposed at the 2022 AGM will be set out in the Notice of AGM, which will be published ahead of the meeting. By order of the Board. Paula Watts Company Secretary Ninety One plc Ninety One Africa Proprietary Limited Company Secretary Ninety One Limited ## Directors’ Responsibility Statement ## Statement of Directors’ responsibilities in respect 106 ## of the Integrated Annual Report. The Directors are responsible for the preparation and fair financial position of the Group and Parent Company, presentation of the Integrated Annual Report and the and enable them to ensure that its financial statements Group and the Ninety One plc (the “Parent Company”) comply with the UK Companies Act 2006 and the South financial statements in accordance with applicable law African Companies Act 2008. They are responsible for and regulations. such internal controls as they determine are necessary to enable the preparation of financial statements that are free Company law requires the Directors to prepare Group and from material misstatement, whether due to fraud or error, Parent Company financial statements for each financial and have general responsibility for taking such steps as are year. Under these laws they are required to prepare the reasonably open to them to safeguard the assets of the Group financial statements in accordance with UK adopted Group, and prevent and detect fraud and other international accounting standards and International irregularities. Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. Under UK law, Under applicable law and regulations, the Directors are also the Directors have elected to prepare the Parent Company responsible for preparing a Strategic Report, Directors’ financial statements in accordance with UK adopted Report, Directors’ Remuneration Report and Governance international accounting standards. Report that comply with that law and those regulations. Under UK company law, the Directors must not approve the The Directors are responsible for the maintenance and financial statements unless they are satisfied that they give integrity of the corporate and financial information a true and fair view of the state of affairs of the Group and included on Ninety One’s website. Legislation in the UK Parent Company and of their profit or loss for that period. governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. In preparing each of the Group and Parent Company financial statements, the Directors are required to: In accordance with Disclosure Guidance and Transparency Rule 4.1.14R, the financial statements will form part of the ɽ Select suitable accounting policies and then apply annual financial report prepared using the single electronic them consistently; reporting format under the TD ESEF Regulation. The ɽ make judgements and estimates that are reasonable, auditor’s report on these financial statements provides relevant and reliable; no assurance over the ESEF format. ɽ state that the Group financial statements have been prepared in accordance with international accounting ### Responsibility statement of the Directors standards in conformity with the requirements of the UK We confirm that to the best of our knowledge: Companies Act 2006 and IFRS as issued by the International Accounting Standards Board; ɽ The financial statements, prepared in accordance with the applicable set of accounting standards, present ɽ state that the Parent Company financial statements fairly and give a true and fair view of the assets, have been prepared in accordance with UK-adopted liabilities, financial position and profit or loss of the international accounting standards and as applied Parent Company and the undertakings included in in accordance with the provisions of the UK Companies the consolidation taken as a whole; and Act 2006; ɽ the Directors’ Report and Strategic Report include a ɽ assess the Group’s and Parent Company’s ability to fair review of the development and performance of the continue as a going concern, disclosing, as applicable, business and the position of the Parent Company and matters related to going concern; and the undertakings included in the consolidation taken as ɽ use the going concern basis of accounting, unless they a whole, together with a description of the principal either intend to liquidate the Group or the Parent risks and uncertainties that they face. Company or to cease operations or have no realistic alternative but to do so. We consider the Integrated Annual Report, taken as a whole, to be fair, balanced and understandable, and believe The Directors are responsible for keeping an effective it provides the information necessary for shareholders to system of risk management, and for maintaining adequate assess the Group’s position and performance, business accounting records that sufficiently show and explain the model and strategy. Group’s and Parent Company’s transactions – as well as disclose, with reasonable accuracy, at any time, the Ninety One Integrated Annual Report 2022 ### Approval of the annual financial statements Certificate by the Company Secretary ### The annual financial statements, which comprise the DLC of Ninety One Limited 107 Audit and Risk Committee Report on pages 70 to 74, the In terms of section 88(2)(e) of the South African Directors’ Report on pages 100 to 105, the Certificate Companies Act 2008, we hereby certify that, to the best of the Company Secretary on page 107, and the of our knowledge and belief, Ninety One Limited has consolidated and Ninety One plc Parent Company lodged with the South African Companies and Intellectual financial statements on pages 110 to 163, were approved Property Commission, for the financial year ended by the Board on 13 June 2022. 31 March 2022, all such returns and notices as are required in terms of the Act and that all such returns and notices are The Directors, whose names are stated below, hereby true, correct and up to date. confirm that: ɽ The consolidated financial statements fairly present in Strategic ReportGover nanceFinancial StatementsAdditional Information all material respects the financial position, financial Ninety One Africa Proprietary Limited performance and cash flows of the issuer in terms Company Secretary Ninety One Limited of IFRS; ɽ no facts have been omitted or untrue statements made that would make the consolidated financial statements false or misleading; ɽ internal financial controls have been put in place to ensure that material information relating to the issuer and its consolidated subsidiaries have been provided to effectively prepare the consolidated financial statements of the issuer; and ɽ the internal financial controls are adequate and effective and can be relied upon in compiling the consolidated financial statements, having fulfilled our role and function within the combined assurance model pursuant to principle 15 of King IV in South Africa. Where we are not satisfied, we have disclosed to the DLC Audit and Risk Committee and the auditors the deficiencies in design and operational effectiveness of the internal financial controls and any fraud that involves Directors and have taken the necessary remedial action. On behalf of the Board Hendrik du Toit Kim McFarland Chief Executive Officer Finance Director ## Financial Statements 108 110 Independent Auditor’s Reports 120 Consolidated Financial Statements 156 Annexure to the Consolidated Financial Statements 158 Ninety One plc Company Financial Statements Preparation of Annual Financial Statements These are the annual financial statements of Ninety One DLC for the year ended 31 March 2022. They have been prepared by management under the supervision of the Finance Director, Kim McFarland CA(SA). Investing for a world of change Rhinos were completely wiped out in the Manas National Park area in 2005. In time, initial efforts (under the Indian Rhino Vision 2020 initiative) to relocate one female rhino in 2007 started shifting the needle, and this programme subsequently led to the grandchild of that first rhino being born in 2017. Since then, Manas saw three generations of greater one-horned rhinos roam this wilderness once more. 109 Strategic ReportGovernanceFinancial StatementsAdditional Information ## Independent Auditor’s Report ### to the Members of Ninety One plc ### 1. Our opinion is unmodified Overview Materiality: £12.7m (2021: £8.6m) We have audited the financial statements of Ninety One 110 Group financial 5.0% (2021: 4.2%) of plc(“the Group”) for the year ended 31 March 2022 which statements as a whole Group profit before tax excluding gain comprise the Consolidated Statement of Comprehensive on disposal of subsidiaries Income, the Consolidated and Company Statements of Key audit matters vs 2021 Financial Position, the Consolidated and Company Recurring risks Group risk: Statements of Changes in Equity, the Consolidated and Revenue recognition Company Statements of Cash Flows and the related notes, Parent Company risk: including the accounting policies in note 1 to the Group recoverability of parent | financial statements and notes to the Company financial | | Company’s investment | | --- | --- | --- | | statements. | | insubsidiary undertaking | | In our opinion: | 2. Key audit matters: our assessment | | ɽ the financial statements give a true and fair view of the ### ofrisksof material misstatement state of the Group’s and of the parent Company’s affairs Key audit matters are those matters that, in our professional as at 31 March 2022 and of the Group’s profit for the judgement, were of most significance in the audit of the year then ended; financial statements and include the most significant ɽ the Group financial statements have been properly assessed risks of material misstatement (whether or not prepared in accordance with UK-adopted international due to fraud) identified by us, including those which had accounting standards; the greatest effect on: the overall audit strategy; the ɽ the parent Company financial statements have been allocation of resources in the audit; and directing the properly prepared in accordance with UK-adopted efforts of the engagement team. international accounting standards and as applied in accordance with the provisions of the Companies Act We summarise below the key audit matters, in decreasing 2006; and order of audit significance, in arriving at our audit opinion above, together with our key audit procedures to address ɽ the financial statements have been prepared in those matters and our findings from those procedures in accordance with the requirements of the Companies order that the Company’s members, as a body, may better Act 2006. understand the process by which we arrived at our audit Basis for opinion opinion. These matters were addressed, and our findings We conducted our audit in accordance with International are based on procedures undertaken, in the context of, Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. andsolely for the purpose of, our audit of the financial Our responsibilities are described below. We believe that statements as a whole, and in forming our opinion thereon, the audit evidence we have obtained is a sufficient and and consequently are incidental to that opinion, and we do appropriate basis for our opinion. Our audit opinion is not provide a separate opinion on these matters. consistent with our report to the DLC Audit and Risk Committee. We were first appointed as auditor by the directors when Ninety One plc was set up as part of the demerger from Investec plc and then re-appointed by shareholders duringan AGM held on 4 August 2021. The period of totaluninterrupted engagement is for the three financial years ended 31 March 2022. We have fulfiled our ethical responsibilities under, and we remain independent of theGroup in accordance with, UK ethical requirements including the FRC Ethical Standard as applied to public interest entities. No non-audit services prohibited by that standard were provided. Ninety One Integrated Annual Report 2022 The risk Our response 111 Group risk: Data capture and calculation error Our procedures included: Revenue recognition Revenue is the most significant item Procedures in relation to fee rates: Refer to page 128 (accounting in the Consolidated Statement of ɼ Control design and operation: We tested the design policy) and page 127 (financial Comprehensive Income and represents an and operating effectiveness of controls over the disclosures). area that had the greatest effect on overall integrity of system data for fee rates and over new group audit. Revenue largely comprises andamended fee agreements. of management fee income which results ɼ Test of details: We agreed a selection of fee from the business activities of the Group. ratesused in the system calculation to the original The two key components to management investment management agreements (“IMAs”), fee fee calculations are fee rates to be letters or fund prospectuses outlining the latest applied and the amount of assets under effective fee rates. Strategic ReportGovernanceFinancial StatementsAdditional Information management (“AUM”). Procedures in relation to AUM: The following are identified as the key risks for management fee income: ɼ Control design and operation: For institutional management fees, we tested the design ɼ Risk in relation to fee rates: There is a andoperating effectiveness of controls over the risk that fee rates have not been entered production of AUM valuations used in calculating appropriately into the fee calculation management fees. and billing systems when new clients ɼ For retail management fees, we inspected the internal areon boarded or agreements are controls reports prepared by the outsourced service amended. organisations (in particular StateStreet) to check ɼ Risk in relation to AUM: There is a risk whether the key controls over the production of AUM that AUM data from the third-party valuations used in calculated management fees were service providers and other in-house designed and operating effectively. systems is not complete or/and | accurate. | General procedures: | | --- | --- | | ɼ Risk in relation to calculation of | ɼ Test of details: We independently recalculated 100% | | management fee income: There is | of in scope management fee income and agreed the | | arisk that management fee income | recalculated fees to the general ledger records. | isincorrectly calculated. ɼ Assessing transparency: We considered the adequacy of the disclosures made in respect of revenue against the relevant accounting standards. Our findings: ɼ We found no errors in the Group’s calculation of its Management fee income (2021: no errors). Parent Company risk: Low risk, high value We performed the tests below rather than seeking recoverability of parent to rely on any of the Group’s controls because the The carrying amount of the parent Company’s investment nature of the balance is such that we would expect to Company’s investment in subsidiary insubsidiary undertaking obtain audit evidence primarily through the detailed undertaking represents 99.2% (2021: procedures described. (£915.3 million; 99.3%) of the parent Company’s total 2021:£915.3million) assets. Its recoverability is not at a high Our procedures included: risk of significant misstatement or subject Refer to page 161 (accounting ɼ Test of details: We compared the carrying amount to significant judgement. However, due policy) and page 161 (financial ofthe investment balance to audited net assets of the to its materiality in the context of the disclosures). subsidiary to identify whether its net assets, being an parent Company financial statements, approximation of its minimum recoverable amount, this is considered to be the area that had were in excess of its carrying amount and inspected the greatest effect on our overall parent that the subsidiary had historically been profit making. Company audit. Our findings ɼ We found the parent Company’s conclusion that there is no impairment of its investment in subsidiary undertaking to be balanced (2021: balanced). Independent Auditor's Report to the Members of Ninety One Plc 112 ### 3. Our application of materiality and an overview of the scope of our audit Materiality for the Group financial statements as a whole was set at £12.7 million (2021: £8.6 million), determined with reference to a benchmark of Group profit before tax excluding gain on disposal of subsidiaries for the year ended 31 March 2022 ("Normalised Group PBT"), of which it represents 5.0%. Materiality for the parent Company financial statements as a whole was set at £0.92 million (2021: £0.92 million) for Ninety One plc, determined with reference to a benchmark of the parent Company's total assets as at 31 March 2022, of which it represents 0.1% (2021: 0.1%). Performance materiality for the Group and parent Company was set at 75% (2021: 75%) of materiality for the financial statements as a whole, which equates to £9.5 million (2021: £6.4 million) for the Group and £0.69 million (2021: £0.69 million) for the parent Company. We applied this percentage in our determination of performance materiality because we did not identify any factors indicating an elevated level of risk. We agreed to report to the DLC Audit and Risk Committee any corrected or uncorrected identified misstatements exceeding £0.63 million (2021: £0.43 million), in addition to other identified misstatements that warranted reporting on qualitative grounds. In addition, we applied materiality of £53.9 million (2021: £39.0 million) to the unit-linked assets and liabilities balances in the consolidated financial position and related notes, determined with reference to a benchmark of total assets as at 31 March 2022, of which it represents 0.5% (2021: 0.4%). This materiality was applied solely for our work on matters for which a misstatement is likely only to lead to a reclassification between line items within assets and liabilities, in accordance with FRC Practice Note 20 The Audit of Insurers in the United Kingdom. We agreed to report to the DLC Audit and Risk Committee any corrected or uncorrected classification misstatements in unit-linked assets and liabilities exceeding £2.3 million (2021: £1.7 million). All audit procedures are completed by the UK and South African component teams. Of the Group's two reporting components, we subjected both to audits for Group reporting purposes. These audits covered 100% of Group net revenue; 100% of Group profit before tax; 100% of total Group assets; and 100% of total Group expenses. All audit procedures are completed by the Group audit team in the UK and the South African component team. All audit procedures were performed remotely including using video and telephone conference meetings on account of travel restrictions (2021: the same). The audit of the parent company was performed by the Group team in the UK. The scope of the audit work performed was predominately substantive as we placed limited reliance upon the Group's internal control over financial reporting. Normalised Group PBT £252.2m (2021: £204.1m) ![img-15.jpeg](img-15.jpeg) Group materiality £12.7m (2021: £8.6m) Group net revenue ![img-16.jpeg](img-16.jpeg) Group total assets ![img-17.jpeg](img-17.jpeg) Full scope for group audit purposes 2022 Group profit before tax Group total expenses ![img-18.jpeg](img-18.jpeg) ### 4. The impact of climate change on our audit We considered whether the going concern disclosure in note 1 to the financial statements gives a full and accurate In planning our audit, we have considered the potential description of the directors’ assessment of going concern. 113 impacts of climate change on the Group’s business and We assessed the completeness of the going concern itsfinancial statements. disclosure. Climate change impacts the Group in a variety of ways Our conclusions based on this work: including the impact of climate risk on the portfolios it manages on behalf of investors, potential reputational risk ɽ we consider that the directors’ use of the going concern associated with the Group’s delivery of its climate related basis of accounting in the preparation of the financial initiatives, and greater emphasis on climate related statements is appropriate: narrative and disclosure in the Integrated Annual Report. ɽ we have not identified, and concur with the directors’ assessment that there is not, a material uncertainty As a part of our audit, we have made enquiries of Strategic ReportGovernanceFinancial StatementsAdditional Information related to events or conditions that, individually or management to understand the extent of the potential collectively, may cast significant doubt on the Group’s impact of climate change risk on the Group’s financial or the parent Company’s ability to continue as a going statements and the Group’s preparedness for this. We have concern for the going concern period; performed a risk assessment of how the impact of climate ɽ we have nothing material to add or draw attention to change may affect the financial statements and our audit. inrelation to the directors’ statement in note 1 to the On the basis of the risk assessment procedures performed financial statements on the use of the going concern above and taking into account the short-term settlement basis of accounting with no material uncertainties that cycle of the assets on the Group’s balance sheet, we may cast significant doubt over the Group’s and the concluded that there was no significant impact from parent Company’s use of that basis for the going climate change on our key audit matters. concern period, and we found the going concern disclosure in note 1 to be acceptable; and We have also read the disclosure of climate related information in the front half of the Integrated Annual Report ɽ the related statement under the Listing Rules set out as set out on pages 26 to 40 and considered consistency onpage 104 is materially consistent with the financial with the financial statements and our audit knowledge. statements and our audit knowledge. Wehave not been engaged to provide assurance over theaccuracy of these disclosures. However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that ### 5. Going concern werereasonable at the time they were made, the above The directors have prepared the financial statements on the conclusions are not a guarantee that the Group or the going concern basis as they do not intend to liquidate the parent Company will continue in operation. Group or the parent Company or to cease its operations, and as they have concluded that the Group’s and the parent ### 6. Fraud and breaches of laws and Company’s financial position means that this is realistic. ### regulations – ability to detect They have also concluded that there are no material Identifying and responding to risks of uncertainties that could have cast significant doubt over materialmisstatement due to fraud itsability to continue as a going concern for at least a To identify risks of material misstatement due to fraud yearfrom the date of approval of the financial statements (“fraud risks”) we assessed events or conditions that (“thegoing concern period”). couldindicate an incentive or pressure to commit fraud orprovide an opportunity to commit fraud. Our risk We used our knowledge of the Group, its industry and assessment procedures included: operating model, and the general economic environment to identify the inherent risks to its business model and ɽ Enquiring of directors, the DLC Audit and Risk analysed how those risks might affect the Group’s and the Committee, internal audit and legal counsel and parent Company’s financial resources or ability to continue inspection of policy documentation as to the Group’s operations over the going concern period. The risk that we high-level policies and procedures to prevent and considered most likely to adversely affect the Group’s and detect fraud, including the internal audit findings, and parent Company’s available financial resources over this the Group’s channel for “whistleblowing”, as well as period was the impact of significant adverse market whether they have knowledge of any actual, suspected movements on AUM. or alleged fraud. We considered whether reasonable, but plausible ɽ Reading Board and DLC Audit and Risk Committee downside assumptions over asset under management minutes. levels could result in insufficient financial resources being ɽ Considering remuneration incentive schemes and available to settle financial obligations as they fall due for a performance targets for management. period of at least 12 months from the date of the approval ɽ Using analytical procedures to identify any usual or of these financial statements. unexpected relationships. Independent Auditor’s Report to the Members of Ninety One Plc We communicated identified fraud risks throughout the Firstly, the Group is subject to laws and regulations that audit team and remained alert to any indications of fraud directly affect the financial statements including financial 114 throughout the audit. reporting legislation (including related companies’ legislation), distributable profits legislation and taxation As required by auditing standards and taking into account legislation and we assessed the extent of compliance with our overall knowledge of the control environment, we these laws and regulations as part of our procedures on perform procedures to address the risk of management the related financial statement items. override of controls, in particular the risk that management may be in a position to make inappropriate accounting Secondly, the Group is subject to many other laws and entries. On this audit we do not believe there is a fraud risk regulations where the consequences of non-compliance related to revenue recognition because there is considered could have a material effect on amounts or disclosures in to be a limited opportunity for fraudulent revenue to be the financial statements, for instance through the recorded given the high level of automation and the simple imposition of fines or litigation or the loss of the Group’s nature of the Group’s revenue streams. license to operate. We identified the following areas as those most likely to have such an effect: the Disclosure We did not identify any additional fraud risks. Guidance and Transparency Rules, specific areas of regulatory capital and liquidity, conduct including Client In determining the audit procedures, we took into account Assets, money laundering, market abuse regulations and the results of our evaluation and testing of the operating certain aspects of company legislation recognising the effectiveness of some of the Group-wide fraud risk financial and regulated nature of the Group’s activities and management controls. its legal form. We also performed procedures including: Auditing standards limit the required audit procedures to ɽ Identifying journal entries and other adjustments to test identify non-compliance with these laws and regulations based on risk criteria and comparing the identified toenquiry of the directors and inspection of regulatory entries to supporting documentation. These included andlegal correspondence, if any. Therefore, if a breach those posted by senior finance management, those ofoperational regulations is not disclosed to us or evident posted to unusual accounts, and those with description from relevant correspondence, an audit will not detect containing key high-risk wording. thatbreach. Identifying and responding to risks of material Context of the ability of the audit to detect fraud misstatement due to non-compliance with laws orbreaches of law or regulation andregulations Owing to the inherent limitations of an audit, there is an We identified areas of laws and regulations that could unavoidable risk that we may not have detected some reasonably be expected to have a material effect on the material misstatements in the financial statements, even financial statements from our general commercial and though we have properly planned and performed our audit sector experience, and through discussion with the directors in accordance with auditing standards. For example, the (as required by auditing standards), and from inspection further removed non-compliance with laws and regulations ofthe Group’s regulatory and legal correspondence and is from the events and transactions reflected in the financial discussed with the directors the policies and procedures statements, the less likely the inherently limited procedures regarding compliance with laws and regulations. required by auditing standards would identify it. As the Group is regulated, our assessment of risks involved In addition, as with any audit, there remained a higher risk gaining an understanding of the control environment ofnon-detection of fraud, as these may involve collusion, including the entity’s procedures for complying with forgery, intentional omissions, misrepresentations, or the regulatory requirements, how they analyse identified override of internal controls. Our audit procedures are breaches and assessing whether there were any designed to detect material misstatement. We are not implications of identified breaches on our audit. responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all We communicated identified laws and regulations laws and regulations. throughout our team and remained alert to any indications of non-compliance throughout the audit. This included communication from the Group audit team to component audit teams of relevant laws and regulations identified at the Group level, and a request for component auditors to report to the Group team any instances of non-compliance with laws and regulations that could give rise to a material misstatement at the Group. The potential effect of these laws and regulations on the financial statements varies considerably. Ninety One Integrated Annual Report 2022 ### 7. We have nothing to report on the other We are also required to review the statement of viability, set out on page 48 under the Listing Rules. Based on the above ### information in the Integrated Annual Report procedures, we have concluded that the above disclosures 115 The directors are responsible for the other information are materially consistent with the financial statements and presented in the Integrated Annual Report together with the our audit knowledge. financial statements. Our opinion on the financial statements does not cover the other information and, accordingly, Our work is limited to assessing these matters in the wedo not express an audit opinion or, except as explicitly context of only the knowledge acquired during our stated below, any form of assurance conclusion thereon. financial statements audit. As we cannot predict all future events or conditions and as subsequent events may result Our responsibility is to read the other information and, in outcomes that are inconsistent with judgements that indoing so, consider whether, based on our financial were reasonable at the time they were made, the absence statements audit work, the information therein is materially of anything to report on these statements is not a guarantee Strategic ReportGovernanceFinancial StatementsAdditional Information misstated or inconsistent with the financial statements or as to the Group’s and parent Company’s longer-term our audit knowledge. Based solely on that work we have not viability. identified material misstatements in the other information. Corporate governance disclosures Strategic Report and Directors’ Report We are required to perform procedures to identify whether Based solely on our work on the other information: there is a material inconsistency between the directors’ ɽ we have not identified material misstatements in the corporate governance disclosures and the financial Strategic Report and the Directors’ Report; statements and our audit knowledge. ɽ in our opinion the information given in those reports Based on those procedures, we have concluded that each forthe financial year is consistent with the financial of the following is materially consistent with the financial statements; and statements and our audit knowledge: ɽ in our opinion those reports have been prepared in accordance with the Companies Act 2006. ɽ the directors’ statement that they consider that the Integrated Annual Report and financial statements Directors’ Remuneration Report taken as a whole is fair, balanced and understandable, In our opinion the part of the Directors’ Remuneration and provides the information necessary for shareholders Report to be audited has been properly prepared in to assess the Group’s position and performance, accordance with the Companies Act 2006. business model and strategy; ɽ the section of the Integrated Annual Report describing Disclosures of emerging and principal risks and the work of the DLC Audit and Risk Committee, longer-term viability including the significant issues that the DLC Audit and We are required to perform procedures to identify whether Risk Committee considered in relation to the financial there is a material inconsistency between the directors’ statements, and how these issues were addressed; and disclosures in respect of emerging and principal risks and the viability statement, and the financial statements and ɽ the section of the Integrated Annual Report that our audit knowledge. describes the review of the effectiveness of the Group’s risk management and internal control systems. Based on those procedures, we have nothing material to add or draw attention to in relation to: We are required to review the part of the Corporate Governance Statement relating to the Group’s compliance ɽ the directors’ confirmation on page 52 that they have with the provisions of the UK Corporate Governance Code carried out a robust assessment of the emerging and specified by the Listing Rules for our review. We have principal risks facing the Group, including those that nothing to report in this respect. would threaten its business model, future performance, solvency and liquidity; ɽ the Principal Risks disclosures describing these risks and how emerging risks are identified, and explaining how they are being managed and mitigated; and ɽ the directors’ explanation in the statement of viability ofhow they have assessed the prospects of the Group, over what period they have done so and why they considered that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over theperiod of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions. Independent Auditor’s Report to the Members of Ninety One Plc ### 8. We have nothing to report on the other 10. The purpose of our audit work and to ### matters on which we are required to report whom we owe our responsibilities 116 ### by exception This report is made solely to the Company’s members, asabody, in accordance with Chapter 3 of Part 16 of the Under the Companies Act 2006, we are required to report Companies Act 2006 and the terms of our engagement by to you if, in our opinion: the Company. Our audit work has been undertaken so that ɽ adequate accounting records have not been kept by the we might state to the Company’s members those matters parent Company, or returns adequate for our audit have we are required to state to them in an auditor’s report not been received from branches not visited by us; or and further matters we are required to state to them in ɽ the parent Company financial statements and the part accordance with the terms agreed with the Company, and of the Directors’ Remuneration Report to be audited are for no other purpose. To the fullest extent permitted by law, not in agreement with the accounting records and we do not accept or assume responsibility to anyone other returns; or than the Company and the Company’s members, as a ɽ certain disclosures of directors’ remuneration specified body, for our audit work, for this report, or for the opinions by law are not made; or we have formed. ɽ we have not received all the information and explanations we require for our audit. Jatin Patel (Senior Statutory Auditor) We have nothing to report in these respects. for and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants ### 9. Respective responsibilities 15 Canada Square Directors’ responsibilities London E14 5GL As explained more fully in their statement set out on page 106, the directors are responsible for: the preparation of the 13 June 2022 financial statements including being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group’s and the parent Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. A fuller description of our responsibilities is provided on the FRC’s website at www.frc.org.uk/auditorsresponsibilities. The Company is required to include these financial statements in an annual financial report prepared using the single electronic reporting format specified in the TD ESEF Regulation. This auditor’s report provides no assurance over whether the annual financial report has been prepared in accordance with that format. Ninety One Integrated Annual Report 2022 ## Independent Auditor’s Report ### to the Shareholders of Ninety One Limited ### Report on the audit of the consolidated Basis for opinion We conducted our audit in accordance with International ### financial statements Standards on Auditing (“ISAs”). Our responsibilities under 117 Opinion those standards are further described in the Auditor’s We have audited the consolidated financial statements of responsibilities for the audit of the consolidated financial Ninety One Limited (the Group as defined in the notes to statements section of our report. We are independent of the consolidated financial statements) set out on pages the Group in accordance with the Independent Regulatory 120 to 157, which comprise the consolidated statement Board for Auditors’ Code of Professional Conduct of financial position as at 31 March 2022, and the for Registered Auditors (“IRBA Code”) and other consolidated statement of comprehensive income, the independence requirements applicable to performing consolidated statement of changes in equity and the audits of financial statements in South Africa. We have consolidated statement of cash flows for the year then fulfilled our other ethical responsibilities in accordance ended, and notes to the consolidated financial statements, Strategic ReportGovernanceFinancial StatementsAdditional Information with the IRBA Code and in accordance with other ethical including a summary of significant accounting policies, the requirements applicable to performing audits in South annexure to the consolidated financial statements and the Africa. The IRBA Code is consistent with the corresponding specified remuneration disclosures marked as audited sections of the International Ethics Standards Board for included in the Annual Report on Remuneration. Accountants’ International Code of Ethics for Professional Accountants (including International Independence In our opinion, the consolidated financial statements present Standards). We believe that the audit evidence we have fairly, in all material respects, the consolidated financial obtained is sufficient and appropriate to provide a basis position of Ninety One Limited as at 31 March 2022, and for our opinion. itsconsolidated financial performance and consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards and the requirements of the Companies Act of South Africa. Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Revenue recognition Refer to note 2: Segmental reporting and note 3: Net revenue to the consolidated financial statements Key audit matter How the matter was addressed in our audit Revenue is the most significant item in the consolidated statement Our procedures included: of comprehensive income. Revenue largely comprises of Procedures in relation to fee rates: management fees which results from the business activities ɼ We tested the design and operating effectiveness of key controls of the Group. over the integrity of system data related to fee rates and over The two key components to management fee calculations are the new and amended fee agreements. agreed percentages (“fee rates”) that are applied to the assets ɼ We agreed a selection of fee rates used in the system calculation under management (“AUM”). to the original investment management agreements (“IMAs”), The following are identified as the key risks for management fees: fee letters or fund prospectuses outlining the latest effective fee rates. ɼ There is a risk that fee rates have not been accurately entered into the fee calculation and billing systems when new clients are Procedures in relation to AUM: onboarded or agreements are amended. ɼ For institutional management fees, we tested the design and ɼ There is a risk that AUM data from the third-party service operating effectiveness of key controls over the production of providers and other in-house systems is not complete or/and AUM valuations used in calculating management fees. accurate. ɼ For retail management fees, we inspected the internal controls ɼ There is a risk that management fees are incorrectly calculated reports prepared by the outsourced service organisations to given the volume of transactions throughout the year. understand if the key controls over the production of AUM ɼ There is a risk that management fees are not disclosed in line valuations used in calculating management fees were designed with the requirements of IFRS 15 Revenue from Contracts with and operating effectively. Customers (“IFRS 15”). General procedures: Due to the work effort required by the audit team, revenue ɼ We independently recalculated 100% of the management fees recognition related to management fees was determined to be a balance and agreed the recalculated fees to the management key audit matter. fees recognised in the general ledger. ɼ We considered the adequacy of the disclosures made in respect of revenue in accordance with IFRS 15. Independent Auditor’s Report to the Shareholders of Ninety One Limited Other information Auditor’s responsibilities for the audit of the The directors are responsible for the other information. consolidated financial statements 118 Theother information comprises the information included Our objectives are to obtain reasonable assurance about in the document titled “Ninety One Integrated Annual whether the consolidated financial statements as a whole Report 2022”, which includes the Directors’ Report, the are free from material misstatement, whether due to fraud DLC Audit and Risk Committee Report and the Certificate or error, and to issue an auditor’s report that includes our by the Company Secretary as required by the Companies opinion. Reasonable assurance is a high level of assurance, Act of South Africa, but excludes the specified remuneration but is not a guarantee that an audit conducted in disclosures marked as audited included in the Annual Report accordance with ISAs will always detect a material on Remuneration. The other information does not include misstatement when it exists. Misstatements can arise from the consolidated financial statements and our auditor’s fraud or error and are considered material if, individually report thereon. orin the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the Our opinion on the consolidated financial statements does basis of these consolidated financial statements. not cover the other information and we do not express an audit opinion or any form of assurance conclusion thereon. As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional In connection with our audit of the consolidated financial scepticism throughout the audit. We also: statements, our responsibility is to read the other information ɽ Identify and assess the risks of material misstatement and, in doing so, consider whether the other information ofthe consolidated financial statements, whether due ismaterially inconsistent with the consolidated financial to fraud or error, design and perform audit procedures statements or our knowledge obtained in the audit, or responsive to those risks, and obtain audit evidence that otherwise appears to be materially misstated. If,based on is sufficient and appropriate to provide a basis for our the work we have performed, we conclude thatthere is opinion. The risk of not detecting a material misstatement amaterial misstatement of this other information, we are resulting from fraud is higher than for one resulting from required to report that fact. We have nothing to report in error, as fraud may involve collusion, forgery, intentional this regard. omissions, misrepresentations, or the override of internal control. Responsibilities of the directors for the consolidated financial statements ɽ Obtain an understanding of internal control relevant The directors are responsible for the preparation and fair tothe audit in order to design audit procedures that presentation of the consolidated financial statements areappropriate in the circumstances, but not for the inaccordance with International Financial Reporting purpose of expressing an opinion on the effectiveness Standards and the requirements of the Companies Act of of the Group’s internal control. South Africa, and for such internal control as the directors ɽ Evaluate the appropriateness of accounting policies determine is necessary to enable the preparation of used and the reasonableness of accounting estimates consolidated financial statements that are free from and related disclosures made by the directors. material misstatement, whether due to fraud or error. ɽ Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and based In preparing the consolidated financial statements, the onthe audit evidence obtained, whether a material directors are responsible for assessing the Group’s ability uncertainty exists related to events or conditions that to continue as a going concern, disclosing, as applicable, may cast significant doubt on the Group’s ability to matters related to going concern and using the going continue as a going concern. If we conclude that a concern basis of accounting unless the directors either material uncertainty exists, we are required to draw intend to liquidate the Group or to cease operations, or attention in our auditor’s report to the related disclosures have no realistic alternative but to do so. in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Ourconclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern. Ninety One Integrated Annual Report 2022 ɽ Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial 119 statements represent the underlying transactions and events in a manner that achieves fair presentation. ɽ Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our auditopinion. Strategic ReportGovernanceFinancial StatementsAdditional Information We communicate with the directors regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during ouraudit. We also provide the directors with a statement that we have complied with relevant ethical requirements regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with the directors, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. ### Report on other legal and regulatory ### requirements In terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December 2015, we report that KPMG Inc. has been the auditor of Ninety One Limited for three years. Yours faithfully KPMG Inc. Per GS Kolbé Chartered Accountant (SA) Registered Auditor Director 13 June 2022 # Consolidated Statement of Comprehensive Income For the year ended 31 March 2022 120 | | Notes | 2022 £'m | 2021 £'m | | --- | --- | --- | --- | | Revenue | 2 | 795.1 | 755.9 | | Commission expense | | (131.2) | (130.8) | | **Net revenue** | 3 | **663.9** | **625.1** | | Operating expenses | 4 | (416.3) | (425.0) | | Share of profit from associates | | 0.4 | 0.6 | | Net gain on investments and other income | 5 | 4.3 | 10.9 | | **Operating profit** | | **252.3** | **216.6** | | Interest income | 6 | 3.9 | 2.4 | | Interest expense | 6 | (4.0) | (3.9) | | **Profit before tax and exceptional items** | | **252.2** | **210.1** | | **Exceptional items** | | | | | Gain on disposal of subsidiaries | 7(a) | 14.9 | — | | Financial impact of group restructures | 7(b) | — | (6.0) | | **Profit before tax** | | **267.1** | **204.1** | | Tax expense | 8 | (61.8) | (49.5) | | **Profit after tax** | | **205.3** | **154.6** | | **Other comprehensive income** | | | | | Items that will not be reclassified to profit or loss: | | | | | Net remeasurements on pension fund obligation | 18 | 0.5 | 1.1 | | Tax effect of items that will not be reclassified to profit or loss | | 1.3 | (0.1) | | Items that may be reclassified subsequently to profit or loss: | | | | | Exchange differences on translation of foreign subsidiaries | | 9.1 | 5.1 | | Exchange differences on translation of related assets and liabilities classified as held for sale | | — | 0.3 | | Exchange differences transferred to profit or loss | | 0.3 | — | | **Other comprehensive income for the year** | | **11.2** | **6.4** | | **Total comprehensive income for the year** | | **216.5** | **165.0** | | **Profit attributable to:** | | | | | Shareholders | | 205.3 | 154.4 | | Non-controlling interests | | — | 0.2 | | **Profit for the year** | | **205.3** | **154.6** | | **Total comprehensive income attributable to:** | | | | | Shareholders | | 216.5 | 160.8 | | Non-controlling interests | | — | 0.2 | | **Total comprehensive income for the year** | | **216.5** | **165.0** | | **Earnings per share (pence)** | | | | | Basic | 9(a) | 22.6 | 16.9 | | Diluted | 9(a) | 22.4 | 16.8 | Ninety One Integrated Annual Report 2022 ## Consolidated Statement of ## FinancialPosition ### At 31 March 2022 2022 2021 Notes £’m £’m 121 Assets Investments 11 9.2 5.5 Investment in associates 0. 9 0.7 | Property and equipment | 12 26.6 30.7 | | --- | --- | | Right-of-use assets | 13 83 .1 90.3 | | Deferred tax assets | 14 2 8.1 24 . 8 | Other receivables 3.3 3 .0 Total non-current assets 151 . 2 1 55.0 Strategic ReportGovernanceFinancial StatementsAdditional Information Investments 11 61.9 76. 8 Linked investments backing policyholder funds 15 10,7 85.9 9,0 63. 9 Income tax recoverable 10. 4 5.9 Trade and other receivables 2 66. 1 253 .3 Cash and cash equivalents 16 406.6 3 3 7. 5 11,530.9 9,737 .4 Assets classified as held for sale — 1 2.2 Total current assets 11,530.9 9,749.6 Total assets 11 ,6 82 .1 9,904.6 Liabilities | Other liabilities | 17 30. 2 39.6 | | --- | --- | | Lease liabilities | 13 99.5 106.1 | | Pension fund obligation | 18 0 .1 0.7 | | Deferred tax liabilities | 14 30. 4 29.0 | Total non-current liabilities 16 0. 2 175 . 4 | Policyholder investment contract liabilities | 15 1 0, 769 . 9 9,03 3.6 | | --- | --- | | Other liabilities | 17 34.9 40.0 | | Lease liabilities | 13 9.9 4.3 | | Trade and other payables | 19 354 .4 381.6 | Income tax payable 11. 2 8.8 11 ,1 8 0. 3 9,468.3 Liabilities classified as held for sale — 7. 6 Total current liabilities 1 1 ,1 80. 3 9,4 7 5.9 Equity | Share capital | 21(a) 4 41 . 2 4 41 . 2 | | --- | --- | | Own share reserve | 21(b) (35.7) (1 9 . 5) | | Other reserves | 21(c) (3 1 7. 3) (3 3 8 . 4) | Retained earnings 253.3 1 69. 9 Shareholders’ equity excluding non-controlling interests 341 . 5 253 .2 Non-controlling interests 0.1 0.1 Total equity 341 .6 253 .3 Total equity and liabilities 11 ,6 82 .1 9,904.6 The consolidated financial statements were approved by the Board on 13 June 2022 and signed on its behalf by: Hendrik du Toit Kim McFarland Chief Executive Officer Finance Director ## Consolidated Statement of ## Changes in Equity ### For the year ended 31 March 2022 Total Non- Share Own share Total other Retained shareholders’ controlling capital reserve reserves earnings equity interests Total equity 122 Notes £’m £’m £’m £’m £’m £’m £’m At 1 April 2021 441 . 2 (1 9. 5) (3 3 8 . 4) 16 9.9 253.2 0 .1 25 3.3 Profit for the year — — — 205. 3 20 5.3 — 20 5.3 Other comprehensive income — — 9. 4 1.8 11 .2 — 11 .2 Total comprehensive income — — 9.4 207.1 216.5 — 216.5 Transactions with shareholders Share-based payment amortisations related to Ninety One | share scheme | 21(c)(iv) — — 1 2 .1 — 1 2 .1 — 1 2 .1 | | | --- | --- | --- | | Own shares purchased | | 21(b) — (1 6 .7) — — (1 6 .7) — (1 6 .7) | | Vesting and release of share awards | 21(b),(c) — 0.5 (0. 4) — 0.1 — 0 .1 | | | Dividends paid | | 10 — — — (1 23 .7) (1 23 .7) — (1 2 3.7) | Total transactions with shareholders — (1 6 . 2) 1 1.7 (1 2 3.7) (12 8 . 2) — (12 8 . 2) At 31 March 2022 441 . 2 (3 5.7) (3 1 7. 3) 253 .3 341 . 5 0.1 341 .6 At 1 April 2020 4 41 . 2 (9. 9) (3 5 1 . 6) 71 .0 1 50.7 0.4 1 51 .1 Profit for the year — — — 154.4 154.4 0.2 154.6 Other comprehensive income — — 5 .4 1.0 6.4 — 6.4 Total comprehensive income — — 5.4 155.4 1 60. 8 0. 2 1 61 .0 Transactions with shareholders Share-based payment amortisations related to Ninety One share scheme 21(c)(iv) — — 7. 8 — 7. 8 — 7. 8 Own shares purchased 21(b) — (9. 6) — — (9. 6) — (9. 6) Repurchase of non-controlling interests — — — (1 . 2) (1 . 2) (0.1) (1 . 3) Dividends paid 10 — — — (5 3 . 9) (5 3 . 9) (0.1) (5 4 . 0) Total transactions with shareholders — (9 . 6) 7. 8 (55 .1) (5 6 . 9) (0 . 2) (57 .1) Other movement — — — (1 . 4) (1 .4) (0. 3) (1 .7) At 31 March 2021 4 41 . 2 (1 9 . 5) (3 38 . 4) 16 9.9 253 . 2 0.1 253. 3 Ninety One Integrated Annual Report 2022 ## Consolidated Statement of Cash Flows ### For the year ended 31 March 2022 2022 2021 Notes £’m £’m 123 Cash flows from operations – shareholders 241 . 5 26 8. 6 Cash flows from operations – policyholders 481 .0 23 8 .7 | Cash flows from operations | 23(a) 722 . 5 5 0 7. 3 | | | --- | --- | --- | | Interest received | | 6 3.9 2.4 | | Interest paid in respect of lease liabilities | 23(b) (1 . 7) (1 . 2) | | | Other interest paid | | 6 (0. 2) (0. 2) | Contributions to pension fund obligation (0. 2) — Income tax paid (6 9 .7) (48 .9) Net cash flows from operating activities 654 .6 4 59.4 Strategic ReportGovernanceFinancial StatementsAdditional Information Cash flows from investing activities Net disposal of investments 12.9 8.6 Disposal of subsidiaries, net of cash disposed 1 7. 7 — Distributions received from associates 0.7 — Additions to property and equipment 12 (1 . 4) (1 9. 4) Net acquisition of linked investments backing policyholder funds 15 (4 2 3 .0) (3 9 7. 9) Net cash flows from investing activities (393. 1) (4 0 8 . 7) Cash flows from financing activities Principal elements of lease payments 23(b) (5. 3) (4 . 0) Payment for acquisition of subsidiary’s interests in non-controlling interests — (1 . 3) Purchase of own shares 21(b) (1 6 .7) (9 .6) Dividends paid (1 23 .7) (5 4 .0) Net cash flows from financing activities (145 .7) (6 8 . 9) Cash and cash equivalents at 1 April 4 4 7. 0 436.6 Net change in cash and cash equivalents 11 5.8 (18.2) Effect of foreign exchange rate changes 7. 5 28. 6 Cash and cash equivalents at 31 March 570. 3 4 4 7. 0 Cash and cash equivalents at 31 March consist of: Cash and cash equivalents available for use by the Group 16 406.6 3 3 7. 5 Cash and cash equivalents presented within other assets Cash and cash equivalents presented within linked investments backing policyholder funds 15 1 63 .7 106.0 Cash and cash equivalents presented within assets classified as held for sale — 3.5 Cash and cash equivalents at 31 March 570. 3 4 4 7. 0 ## Notes to the Consolidated ## Financial Statements ### For the year ended 31 March 2022 ### Introduction Ninety One operates as a dual-listed company (“DLC”) under a DLC structure. The DLC structure comprises Ninety One plc, 124 a public company incorporated in England and Wales under the UK Companies Act 2006 and Ninety One Limited, a public company incorporated in South Africa under the Companies Act of South Africa. Under the DLC structure, Ninety One plc and Ninety One Limited, together with their direct and indirect subsidiaries, effectively form a single economic enterprise (the “Group”) in which the economic and voting rights of ordinary shareholders of the companies are maintained in equilibrium relative to each other. The Group is listed on the London and Johannesburg Stock Exchanges. ## 1. Basis of preparation and presentation of the consolidated ## financial statements ### 1(a) Basis of preparation The Group’s financial statements are prepared in accordance with UK-adopted international accounting standards and with International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”) (collectively “IFRS”), since the latter is identical in all material respects. They are also prepared in accordance with the interpretations adopted by the IASB, the South African Institute of Chartered Accountants’ Financial Reporting Guides and Financial Reporting Pronouncements as issued by the Financial Reporting Standards Council, and the requirements of the Companies Act 2006 in the UK and the Companies Act of South Africa. The consolidated financial statements of the Group comprise the consolidated statement of financial position at 31 March 2022, the consolidated statement of comprehensive income, consolidated statement of changes in equity, and consolidated statement of cash flows for the year ended 31 March 2022 and the notes thereto. The accounting policies have been applied consistently throughout the periods presented in the consolidated financial statements. The presentation of profit or loss and other comprehensive income has been changed in the current period to combine a separate income statement and statement of other comprehensive income into a single statement of comprehensive income. Some insignificant items in the prior year’s consolidated income statement and consolidated statement of comprehensive income are aggregated into one item in the current year: i) Net gain on investments, foreign exchange gain/loss and other income are combined and labelled as net gain on investments and other income; and ii) Deferred tax on revaluation of pension fund obligation and deferred tax on share options vested are combined and labelled as tax effect of items that will not be reclassified to profit or loss. Comparative amounts are therefore re-presented to reflect these changes. The purpose of these changes is to improve the readability of the consolidated financial statements. The consolidated financial statements have been prepared on the historical cost basis with the exception of linked investments backing policyholder funds, policyholder investment contract liabilities, investments, other liabilities and the pension fund obligation which are measured at fair value through profit or loss. The presentation currency of the Group is Pound Sterling (“£”), being the functional currency of Ninety One plc. The functional currency of Ninety One Limited is South African Rand. All values are rounded to the nearest million (“£m”), unless otherwise indicated. Foreign operations are subsidiaries and interests in associated undertakings of the Group, the activities of which are based in a functional currency other than that of the reporting entity. The functional currency of an entity is determined based on the primary economic environment in which the entity operates. Foreign currency transactions are translated into the functional currency of the entity in which the transactions arise, based on rates of exchange ruling at the date of the transactions. The separate financial statements of Ninety One plc are included in the Group’s financial statements in accordance with the requirement of UK Listing Rules. The separate financial statements of Ninety One plc are prepared in accordance with the Group’s accounting policies, other than for investments in subsidiary undertakings, which are stated at cost less impairments in accordance with IAS 27 Separate Financial Statements. The separate financial statements of Ninety One Limited are published on the Group’s website as a separate document. Going concern The Board of Directors has considered the resilience of the Group, taking into account its current financial position and the principal and emerging risks facing the business, including the impacts of the events and market conditions arising from the war in Ukraine have had on the Group’s financial performance. The Board of Directors has performed a going concern assessment by applying various stressed scenarios, including plausible downside assumptions, about the impact on assets Ninety One Integrated Annual Report 2022 under management, profitability of the Group and known commitments. All scenarios show that the Group would maintain sufficient resources to enable it to continue operating profitably for a period of at least 12 months from the date of approval of the consolidated financial statements. The consolidated financial statements have therefore been prepared on a going 125 concern basis. ### 1(b) Basis of consolidation Ninety One plc and Ninety One Limited operate under a DLC structure as a result of legally binding agreements. The effect of the DLC structure is that Ninety One plc and Ninety One Limited and their direct and indirect subsidiaries and associates operate together as a single economic entity, with neither assuming a dominant role. Accordingly, they are reported as a single reporting entity under IFRS. IFRS does not specifically provide guidance on how to account for such structures and therefore judgement is required in applying the consolidation principles set out in IFRS 10 Consolidated Financial Statements. The Board of Directors of Ninety One plc and Ninety One Limited, having assessed the legal agreements Strategic ReportGovernanceFinancial StatementsAdditional Information referred to above and the requirements of IFRS 10, have concluded that the Group’s consolidated financial statements represent the consolidation of the assets, liabilities and the results of Ninety One plc and Ninety One Limited and their direct and indirect subsidiaries and associates. Subsidiaries are those entities controlled by the Group. The Group controls an entity if the Group has all of the following: ɽ Power over the investee; ɽ exposure or rights to variable returns from its involvement with the investee; and ɽ the ability to use its power over the investee to affect its returns. Subsidiaries are consolidated from the date the Group obtains control and are excluded from consolidation from the date which the Group loses control. The Group also uses judgement to determine whether its interests in investment funds and trusts constitute controlling interests. The Group has interests in funds through its role as fund manager and through its proprietary investments in funds. In conducting the assessment, the Group considers substantive contractual rights as well as de facto control. De facto control of an entity may arise from circumstances where the Group does not have more than 50% of the voting power, but has the practical ability to direct the relevant activities of the entity. If the Group has the ability to direct the relevant activities of the entity and is also exposed to variable returns of the entity, they are consolidated after considering the magnitude of, and variability associated with, the Group’s economic interest relative to the returns expected from the activities of the entity. Economic interest includes management fees and performance fees received from the entity, rights to profits or distributions, as well as the obligation to absorb losses of the entity. On consolidation, the results and financial position of foreign operations are translated into the presentation currency of the Group, as follows: ɽ Assets and liabilities are translated at the closing rate at the reporting date within the consolidated statement of financial position; ɽ income and expense items are translated at exchange rates ruling at the date of the transactions; ɽ all resulting exchange differences are recognised in other comprehensive income (foreign currency translation reserve), which is recognised in profit or loss within the consolidated statement of comprehensive income on disposal of the foreign operation; and ɽ cash flow items are translated at the exchange rates ruling at the date of the transactions. Intercompany transactions and balances are eliminated on consolidation. The share capital of the Group is an aggregation of the share capitals of Ninety One plc and Ninety One Limited. Merger accounting for common control combinations Merger accounting is used by the Group for common control transactions, which are transactions between entities that are ultimately controlled by the same party or parties. This method treats the merged entities as if they had been merged throughout the current and comparative accounting periods. The net assets of the combined entities or businesses represent the existing book values from the controlling parties’ perspective. No amount is recognised in consideration for goodwill or excess of the acquirers’ interest in the net fair value of acquiree’s identifiable assets, liabilities and contingent liabilities over cost at the time of the common control combination, to the extent of the continuation of the controlling parties’ interest. The excess of the acquiree’s share capital and share premium over the cost of investment is represented as a reserve in equity in the consolidated statement of financial position. Notes to the Consolidated Financial Statements Transaction costs, including professional fees, registration fees, costs of furnishing information to shareholders, costs or losses incurred in combining operations of the previously separate businesses, etc., incurred in relation to the common 126 control combination that are to be accounted for by using merger accounting, are recognised as expenses in the year in which they are incurred. Non-controlling interests Non-controlling interests represent the equity in a subsidiary not attributable directly or indirectly to the Group, and in respect of which the Group has not agreed any additional terms with the holders of those interests which would result in the Group as a whole having a contractual obligation in respect of those interests that meets the definition of a financial liability. The Group can elect to measure any non-controlling interests, either at fair value or at the non-controlling interests’ proportionate share of the subsidiary’s net identifiable assets, at initial recognition. Thereafter, non-controlling interests are measured using the proportionate share method. Non-controlling interests are presented in the consolidated statement of financial position within equity, separately from equity attributable to the equity shareholders of the Group. Non-controlling interests in the results of the Group are presented on the face of the consolidated statement of comprehensive income as an allocation of the total profit or loss and total comprehensive income for the year between non-controlling interests and the shareholders of the Group. Changes in the Group’s interests in a subsidiary that do not result in a loss of control are accounted for as equity transactions, whereby adjustments are made to the amounts of controlling and non-controlling interests within the consolidated statement of changes in equity to reflect the change in relative interests, but no adjustments are made to goodwill and no gain or loss is recognised. Associates Associates are all entities over which the Group has significant influence but not control or joint control, through participation in the financial and operating policy decisions. Investments in associates are accounted for using the equity method of accounting. Under the equity method of accounting, investments are initially recognised at cost and thereafter the Group recognises its share of the investee’s post-acquisition profits or losses in its consolidated statement of comprehensive income. Dividends received or receivable from the investee are recognised as a reduction in the carrying amount of the investment. The carrying amount of associates is tested for impairment in accordance with the policy described in “Impairment of non-financial assets” in note 20. ### 1(c) Accounting judgements and estimates The preparation of the consolidated financial statements requires management to make judgements, estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The estimates and underlying assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making the judgements about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The Group has not identified any significant judgements and estimates at the end of the reporting period. However, the key areas that include judgement and/or estimates are set out in the following notes: ɽ Note 1(b) Basis of consolidation; ɽ Note 7 Exceptional items; ɽ Note 13 Leases; ɽ Note 18 Pension scheme; and ɽ Note 27(f) Fair value measurements. Management do not expect changes in assumptions to lead to a material adjustment in future periods. Ninety One Integrated Annual Report 2022 #### 1(d) Forthcoming standards applicable to the Group There are new or revised accounting standards and interpretations in issue that are not yet effective. These include the following amendments that are applicable to the Group: - Amendments to IAS 1 Presentation of financial statements "Classification of liabilities as current or non-current" clarify the requirements on determining if a liability is current or non-current. In particular, the determination over whether an entity has the right to defer settlement of the liability for at least 12 months after the reporting period. The amendments are effective for annual periods beginning on or after 1 January 2023. - Amendments to IAS 1 Presentation of Financial Statements "Disclosure of Accounting Policies" requires an entity to disclose its material accounting policy information instead of its significant accounting policies. The amendments are effective for annual periods beginning on or after 1 January 2023. - Amendments to IAS 12 Income Taxes limit the scope of the initial recognition exemption so that it does not apply to transactions that give rise to equal and offsetting temporary differences. As a result, companies will need to recognise a deferred tax asset and a deferred tax liability for temporary differences arising on initial recognition of a lease. The amendments are effective for annual periods beginning on or after 1 January 2023. The Group is in the process of assessing what the impact of these amendments is expected to be in the period of initial application. So far, the Group has concluded that the adoption of these amendments is unlikely to have a significant impact on the consolidated financial statements. ## 2. Segmental reporting As an integrated global investment manager, the Group operates a single-segment investment management business. All financial, business and strategic decisions are made centrally by the chief operating decision maker (the "CODM") of the Group. The CODM is the Chief Executive Officer of the Group from time to time. Reporting provided to the CODM is on an aggregated basis which is used for evaluating the Group's performance and the allocation of resources. The CODM monitors operating profit for the purpose of making decisions about resource allocation and performance assessment. Revenue is generated from a diversified customer base and the Group has no single customer that it relies on. Revenue is disaggregated by the geographic location of contractual entities, as this best depicts how the nature, amount, timing and uncertainty of the Group's revenue and cash flows are affected by economic factors. Non-current assets other than financial instruments and deferred tax assets are allocated based on where the assets are physically located. The comparative amounts in the following tables have been re-presented to move revenue and non-current assets in jurisdictions other than United Kingdom and South Africa into rest of the world. This change is to improve readability of this note. | | 2022 | 2021 | | --- | --- | --- | | | £m | £m | | **Revenue from external clients** | | | | United Kingdom | 554.4 | 530.0 | | South Africa | 167.5 | 168.4 | | Rest of the world | 73.2 | 57.5 | | | 795.1 | 755.9 | | Performance fees included in total revenue above | 31.1 | 45.4 | | | 2022 | 2021 | | --- | --- | --- | | | £m | £m | | **Non-current assets** | | | | United Kingdom | 80.8 | 89.0 | | South Africa | 5.9 | 6.8 | | Rest of the world | 23.9 | 25.9 | | | 110.6 | 121.7 | 127 Strategic Report Governance Financial Statements Additional Information ![img-19.jpeg](img-19.jpeg) Notes to the Consolidated Financial Statements ## 3. Net revenue ### 128 Revenue The Group recognises revenue when or as it satisfies a performance obligation by transferring promised services to customers in an amount to which the Group expects to be entitled in exchange for those services. The Group includes variable consideration in revenue when it is no longer highly probable of significant reversal. Generally, the Group is deemed to be the principal in the contracts because the Group controls the promised services before they are transferred to customers, and accordingly, presents the revenue gross of related costs. The key revenue components of the Group are accounted as follows: i) Management fees are recognised as the services are performed over time and are primarily based on agreed percentages of the net asset values of investment funds and segregated mandates. ii) Performance fees are recognised over time however represent variable consideration and are only recognised when the Group is unconditionally entitled to the revenue and no contingency with respect to future performance exists which is on the crystallisation date. Performance fees are calculated on a percentage of the appreciation in the net asset value of investment funds and segregated mandates above a defined hurdle, taking into consideration the relevant basis of calculation for investment funds and segregated mandates, and when it is highly probable that they will not be subject to significant reversal. Management fees and performance fees are both forms of variable consideration. However, there is no significant judgement or estimation involved as the transaction price is equal to the amount determined at the end of each measurement period or on the crystallisation date, and is equal to the amount billed to customers as per contractual agreements. The performance obligation for both management fees and performance fees is the provision of investment management services. Fees received from customers are generally not subject to returns or refunds. All components of the Group’s revenue are revenue from contracts within the scope of IFRS 15 Revenue from Contracts with Customers. The Group uses the output method to recognise revenue, applying the practical expedient that allows an entity to recognise revenue in the amount to which the entity has a right to invoice if that consideration corresponds directly with the value to customers of the entity’s performance completed to date. The output method is considered appropriate as the performance obligations are generally satisfied over time when the Group provides services. ### Commission expense Commissions and similar expenses payable to intermediaries are generally based on agreed percentages of the net asset values of the investment funds and segregated mandates and recognised as expenses when services are provided. ## 4. Operating expenses Staff expenses represent the largest portion of operating expenses. The largest component of other administrative expenses is client and retail fund administration. Operating expenses are recognised as the services are received. 2022 2021 Notes £’m £’m Staff expenses 4(a) 276.4 284.4 | Deferred employee benefit gains | | 3.3 15.3 | | --- | --- | --- | | Depreciation of right-of-use assets | 23(a) 9.7 11.5 | | | Depreciation of property and equipment | 12 5.3 5.1 | | | Auditors’ remuneration | 4(b) 1.8 1.8 | | | Other administrative expenses | | 119.8 106.9 | 416.3 425.0 Ninety One Integrated Annual Report 2022 #### 4(a) Staff expenses Salaries, wages and other related expenses for 2022 were impacted by share scheme allocations, resulting in an expense reduction of £18.1 million, as described on page 43. | | 2022 | 2021 | | --- | --- | --- | | | £'m | £'m | | Salaries, wages and other related expenses | **235.4** | 249.0 | | Share-based payment expenses related to Investor share plans | **0.6** | 1.0 | | Share-based payment expenses related to the Ninety One share scheme | **12.1** | 7.8 | | Social security costs | **19.0** | 16.9 | | Pension costs for defined contribution scheme | **9.3** | 9.7 | | | **276.4** | 284.4 | #### (i) Average number of employees The monthly average number of employees, including the Directors, employed by the Group during the year ended 31 March 2022 by activity is: | | 2022 | 2021 | | --- | --- | --- | | Investments | **263** | 255 | | Client group and marketing | **277** | 269 | | Operations and central services | **642** | 644 | | | **1,182** | 1,168 | #### 4(b) Auditors' remuneration | | 2022 | 2021 | | --- | --- | --- | | | £'m | £'m | | Fees payable to the auditors and their associates for the audit of the Group's consolidated financial statements | **0.5** | 0.4 | | Fees payable to the auditors and their associates for audit and other services: | | | | Audit of the subsidiaries | **0.6** | 0.7 | | Audit-related assurance services | **0.5** | 0.2 | | Other assurance services | **0.2** | 0.5 | | | **1.8** | 1.8 | #### 5. Net gain on investments and other income Net gain on investments relates to the changes in market value of the Group's investments which are measured at fair value through profit or loss and realised gain/loss on disposal of investments. Other income principally relates to subletting income. | | Notes | 2022 £'m | 2021 £'m | | --- | --- | --- | --- | | Net gain on investments | 23(a) | **1.2** | 15.6 | | Foreign exchange gain/(loss) | | **1.2** | (6.3) | | Other income | | **1.9** | 1.6 | | | | **4.3** | 10.9 | 129 Strategic Report Governance Financial Statements Additional Information ![img-20.jpeg](img-20.jpeg) Notes to the Consolidated Financial Statements 130 ## 6. Interest income/expense Interest income principally generated from bank deposits and money market funds which are measured at amortised cost. Interest income is recognised on an accrual basis using the effective interest method in accordance with the requirements of IFRS 9 Financial Instruments. Interest expense on lease liabilities relates to the unwinding of the discount applied to lease liabilities in accordance with the requirements of IFRS 16 Leases. | | Notes | 2022 £'m | 2021 £'m | | --- | --- | --- | --- | | Interest income | | **3.9** | 2.4 | | Interest expense on lease liabilities | 23(b) | **(3.8)** | (3.7) | | Other interest expense | | **(0.2)** | (0.2) | | Interest expense | | **(4.0)** | (3.9) | | **Net interest expense** | | **(0.1)** | (1.5) | ## 7. Exceptional items Exceptional items are defined as significant items of income or expense arising from events or transactions that are not expected to recur frequently or regularly. Such items have been separately presented to enable a better understanding of the Group's operating performance. This presentation involves judgement to identify the items that fulfil the definition as described above. ### 7(a) Gain on disposal of subsidiaries On 30 April 2021, the Group completed the sale of Silica for a total cash consideration (net of direct expenditures) of R388.3 million (equivalent to £19.5 million). The carrying value of net identifiable assets disposed amounted to £4.6 million, resulting in a pre-tax gain on disposal of £14.9 million recognised within exceptional items in the consolidated statement of comprehensive income for the year ended 31 March 2022. Prior to the completion of sale, assets and liabilities of Silica were classified as held for sale. ### 7(b) Financial impact of group restructures Costs incurred in separating from Investec, during 2021, of £6.0 million mainly relate to the demerger expenses including rebranding expenses. ## 8. Tax expense The Group's tax expense comprises both current and deferred tax expense. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is provided using the statement of financial position method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the reporting date. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realised. Deferred tax assets are offset against deferred tax liabilities if they relate to income taxes levied by the same taxation authority on the same taxable entity. Ninety One Integrated Annual Report 2022 Income taxes of the Group were determined based on the assumption that the individual entities were separate taxable entities. Therefore, the current and deferred income taxes of all subsidiaries of the Group are calculated separately and the recoverability of the deferred tax assets is also assessed accordingly. | | 2022 | 2021 | | --- | --- | --- | | | £m | £m | | Current tax – current year | 62.5 | 49.6 | | Current tax – adjustment for prior years | 0.3 | (0.5) | | Current tax expense | 62.8 | 49.1 | | Deferred tax – current year | 1.0 | (0.1) | | Deferred tax – adjustment for prior years | 0.2 | 0.5 | | Deferred tax – change in corporate tax rates | (2.2) | – | | Deferred tax (credit)/expense | (1.0) | 0.4 | | | 61.8 | 49.5 | The UK corporate tax rate for 2022 was 19% (2021: 19%). The tax charge in the year is higher than the standard rate of corporate tax in the UK and the differences are explained below: | | 2022 | 2021 | | --- | --- | --- | | | % | % | | Effective rate of taxation | 23.1 | 24.3 | | Tax effect of non-deductible expenses | (0.2) | (0.4) | | Effect on deferred tax balances resulting from changes in tax rates | 0.7 | – | | Adjustment to tax charge in respect of prior year | – | (0.8) | | Tax effect of utilisation of tax losses | – | 0.1 | | Tax on gain on disposal of subsidiaries | (0.5) | – | | Effect of different tax rates applicable in foreign jurisdictions | (4.1) | (4.2) | | United Kingdom standard tax rate | 18.0 | 18.0 | ## 9. Earnings per share The Group calculates earnings per share ("EPS") on a number of different bases in accordance with IFRS and prevailing South African requirements. ### 9(a) Basic and diluted earnings per share The calculations of basic and diluted EPS are based on IAS 33 Earnings Per Share. Basic EPS is calculated by dividing profit attributable to shareholders by the weighted average number of ordinary shares outstanding during the year, excluding own shares held by the Ninety One Employee Benefit Trusts ("EBTs"). Diluted EPS is calculated by dividing profit attributable to shareholders by the weighted average number of ordinary shares outstanding during the year, plus the weighted average number of ordinary shares that would be issued on the conversion of all the potentially dilutive shares into ordinary shares. | | 2022 | 2021 | | --- | --- | --- | | | £m | £m | | Profit attributable to shareholders | 205.3 | 154.4 | 131 Strategic Report Governance Financial Statements Additional Information Notes to the Consolidated Financial Statements 132 The calculation of the weighted average number of ordinary shares for the purpose of calculating basic and diluted earnings per share is: | | 2022 Number of shares Millions | 2021 Number of shares Millions | | --- | --- | --- | | Weighted average number of ordinary shares for the purpose of calculating basic EPS | 907.8 | 912.7 | | Effect of dilutive potential shares – share awards | 9.9 | 4.1 | | Weighted average number of ordinary shares for the purpose of calculating diluted EPS | 917.7 | 916.8 | | Basic EPS (pence) | 22.6 | 16.9 | | Diluted EPS (pence) | 22.4 | 16.8 | #### 9(b) Headline earnings and diluted headline earnings per share The Group is required to calculate headline earnings per share ("HEPS") in accordance with the JSE Listings Requirements, determined by reference to circular 1/2021 "Headline Earnings" issued by the South African Institute of Chartered Accountants. The table below reconciles profit attributable to shareholders to headline earnings and summarises the calculation of basic and diluted HEPS: | | 2022 £'m | 2021 £'m | | --- | --- | --- | | Profit attributable to shareholders | 205.3 | 154.4 | | Share of profit from associates | (0.4) | (0.6) | | Gain on disposal of subsidiaries | (14.9) | — | | Gain on partial disposal of associates | — | (0.2) | | Loss on disposal of property and equipment | — | 0.4 | | Tax impact on adjusting items | 4.1 | — | | Headline earnings | 194.1 | 154.0 | | | 2022 Number of shares Millions | 2021 Number of shares Millions | | --- | --- | --- | | Weighted average number of ordinary shares for the purpose of calculating basic EPS (note 9(a)) | 907.8 | 912.7 | | Weighted average number of ordinary shares for the purpose of calculating diluted EPS (note 9(a)) | 917.7 | 916.8 | | HEPS (pence) | 21.4 | 16.9 | | Diluted HEPS (pence) | 21.1 | 16.8 | Ninety One Integrated Annual Report 2022 ## 10. Dividends Dividends are distributions of profit to holders of the Group's share capital and as a result are recognised as a deduction in equity. Dividends are recognised only when they are approved by the shareholders of the Group. Dividend per share is calculated by dividing dividend paid by the number of ordinary shares in issue. The prior year final dividend is not comparable to the current year, as the financial year 2020 final dividend was accelerated to be paid to Investec ahead of the demerger. | | 2022 | | 2021 | | | --- | --- | --- | --- | --- | | | Pence per share | £'m | Pence per share | £'m | | Prior year's final dividend paid | 6.7 | 60.8 | — | — | | Interim dividend paid | 6.9 | 62.9 | 5.9 | 53.9 | | | 13.6 | 123.7 | 5.9 | 53.9 | On 17 May 2022, the Board recommended a final dividend for the year ended 31 March 2022 of 7.7 pence per ordinary share, an estimated £71.0 million in total. The dividend is expected to be paid on 5 August 2022 to ordinary shareholders on the registers at the close of business on 15 July 2022. ## 11. Investments The majority of the Group's investments relate to deferred compensation investments which are matched by the liability the Group has to its employees (note 17). These investments do not qualify as plan assets and are presented separately in the consolidated statement of financial position. Other investment represents an equity-linked security which the fair value of this instrument is directly linked with the Group's share price. All investments held by the Group are measured at fair value through profit or loss. Details of the Group's accounting policy on classification and measurement of financial instruments are set out in note 20. | | 2022 | 2021 | | --- | --- | --- | | | £'m | £'m | | **Non-current** | | | | Investment in unlisted investment vehicles | 3.5 | 5.5 | | Other investment | 5.7 | — | | | 9.2 | 5.5 | | **Current** | | | | Deferred compensation investments | 59.2 | 73.7 | | Seed investments | 2.7 | 3.1 | | | 61.9 | 76.8 | 133 Strategic Report Governance Financial Statements Additional Information Notes to the Consolidated Financial Statements 134 ## 12. Property and equipment Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is provided for on a straight-line basis over the estimated useful lives of property and equipment as follows: Computer equipment 3 years Fixtures and fittings 5 years Leasehold improvements Shorter of term of lease or useful economic life The residual values, depreciation methods and useful lives are reassessed annually. | 2022 | Leasehold improvements | Computer equipment | Fixtures and fittings | Total | | --- | --- | --- | --- | --- | | | £'m | £'m | £'m | £'m | | Cost | | | | | | At 1 April | 25.2 | 9.9 | 4.0 | 39.1 | | Additions | 0.8 | 0.5 | 0.1 | 1.4 | | Disposals | (0.2) | (0.5) | (0.5) | (1.2) | | Exchange adjustment | (0.4) | 0.4 | 0.1 | 0.1 | | At 31 March | 25.4 | 10.3 | 3.7 | 39.4 | | Accumulated depreciation | | | | | | At 1 April | (1.7) | (5.3) | (1.4) | (8.4) | | Depreciation | (2.0) | (2.6) | (0.7) | (5.3) | | Disposals | 0.3 | 0.4 | 0.5 | 1.2 | | Exchange adjustment | (0.1) | (0.2) | — | (0.3) | | At 31 March | (3.5) | (7.7) | (1.6) | (12.8) | | Net book value at 31 March 2022 | 21.9 | 2.6 | 2.1 | 26.6 | | 2021 | Leasehold improvements | Computer equipment | Fixtures and fittings | Total | | --- | --- | --- | --- | --- | | | £'m | £'m | £'m | £'m | | Cost | | | | | | At 1 April | 15.5 | 9.7 | 1.5 | 26.7 | | Additions | 11.8 | 4.8 | 2.8 | 19.4 | | Disposals | (1.5) | (0.4) | (0.2) | (2.1) | | Reclassified to assets classified as held for sale | (0.5) | (4.8) | (0.3) | (5.6) | | Exchange adjustment | (0.1) | 0.6 | 0.2 | 0.7 | | At 31 March | 25.2 | 9.9 | 4.0 | 39.1 | | Accumulated depreciation | | | | | | At 1 April | (1.4) | (6.4) | (0.9) | (8.7) | | Depreciation | (1.9) | (2.6) | (0.6) | (5.1) | | Disposals | 1.2 | 0.4 | 0.1 | 1.7 | | Reclassified to assets classified as held for sale | 0.2 | 3.9 | 0.1 | 4.2 | | Exchange adjustment | 0.2 | (0.6) | (0.1) | (0.5) | | At 31 March | (1.7) | (5.3) | (1.4) | (8.4) | | Net book value at 31 March 2021 | 23.5 | 4.6 | 2.6 | 30.7 | Ninety One Integrated Annual Report 2022 ## 13. Leases The Group leases various offices for business purposes. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes. Leases are recognised as a right-of-use asset with a corresponding liability at the date which the leased asset is available for use by the Group. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of lease payments. The lease payments are discounted using the entity's incremental borrowing rate, being the rate that the entity would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions. Lease payments are allocated between the principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Right-of-use assets are measured at cost comprising the following: - The amount of the initial measurement of lease liabilities; - any lease payment made at or before the commencement date less any lease incentives; - any initial direct costs; and - restoration costs. The calculation of leased assets and liabilities requires the use of both estimation and judgement. The determination of the lease term for each lease involves the Group assessing any extension and termination options, the enforceability of such options, and judging whether it is reasonably certain that they will be exercised. Several of the Group's leases contain such clauses. For each lease, a conclusion was reached on the overall likelihood of the option being exercised. The potential future cash outflows relating to extension options not included in the measurement of lease liabilities approximate to £95.8 million (2021: £94.0 million). In addition, the identification of an appropriate discount rate to use in the calculation of the lease liability involves both estimation and judgement. Where the lease's implicit rate is not readily determinable, an incremental borrowing rate must be calculated by the Group. The discount rate used has a direct effect on the size of the lease liability capitalised, however, assessment showed that a change in the discount rate is unlikely to have a material impact on the Group. Right-of-use assets are generally depreciated over the lease term on a straight-line basis. | | 2022 | 2021 | | --- | --- | --- | | | £'m | £'m | | **Right-of-use assets** | | | | Office premises | 83.1 | 90.3 | | **Lease liabilities** | | | | Current | 9.9 | 4.3 | | Non-current | 99.5 | 106.1 | | | **109.4** | **110.4** | Additions to right-of-use assets during the year ended 31 March 2022 were £2.4 million (2021: £14.1 million). The remaining contractual maturities of the Group's lease liabilities at the end of the current reporting period were: | | 2022 | | 2021 | | | --- | --- | --- | --- | --- | | | Present value of the minimum lease payments | Total minimum lease payments | Present value of the minimum lease payments | Total minimum lease payments | | | £'m | £'m | £'m | £'m | | Within one year | 9.9 | 13.4 | 4.3 | 7.4 | | Between one and five years | 36.6 | 47.0 | 35.5 | 47.7 | | Over five years | 62.9 | 70.4 | 70.6 | 80.0 | | | **109.4** | **130.8** | **110.4** | **135.1** | The total cash outflow for leases during the year ended 31 March 2022 was £7.0 million (2021: £5.2 million). 135 Strategic Report Governance Financial Statements Additional Information ![img-21.jpeg](img-21.jpeg) Notes to the Consolidated Financial Statements 136 ## 14. Deferred taxation The components of deferred tax assets and liabilities recognised in the consolidated statement of financial position and the movements during the year were: | | 2022 | 2021 | | --- | --- | --- | | | £'m | £'m | | **Deferred tax assets arising from the following:** | | | | Depreciable assets | 0.6 | 0.3 | | Employee benefits | 18.6 | 10.1 | | Capital gains tax on fair value gains | (0.3) | (0.4) | | Deferred compensation payments | 9.2 | 14.8 | | | **28.1** | **24.8** | | At 1 April | 24.8 | 25.2 | | Deferred tax credit/(charge) to profit from operations | 1.3 | (0.2) | | Deferred tax on revaluation of pension fund obligation | (0.1) | (0.2) | | Deferred tax on other movements through other comprehensive income | 1.4 | 0.1 | | Transfer to assets classified as held for sale | — | (0.8) | | Exchange adjustments | 0.7 | 0.7 | | **At 31 March** | **28.1** | **24.8** | | **Deferred tax liabilities arising from the following:** | | | | Deferred capital allowance | 0.2 | — | | Unrealised capital gain | 29.9 | 28.8 | | Other temporary differences | 0.3 | 0.2 | | | **30.4** | **29.0** | | At 1 April | 29.0 | 5.7 | | Deferred tax charge to profit from operations | 0.3 | 0.2 | | Deferred tax charge related to policyholder funds | 0.9 | 21.9 | | Exchange adjustments | 0.2 | 1.2 | | **At 31 March** | **30.4** | **29.0** | An increase in the UK corporation tax rate to 25% from April 2023 was announced by the UK Government in the Spring Budget 2020. The rate increase was substantively enacted in May 2021. Furthermore, a reduction in the South Africa corporate income tax rate to 27% from the year of assessment ending on or after 31 March 2023 was announced on 24 February 2021 and substantively enacted in the annual National Budget on 23 February 2022. Deferred tax balances in the UK and South Africa at 31 March 2022 were therefore revalued using these substantively enacted tax rates accordingly. ## 15. Policyholders' assets and liabilities The Group undertakes investment-linked insurance business through one of its South African entities which issues linked policies to the policyholders. These policies are unit-linked investment contracts, with measurement directly linked to the underlying investment assets which are carried at fair value through profit or loss. As the underlying investment assets are beneficially held by the Group, these assets together with the contract liabilities due to the policyholders are included in the consolidated statement of financial position and labelled as linked investments backing policyholder funds and policyholder investment contract liabilities respectively. Policyholder investment contracts do not qualify as insurance contracts as defined in IFRS 4 Insurance Contracts as there is no transfer of insurance risk. Therefore, these contracts are accounted for financial liabilities under IFRS 9 and are also carried at fair value through profit or loss so as to avoid a mismatch in profit or loss between the policyholder investments linked to investment contracts and the policyholder investment contract liabilities. Gains and losses from assets and liabilities of these contracts are attributable to third party investors in linked investments backing policyholder funds. As a result, any gain or loss is offset by a change in the obligation to investors and is not included in the Group's net gain/loss on investments. Surplus transferred to shareholders represents deductions from policyholder funds to which the Group is entitled in exchange for managing policyholder investments. These amounts are included in Net revenue. Net acquisition of linked investments backing policyholder funds has been disclosed as cash flows from investing activities as it results in a recognised asset which will generate future income and cash flows to the Group. Ninety One Integrated Annual Report 2022 ### Linked investments backing policyholder funds The pooled portfolio of assets that is linked to policyholder investment contract liabilities was: 137 2022 2021 £’m £’m Quoted investments at fair value Equities 1,064.5 807.8 Interest-bearing stocks, debentures and other loans 1,897.8 1,602.5 Derivatives 10.7 1.4 2,973.0 2,411.7 Unquoted investments at fair value Collective investment schemes 4,396.7 3,676.6 Strategic ReportGovernanceFinancial StatementsAdditional Information Mutual funds 2,294.2 1,905.7 Equities 0.5 9.9 Interest-bearing stocks, debentures and other loans 952.0 953.0 Derivatives 5.8 1.0 Cash and cash equivalents 163.7 106.0 7,812.9 6,652.2 At 31 March 10,785.9 9,063.9 The movements in linked investments backing policyholder funds were: At 1 April 9,063.9 6,988.5 Net fair value gains on linked investments backing policyholder funds 478.5 1,190.2 Net acquisition of linked investments backing policyholder funds 423.0 397.9 Net movement in cash and cash equivalents within linked investments backing policyholder funds 57.7 (136.1) Exchange adjustment 762.8 623.4 At 31 March 10,785.9 9,063.9 ### Policyholder investment contract liabilities The movements in policyholder investment contract liabilities were: 2022 2021 £’m £’m At 1 April 9,033.6 7,002.8 Investment income on linked investments backing policyholder funds 366.8 345.8 Net fair value gains on linked investments backing policyholder funds 478.5 1,190.2 Investment and administration expenses (35.0) (26.6) Income tax expense – policyholders’ funds (4.6) (26.9) Surplus transferred to shareholders (33.1) (27.5) Net fair value change in policyholder investment contract liabilities 772.6 1,455.0 Contributions 2,796.8 1,012.1 Withdrawals (2,594.7) (1,058.9) Net contributions received from/(withdrawn by) policyholders 202.1 (46.8) Exchange adjustment 761.6 622.6 At 31 March 10,769.9 9,033.6 Notes to the Consolidated Financial Statements 138 ## 16. Cash and cash equivalents Cash and cash equivalents comprise cash at bank and on hand and money market funds that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value. Cash balances within linked investments backing policyholder funds of £163.7 million (2021: £106.0 million) as set out in note 15 are not included as they are not available for use by the Group. | | 2022 | 2021 | | --- | --- | --- | | | £'m | £'m | | Cash at bank and on hand | 265.3 | 185.1 | | Money market funds | 141.3 | 152.4 | | | 406.6 | 337.5 | ## 17. Other liabilities Other liabilities mainly consist of the liabilities due to employees related to deferred compensation. The obligation in respect of long-term employee benefits, other than retirement benefits, is the amount of future benefit that employees have earned in return for their service in the current and prior periods. This future benefit relates to deferred compensation provided by the Group to its employees, which the Group invests in pooled vehicles managed by entities within the Group. At the end of the specified vesting period, employees are entitled to an amount equal to the value of the investments held by the Group (note 15). It is management's view that the most relevant measure of the employee benefit liability is therefore the fair value of the investments held by the Group. As the nature of the Scheme is that of an annual bonus award, the charge is booked in full in profit or loss at the time of the award. Deferred compensation liabilities include applicable employer tax. | | 2022 | 2021 | | --- | --- | --- | | | £'m | £'m | | **Non-current** | | | | Deferred compensation liabilities | 28.6 | 39.2 | | Other liabilities | 1.6 | 0.4 | | | 30.2 | 39.6 | | **Current** | | | | Deferred compensation liabilities | 34.9 | 40.0 | | | 65.1 | 79.6 | ## 18. Pension scheme ### Defined benefit scheme The Group operates the Ninety One UK Pension Scheme (the "Scheme"), which is a closed defined benefit scheme where it has an obligation to provide participating employees with pension payments that represent a specified percentage of their final salary for each year of service. The Scheme is a registered defined benefit final salary scheme subject to the UK regulatory framework for pensions and is administered by its trustees with their assets held separately from those of the Group. The trustees are required by the Trust Deed to act in the best interest of the Scheme participants. The Scheme was funded by contributions from the Group in accordance with an independent actuary's recommendation based on actuarial valuations. The latest independent actuarial valuations of the Scheme were at 31 March 2022 by qualified independent actuaries. The Group expects to contribute £190,000 per annum to the Scheme from 1 April 2022 to 31 March 2028. There is no restriction to the amount of surplus that can be recognised, as the Group has the right to a refund of the surpluses assuming the gradual settlement of the Scheme over time until all members have left the Scheme. At 31 March 2022, there were no active members in the Scheme (2021: nil). Defined benefit pension obligation is calculated using the projected unit credit method. The net charge to the consolidated statement of comprehensive income mainly comprises the service cost and the net interest on the net defined benefit asset or liability, and is presented in administrative expenses. Remeasurements of the net defined benefit asset or liability, which comprise actuarial gains or losses, return on plan assets excluding interest and the effect of the asset ceiling (if any), are recognised in other comprehensive income. The net defined benefit asset or liability represents the present value of defined benefit obligation reduced by the fair value of plan assets, after applying the asset ceiling test, where the net defined benefit surplus is limited to the present value of available refunds and reductions in future contributions to the plan. Ninety One Integrated Annual Report 2022 The Scheme exposes the Group to actuarial risks, such as interest rate risk, investment risk and longevity risk. The pension fund obligation in respect of the Scheme is: | | 2022 | 2021 | | --- | --- | --- | | | £m | £m | | Managed Funds | 16.5 | 17.2 | | Trustees' bank account | 0.2 | 0.1 | | Total fair value of plan assets | 16.7 | 17.3 | | Present value of obligation | (16.8) | (18.0) | | | (0.1) | (0.7) | Managed funds invest primarily in a globally diversified portfolio of assets, mainly consist of global equities, bonds issued by governments, physical gold and silver bullion and money market instruments. The funds are quoted in an active market and their underlying investments are either level 1 or level 2 investments. | | 2022 | 2021 | | --- | --- | --- | | | £m | £m | | Plan assets | | | | At 1 April | 17.3 | 14.4 | | Benefits paid including expenses | (0.6) | (0.4) | | Group's contributions paid to the plan | 0.2 | — | | Interest income | 0.3 | 0.3 | | Return on plan assets, excluding interest income | (0.5) | 3.0 | | At 31 March | 16.7 | 17.3 | | Present value of the defined benefit obligation | | | | --- | --- | --- | | At 1 April | 18.0 | 16.2 | | Actuarial (gain)/loss arising from changes in financial assumptions | (1.2) | 1.9 | | Actuarial loss arising from changes in demographic | 0.2 | — | | Benefits paid including expenses | (0.6) | (0.4) | | Interest cost | 0.3 | 0.3 | | Administration costs | 0.1 | — | | At 31 March | 16.8 | 18.0 | | Amounts recognised in the consolidated statement of comprehensive income | | | | --- | --- | --- | | Actuarial gain/(loss) | 1.0 | (1.9) | | Return on plan assets, excluding interest income | (0.5) | 3.0 | | Total defined benefit credit | 0.5 | 1.1 | The major assumptions used were: | | 2022 | 2021 | | --- | --- | --- | | | % | % | | Inflation assumption | 3.7 | 3.3 | | Rate of increase in pensions in payment for post-1997 service | 3.7 | 3.3 | | Rate of increase in pensionable salaries | 3.7 | 3.3 | | Discount rate | 2.7 | 1.95 | The defined benefit obligation is not expected to be materially different as a result of a 0.25% change in the above major assumptions. This sensitivity assessment is based on the assumption that changes in actuarial assumptions are not correlated and therefore it does not take into account the correlations between the actuarial assumptions. 139 Strategic Report Governance Financial Statements Additional Information Notes to the Consolidated Financial Statements 140 Maturity profile of the defined benefit obligation is: | | 2022 | | 2021 | | | --- | --- | --- | --- | --- | | | Number of members | Weighted average duration of the defined benefit obligation | Number of members | Weighted average duration of the defined benefit obligation | | Deferred members | 42 | 20.2 | 42 | 20.8 | | Pensioners | 15 | 12.3 | 17 | 13.0 | | | 57 | 16.6 | 59 | 17.3 | #### Defined contribution schemes The Group also contributes to a number of defined contribution pension schemes, the assets of which are held in separate trustee-administered funds, for the benefit of its employees. The Group's contribution to an employee's pension is measured as, and limited to, a specified percentage of salary. Once the contributions have been paid, the Group, as the employer, does not have any further payment obligations. The Group's contributions are charged to the consolidated statement of comprehensive income in the reporting period to which they relate and are included in staff expenses (refer to note 4(a)). ### 19. Trade and other payables Trade and other payables consist of amounts due to third parties arising in the ordinary course of business. Amounts payable to Investec are included in trade payables in the current period, comparative amount is therefore re-presented to reflect this change. Detail on balances and transactions with Investec are presented in note 26 (c). All trade and other payables are measured at amortised cost and are expected to be settled within one year or are repayable on demand. | | 2022 | 2021 | | --- | --- | --- | | | £'m | £'m | | Employee related payables | 165.3 | 161.8 | | Trade payables | 189.1 | 219.8 | | | 354.4 | 381.6 | ### 20. Financial instruments #### Recognition and derecognition of financial instruments Financial instruments are initially recognised on the statement of financial position when, and only when, the Group becomes a party to the contractual provisions of the particular instrument. On initial recognition, financial assets are measured at fair value plus, for financial assets not measured at fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the financial assets. Initial recognition of financial liabilities is at fair value less directly attributable transaction costs. Financial assets are derecognised when the Group transfers substantially all risks and rewards of ownership. In addition, financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire or the Group transfers the rights to receive the contractual cash flows in a transaction in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset. Financial liabilities are derecognised when, and only when, the obligations under the contract are discharged, cancelled or expire. #### Classification and measurement of financial assets and financial liabilities Financial assets are classified into three principal classification categories: measured at amortised cost, at fair value through other comprehensive income and at fair value through profit or loss ("FVTPL"). The classification of financial assets is based on the business model under which the financial asset is managed and its contractual cash flow characteristics. The Group's financial assets are either classified as measured at FVTPL or amortised cost. Ninety One Integrated Annual Report 2022 ### Financial assets measured at amortised cost Financial assets are measured at amortised cost when their contractual cash flows represent solely payments of principal 141 and interest and they are held within a business model designed to collect cash flows. It typically applies to the Group’s cash and cash equivalents and trade and other receivables. The carrying amount of financial assets measured at amortised cost is adjusted for expected credit losses (“ECLs”) under the ECL model. In measuring ECLs, the Group takes into account reasonable and supportable information that is available without undue cost or effort. This includes information about past events, current conditions and forecasts of future economic conditions. The ECLs amount depends on the specific stage that the financial instrument has been allocated to within the ECL model, which depends on whether there has been a significant increase in credit risk since initial recognition of the financial instrument, it is in default, or is considered to be credit impaired. For financial instruments with external credit ratings, the Group assumes that credit risk on these financial instruments has increased significantly since initial recognition if the credit Strategic ReportGovernanceFinancial StatementsAdditional Information rating has been significantly deteriorated. ECL allowances are measured on either i) 12-month ECL: that result from possible default events within the 12 months after the reporting date; or ii) Lifetime ECLs: that result from all possible default events over the expected life of a financial instrument. The Group considers a financial asset to be in default when: i) the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held); or ii) the financial asset is more than 90 days past due without reasonable expectation of recovery. The Group applies the simplified approach in determining ECLs for trade receivables. The Group considers a trade receivable to be credit impaired when one or more detrimental events have occurred, such as significant financial difficulty of the client or it becoming probable that the client will enter bankruptcy or other financial reorganisation. Trade receivables are written off when they are considered credit impaired or there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, among others, the failure of a debtor to engage in a repayment plan with the Group after the contractual payment has been past due. The Group has not written off any trade receivables for the years ended 31 March 2022 and 2021. ### Financial assets measured at FVTPL Financial assets measured at FVTPL consist of linked investments backing policyholder funds, holdings in pooled vehicles as part of the deferred compensation plan (explained further below), seed capital investments and the investment in unlisted investment vehicles. These investments do not meet the classification criteria of measuring at amortised cost and fair value through other comprehensive income and therefore, they are initially recognised at fair value and subsequently measured at FVTPL, with gains and losses recognised in the consolidated statement of comprehensive income in the period in which they arise. When available, the Group measures the fair value of an instrument, such as interest-bearing investments, listed investments and investments in collective investment schemes and mutual funds, using the quoted price in an active market. If there is no quoted price in an active market, such as derivatives and unlisted investments, the fair value of these investments is determined by applying a generally accepted valuation technique. ### Impairment of non-financial assets The carrying amounts of the Group’s non-financial assets are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated. At the reporting date, there was no indication of impairment of any assets. ### Financial liabilities Financial liabilities comprise policyholder investment contract liabilities, lease liabilities, other liabilities which include deferred compensation liabilities and trade and other payables. All financial liabilities, excluding policyholder investment contract liabilities and deferred compensation liabilities, are measured at amortised cost using the effective interest method. Policyholder investment contract liabilities and deferred compensation liabilities are measured at fair value through profit or loss with movements in fair value recognised in the consolidated statement of comprehensive income. Lease liabilities of £110.4 million previously disclosed as non-financial instruments at 31 March 2021, have been re-presented as financial instruments measured at amortised cost to better align with the requirements of the applicable accounting standard. Notes to the Consolidated Financial Statements The Group’s financial instruments by category at 31 March was: | 142 | | | | Financial | | | | --- | --- | --- | --- | --- | --- | --- | | | | Financial | instruments | | | | | | instruments at | | measured at | | Total financial | Non-financial | | | | FVTPL | amortised cost | | instruments | instruments Total | 2022 £’m £’m £’m £’m £’m Investments 71.1 — 71.1 — 71.1 Investment in associates — — — 0.9 0.9 Property and equipment — — — 26.6 26.6 Right-of-use assets — — — 83.1 83.1 Deferred tax assets — — — 28.1 28.1 Linked investments backing policyholder funds 10,785.9 — 10,785.9 — 10,785.9 Trade and other receivables — 254.8 254.8 14.6 269.4 Income tax recoverable — — — 10.4 10.4 Cash and cash equivalents — 406.6 406.6 — 406.6 Total assets 10,857.0 661.4 11,518.4 163.7 11,682.1 Policyholder investment contract liabilities (10,769.9) — (10,769.9) — (10,769.9) Other liabilities (65.1) — (65.1) — (65.1) Lease liabilities — (109.4) (109.4) — (109.4) Pension fund obligation — — — (0.1) (0.1) Trade and other payables — (354.4) (354.4) — (354.4) Income tax payable — — — (11.2) (11.2) Deferred tax liabilities — — — (30.4) (30.4) Total liabilities (10,835.0) (463.8) (11,298.8) (41.7) (11,340.5) Financial Financial instruments instruments at measured at Total financial Non-financial FVTPL amortised cost instruments instruments Total 2021 £’m £’m £’m £’m £’m Investments 82.3 — 82.3 — 82.3 Investment in associates — — — 0.7 0.7 Property and equipment — — — 30.7 30.7 Right-of-use assets — — — 90.3 90.3 Deferred tax assets — — — 24.8 24.8 Linked investments backing policyholder funds 9,063.9 — 9,063.9 — 9,063.9 Trade and other receivables — 242.4 242.4 13.9 256.3 Income tax recoverable — — — 5.9 5.9 Cash and cash equivalents — 337.5 337.5 — 337.5 Assets classified as held for sale — — — 12.2 12.2 Total assets 9,146.2 579.9 9,726.1 178.5 9,904.6 Policyholder investment contract liabilities (9,033.6) — (9,033.6) — (9,033.6) Other liabilities (79.6) — (79.6) — (79.6) Lease liabilities — (110.4) (110.4) — (110.4) Pension fund obligation — — — (0.7) (0.7) Trade and other payables — (381.6) (381.6) — (381.6) Income tax payable — — — (8.8) (8.8) Deferred tax liabilities — — — (29.0) (29.0) Liabilities classified as held for sale — — — (7.6) (7.6) Total liabilities (9,113.2) (492.0) (9,605.2) (46.1) (9,651.3) Ninety One Integrated Annual Report 2022 # 21. Share capital and other reserves # 21(a) Share capital Ordinary shares are classified as equity instruments when there is no contractual obligation to deliver cash or other assets to another entity. The value of the Group's share capital consists of the number of ordinary shares in issue in Ninety One plc and Ninety One Limited multiplied by their nominal value. Details of the share capital of Ninety One plc and Ninety One Limited are: | | Number of shares | Nominal value | | --- | --- | --- | | | Millions | £'m | | Ninety One plc | | | | Ordinary shares of £0.0001 each, issued, allotted and fully paid^{1} | 622.6 | 0.1 | | Special shares of £0.0001 each, issued, allotted and fully paid^{2} | | | | Special converting shares | 300.1 | — | | UK DAS share | * | — | | UK DAN share | * | — | | Special voting share | * | — | | Special rights share | * | — | | Ninety One plc balance at 31 March 2022 and 2021 | | 0.1 | | | Number of shares | Nominal value | | --- | --- | --- | | | Millions | £'m | | Ninety One Limited | | | | Ordinary shares with no par value, issued, allotted and fully paid^{1} | 300.1 | 441.1 | | Special shares with no par value, issued, allotted and fully paid^{2} | | | | Special converting shares | 622.6 | — | | SADAS share | * | — | | SADAN share | * | — | | Special voting share | * | — | | Special rights share | * | — | | Ninety One Limited balance at 31 March 2022 and 2021 | | 441.1 | | Total ordinary shares in issue and share capital at 31 March 2022 and 2021 | 922.7 | 441.2 | * Represents one share 1. All ordinary shares in issue rank per passu and carry the same voting rights and entitlement to receive dividends and other distributions declared or paid by the Group. Ninety One Limited is authorised to issue one billion ordinary shares with no par value. 2. Special shares will not have any rights to vote, except on a resolution either to vary the rights attached to such share or on a winding up of Ninety One plc or Ninety One Limited, nor any right to receive any dividend, other distribution or repayment of capital by Ninety One plc or Ninety One Limited. Under the terms of the DLC Agreements, shareholders of Ninety One plc and Ninety One Limited have common economic and voting rights as if Ninety One plc and Ninety One Limited are a single decision-making body. These include equivalent dividends on a per share basis, joint electorate and class right variations, special's converting shares, special voting share and special rights share are issued to facilitate joint voting by shareholders of Ninety One plc and Ninety One Limited on any joint electorate action and class rights action. The UK DAS share, UK DAN share, SADAN share and SADAN share are dividend access shares that support the DLC equalisation principles, including this requirement that ordinary shareholders of Ninety One plc and Ninety One Limited are paid equal cash dividends per share. # 21(b) Own share reserve The Group established the EBTs for the purpose of purchasing the Group's shares and satisfying the share-based payment awards granted to employees. The EBTs are funded and operated by the relevant entity of the Group and hold shares that have not vested unconditionally to employees of the Group. The EBTs are consolidated into the Group's consolidated financial statements, with any Ninety One shares held by the EBTs classified as own shares deducted from equity of the Group's consolidated statement of financial position. These shares are recorded at cost, and no gain or loss is recognised in the Group's consolidated statement of comprehensive income on the purchase, sale, issue or cancellation of these shares. 143 Strategic Report Governance Financial Statements Additional Information Notes to the Consolidated Financial Statements 144 The movements in own share reserve during the year were: | | 2022 | | 2021 | | | --- | --- | --- | --- | --- | | | Number of shares | | Number of shares | | | | Millions | £'m | Millions | £'m | | At 1 April | 11.0 | 19.5 | 6.4 | 9.9 | | Own shares purchased | 6.8 | 16.7 | 4.6 | 9.6 | | Own shares released | (0.2) | (0.5) | — | — | | **At 31 March** | **17.6** | **35.7** | **11.0** | **19.5** | ## 21(c) Other reserves The movements in other reserves during the year were: | | Distributable reserve | Merger reserve | DLC reserve | Share-based payment reserve | Foreign currency translation reserve | Total | | --- | --- | --- | --- | --- | --- | --- | | | £'m | £'m | £'m | £'m | £'m | £'m | | 2022 | (i) | (ii) | (iii) | (iv) | (v) | | | At 1 April | 732.2 | 183.0 | (1,236.5) | 12.5 | (29.6) | (338.4) | | Exchange differences on translating foreign subsidiaries | — | — | — | — | 9.1 | 9.1 | | Exchange differences transferred to profit or loss | — | — | — | — | 0.3 | 0.3 | | Share-based payment amortisations | — | — | — | 12.1 | — | 12.1 | | Vesting and release of share awards | — | — | — | (0.4) | — | (0.4) | | **At 31 March** | **732.2** | **183.0** | **(1,236.5)** | **24.2** | **(20.2)** | **(317.3)** | | | Distributable reserve | Merger reserve | DLC reserve | Share-based payment reserve | Foreign currency translation reserve | Total | | --- | --- | --- | --- | --- | --- | --- | | | £'m | £'m | £'m | £'m | £'m | £'m | | 2021 | (i) | (ii) | (iii) | (iv) | (v) | | | At 1 April | 732.2 | 183.0 | (1,236.5) | 4.7 | (35.0) | (351.6) | | Exchange differences on translating foreign subsidiaries | — | — | — | — | 5.1 | 5.1 | | Exchange differences on translation of related assets and liabilities classified as held for sale | — | — | — | — | 0.3 | 0.3 | | Share-based payment amortisations | — | — | — | 7.8 | — | 7.8 | | **At 31 March** | **732.2** | **183.0** | **(1,236.5)** | **12.5** | **(29.6)** | **(338.4)** | The Group was demerged from Investec in March 2020 and reserves (i) to (ii) were created during the demerger process. ### (i) Distributable reserve The distributable reserve represents the premium of shares issued by Ninety One plc to Investec plc shareholders in exchange for the 80 percent stake, plus one share, in Ninety One UK Limited. ### (ii) Merger reserve The merger reserve is a legally created reserve arising from the demerger transactions that represents the premium of shares issued by Ninety One plc to Forty Two Point Two in exchange for its 20 percent (less one share) stake in Ninety One UK Limited. This transaction attracted merger relief under section 612 of the Companies Act 2006. ### (iii) DLC reserve The DLC reserve is an accounting reserve in equity to reflect the difference between the consideration for the acquired net assets of Ninety One UK Limited and Ninety One Africa Proprietary Limited (i.e. the value of shares issued by Ninety One plc and Ninety One Limited) and the share capital and share premium of Ninety One UK Limited and Ninety One Africa Proprietary Limited. ### (iv) Share-based payment reserve The share-based payment reserve comprises the fair value of share awards granted which are yet to be exercised. The amount will be reversed to the own share reserve when the related awards are forfeited or vested and transferred to employees. Ninety One Integrated Annual Report 2022 # **(v) Foreign currency translation reserve** The foreign currency translation reserve represents the exchange differences arising from the translation of the financial statements of foreign subsidiaries. # **22. Share-based payments** A summary of charges related to share-based payments (excluding employer taxes) for each share-based payment arrangement was: | | 2022 | 2021 | | --- | --- | --- | | | £m | £m | | Ninety One plc LTIP and Ninety One Limited LTIP (note 22(a)(i)) | 11.9 | 7.5 | | Ninety One SIP (note 22(a)(ii)) | 0.2 | 0.3 | | Investec Share Plans (note 22(b)) | 0.6 | 1.0 | | **Expense charged to statement of comprehensive income: Equity settled** | **12.7** | **8.8** | # **22(a) Ninety One share scheme** The Group has two long-term incentive plans and a UK tax advantaged share incentive plan. These are the Ninety One plc Long-Term Incentive Plan ("Ninety One plc LTIP"), Ninety One Limited Long-Term Incentive Plan ("Ninety One Limited LTIP") and Ninety One Share Incentive Plan ("Ninety One SIP") (collectively known as the "Ninety One share scheme"). Awards under the Ninety One share scheme have been accounted for as equity-settled share-based payments. The fair value of employee services received, measured by reference to the grant date fair value of the awards adjusted by the estimate of the likely levels of forfeiture and achievement of performance criteria, is recognised as an expense over the vesting period with a corresponding credit to the share-based payment reserve in the equity of the Group's consolidated financial statements. The vesting period for these plans may commence before the legal grant date if the employees have started to render services in respect of the award before the legal grant date, where there is a shared understanding of the terms and conditions of the arrangement. At each period end, the Group reassesses the number of equity instruments expected to vest, and recognises any difference between the revised and original estimate in the consolidated statement of comprehensive income with a corresponding adjustment to the share-based payment reserve in equity. Failure to meet a vesting condition by the employee is not treated as a cancellation, and the amount of expense recognised for the award is adjusted to reflect the number of awards expected to vest. # **(i) Ninety One plc LTIP and Ninety One Limited LTIP** Employees of Ninety One plc and its subsidiaries are eligible to participate in the Ninety One plc LTIP. Employees of Ninety One Limited and its subsidiaries are eligible to participate in the Ninety One Limited LTIP. Awards are made at the discretion of the Group's Human Capital and Remuneration Committee and may be granted in the form of options, forfeitable shares or conditional awards. Awards granted under the Ninety One plc LTIP are over shares in Ninety One plc and awards granted under the Ninety One Limited LTIP are over shares in Ninety One Limited. The awards granted under the Ninety One plc LTIP and Ninety One Limited LTIP took the form of forfeitable shares or conditional awards. Awards are granted in the following circumstances: - Listing awards: on the Admission Date, awards over approximately £2,000 worth of shares were made to all eligible employees of selected subsidiaries of the Group as at the date of admission. These listing awards will vest after three years; - annual bonus deferral into shares: before the Date of Demerger, the Ninety One Business operated a bonus deferral arrangement where a portion of selected employees' annual bonuses were deferred into investment funds managed by the Ninety One Business. The Ninety One share scheme is intended to complement this arrangement and allow for a portion of the annual bonus to be deferred into an award under the Ninety One plc LTIP or Ninety One Limited LTIP. The bonus deferral awards over shares will vest after at least three years, in line with the vesting period of awards deferred into investment funds; - ad hoc awards for strategically important employees and new hires, excluding Executive Directors: these awards will vest in equal tranches on the third, fourth and fifth anniversaries of the grant; and - annual single incentive award: awards granted to Executive Directors based on the long term and short term performance measures as determined by the Human Capital and Remuneration Committee annually. These awards will vest up to the fifth anniversary of the grant and will be subject to a further holding period after vesting. 145 Strategic Report Governance Financial Statements Additional Information ![img-22.jpeg](img-22.jpeg) Notes to the Consolidated Financial Statements 2022 2021 | | Number of | | Number of | | | --- | --- | --- | --- | --- | | 146 | | ordinary | ordinary | | | | | shares | | shares | Millions Millions Outstanding at 1 April 10.0 5.6 Granted 4.8 4.5 Vested (0.2) — Forfeited (0.4) (0.1) Outstanding at 31 March 14.2 10.0 *Number of share awards less than 0.1 million are not presented in the above table. The weighted average fair value of shares granted under these plans during the year ended 31 March 2022 is £2.236 (2021: £2.284). Fair value is equal to the market value of the shares at the date of grant. (ii) Ninety One SIP The Ninety One SIP is an all-employee share plan. Free share awards (over approximately £2,000 worth of shares in Ninety One plc) were made under the Ninety One SIP. All eligible UK employees on the admission date in March 2020 received their listing awards (as described in 22(a)(i)) as free share awards under the Ninety One SIP which are subject to a three-year holding period starting from the grant date. The Ninety One SIP is also used as an employee share purchase plan. 2022 2021 Number of Number of ordinary ordinary shares shares Millions Millions Outstanding at 1 April 0.6 0.6 Vested (0.1) — Outstanding at 31 March 0.5 0.6 *Number of share awards less than 0.1 million are not presented in the above table. ### 22(b) Investec Share Plans (i) Investec Share Plans – Investec Ordinary Shares Investec operates a share option scheme involving share options in Investec Limited and Investec plc (the “Investec Share Plans”). The Investec Share Plans, which are on an equity-settled basis, allowed the Group’s employees to acquire shares of Investec Limited and Investec plc (“Investec Ordinary Shares”) prior to the demerger. Following the demerger, share awards outstanding at the date of demerger under the Investec Share Plans continue on their vesting schedule, modified such that the awards are over a combination of Investec Ordinary Shares and ordinary shares of the Group (“Ninety One Ordinary Shares”), in the same ratio as received by the holders of Investec Ordinary Shares on the admission date. As a result of this arrangement, the obligation of settling both Investec Ordinary Shares and ordinary shares of the Group remains with Investec. Investec continues to recharge the expenses arising from these share-based payments related to the Group’s employees until all the options are vested. As the changes to the Investec Share Plans are not beneficial to the employees of the Group, these changes do not result in the accounting for modification to the share-based payment arrangement under IFRS 2. Awards over Ninety One Ordinary shares continue to be accounted for as equity-settled share-based payments within the scope of IFRS 2. Awards over Investec Ordinary Shares are accounted for as employee benefits within the scope of IAS 19 Employee Benefits. Ninety One Integrated Annual Report 2022 The movements in and number of options outstanding to acquire Investec Ordinary Shares and the weighted average exercise price (“WAEP”) were: 147 UK Schemes South African Schemes 2022 2021 2022 2021 Number of Number of Number of Number of share share share share options WAEP options WAEP options WAEP options WAEP Millions £ Millions £ Millions R Millions R Outstanding at 1 April 1.1 0.01 1.1 0.01 0.4 — 0.6 — Exercised (0.1) — — — (0.2) — (0.2) — Outstanding at 31 March 1.0 0.01 1.1 0.01 0.2 — 0.4 — | *Number of share options less than 0.1 million are not presented in the above table. | | | | | | | | | | | | | | | | | Strategic ReportGovernanceFinancial StatementsAdditional Information | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Number of | | | | Number of | | | | Number of | | | | Number of | | | | | | | | share | WAEP | | | share | WAEP | | | share | WAEP | | | share | WAEP | | | | | | options | | £ | | options | | £ | | options | | R | | options | | R | | Exercisable at 31 March 3,515 — 3,362 — 7,628 — 6,469 — The exercise price range and weighted average remaining contractual life for share options outstanding at the year end were: UK Schemes South African Schemes 2022 2021 2022 2021 Exercise price range £0 – 4.18 £0 – 4.18 R — R — Weighted average remaining contractual life (years) 3.33 3.33 0.49 0.99 (ii) Investec Share Plans – Ninety One Ordinary Shares The movements in and numbers of options outstanding to acquire Ninety One Ordinary Shares and the WAEP were: UK Schemes South African Schemes 2022 2021 2022 2021 Number of Number of Number of Number of share share share share options WAEP options WAEP options WAEP options WAEP Millions £ Millions £ Millions R Millions R Outstanding at 1 April 0.5 0.01 0.5 0.01 0.2 — 0.3 — Exercised — — — — (0.1) — (0.1) — Outstanding at 31 March 0.5 0.01 0.5 0.01 0.1 — 0.2 — *Number of share options less than 0.1 million are not presented in the above table. Number of Number of Number of Number of share WAEP share WAEP share WAEP share WAEP options £ options £ options R options R Exercisable at 31 March 1,755 — 1,221 — 3,539 — 1,114 — The exercise price range and weighted average remaining contractual life for share options outstanding at the year end were: UK Schemes South African Schemes 2022 2021 2022 2021 Exercise price range £0 – 3.39 £0 – 3.39 R — R — Weighted average remaining contractual life (years) 3.33 3.33 0.49 0.99 Notes to the Consolidated Financial Statements ## 23. Notes to the consolidated statement of cash flows ### 148 23(a) Reconciliation of cash flows from operations 2022 2021 Notes £’m £’m Profit before tax 267.1 204.1 Adjusted for: | Net gain on investments | 5 (1.2) (15.6) | | --- | --- | | Depreciation of property and equipment | 4 5.3 5.1 | | Depreciation of right-of-use assets | 4 9.7 11.5 | | Net interest expense | 6 0.1 1.5 | Net loss of pension fund 0.1 0.1 Net fair value gains on linked investments backing policyholder funds 15 (478.5) (1,190.2) Net fair value change on policyholder investment contract liabilities 15 772.6 1,455.0 Net contributions received from/(withdrawn by) policyholders 15 202.1 (46.8) Loss on disposal of property and equipment — 0.4 Gain on disposal of subsidiaries 7(a) (14.9) — Share of profit from associates (0.4) (0.6) Gain on partial disposal of associate — (0.2) Share-based payment amortisations related to Ninety One share scheme 12.1 7.8 Working capital changes: Trade and other receivables (13.1) (3.7) Assets classified as held for sale 12.2 (8.7) Trade and other payables (27.7) 77.3 Other liabilities (15.4) 2.7 Liabilities classified as held for sale (7.6) 7.6 Cash flows from operations 722.5 507.3 Refer to the Annexure to the consolidated financial statements for the split of shareholder and policyholder cash flows. ### 23(b) Reconciliation of liabilities arising from financing activities The table below details changes in the Group’s liabilities from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are liabilities for which cash flows were, or future cash flows will be, classified in the consolidated statement of cash flows as cash flows from financing activities. Lease liabilities 2022 2021 Notes £’m £’m At 1 April 110.4 101.6 Changes from cash flows: Principal elements of lease payments (5.3) (4.0) Interest paid in respect of lease liabilities (1.7) (1.2) Payment of lease liabilities (7.0) (5.2) Other changes: Additions and remeasurements of lease liabilities 0.8 13.8 Interest expense 6 3.8 3.7 Transfer to liabilities classified as held for sale — (0.7) Exchange adjustments 1.4 (2.8) At 31 March 109.4 110.4 Ninety One Integrated Annual Report 2022 ## 24. Commitments The Group has a USD20.0 million (2021: USD20.0 million) private equity investment commitment to the Ninety One Africa Frontier Private Equity Associate Fund L.P. of which USD18.2 million (2021: USD18.2 million) has been paid. These amounts, net of amounts recovered to date, are reflected as non-current other receivables of USD3.9 million (2021: USD3.8 million), equivalent to £3.0 million (2021: £2.7 million), and current other receivables of USD0.5 million (2021: USD0.7 million), equivalent to £0.4 million (2021: £0.5 million). The Group also has a USD10.5 million (2021: USD10.5 million) private equity investment commitment to the Ninety One Africa Private Equity Fund 2 GP L.P. of which USD8.9 million (2021: USD8.8 million) has been paid. This amount has been classified as a non-current investment with the fair value of USD 4.6 million, equivalent to £3.5 million (2021: £3.9 million) at 31 March 2022. ## 25. Interests in unconsolidated structured entities A structured entity is an entity that has been designed so that voting or similar rights are not the dominant factor in deciding control, such as when any voting rights relate to administrative tasks only, or when the relevant activities are directed by means of contractual arrangements. The types of structured entities that the Group does not consolidate but in which it holds an interest are: | Type of structured entity | Nature and purpose | Interest held by the Group | | --- | --- | --- | | Mutual funds | To manage assets on behalf of investors and generate fees for the investment manager. These vehicles are financed through the issue of shares or units to investors. | i) Shares or units issued by the funds ii) Management fee and performance fee | Interests held by the Group in mutual funds are: | | Number of funds | AUM of the funds £'m | Carrying amount included in the statement of financial position £'m | Investment management and performance fees for the year £'m | Management/performance fees receivable as at year end £'m | | --- | --- | --- | --- | --- | --- | | At 31 March 2022 | 139 | 67.1 | 144.0 | 403.6 | 34.8 | | At 31 March 2021 | 137 | 63.6 | 155.5 | 398.7 | 38.0 | The Group's proprietary investments in mutual funds comprise investment in money market funds and seed investments which are classified as cash and cash equivalents and current investments on the consolidated statement of financial position respectively. The carrying value of the Group's proprietary investments and fees receivable represent the Group's maximum exposure to loss from the interests in unconsolidated structured entities. During the years ended 31 March 2022 and 2021, the Group did not provide financial support to unconsolidated structured entities and has no intention of providing financial or other support. ## 26. Related parties In the ordinary course of business, the Group carries out transactions with related parties, as defined by IAS 24 Related Party Disclosures. Apart from those disclosed elsewhere in the consolidated financial statements, material transactions for the year are set out below. ### 26(a) Transactions with key management personnel The key management personnel are defined as the Directors (both Executive and Non-Executive) of Ninety One plc and Ninety One Limited. Details of the compensation paid to the Directors are disclosed on page 87 as well as their shareholdings in the Group on page 92 of the Annual Report on Remuneration. The remuneration related to key management personnel for employee services was: | | 2022 £'m | 2021 £'m | | --- | --- | --- | | **Type of remuneration** | | | | Short-term employee benefits | 6.1 | 5.7 | | Share-based payments | 2.3 | 1.2 | | | 8.4 | 6.9 | 149 Strategic Report Governance Financial Statements Additional Information ![img-23.jpeg](img-23.jpeg) Notes to the Consolidated Financial Statements 150 ## 26. Related parties ### 26(b) Balance and transactions with Marathon Trust and Forty Two Point Two Ninety One employees indirectly hold an interest in the Group through the Marathon Trust (the "Trust") and Forty Two Point Two. The Trust owns 100 percent of Forty Two Point Two and Forty Two Point Two owns 23.41 percent (2021: 21.85 percent) of the Group. During the year ended 31 March 2022, Forty Two Point Two increased their shareholding in the Group by 1.6 percent (2021: increased by 1.5 percent) through purchases of shares in the market. The terms and conditions of the transaction were no more favourable than those available, or which might be expected to be available, on a similar transaction to non-related entities. There are no cross guarantees between Ninety One and Forty Two Point Two. ### 26(c) Balances and transactions with former parent group, Investec Investec retained significant influence over the Group by holding 25 percent (2021: 25 percent) of the Group's shares, therefore Investec and its Directors remain related parties to the Group for the financial years 2022 and 2021. The Group had various transactions with Investec and its subsidiaries, all of which were in the normal course of business. Transactions and balances were: | | 2022 | 2021 | | --- | --- | --- | | | £'m | £'m | | **Transactions with Investec** | | | | Administration fee expenses | 4.5 | 4.0 | | | 2022 | 2021 | | | £'m | £'m | | **Balances with Investec** | | | | Amounts payable to Investec | 0.3 | 0.5 | | Current account with Investec Bank Limited^{1} | — | 1.3 | | Current account with Investec Bank (Channel Islands) Limited^{1} | — | 0.3 | 1. Investec incurred operating expenditures (i.e. accommodation, systems and information) on behalf of the Group. Investec recharged these expenditures at cost to the Group on a monthly basis. 2. For the year ended 31 March 2021, the current accounts with Investec Bank Limited and Investec Bank (Channel Islands) Limited earned interest at 6.7% and 0% per annum respectively. ### 26(d) Other related parties The Group operates and participates in staff pension schemes as detailed in note 18. Transactions made between the Group and the Group's staff pension schemes are made in the normal course of business. ## 27. Financial risk management and fair values of financial instruments The Group has exposure to credit and liquidity risk which arises in the normal course of the business. The Group is also exposed to market risk arising from its financial instruments. This note presents information about the Group's exposure to each of the above risks and the objectives, policies and processes for measuring and managing risk. The Board of Directors of the Group has overall responsibility for the oversight of the Group's risk management framework. The Management Risk Committee, which is responsible for developing and monitoring the Group's risk management policies, reports quarterly to the Board of Directors on its activities. The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. The Management Risk Committee meets once every two months and risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's business activities. The Management Audit Committee reviews and oversees financial, audit and tax-related matters. The Internal Audit Team undertakes both regular and ad hoc reviews of the governance framework, risk management and control environment, the results of which are reported to the Management Audit Committee, as well as the DLC Audit and Risk Committee. Ninety One Integrated Annual Report 2022 The DLC Audit and Risk Committee oversees how management monitors compliance with the Group's risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Group. The DLC Audit and Risk Committee receives updates from the Internal Audit Team, the Management Risk Committee and the Management Audit Committee on a regular basis. Material risks are appropriately escalated to the DLC Audit and Risk Committee, and all levels of risk are regularly and formally evaluated. ## 27(a) Policyholders' assets and liabilities The Group has no credit or market risk related to policyholders' investments and trade and other receivables as they are matched by the liability that the Group has to its policyholders for the value of these assets. The risks and rewards associated with the policyholders' investments and trade and other receivables are therefore borne by the policyholders and not by the Group. Therefore, the credit and market risk disclosure in the remainder of this note only deals with the financial risks related to non-policyholder financial assets and liabilities. ## 27(b) Credit risk Credit risk is the risk of financial loss to the Group if a client or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group's trade receivables. The Group's credit risk arising from cash and cash equivalents is limited because the counterparties are reputable banks or financial institutions with a minimum credit rating of Ba3 or BB assigned by Moody's and S&P respectively, which the management of the Group considers to have low credit risk. The maximum exposure to credit risk is represented by the carrying value of trade receivables and cash and cash equivalents. The Group has no significant concentrations of credit risk with respect to trade receivables as the client bases are widely dispersed in different sectors and industries. Ageing of trade receivables at year end was: | | 2022 | 2021 | | --- | --- | --- | | | £'m | £'m | | Less than 30 days | 119.0 | 110.2 | | Between 30 and 90 days | 1.1 | 4.9 | | More than 90 days | 0.4 | 0.1 | | | 120.5 | 115.2 | Outstanding balances are aged monthly and long outstanding balances are actively followed up. Trade receivables for the ageing analysis are reconciled to the total trade and other receivables presented on the consolidated statement of financial position as follows: | | Notes | 2022 £'m | 2021 £'m | | --- | --- | --- | --- | | Trade receivables per ageing analysis | | 120.5 | 115.2 | | Trade receivables related to policyholders | | 66.7 | 51.0 | | Subscription account receivables | | 56.3 | 68.1 | | Other receivables | | 11.3 | 8.1 | | Trade and other receivables measured at amortised cost | 20 | 254.8 | 242.4 | | Trade and other receivables – non-financial instruments^{1} | 20 | 14.6 | 13.9 | | Trade and other receivables – total | | 269.4 | 256.3 | 1. Principally relate to sundry debtors and fund exchange receivables. 2. Principally relate to prepayments and deposits. ECLs are calculated on all of the Group's financial assets that are measured at amortised cost, which are presented in note 20 to the consolidated financial statements. The Group applies the IFRS 9 simplified approach to measuring ECLs for trade receivables at an amount equal to lifetime ECLs. The ECLs on trade receivables are determined by grouping together trade receivables with similar credit risk characteristics and collectively assessing them for the likelihood of recovery, taking into account prevailing economic conditions. While cash and cash equivalents are also subject to the impairment requirement of IFRS 9, the identified impairment loss was immaterial. Expected loss rates are based on the payment profiles of trade receivables over the preceding ten years and the corresponding historical credit losses experienced within this period. These rates are adjusted to reflect differences between economic conditions during the period over which the historic data has been collected, current conditions and the Group's view of economic conditions over the expected lives of the receivables. The ECLs are considered insignificant as the results of the assessment showed an insignificant impact, therefore no loss allowance has been provided for the years ended 31 March 2022 and 2021. 153 Strategic Report Governance Financial Statements Additional Information ![img-24.jpeg](img-24.jpeg) Notes to the Consolidated Financial Statements 152 ## 27(c) Liquidity risk Liquidity risk is the risk that the Group cannot meet its financial obligations as they fall due. The Group's approach to managing liquidity is to maintain sufficient liquidity to cover any cash flow funding, meeting obligations as they fall due and maintaining solvency. The Group holds sufficient liquid funds to cover its needs in the normal course of business. The maximum exposure to liquidity risk is represented by current financial liabilities. All outstanding amounts are unsecured and interest-free. With the exception of lease liabilities, current financial liabilities are contractually due within one year or repayable on demand. The remaining contractual maturity of lease liabilities is disclosed in note 13. ## 27(d) Market risk Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates and equity prices will affect the Group's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters. ### (i) Currency risk The Group is exposed to currency risk in the ordinary course of business on portions of its trade receivables, cash and cash equivalents and trade and other payables. Foreign currency exchange rate fluctuations may create unpredictable earnings and cash flow volatility. Entities within the Group conducting business with international counterparties that leads to future cash flows denominated in a currency other than their functional currencies are exposed to the risk from changes in foreign currency exchange rates. Outstanding amounts are regularly monitored and settled to mitigate currency exposures. The risk is also mitigated by, as far as possible, closing all types of business transactions mainly in the functional currency. ### Effects of foreign currency translation The financial statements of those entities located outside of the United Kingdom are translated into Pound Sterling for the preparation of the financial statements of the Group. Investments in foreign-based operations are permanent and that reinvestment is continuous. Effects from foreign currency exchange rate fluctuations on the translation of net asset amounts into Pound Sterling are reflected in other comprehensive income in the consolidated statement of comprehensive income. ### Cash flow sensitivity analysis At the year ended 31 March 2022, if the functional currencies of respective foreign entities had strengthened by 10%, profit before tax and equity of the Group would have decreased by £1.9 million (2021: £1.4 million). A 10% weakening would have had the equal but opposite effect. Results of the analysis represent an aggregation of the instantaneous effects on each of the entities' profit before tax. Differences from the translation of the financial statements of foreign operations into the Group's presentation currency are excluded. ### (ii) Interest rate risk The Group adopts a policy of ensuring that its exposure to changes in interest rates is on a floating rate basis as virtually all such exposures are short-term in nature. At the year end, the Group's only interest-bearing financial instruments were cash and cash equivalents (2021: cash and cash equivalents and loan receivable from a staff share scheme trust, which are variable rate instruments). ### Cash flow sensitivity analysis An increase of 10 basis points in interest rates at the year ended 31 March 2022 would have increased profit before tax and equity by £0.4 million (2021: £0.3 million). A decrease of 10 basis points in interest rates at year end would have had the equal but opposite effect. This assumes that all other variables remain constant and the year-end balance has been constant throughout the year. The analysis is performed on the same basis for the prior year. ### (iii) Price risk The financial instruments of the Group subject to price risk principally relates to its deferred compensation investments and its investments in pooled vehicles which are seed capital investments. As the Group's deferred compensation investments are matched by the liability the Group has to its employees for the value of these investments, there is no impact to the consolidated statement of comprehensive income for changes in the values of these investments. Price risk on seed capital investments is not deemed to be significant due to the size of these holdings. Ninety One Integrated Annual Report 2022 ### 27(e) Capital management The capital of the Group is considered to be its share capital and reserves. The Group’s objectives and policies are to retain 153 sufficient capital on hand to meet the external minimum capital requirements of the Financial Conduct Authority (“FCA”) in the UK, the Financial Sector Conduct Authority (“FSCA”) in South Africa and certain overseas financial regulators, and to safeguard the Group’s ability to continue as a going concern. All regulated entities within the Group complied with the externally imposed regulatory capital requirements. Through our internal capital adequacy assessment processes and in conjunction with the Board of Directors, management assesses the capital requirements to ensure that the Group holds sufficient capital to mitigate the financial impact of any key risks materialising. There were no changes in the approach to capital management during the year. ### 27(f) Fair value measurements The fair values of all financial instruments are substantially similar to carrying values reflected in the consolidated statement Strategic ReportGovernanceFinancial StatementsAdditional Information of financial position as they are short-term in nature, subject to variable, market-related interest rates or stated at fair value in the statement of financial position. The Group measures fair values including policyholders’ assets and liabilities using the following fair value hierarchy that reflects the significance of the inputs used in making the measurements: Level 1: Quoted market price (unadjusted) in an active market for an identical instrument. Level 2: Prices that are not traded in an active market but are determined using valuation techniques, which are based on observable inputs. The Group’s level 2 financial instruments principally comprise unquoted investments including equities, mutual funds, collective investment schemes, debt securities and derivatives. Valuation techniques may include using a broker quote in an active market or an evaluated price based on a compilation of primarily observable market information utilising information readily available via external sources. Level 3: Valuation techniques that include significant inputs that are unobservable. Information about level 3 fair value measurements are explained below in note 27(f)(i). Financial instruments measured at fair value at the end of the reporting period by the level in the fair value hierarchy were: Level 1 Level 2 Level 3 Total 2022 Notes £’m £’m £’m £’m Deferred compensation investments 11 59.2 — — 59.2 | Seed investments | 11 2.7 — — 2.7 | | --- | --- | | Unlisted investment vehicles | 11 — — 3.5 3.5 | | Other investment | 11 — 5.7 — 5.7 | | Investments backing policyholder funds | 15 2,973.0 7,749.0 63.9 10,785.9 | | Total financial assets measured at fair value | 20 3,034.9 7,754.7 67.4 10,857.0 | | Policyholder investment contract liabilities | 15 (2,973.0) (7,733.0) (63.9) (10,769.9) | | Other liabilities | 17 (65.1) — — (65.1) | | Total financial liabilities measured at fair value | 20 (3,038.1) (7,733.0) (63.9) (10,835.0) | 2021 Deferred compensation investments 11 73.7 — — 73.7 | Seed investments | 11 3.1 — — 3.1 | | --- | --- | | Unlisted investment vehicles | 11 — — 5.5 5.5 | | Investments backing policyholder funds | 15 2,411.7 6,583.1 69.1 9,063.9 | | Total financial assets measured at fair value | 20 2,488.5 6,583.1 74.6 9,146.2 | | Policyholder investment contract liabilities | 15 (2,411.7) (6,552.8) (69.1) (9,033.6) | | Other liabilities | 17 (79.6) — — (79.6) | | Total financial liabilities measured at fair value | 20 (2,491.3) (6,552.8) (69.1) (9,113.2) | During the years ended 31 March 2022 and 2021, there were no transfers between level 1 and level 2, or transfers into or out of level 3. The Group’s policy is to recognise transfers between levels of fair value hierarchy as at the end of the reporting period in which they occur. Carrying amounts of the financial assets and financial liabilities measured at amortised cost approximate fair value. Notes to the Consolidated Financial Statements 154 ## 27(f) Fair value measurements ### (i) Information about level 3 fair value measurements Unlisted investment vehicles represent the Group's investment in Ninety One Africa Private Equity Fund 2 L.P. (2021: Investment in Ninety One Africa Private Equity Fund 2 L.P. and Lango Real Estate Limited). The input used in measuring its fair value is the audited net asset value of the underlying investment which is calculated by the General Partner. Unrealised (loss)/gain on investments is included in net gain on investments in the consolidated statement of comprehensive income. Investments backing policyholder funds/policyholder investment contract liabilities include derivatives that are not actively traded and where the principal input in their valuation (i.e. credit spreads) is unobservable. Accordingly, an alternative valuation methodology has been applied being either an EBITDA multiple or expected cost recovery. A sensitivity analysis has not been presented as the "stressing" of the significant unobservable inputs applied in the valuation does not have a material impact on the consolidated financial statements. The movements during the year in the balance of the level 3 fair value measurements were: | | 2022 | 2021 | | --- | --- | --- | | | £'m | £'m | | At 1 April | 5.5 | 4.8 | | (Disposal)/purchase of investments | (1.3) | 0.4 | | Unrealised (loss)/gain on investments | (0.7) | 0.3 | | **At 31 March** | **3.5** | **5.5** | ## 28. Events after the reporting date Other than the dividend recommended by the Board presented in note 10, no event was noted after the reporting date that would require disclosures in or adjustments to the consolidated financial statements. ## 29. Subsidiaries and other related undertakings The Group operates globally, which results in the Group having a corporate structure consisting of a number of related undertakings, comprising subsidiaries and associates. All subsidiaries have been consolidated in the Group's financial statements. There are no restrictions or changes in ownership of the subsidiaries. The Group's related undertakings along with the place of incorporation, the registered address, the classes of shares held and the effective percentage of equity owned at 31 March 2022 are disclosed below. The addresses of the registered offices of Ninety One plc and Ninety One Limited are 55 Gresham Street, London, EC2V 7EL, United Kingdom and 36 Hans Strijdom Avenue, Cape Town, 8001, South Africa respectively. | Company name | Share-class | Interest in % | | --- | --- | --- | | **Principal subsidiaries and associates held by Ninety One plc** | | | | **United Kingdom** | | | | **Registered office: 55 Gresham Street, London, EC2V 7EL** | | | | Ninety One Fund Managers UK Limited | Ordinary | 100 | | Ninety One Global Limited | Ordinary | 100 | | Ninety One International Limited | Ordinary | 100 | | Ninety One UK Holdings Limited^{1} | Ordinary | 100 | | Ninety One UK Limited | Ordinary | 100 | | **Australia** | | | | **Registered office: Suite 3, Level 28, Chifley Tower, 2 Chifley Square, Sydney, NSW 2000** | | | | Ninety One Australia Pty Limited | Ordinary | 100 | | **Canada** | | | | **Registered office: 22 Adelaide Street West, 3400, Toronto, Ontario, Canada, M5H 4E3** | | | | Ninety One Canada Inc.^{2} | Ordinary | 100 | Ninety One Integrated Annual Report 2022 | Company name | Share class | Interest in % | | --- | --- | --- | | Guernsey | | | | Registered office: First Floor, Dorey Court, Elizabeth Avenue, St. Peter Port, GYT 2HT | | | | Ninety One Africa Frontier Private Equity Fund GP Limited | Ordinary | 100 | | Ninety One Africa Private Equity Fund 2 GP Limited | Ordinary | 100 | | Ninety One Guernsey Limited | Ordinary | 100 | | Lango Real Estate Management Limited^{1} | Ordinary | 42.5 | | Lango Co-Invest GP Limited | Ordinary | 100 | | Lango Co-Invest LP^{2} | Partnership interest | 34.3 | | GIAP Mexico Empowerment Limited^{3} | Ordinary | 50 | | Hong Kong | | | | Registered office: Suite 1201-1206, 12/F, One Pacific Place, 88 Queensway, Admiralty | | | | Ninety One Hong Kong Limited | Ordinary | 100 | | Luxembourg | | | | Registered office: 2-4 Avenue Marie-Thérèse, L-2132 | | | | Ninety One Africa Credit Opportunities Fund 2 GP S.à.r.l. | Ordinary | 100 | | Ninety One Global Alternative Fund 2 GP S.à.r.l. | Ordinary | 100 | | Ninety One Luxembourg S.A. | Ordinary | 100 | | Singapore | | | | Registered office: 8 Wilkie Road, #03-01 Wilkie Edge, Singapore 228095 | | | | Ninety One Singapore Pte. Limited | Ordinary | 100 | | Switzerland | | | | Registered office: Seefeldstrasse 69, 8008 Zurich | | | | Ninety One Switzerland GmbH | Ordinary | 100 | | United States of America | | | | Registered office: 2711 Centerville Road, Suite 400, Wilmington, 19808, New Castle | | | | Ninety One North America, Inc. | Ordinary | 100 | | Principal subsidiaries and associates held by Ninety One Limited | | | | South Africa | | | | Registered office: 36 Hans Strijdom Avenue, Cape Town, 8001 | | | | Ninety One Africa Proprietary Limited^{4} | Ordinary | 100 | | Ninety One Alternative Investments GP Proprietary Limited | Ordinary | 100 | | Ninety One Assurance Limited | Ordinary | 100 | | Ninety One Fund Managers SA (RF) Proprietary Limited | Ordinary | 100 | | Ninety One Investment Platform Proprietary Limited | Ordinary | 100 | | Ninety One SA Proprietary Limited | Ordinary | 100 | | Graydon Business Proprietary Limited | Ordinary | 100 | | Botswana | | | | Registered office: Plot 465, Mathangwane Road, Extension 4, Gaborone | | | | Ninety One Botswana Proprietary Limited^{5} | Ordinary | 90 | | Ninety One Botswana Employee Share Scheme Trust^{6} | Unspecified | — | | Ninety One Fund Managers Botswana Proprietary Limited^{7} | Ordinary | 90 | | Namibia | | | | Registered office: 24 Orban Street, Klein Windhoek, Windhoek | | | | Ninety One Asset Management Namibia (Proprietary) Limited^{8} | Ordinary | 100 | | Ninety One Asset Management Namibia Staff Share Scheme Trust^{9} | Unspecified | — | | Ninety One Fund Managers Namibia Limited^{10} | Ordinary | 100 | | 1. Directly held by Ninety One plc. 2. Established in November 2021. 3. Established in December 2021. 4. This is an associate to the Group. 5. The 42.5 percent (2021-42.5 percent) effective holding consists of a 37.5 percent (2021-37.5 percent) direct holding by Ninety One Guernsey Limited and a 5.0 percent (2021-5.0 percent) indirect holding via GIAP Mexico Empowerment Limited. 6. During the year ended 31 March 2022, the Group disposed 44 percent of its partner(s) entered in the Lango Co-Invest LP at the subscription price paid and no gain from was recognised in the Group's consolidated statement of comprehensive income. At 31 March 2022, the Group's interest in the limited partnership decreased from 78.0 percent to 34.3 percent following the transfer of partnership interests. The Group is deemed to have lost control over the limited partnership and therefore the limited partnership is classified as an associate in the Group's consolidated statement of financial position at 31 March 2022. | | | | 7. Directly held by Ninety One Limited. 8. 70 percent of the equity interest in these companies is directly held by Ninety One Africa Proprietary Limited. 15 percent is indirectly held by Ninety One Africa Proprietary Limited via Ninety One Botswana Employee Share Scheme Trust and the remaining 10 percent is directly held by an employee. 9. The Group is considered to have control over these Trusts via Ninety One Africa Proprietary Limited under the requirements of IFRS 10. Accordingly, these Trusts are classified as indirect subsidiaries of the Company. 10. 85 percent of the equity interest in these companies is directly held by Ninety One Africa Proprietary Limited. The remaining 15 percent is indirectly held by Ninety One Africa Proprietary Limited via Ninety One Asset Management Namibia Staff Share Scheme Trust. 11. Silica Holdings Proprietary Limited and its subsidiaries were disposed on 30 April 2021. Refer to note 7(a) for detail. | | | 155 Strategic Report Governance Financial Statements Additional Information Annexure to the consolidated financial statements # Consolidated Statement of Financial Position (including policyholder figures) 156 | | 2022 | | | 2021 | | | | --- | --- | --- | --- | --- | --- | --- | | | Policyholders | Shareholders | Total | Policyholders | Shareholders | Total | | | £'m | £'m | £'m | £'m | £'m | £'m | | **Assets** | | | | | | | | Investments | — | 9.2 | 9.2 | — | 5.5 | 5.5 | | Investment in associates | — | 0.9 | 0.9 | — | 0.7 | 0.7 | | Property and equipment | — | 26.6 | 26.6 | — | 30.7 | 30.7 | | Right-of-use assets | — | 83.1 | 83.1 | — | 90.3 | 90.3 | | Deferred tax assets | — | 28.1 | 28.1 | — | 24.8 | 24.8 | | Other receivables | — | 3.3 | 3.3 | — | 3.0 | 3.0 | | **Total non-current assets** | — | 151.2 | 151.2 | — | 155.0 | 155.0 | | Investments | — | 61.9 | 61.9 | — | 76.8 | 76.8 | | Linked investments backing policyholder funds | 10,785.9 | — | 10,785.9 | 9,063.9 | — | 9,063.9 | | Income tax recoverable | — | 10.4 | 10.4 | — | 5.9 | 5.9 | | Trade and other receivables | 66.7 | 199.4 | 266.1 | 51.0 | 202.3 | 253.3 | | Cash and cash equivalents | — | 406.6 | 406.6 | — | 337.5 | 337.5 | | Assets classified as held for sale | — | — | — | — | 12.2 | 12.2 | | **Total current assets** | 10,852.6 | 678.3 | 11,530.9 | 9,114.9 | 634.7 | 9,749.6 | | **Total assets** | 10,852.6 | 829.5 | 11,682.1 | 9,114.9 | 789.7 | 9,904.6 | | **Liabilities** | | | | | | | | Other liabilities | — | 30.2 | 30.2 | — | 39.6 | 39.6 | | Lease liabilities | — | 99.5 | 99.5 | — | 106.1 | 106.1 | | Pension fund obligation | — | 0.1 | 0.1 | — | 0.7 | 0.7 | | Deferred tax liabilities | 30.0 | 0.4 | 30.4 | 28.8 | 0.2 | 29.0 | | **Total non-current liabilities** | 30.0 | 130.2 | 160.2 | 28.8 | 146.6 | 175.4 | | Policyholder investment contract liabilities | 10,769.9 | — | 10,769.9 | 9,033.6 | — | 9,033.6 | | Other liabilities | — | 34.9 | 34.9 | — | 40.0 | 40.0 | | Lease liabilities | — | 9.9 | 9.9 | — | 4.3 | 4.3 | | Trade and other payables | 52.5 | 301.9 | 354.4 | 51.9 | 329.7 | 381.6 | | Income tax payable | 0.2 | 11.0 | 11.2 | 0.6 | 8.2 | 8.8 | | Liabilities classified as held for sale | — | — | — | — | 7.6 | 7.6 | | **Total current liabilities** | 10,822.6 | 357.7 | 11,180.3 | 9,086.1 | 389.8 | 9,475.9 | | **Equity** | | | | | | | | Share capital | — | 441.2 | 441.2 | — | 441.2 | 441.2 | | Own share reserve | — | (35.7) | (35.7) | — | (19.5) | (19.5) | | Other reserves | — | (317.3) | (317.3) | — | (338.4) | (338.4) | | Retained earnings | — | 253.3 | 253.3 | — | 189.9 | 189.9 | | Shareholders' equity excluding non-controlling interests | — | 341.5 | 341.5 | — | 253.2 | 253.2 | | Non-controlling interests | — | 0.1 | 0.1 | — | 0.1 | 0.1 | | **Total equity** | — | 341.6 | 341.6 | — | 253.3 | 253.3 | | **Total equity and liabilities** | 10,852.6 | 829.5 | 11,682.1 | 9,114.9 | 789.7 | 9,904.6 | Ninety One Integrated Annual Report 2022 # Consolidated Statement of Cash Flows (including policyholder figures) | | 2022 | | | 2021 | | | | --- | --- | --- | --- | --- | --- | --- | | | Policyholders | Shareholders | Total | Policyholders | Shareholders | Total | | | €'m | €'m | €'m | €'m | €'m | €'m | | **Cash flows from operating activities** | | | | | | | | Profit before tax | — | 267.1 | 267.1 | — | 204.1 | 204.1 | | **Adjusted for:** | | | | | | | | Net gain on investments | — | (1.2) | (1.2) | — | (15.6) | (15.6) | | Depreciation of property and equipment | — | 5.3 | 5.3 | — | 5.1 | 5.1 | | Depreciation of right-of-use assets | — | 9.7 | 9.7 | — | 11.5 | 11.5 | | Net interest expense | — | 0.1 | 0.1 | — | 1.5 | 1.5 | | Net loss of pension fund | — | 0.1 | 0.1 | — | 0.1 | 0.1 | | Net fair value gains on linked investments backing policyholder funds | (478.5) | — | (478.5) | (1,190.2) | — | (1,190.2) | | Net fair value change on policyholder investment contract liabilities | 772.6 | — | 772.6 | 1,455.0 | — | 1,455.0 | | Net contributions received from/withdrawn by policyholders | 202.1 | — | 202.1 | (46.8) | — | (46.8) | | Loss on disposal of property and equipment | — | — | — | — | 0.4 | 0.4 | | Gain on disposal of subsidiaries | — | (14.9) | (14.9) | — | — | — | | Gain on partial disposal of associate | — | — | — | — | (0.2) | (0.2) | | Share of profit from associates | — | (0.4) | (0.4) | — | (0.6) | (0.6) | | Share-based payment amortisations related to Ninety One share scheme | — | 12.1 | 12.1 | — | 7.8 | 7.8 | | **Working capital changes:** | | | | | | | | Trade and other receivables | (15.7) | 2.6 | (13.1) | 16.2 | (19.9) | (3.7) | | Assets classified as held for sale | — | 12.2 | 12.2 | — | (8.7) | (8.7) | | Trade and other payables | 0.5 | (28.2) | (27.7) | 4.5 | 72.8 | 77.3 | | Other liabilities | — | (15.4) | (15.4) | — | 2.7 | 2.7 | | Liabilities classified as held for sale | — | (7.6) | (7.6) | — | 7.6 | 7.6 | | Cash flows from operations | 481.0 | 241.5 | 722.5 | 238.7 | 268.6 | 507.3 | | Interest received | — | 3.9 | 3.9 | — | 2.4 | 2.4 | | Interest paid in respect of lease liabilities | — | (1.7) | (1.7) | — | (1.2) | (1.2) | | Other interest paid | — | (0.2) | (0.2) | — | (0.2) | (0.2) | | Contributions to pension fund obligation | — | (0.2) | (0.2) | — | — | — | | Income tax paid | — | (69.7) | (69.7) | — | (48.9) | (48.9) | | **Net cash flows from operating activities** | **481.0** | **173.6** | **654.6** | **238.7** | **220.7** | **459.4** | | **Cash flows from investing activities** | | | | | | | | Net disposal of investments | — | 12.9 | 12.9 | — | 8.6 | 8.6 | | Additions to property and equipment | — | (1.4) | (1.4) | — | (19.4) | (19.4) | | Distributions received from associates | — | 0.7 | 0.7 | — | — | — | | Disposal of subsidiaries, net of cash disposed | — | 17.7 | 17.7 | — | — | — | | Net acquisition of linked investments backing policyholder funds | (423.0) | — | (423.0) | (397.9) | — | (397.9) | | **Net cash flows from investing activities** | **(423.0)** | **29.9** | **(393.1)** | **(397.9)** | **(10.8)** | **(408.7)** | | **Cash flows from financing activities** | | | | | | | | Payment for acquisition of subsidiary's interests in non-controlling interests | — | — | — | — | (1.3) | (1.3) | | Principal elements of lease payments | — | (5.3) | (5.3) | — | (4.0) | (4.0) | | Purchase of own shares | — | (16.7) | (16.7) | — | (9.6) | (9.6) | | Dividends paid | — | (123.7) | (123.7) | — | (54.0) | (54.0) | | **Net cash flows from financing activities** | **—** | **(145.7)** | **(145.7)** | **—** | **(68.9)** | **(68.9)** | | **Cash and cash equivalents at 1 April** | **106.0** | **341.0** | **447.0** | **242.1** | **194.5** | **436.6** | | Net change in cash and cash equivalents | 58.0 | 57.8 | 115.8 | (159.2) | 141.0 | (18.2) | | Effect of foreign exchange rate changes | (0.3) | 7.8 | 7.5 | 23.1 | 5.5 | 28.6 | | **Cash and cash equivalents at 31 March** | **163.7** | **406.6** | **570.3** | **106.0** | **341.0** | **447.0** | 157 Strategic Report Governance Financial Statements Additional Information ![img-25.jpeg](img-25.jpeg) Ninety One plc Company Financial Statements # Statement of Financial Position At 31 March 2022 158 | | Notes | 2022 £'m | 2021 £'m | | --- | --- | --- | --- | | **Assets** | | | | | Investment in subsidiary undertaking | 30 | 915.3 | 915.3 | | **Total non-current assets** | | **915.3** | **915.3** | | Amounts receivable from subsidiary undertakings | 34(a) | 1.2 | 1.0 | | Other receivables | | 0.2 | — | | Cash and cash equivalents | | 5.7 | 5.1 | | **Total current assets** | | **7.1** | **6.1** | | **Total assets** | | **922.4** | **921.4** | | **Liabilities** | | | | | Loan payable to subsidiary undertaking | 34(a) | 4.2 | — | | Trade and other payables | | 1.2 | 0.2 | | Amounts payable to subsidiary undertakings | 34(a) | 0.2 | 0.1 | | **Total current liabilities** | | **5.6** | **0.3** | | **Equity** | | | | | Share capital | 28(a) | 0.1 | 0.1 | | Retained earnings at 1 April | | 10.8 | — | | Profit for the year | | 61.1 | 37.1 | | Dividends | 31 | (60.6) | (26.3) | | Retained earnings | | 11.3 | 10.8 | | Own share reserve | 32 | (29.8) | (15.2) | | Other reserves | 33 | 935.2 | 925.4 | | **Total equity** | | **916.8** | **921.1** | | **Total equity and liabilities** | | **922.4** | **921.4** | The financial statements of Ninety One plc (registered number 12245293) were approved by the Board on 13 June 2022 and signed on its behalf by: Hendrik du Toit Chief Executive Officer Kim McFarland Finance Director Ninety One Integrated Annual Report 2022 Ninety One plc Company Financial Statements ## Statement of Changes in Equity ### For the year ended 31 March 2022 | | | Own share | Total other | Retained | | | --- | --- | --- | --- | --- | --- | | | Share capital | reserve | reserves | earnings Total equity | | | Notes £’m £’m £’m £’m £’m | | | | | 159 | At 1 April 2021 0.1 (15.2) 925.4 10.8 921.1 Profit for the year — — — 61.1 61.1 Transactions with shareholders Share-based payment amortisations related | to Ninety One share scheme | | 33 — — 10.0 — 10.0 | | --- | --- | --- | | Own shares purchased | | 32 — (14.9) — — (14.9) | | Vesting and release of share awards | 32,33 — 0.3 (0.2) — 0.1 | | | Dividends paid | | 31 — — — (60.6) (60.6) | Strategic ReportGovernanceFinancial StatementsAdditional Information Total transactions with shareholders — (14.6) 9.8 (60.6) (65.4) At 31 March 2022 0.1 (29.8) 935.2 11.3 916.8 Own share Total other Retained Share capital reserve reserves earnings Total equity Notes £’m £’m £’m £’m £’m At 1 April 2020 0.1 (7.0) 919.1 — 912.2 Profit for the year — — — 37.1 37.1 Transactions with shareholders Share-based payment amortisations related to | Ninety One share scheme | 33 — — 6.3 — 6.3 | | --- | --- | | Own shares purchased | 32 — (8.2) — — (8.2) | | Dividends paid | 31 — — — (26.3) (26.3) | Total transactions with shareholders — (8.2) 6.3 (26.3) (28.2) At 31 March 2021 0.1 (15.2) 925.4 10.8 921.1 Ninety One plc Company Financial Statements # Statement of Cash Flows For the year ended 31 March 2022 160 | | Notes | 2022 £'m | 2021 £'m | | --- | --- | --- | --- | | **Cash flows from operating activities** | | | | | Profit for the year | | 61.1 | 37.1 | | **Adjusted for:** | | | | | Share-based payment amortisations related to Ninety One share scheme | | 10.0 | 6.3 | | Dividend income from subsidiary undertaking | | (61.1) | (37.1) | | **Working capital changes:** | | | | | Amounts receivable from subsidiary undertakings | | (0.1) | 3.2 | | Amounts payable to subsidiary undertakings | | 0.1 | 0.1 | | Trade and other payables | | 1.0 | — | | Other receivables | | (0.2) | — | | Cash flows from operations | | 10.8 | 9.6 | | Dividends received | | 61.1 | 37.1 | | **Net cash flows from operating activities** | | 71.9 | 46.7 | | **Cash flows from financing activities** | | | | | Dividends paid | 31 | (60.6) | (26.3) | | Purchase of own shares | 32 | (14.9) | (9.2) | | Loan from/(repaid to) subsidiary undertaking | | 4.2 | (7.1) | | **Net cash flows from financing activities** | | (71.3) | (41.6) | | Net change in cash and cash equivalents | | 0.6 | 5.1 | | Cash and cash equivalents at 1 April | | 5.1 | — | | **Cash and cash equivalents at 31 March** | | 5.7 | 5.1 | Ninety One Integrated Annual Report 2022 # Notes to the Company Financial Statements For the year ended 31 March 2022 ## Accounting policies ### Basis of preparation The separate financial statements of Ninety One plc (the "Company") have been prepared on a going concern basis in accordance with UK-adopted international accounting standards and in conformity with the requirements of the Companies Act 2006 (the "Act"). The principal accounting policies adopted are the same as those set out in the notes to the Group's consolidated financial statements, where applicable. The Company's financial statements comprise the statement of financial position, statement of changes in equity and statement of cash flows for the year ended 31 March 2022. The financial statements have been prepared on the historical cost basis. The Company has taken advantage of the exemption in section 408 of the Act not to present its own income statement and statement of comprehensive income in these financial statements. ## 30. Investment in subsidiary undertaking Investment in subsidiary undertaking is held at cost less any accumulated impairment losses. A detailed listing of the Company's direct and indirect subsidiaries is set out in note 29 to the Group's consolidated financial statements. | | 2022 | 2021 | | --- | --- | --- | | | £m | £m | | At 1 April and 31 March | 915.3 | 915.3 | ## 31. Dividends The total ordinary dividends paid by the Company during the year were: | | 2022 | | 2021 | | | --- | --- | --- | --- | --- | | | Pence per share | £m | Pence per share | £m | | Prior year's final dividend paid | 6.7 | 29.9 | — | — | | Interim dividend paid | 6.9 | 30.7 | 5.9 | 26.3 | | **Total dividends paid** | **13.6** | **60.6** | **5.9** | **26.3** | On 17 May 2022, the Board recommended a final dividend for the year ended 31 March 2022 of 7.7 pence per ordinary share, an estimated £33.7 million in total. The dividend is expected to be paid on 5 August 2022 to ordinary shareholders on the registers at the close of business on 15 July 2022. ## 32. Own share reserve The movements in own share reserve during the year were: | | 2022 | | 2021 | | | --- | --- | --- | --- | --- | | | Number of shares Millions | £m | Number of shares Millions | £m | | At 1 April | 8.5 | 15.2 | 4.6 | 7.0 | | Own shares purchased | 6.1 | 14.9 | 3.9 | 8.2 | | Own shares released | (0.2) | (0.3) | — | — | | **At 31 March** | **14.4** | **29.8** | **8.5** | **15.2** | 161 Strategic Report Governance Financial Statements Additional Information Notes to the Company Financial Statements 162 ### 33. Other reserves Details of each component of other reserves are presented in note 21(c) of the Group's consolidated financial statements. The movements in other reserves during the year were: | | Distributable reserve | Merger reserve | Share-based payment reserve | Total other reserves | | --- | --- | --- | --- | --- | | | £'m | £'m | £'m | £'m | | 2022 | 10 | 60 | 60 | | | At 1 April | 732.2 | 183.0 | 10.2 | 925.4 | | Share-based payment amortisations related to Ninety One share scheme | — | — | 10.0 | 10.0 | | Vesting and release of share awards | — | — | (0.2) | (0.2) | | **At 31 March** | **732.2** | **183.0** | **20.0** | **935.2** | | | Distributable reserve | Merger reserve | Share-based payment reserve | Total other reserves | | --- | --- | --- | --- | --- | | | £'m | £'m | £'m | £'m | | 2021 | 10 | 60 | 60 | | | At 1 April | 732.2 | 183.0 | 3.9 | 919.1 | | Share-based payment amortisations related to Ninety One share scheme | — | — | 6.3 | 6.3 | | **At 31 March** | **732.2** | **183.0** | **10.2** | **925.4** | ### 34. Related parties In the ordinary course of business, the Company carries out transactions with related parties, as defined by IAS 24. Apart from those disclosed elsewhere in the financial statements, material transactions for the year were: #### 34(a) Balances and transactions with subsidiary undertakings | | 2022 | 2021 | | --- | --- | --- | | **Balances with subsidiary undertakings** | **£'m** | **£'m** | | Loan payable to subsidiary undertaking | 4.2 | — | | Amounts receivable from subsidiary undertakings | 1.2 | 1.0 | | Amounts payable to subsidiary undertakings | (0.2) | (0.3) | 1. The Company has a revolving loan facility with its subsidiary Ninety One UK Limited, to cover the cash requirement for the funding of the EBTS. The loan is repayable 12 months from the date of the advance and charged at interest rates of 2.75 percent above the 6-month LIBOR rate prevailing at the time of the advance per annum. Following to the LIBOR reforms, the interest rate was amended to be 2.75% above the Soma Deposit rate prevailing at the time of the advance per annum effective 1 March 2022. | | 2022 | 2021 | | --- | --- | --- | | **Transactions with subsidiary undertakings** | **£'m** | **£'m** | | Cost recoveries from subsidiary undertakings | 1.3 | 1.4 | | Interest expense charged on the loan payable to subsidiary undertaking | (0.2) | (0.3) | Ninety One Integrated Annual Report 2022 ### 34(b) Transactions with key management personnel The key management personnel are defined as the Directors (both Executive and Non-Executive) of Ninety One plc. Certain Directors are not paid directly by the Company but receive remuneration from companies within the Group, in respect of their services to the larger group which includes the Company. The remuneration related to key management personnel for employee services was: | | 2022 | 2021 | | --- | --- | --- | | | £m | £m | | **Type of remuneration** | | | | Short-term employee benefits | 6.1 | 5.7 | | Share-based payments | 2.3 | 1.2 | | | **8.4** | **6.9** | ### 35. Financial instruments At 31 March 2022 and 2021, the Company did not hold any financial instruments measured at fair value. Carrying amounts of all financial assets and financial liabilities measured at amortised cost approximate to their fair value. The Company's exposure to price, foreign exchange, interest rate, credit and liquidity risk is not considered to be material and, therefore, no further information is provided. The carrying value of the financial instruments of the Company by category was: | | Financial assets measured at amortised cost | Financial liabilities measured at amortised cost | Total financial instruments | Non-financial instruments | Total | | --- | --- | --- | --- | --- | --- | | | £m | £m | £m | £m | £m | | **2022** | | | | | | | Investment in subsidiary undertaking | — | — | — | 915.3 | 915.3 | | Other receivables | 0.2 | — | 0.2 | — | 0.2 | | Amounts receivable from subsidiary undertakings | 1.2 | — | 1.2 | — | 1.2 | | Cash and cash equivalents | 5.7 | — | 5.7 | — | 5.7 | | Loan payable to subsidiary undertaking | — | (4.2) | (4.2) | — | (4.2) | | Amounts payable to subsidiary undertakings | — | (0.2) | (0.2) | — | (0.2) | | Trade and other payables | — | (1.2) | (1.2) | — | (1.2) | | | **7.1** | **(5.6)** | **1.5** | **915.3** | **916.8** | | | 2021 | | | | | | --- | --- | --- | --- | --- | --- | | Investment in subsidiary undertaking | — | — | — | 915.3 | 915.3 | | Amounts receivable from subsidiary undertakings | 1.0 | — | 1.0 | — | 1.0 | | Cash and cash equivalents | 5.1 | — | 5.1 | — | 5.1 | | Loan payable to subsidiary undertakings | — | — | — | — | — | | Amounts payable to subsidiary undertakings | — | (0.1) | (0.1) | — | (0.1) | | Trade and other payables | — | (0.2) | (0.2) | — | (0.2) | | | **6.1** | **(0.3)** | **5.8** | **915.3** | **921.1** | 163 Strategic Report Governance Financial Statements Additional Information ![img-26.jpeg](img-26.jpeg) ## Additional Information 164 Investing for a world of change In 2018, mountain gorillas were upgraded from ‘critically endangered’ to ‘endangered’. While the situation is still fragile, it is worth celebrating. Key learnings in this success include that conservation relies on local community support. Preserving the land and its wildlife works best when there’s also a focus on ensuring that the people who live alongside protected habitats have jobs, food, and education. A recent census found that gorillas living in community-owned conservation areas are faring better than gorillas in national parks. 165 Strategic ReportGovernanceFinancial StatementsAdditional Information ## Glossary Adjusted earnings per share (Adjusted EPS) Basic Earnings per share (Basic EPS) Profit attributable to ordinary shareholders, adjusted to Profit attributable to ordinary shareholders divided by the 166 remove non-operating items, divided by the number of weighted average number of ordinary shares outstanding ordinary shares in issue at the end of the period. during the year, excluding own shares held by Ninety One share schemes. Adjusted net interest income Calculated as net interest income less interest expense BCP from lease liabilities for office premises, and other BioCarbon Partners. interest expense. BIPRU Adjusted operating expenses The Prudential Sourcebook for Banks, Building Societies Calculated as operating expenses less deferred employee and Investment Firms promulgated by the UK Financial benefit scheme movements and share scheme net credit, Services Authority, as was in effect from time to time. but including interest expense on lease liabilities. Board Adjusted operating profit Includes the Board of Ninety One plc and the Board of Calculated as adjusted operating revenue less adjusted Ninety One Limited. operating expenses. CBI Adjusted operating profit margin Climate Bonds Initiative. Calculated as adjusted operating profit divided by adjusted CNSI operating revenue. Climate & Nature Sovereign Index. Adjusted operating revenue Diluted earnings per share (Diluted EPS) Calculated as net revenue, adjusted for foreign exchange Profit for the year attributable to ordinary shareholders gains/losses, deferred employee benefit scheme divided by the weighted average number of ordinary shares movements, net gain/loss on investments and other items. outstanding during the year, plus the weighted average AIFMD number of ordinary shares that would be issued on the Alternative Investment Fund Managers Directive. conversion of all the potentially dilutive shares into ordinary shares. ASCOR Assessing sovereign climate-related opportunities Dual-listed company (DLC) structure and risks. The arrangement whereby Ninety One plc and Ninety One Limited operate as a single economic enterprise. ASISA Association for Savings and Investment South Africa EBT represents the majority of the country’s asset managers, Employee benefit trust is a discretionary trust established collective investment scheme management companies, by Ninety One to hold cash or other assets for the benefit linked investment service providers, multi-managers and of employees, such as to satisfy share awards. life insurance companies. ESG Assets under management (AUM) Environmental, Social and Governance. The aggregate assets managed on behalf of clients. Executive Directors For some private markets’ investments, the aggregate The Executive Directors of Ninety One plc and Ninety One value of assets managed is based on committed funds Limited, currently Hendrik du Toit and Kim McFarland. by clients; this is changed to the lower of committed funds and net asset value, in line with the fee basis. Firm-wide investment performance Where cross-investment occurs, assets and flows are Calculated as the sum of the total market values for identified and the duplication is removed. individual portfolios that have positive active returns on agross basis expressed as a percentage of total AUM. Average AUM Ninety One’s percentage of firm outperformance is reported Calculated as a 13-point average of opening AUM for on the basis of current AUM and therefore does not include the year, and the month-end AUM for the subsequent terminated funds. Total AUM excludes double-counting of 12 months. pooled products and third-party assets administered on Average exchange rate South African fund platform. Benchmarks used include Calculated as the average of the daily closing spot cash, peer group averages, inflation and market indices as exchange rates in the relevant period. specified in client mandates or fund prospectuses. For all periods shown, market values are as at the period end date. Average fee rate Management fee revenue divided by average AUM (annualised for non-12 months periods), expressed in basis points. Ninety One Integrated Annual Report 2022 | GFANZ | Non-Executive Directors | | | --- | --- | --- | | Glasgow Financial Alliance for Net Zero. | The Non-Executive Directors of Ninety One plc and Ninety | | | | One Limited. | 167 | Headline earnings per share (HEPS) Ninety One is required to calculate HEPS in accordance Non-operating items with JSE Listings Requirements, determined by reference Include exceptional items, share scheme net credit, to circular 1/2021 “Headline Earnings” issued by the South adjusted net interest income and tax on adjusting items. African Institute of Chartered Accountants. Non-qualifying assets ICARA Comprise assets that are not available to meet regulatory Internal Capital Adequacy and Risk Assessment. requirements. IFPR NZAMi Strategic ReportGovernanceFinancial StatementsAdditional Information Investment Firm Prudential Regime, which came into force Net Zero Asset Managers initiative. in the UK on 1 January 2022. OECD Investment Association (IA) Organisation for Economic Co-operation and Development. The Investment Association is the trade body that ORSA represents investment managers and asset management Own Risk and Solvency Assessment. firms in the UK. PRI Johannesburg Stock Exchange (JSE) Principles for Responsible Investment. The exchange operated by the JSE Limited, a public company incorporated and registered in South Africa, SMCR under the Financial Markets Act. Senior Managers and Certification Regime. London Stock Exchange (LSE) SMI The securities exchange operated by the London Stock Sustainable Markets Initiative. Exchange plc under the Financial Services and Markets Act 2000, as amended. South African (SA) fund platform Ninety One’s South African fund platform (known as Ninety MiFID 2 One Investment Platform) which offers access to both The second iteration of the Markets in Financial Instruments offshore and local investment solutions for independent Directive. MiFID II is an EU directive which standardises financial advisers in South Africa. The platform regulation for investment services throughout the predominantly comprises third-party products and European Economic Area. selected Ninety One funds. Mutual fund investment performance TCFD The performance and ranking as per Morningstar data Task Force on Climate-related Financial Disclosures. using primary share classes, as defined by Morningstar, net of fees to 31 March 2022. Peer group universes are either Torque ratio IA, Morningstar Categories or ASISA sectors as classified The relative scale of net flows in relation to the overall size by Morningstar. Cash or cash-equivalent funds are of the business, expressed as a percentage. Calculated as excluded and performance is weighted by AUM. net flows for the relevant period divided by AUM as at the first day of that period (annualised for non-12-month Net flows periods). The increase in AUM received from clients, less the decrease in AUM withdrawn by clients, during a given UCITS period. Where cross investment occurs, assets and flows Undertaking for Collective Investment in Transferable are identified, and the duplication is removed. Securities Directive. Net revenue WAEP Represents revenue in accordance with IFRS, less Weighted Average Exercise Price. commission expense. Ninety One (also “the Group”) Ninety One plc and its subsidiaries and Ninety One Limited and its subsidiaries. ## Shareholder Information ### Forward-looking statements Registrars This Integrated Annual Report does not constitute or form Transfer Secretaries in South Africa 168 part of any offer, invitation or inducement to any person to Computershare Investor Services Proprietary Limited underwrite, subscribe for or otherwise acquire or dispose Rosebank Towers of securities in Ninety One nor should it be construed as 15 Biermann Avenue legal, tax, financial, investment or accounting advice. Rosebank, 2196 This Integrated Annual Report may include statements that are, Telephone (SA): 0861 100 933 or may be deemed to be, “forward-looking statements”. These Telephone: +27 (0) 11 370 5000 forward-looking statements may be identified by the use of Website: www.computershare.com forward-looking terminology, including the terms “believes”, “estimates”, “plans”, “projects”, “anticipates”, “expects”, “intends”, Registrars in the United Kingdom “may”, “will” or “should” or, in each case, their negative or other Computershare Investor Services plc variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. The Pavilions Forward-looking statements may and often do differ Bridgwater Road materially from actual results. Any forward-looking statements Bristol, BS99 6ZZ reflect Ninety One’s current view with respect to future events Telephone: +44 (0)370 703 6027 and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Ninety Website: www.computershare.com One’s business, results of operations, financial position, ### liquidity, prospects, growth and strategies. Forward-looking Company website statements speak only as of the date they are made. Our corporate website includes (among other information) the electronic copy of this Integrated Annual Report Ninety One expressly disclaims any obligation or and copies of thelatest as well as historic reports, undertaking to release publicly any updates or revisions presentations andannouncements. For more information to any forward-looking statements contained in this on Ninety One, visit www.ninetyone.com. Integrated Annual Report or any other forward-looking statements it may make whether as a result of new ### Corporate information information, future developments or otherwise. Auditor KPMG ### Financial calendar Event Date Corporate brokers First quarter AUM update 15 July 2022 HSBC Bank plc Annual General Meeting 26 July 2022 Investec Bank plc and Investec Bank Limited Half year end 30 September 2022 J.P. Morgan Cazenove Second quarter AUM update 18 October 2022 Interim results 15 November 2022 JSE Sponsor Third quarter AUM update 17 January 2023 J.P. Morgan Equities South Africa (Pty) Ltd Financial year end 31 March 2023 Registered offices Fourth quarter AUM update 14 April 2023 Ninety One plc Full-year results 17 May 2023 55 Gresham Street ### Share information London, EC2V 7EL Ninety One plc shares are primary listed on the LSE, with United Kingdom an inward listing on the JSE. Ninety One Limited shares are primary listed on the JSE. Incorporated in England and Wales Ninety One plc Ninety One Limited Registration number 12245293 ISIN: GB00BJHPLV88 ISIN: ZAE000282356 Ninety One Limited LSE share code: N91 JSE share code: NY1 36 Hans Strijdom Avenue JSE share code: N91 Cape Town, 8001 South Africa ### Electronic communications In line with our purpose and with our ambition to be a better Incorporated in the Republic of South Africa firm, we encourage our shareholders to elect to receive Registration number 2019/526481/06 shareholder documentation electronically. This will help us reduce the environmental impact caused by printing and Contact us distributing hard copies. Shareholders in Ninety One plc Telephone: +44 (0) 20 3938 2000 Ninety One Integrated Annual Report 2022 can visit www.investorcentre.co.uk for more information Email: enquiries@ninetyone.com and to register their communication preference. ® ® This report is printed on paper certified in accordance with the FSC (Forest Stewardship Council ) and is recyclable and acid-free. Designed and produced by Instinctif Partners, www.creative.instinctif.com Ninety One Integrated Annual Report 2022Ninety One Integrated Annual Report 2022