Integrated Annual Report 2023
Investing for a
world of change
Investing for a better tomorrow
Cover page: A sea turtle glides over a coral reef. For the first few years of their life, sea
turtles spend much of their time in open seas, floating in seaweed mats. They migrate
over long distances to reach spawning beaches. The IUCN Red List of Threatened
Species classifies three species of sea turtle as endangered or critically endangered.
Among the growing dangers to sea turtles is marine debris, particularly plastics.
We established our business in South Africa
in 1991. From these emerging market origins
we have built a global footprint.
We remain committed to being active and
responsible investors.
Investing for a better tomorrow encompasses
the quest for a sustainable future. This requires
us to protect and not degrade our biodiversity.
Ninety One treasures the natural world. This is
the theme of the pictures across this report.
Other sources of information
This report, together with our Sustainability and
Stewardship Report can be found on our website:
www.ninetyone.com
Key numbers 1
(as at or for the year ended 31 March 2023)
1. Refer to explanations and definitions, including alternative performance measures, on pages 54 to 55 and 174 to 175.
£129.3bn
2022: £143.9bn
Assets under management (“AUM”)
£212.6m
2022: £267.1m
Profit before tax
£(10.6)bn
2022: £5.0bn
Net flows
71%
2022: 68%
Investment performance
(3-year)
£206.9m
2022: £230.4m
Adjusted operating profit
17.3p
2022: 19.2p
Adjusted earnings per share (“EPS”)
18.2p
2022: 22.6p
Basic EPS
28%
2022: 25%
Staff ownership
Strategic Report
4 Ninety One at a Glance
6 Our Business Model
7 The Essence of Ninety One
8 Chairman and Chief Executive Officer’s
Statement
12 Our Strategy
14 Tracking our Strategic Progress
16 Our Stakeholders
18 Our People and Culture
22 Our Clients
23 Our Shareholders
24 Sustainability
39 Supporting the Recommendations
of the TCFD
50 Non-Financial Information Statement
51 Financial Review
57 Risk Management
60 Principal Risks
Governance
66 Chairman’s Overview
68 Board of Directors
74 DLC Nominations and Directors’ Affairs
Committee Report
77 DLC Audit and Risk Committee Report
82 DLC Sustainability, Social and Ethics
Committee Report
86 DLC Human Capital and Remuneration
Committee Report
91 Directors’ Remuneration Policy
99 Annual Report on Remuneration
112 Directors’ Report
118 Directors’ Responsibility Statement
Financial Statements
122 Independent Auditors’ Report
132 Consolidated Financial Statements
166 Annexure to the Consolidated Financial
Statements
168 Ninety One plc Company
Financial Statements
Additional Information
174 Glossary
176 Shareholder Information
1
Strategic Report
Investing for a better tomorrow
Three Skomer Island puffins gather in a huddle, appearing to converse.
The island lies just off the Welsh coast. Puffins, sometimes referred
to as “sea parrots,” are loyal to one mate for life. Their favourite meal
is sand eel. The puffin is listed as vulnerable on the IUCN Red List of
Threatened Species.
2
Ninety One Integrated Annual Report 2023
3
Strategic ReportGovernanceFinancial StatementsAdditional Information
Ninety One at a Glance
UK AUM
––
£24.9bn
Europe AUM
––
£15.5bn
Asia Pacific AUM
––
£20.6bn
Africa AUM
––
£51.4bn
Americas AUM
––
£16.8bn
Our purpose What we offer
1,208 employees
––
21 offices
––
14 countries
––
Where we operate and source our AUM
Client Group
Operations
Investments
Ninety One is an active investment manager. We invest capital
on behalf of our clients to help them achieve their long-term
investment objectives.
Investing for a better tomorrow
Better firm
We are building a firm that aims to achieve excellence over the
long term, with a culture that encourages our people to reach their
highest potential and puts our clients at the centre of our business.
Better investing
Long-term investment excellence is our primary function and
is non-negotiable.
Better world
We are dedicated to building a better world. We are responsible
citizens of our societies and natural environment.
Ninety One offers a range
of specialist and outcomes-
oriented strategies that cover
multiple asset classes and
are managed by teams with
distinct investment skill sets
(see opposite page).
4
Ninety One Integrated Annual Report 2023
Investments
We invest across multiple asset classes and our investment
teams are organised according to specialist skill sets.
This diversity allows the team to focus on the long term and
to produce the desired outcomes for clients through the
cycle. We have specialist teams investing in Equities on
a global and regional basis, with each team investing
according to their own unique style and philosophy.
The Fixed Income team largely invests in emerging market
bonds and credit. The Multi-Asset team benefits from
insights across the entire firm, delivering global and
regional growth, sustainability and income strategies.
The Alternatives offering focuses on private credit.
The investment teams are globally integrated and are
centrally supported by the Chief Investment Officers’
office, performance, risk (including environmental,
social and governance (“ESG”)) and dealing teams.
The investment team consists of more than 270
employees, including 258 investment professionals.
Operations
Ninety One deploys a globally integrated operations
platform that partners with service providers across the
value chain, supporting our internal teams. Our operating
model allows for agility and efficiency. The operations team
consists of more than 640 employees.
Client Group
Ninety One operates globally, servicing institutional and
advisor clients. Client assets are managed on segregated
and pooled bases.
Five regionally defined Client Groups are responsible for
client engagement, asset raising, client servicing and
business development. With client teams located in
key locations across the globe, we strive for close and
purposeful relationships with our clients. Our regional
presence allows us to tailor our service to specific local
requirements where necessary.
The Client Groups are supported by a global marketing
team responsible for branding, client material, events and
digital engagement.
In South Africa we also have a fund platform for independent
financial advisers that provides access to investment
products from both Ninety One and other managers.
The Client Group consists of more than 280 employees.
How we operate
1. Excludes South African fund platform AUM of c.£9.9bn.
2. Includes Middle East.
Investments
1
Investment support
Operations
Human
Capital
Legal, Compliance
and Operational Risk
Finance
Investment and
Client Operations
Product
Management
Information
Technology
£59.8bn
Equities
£33.0bn
Fixed Income
£22.6bn
Multi-Asset
£4.0bn
Alternatives
Client Group
Africa United Kingdom Asia Pacific
2
Europe Americas
Global marketing and client support
5
Strategic ReportGovernanceFinancial StatementsAdditional Information
Our Business Model
Ninety One has a long track record of value creation.
Who we create value for
Our people
We create an environment where our people can excel in
delivering for our clients and other stakeholders. We want our
people to enjoy the work they do and have the freedom to be
themselves, within a team context, while participating in the
value they create.
Our shareholders
We generate sustainable returns over the long term.
Society and the environment
We behave responsibly and with integrity in the communities
in which we operate and advocate for an inclusive and fair
transition to a more sustainable world.
Our clients
We develop and maintain relevant strategies and products
for our clients to invest in to achieve their long-term
investment objectives.
Our defining characteristics
Client focused with global reach and local presence
Our clients come first. We build meaningful, long-term
relationships with our clients and serve them in the locations
where they are based. Ninety One concentrates on the
institutional and advisor channels, which are predominantly
professionally intermediated. We also build long-term
relationships with intermediaries.
Owner-culture with stable and experienced leadership
Our people have the freedom to create within clear parameters
determined by our values, team and strategy. Our employees are
significant shareholders, which underpins our long-term approach,
motivation levels and alignment with our stakeholders. Our culture
is key for talent attraction and development.
Organic growth, emerging markets heritage
We are one of the few investment management firms to have
developed a substantial global footprint organically, from
emerging market origins.
Diversified offering of specialist active strategies
We evolve our offering to be relevant to our clients, to help them
meet their investment objectives. The diversified nature of our
offering supports our business through market cycles.
People centric, capital light, technology enabled
We are committed to our talent-intensive and capital-light model,
using technology in a disciplined and coordinated way.
We put clients at the centre of our business
How we create value
We develop
We develop active investment
capabilities organically over time
for the benefit of our clients.
We deliver
To stay in business over the long term,
we need to deliver the performance
outcomes expected by our clients.
This allows us to participate in
investment management fees, based
on a percentage of AUM. This is the
main driver of our revenues. We also
earn performance fees on a limited
number of investment strategies.
We reinvest
We continuously reinvest in our business,
helping to create capabilities to meet the
requirements of our clients.
Our owner-culture drives a long-term
focus and a consistency of strategy.
This approach has underwritten our
successful long-term track record
of profitable organic growth.
Details of how we engage with our stakeholders are included on pages 16 to 17.
Read more about our clients on page 22.
Read more about our people on pages 18 to 21.
Read about our work with communities and our approach
to sustainability on pages 24 to 50.
Read more about our shareholders on page 23.
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Ninety One Integrated Annual Report 2023
‘Do the right thing’ is not just a phrase, it is deeply embedded in how we do business, serve our clients and maintain our unique
culture. We identified nine key spheres where we can articulate the purpose and relevance of this simple value. Do the right thing for:
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 the freedom to create and be themselves within a team-oriented context. This in turn nurtures a culture where we
can collectively achieve together without sacrificing our individual selves.
Read more about our culture on pages 18 to 21.
Our values and culture: Do the right thing
Clients
Environment
Business
Society
Regulators
Family
Team
Yourself
Each other
We are guided by our value to do the right thing for our environment, society and for 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:
Read more about our approach to sustainability on pages 24 to 50.
Responsible citizens
Invest
ESG analysis is integrated across our
investment strategies. We also offer
sustainable and impact investment
solutions.
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 a real-world
carbon reduction.
Inhabit
We believe change starts at home.
We run our business responsibly
and act sustainably.
The Essence of Ninety One
Our purpose of investing for a better tomorrow guides
our strategy and is supported by our culture and values.
We are a patient, organic, long-term and intergenerational business, which is reflected in our consistent strategy, focused around our
three strategic principles:
These principles guide our strategic priorities.
Read more about our strategic priorities on pages 12 to 13.
Our strategic principles
We offer organically developed
investment capabilities over time.
We operate globally in both the
institutional and advisor space.
We have an approach to growth that is
driven by structural medium- to long-
term client demand and competitive
investment performance.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Chairman and Chief Executive
Officer’sStatement
The past year was challenging for Ninety
One. We faced significant headwinds.
We nevertheless remain confident in
the underlying strength of our business
and the relevance and quality of our
proposition to clients. Our people are
united and motivated to serve our clients
and unlock the compelling long-term
growth potential of Ninety One.”
The 2023 financial year has been difficult for our industry
and for Ninety One. Coming off a record year in 2022, we
faced the combination of higher inflation, the fastest rise in
interest rates since we started the business, heightened
geopolitical uncertainty, a liability-driven investing (“LDI”)
crisis in the UK, significant bank failures in the developed
world and energy shortages across the world. All of this led
to unprecedented risk-aversion among asset owners. This
created significant headwinds for a firm like ours, which
primarily offers “risk-on”, public-market strategies.
Furthermore, and regrettably, we have to mention the
deterioration of economic prospects in our original home
market, South Africa, where we have a substantial business.
We consider it our duty to call this out, but also to work
constructively with government, civil society and other
stakeholders to improve this situation.
These circumstances have impacted our results, in
particular, our net flows. However, it has not dampened our
motivation. Ours is a battle-hardened and resilient business,
adept at navigating change and finding opportunity.
Consistent long-term strategy
Our value proposition relies on a combination of competitive
investment performance, client relationships, relevant
offerings, consistent long-term strategy and the quality of
our people. The latter point is underpinned by a strong
culture and attractive working environment.
Over the past year, the majority of the strategies offered
by Ninety One were not aligned with the immediate
preference of asset owners for lower risk or uncorrelated
assets. Our skillsets have been carefully developed and
curated over many years. We remain committed to our
long-term strategy. We must be able to withstand periods
of low demand, ply our trade and build the track records
and capacity that clients require when they want to
allocate to the investment strategies we offer.
To build strong market positions takes time and commitment
and the discipline not to change tack to pursue short-term
market opportunities. Over time we intend to grow by
offering client-relevant strategies that produce good
long-term results. In the active investment management
industry this is referred to as alpha. This requires a
combination of consistency and creativity. Creativity
is key to successful innovation over time. In this highly
competitive industry, those who fail to raise their game
year after year inevitably fall behind.
People and culture
Ours is a people-centric, capital-light, technology-enabled
business model, reliant on a strong and healthy owner
culture to attract and retain the best talent. Without the
right talent we simply will not be able to compete. Diversity
and inclusion are key pillars on which our employment
proposition has been built. We encourage our people to be
themselves and express their individuality, but always in a
team context. Furthermore, our success depends on our
investment results, client demand over time and, very
importantly, the long-term relationships we build with
sophisticated asset owners and large asset platforms.
Mandates may come and go, demand for certain strategies
may ebb and flow, but our relationships with key asset
owners, asset platforms and those who advise them are
crucial to our long-term success. That is why people and
culture matter so much.
Inflationary pressures affected our people during the year.
At Ninety One we tried to cushion the impact on our more
junior employees while the higher-paid staff agreed to
shoulder much of the burden through a decline in variable
remuneration. This is a live example of Ninety One’s
culture at work.
In spite of the headwinds we have faced over the past
year, our culture remains strong and our people remain
motivated to unlock the immense potential of Ninety One.
Ninety One Integrated Annual Report 2023
8
Outperformance
Underperformance
Firm-wide investment performance
As at 31 March 2023
%
Since
inception
10-year
5-year
3-year
1-year
25
19
24
29
43
75
81
76
71
57
First quartile
Second quartile
Third quartile
Fourth quartile
Mutual fund investment performance1
As at 31 March 2023
%
10-year
5-year
3-year
1. Totals may not add up to 100% due to rounding.
1-year
14
38
12
23
19 5
38 23
19 8
53
38
27
49
28 5
We think and act like owners, not employees. Our people
now collectively own over 28% of the equity in Ninety One.
This is an indication of long-term orientation and appropriate
alignment of interests with our stakeholders.
Solid financial results
Despite the challenges, Ninety One delivered solid
financial results.
Our adjusted operating profit decreased by 10% to
£206.9million (2022: £230.4 million). The adjusted EPS
decreased by 10%, while the basic EPS declined by 19%.
The difference between the adjusted and basic EPS
reflects the profit from the sale of Silica and the share
scheme net credit in the prior year.
AUM declined by 10% and Ninety One experienced net
outflows of £10.6 billion. We are working hard to regain
positive momentum after a difficult second half. The
second half of the year drove the bulk of these outflows
and more than half of the annual net outflows were driven
by the asset allocation decisions of three clients, though
all still remain clients.
Investment performance
Our firm-wide investment performance remained
competitive and we are pleased to report an improving
trend in the short and medium term. As at the end of March
2023, our one- and three-year outperformance stood at
57% and 71% respectively (31 March 2022: 50% and 68%
respectively).
Our longer-term firm-wide outperformance remained
competitive, with the five- and ten-year outperformance
closing at 76% and 81% respectively (31 March 2022: 80%
and 86% respectively).
During financial year 2023, Ninety One’s mutual fund
investment performance on a one-year basis improved
significantly, with 72% of mutual funds in the first or second
quartiles (31 March 2022: 36%). However, on a three-year
basis performance deteriorated, with 39% of funds in the
first or second quartiles (31 March 2022: 49%).
Over longer periods, the mutual fund performance either
improved or remained broadly stable, with 76% and 67% of
mutual funds in the first or second quartile, on a five- and
ten-year basis respectively (31 March 2022: 57% and 70%
respectively).
Investing for long-term growth
At Ninety One, we talk about investing for a world of
change. It is not easy, but it can be rewarding. We know
that somewhere in the discomfort of adverse conditions
and rapid change, lies opportunity. We have identified
long-term opportunities, which match our capabilities, and
intend to pursue them with vigour. These include global and
international equities, emerging market equities, emerging
market fixed income, including specialist credit, and
sustainable investing.
In spite of the flow picture over the year, we have continued
to build our business. We invest via the cost line to support
our long-term organic growth. We have a solid platform for
future growth, with a brand that is widely recognised in its
chosen channels, and a track record of successful organic
growth and investment performance. We have continued
to focus on a smaller number of strategies with the intention
to scale them, which we believe will help us to grow
meaningfully. We are currently innovating in the
sustainability space where we expect growth in the
coming years.
We continue to roll out carefully selected new strategies.
New strategies contributed meaningfully to net inflows in
recent years. We regularly cut strategies and products
where we do not foresee demand over the long term. The
yin of long-term stability and the yang of creativity and
innovation are key elements in our formula for sustained
organic growth over the long term.
We have maintained our market-leading position in South
Africa where growth prospects have been dampened
by weak economic performance. Ninety One is better
equipped than most of its domestic competitors to deal
with the recent liberalisation of exchange controls in
South Africa. The outcome has, on the whole, not been
positive for the South African industry. The growth in
international allocations by domestic asset owners has
been shared with international competitors.
9
Strategic ReportGovernanceFinancial StatementsAdditional Information
Advisor Institutional
Net flows by client type1
£m
FY 2022 FY 2023
2,532
2,484
(239)
(10,409)
Equities
Fixed Income
Multi-Asset
Alternatives
SA fund platform
Net flows by asset class1
£m
FY 2022 FY 2023
1,572
2,445
215
284
500
(6,912)
(2,942)
(1,166)
42
330
Net flows by Client Group1
£m
FY 2022 FY 2023
378
1,801
782
1,555
500
(2,283)
(1,170)
(1,521)
(954)
(4,720)
United Kingdom
Africa
Europe
Americas
Asia Pacific2
Chairman and Chief Executive Officer’s Statement
Across our Client Groups we have experienced flow
pressure, often due to asset allocation decisions as
opposed to dissatisfaction with service or performance.
We do not expect the bulk of those big allocation changes
to be repeated over the coming year and we intend to
regain those allocations when market conditions normalise.
At Ninety One, we consider the North American institutional
and sub-advice opportunities as primary medium-term
growth drivers. We remain confident that our investment in
North America will pay off. We have and will be investing
further to build our presence in the Middle East, specifically
in the Kingdom of Saudi Arabia, to capture the opportunities
in that fast-growing region.
Our UK business has suffered from the fallout of the
LDI-related sell-off of risk assets to meet margin calls and
further de-risking of defined benefit pension pots on the
back of the rise in long-term interest rates. We therefore
also need to sharpen our focus in this market which is
undergoing rapid change.
In the coming year, Ninety One will continue to face its fair
share of challenges. These include volatile and possibly
unsupportive financial markets, weak economic growth,
muted interest in emerging markets investing, the
implications of the substantial relaxation of exchange
controls relating to South African institutional investors and
the increased regulatory and public scrutiny of sustainable
investing. Since inception, we have navigated varied
market conditions and embraced change successfully
because of the efforts and resourcefulness of our people.
Although we acknowledge the much-publicised structural
challenges facing the investment management industry,
we remain resolute that this industry is full of opportunity.
Investment management at its core is a talent and results
business. Therefore, culture and consistent commitment to
improvement really matter. Scale helps, but at the high-value
end, there are many other more important success factors.
Sustainability with substance
Our sustainability efforts have intensified over the past
year. We have developed and advocated strong and
appropriately nuanced positions on this topic, which
have been incorporated in our transition plan.
This is a process and not an event and we are making good
progress. More information on our transition plan and our
sustainability efforts are included in our Sustainability
and Stewardship Report, available on our website and
summarised in this Integrated Annual Report
(see pages 24 to 50).
During this reporting period, we have continued to deliver
on our commitment to put sustainability at the centre of
our business. Climate is our main priority given the
existential nature of this threat. This does not mean that
we neglect the social and governance dimensions. Right
now, our urgent concern is real-world decarbonisation
in line with our net-zero commitment, not mere portfolio
decarbonisation. This requires that we focus on an
1. Net outflows of £10.6 billion in financial year 2023 (2022: net inflows
of £5.0 billion).
2. Asia Pacific includes Middle East.
10
Ninety One Integrated Annual Report 2023
inclusive and fair transition. We are working to develop
frameworks to support decarbonisation and we are
supporting heavy emitting companies to 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. The financial sector has a constructive
role to play in the battle against climate change and in other
dimensions of sustainability. Ninety One is working hard to
contribute towards this, beyond advocacy, by deploying
client capital sensibly and productively in pursuit of a more
sustainable world. Our senior people have been active 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.
The Board and governance
Our majority-independent Board is functioning well. No
personnel changes have been made over the past year.
We have adjusted the composition of the DLC Audit and
Risk Committee, now that Khumo Shuenyane has been
deemed independent. We welcome him to the committee.
We thank Idoya Basterrechea for her service to that
committee as she steps off while continuing her valuable
service on the DLC Nominations and Directors’ Affairs
and DLC Human Capital and Remuneration Committees.
The Board is united in its desire to provide our stakeholders
with high-quality governance.
Dividend
The Board has considered the strength of the balance
sheet and has recommended a final dividend of 6.7 pence
per share (2022: 7.7 pence) to shareholders at the Annual
General Meeting (“AGM”), resulting in a full-year dividend
of 13.2 pence per share (2022: 14.6 pence). 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 investment or regulatory purposes. Subject
to shareholder approval, the final dividend will be paid
on 11 August 2023 to shareholders on the register at
21 July 2023.
Outlook
At our last interim results, 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 policy response to
persistently higher-than-desired inflation rates. Despite
the market rally towards the end of the financial year, the
coming reporting period will remain full of challenges
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 largely risk-on product offering and a
track record of navigating difficult conditions and change.
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:
ɽ the likely consequences of any decision in the
long term;
ɽ the interests of the company’s employees;
ɽ the need to foster the company’s business
relationships with suppliers, customers and others;
ɽ the impact of the company’s operations on the
community and the environment;
ɽ the desirability of the company maintaining a
reputation for high standards of business
conduct; and
ɽ the need to act fairly as between members of
the company.
Throughout the year, the Board discussed their
obligations, including how stakeholder engagement is
incorporated into our long-term decision-making.
The Board held its annual strategy day in February
2023 focusing on the long-term strategic direction of
Ninety One. As part of these strategic discussions, the
Board considered the market and industry trends and
their potential impact on our stakeholders.
Details of Ninety One’s Board engagement with key
stakeholders are included in Our Stakeholders section
on pages 16 and 17. Detail on our relationships with
suppliers, regulators and peers are included on
page 38.
Further details of the Board’s activities are described in the
Governance Report on page 73.
We see ample growth opportunities ahead as risk appetite
returns, so long as we keep delivering for our clients and
serve society at large. We are mindful of the fact that we
have no business without the support of our clients and the
communities within which we operate. We thank them and
our other stakeholders profoundly for their support after
32 years in business.
Our focus remains firmly on execution. We look to the
future with confidence.
Gareth Penny Hendrik du Toit
Chairman Founder and
Chief Executive Officer
11
Strategic ReportGovernanceFinancial StatementsAdditional Information
Our Strategy
2 31
Our strategic priorities
Capture the growth
inherent in our current
capability set
Develop differentiated
strategies, anticipating
client needs
Focus on growth in
professionally intermediated
channels (advisor and
institutional)
Ensure sustainability is at
the core of our business
Continuously invest in our people and
build an intergenerational business
Why is this important?
We serve a clearly defined client base and keep our business simple, yet relevant.
We align our investment offerings with long-term client demand.
We are committed to positioning our business on the right
side of history.
We take our responsibility as active stewards of client
capital seriously.
We advocate for sustainability across the world by seeking
tocontribute to the conversation on sustainable investing.
We aim to inhabit our world better by measuring and
managingthe environmental and societal impact of our
ownbusiness activities.
We are a people business with a culture that is vital to our
long-term success.
We want to recruit and retain world-class talent who are
empowered with the freedom to create so as to build a
successful, long-term and intergenerational business for
all our stakeholders.
Link to key performance indicators
Our progress in FY 2023
ɽ It was a year of significant client
engagement with the quality and
intensity of our client interactions
remaining strong.
ɽ Our current product offering remains
client relevant and diversified across
asset classes and investment styles
to suit client needs.
ɽ However, in a year with significant
headwinds causing risk-aversion
amongst clients, the majority of our
strategies were not aligned with the
immediate preference of asset
owners for lower risk or uncorrelated
assets.
ɽ As a result, we suffered net outflows
of which more than half were driven
by the asset allocation decisions of
three clients, though all three still
remain clients.
ɽ Long-term investment performance
remained competitive and there
were improvements to short-term
performance over the year.
ɽ We have a track record of evolving
our offering across asset classes to
meet future client demand.
ɽ During the year we launched a
number of new strategies, including
an Emerging Market Sustainable
Equity strategy and Global Macro
Alternative strategy.
ɽ New strategies contributed
meaningfully to net flows.
ɽ We have various other strategies
in the development phase.
ɽ We continued to maintain a diversified
asset base across institutional and
advisor clients.
ɽ However, the challenges of the year
meant that there were overall net
outflows across both these channels,
especially from institutional clients.
ɽ We strongly believe in building
enduring and deep client relationships
and this year’s poor flows neither
deter us from this goal nor are a
reflection of a deficit in this area.
ɽ Notwithstanding the challenges, there
were meaningful client wins from
key regions such as Australia and
North America.
ɽ There were also positive advisor
net inflows from our South African
platform business and some areas
of the UK Client Group.
ɽ We continued to advance on our sustainability agenda with
progress made across our three pillars of Invest, Advocate
and Inhabit.
ɽ Progress made under the Invest pillar, included:
• Established the strategic engagement process for our
highest emitting companies, linked to the output of the
Transition Plan Assessments which were conducted for
our top emitting investee companies.
• Classified 27 funds across our fund ranges under the
Sustainable Finance Disclosures Regulation (“SFDR”)
Article 8 or Article 9.
• Developed methodologies to assess sustainable
investments covering carbon avoided, financial inclusion,
digital inclusion, access to education, healthcare impact,
climate adaptation and green, social and sustainable bonds.
ɽ Activities undertaken in our Advocate pillar, included:
• Building on our work in recent years, we continued to
emphasise the importance of a fair and inclusive transition
as opposed to portfolio decarbonisation and highlighted
that this transition needs to be funded, especially in
emerging markets.
• Contributed to the development of the SMI’s Transition
Categorisation framework and the Assessing Sovereign
Climate-related Opportunities and Risks (“ASCOR”)
Project tool.
• Published the third edition of our ‘Planetary Pulse’ survey
on investor sentiment towards transition finance.
ɽ Progress made in our Inhabit pillar, included:
• Funded 100 youth work placements across South Africa in
vital sectors including conservation, early education and
healthcare.
• Launched the ‘For Tomorrow’ charitable share class in our
flagship fund range domiciled in Luxembourg, a partnership
between the Ninety One Global Sustainable Equity Fund
and Tusk.
• Achieved carbon neutrality from a Scope 1, 2 and 3
(category 6) basis.
ɽ During the year, our stable, experienced and highly-skilled
staff complement showed significant commitment.
• The total staff shareholding in Ninety One increased to
28.2%, demonstrating our continuing owner-culture and
the long-term commitment of our people.
• Staff turnover decreased to 10.1%.
ɽ Building talent density remained a priority with some team
and people changes made during the year. Furthermore, our
succession-planning efforts during the year reflected our
desire to build a truly intergenerational business.
ɽ Recognising the key role our leaders play in leading our
business through challenging times, the human capital
team has provided various training programmes for people
managers to equip them to lead during this period.
ɽ We continued to actively communicate with our people
including regular staff updates, staff socials and leadership
and team offsites, which have all helped preserve and
perpetuate the unique culture of the business among
our people.
Key
Adjusted EPS
Investment performance
Net flows
Key employee retention and
succession planning
Commitment to sustainability
Relationships and reputation
12
Ninety One Integrated Annual Report 2023
4 5
Capture the growth
inherent in our current
capability set
Develop differentiated
strategies, anticipating
client needs
Focus on growth in
professionally intermediated
channels (advisor and
institutional)
Ensure sustainability is at
the core of our business
Continuously invest in our people and
build an intergenerational business
Why is this important?
We serve a clearly defined client base and keep our business simple, yet relevant.
We align our investment offerings with long-term client demand.
We are committed to positioning our business on the right
side of history.
We take our responsibility as active stewards of client
capital seriously.
We advocate for sustainability across the world by seeking
tocontribute to the conversation on sustainable investing.
We aim to inhabit our world better by measuring and
managingthe environmental and societal impact of our
ownbusiness activities.
We are a people business with a culture that is vital to our
long-term success.
We want to recruit and retain world-class talent who are
empowered with the freedom to create so as to build a
successful, long-term and intergenerational business for
all our stakeholders.
Link to key performance indicators
Our progress in FY 2023
ɽ It was a year of significant client
engagement with the quality and
intensity of our client interactions
remaining strong.
ɽ Our current product offering remains
client relevant and diversified across
asset classes and investment styles
to suit client needs.
ɽ However, in a year with significant
headwinds causing risk-aversion
amongst clients, the majority of our
strategies were not aligned with the
immediate preference of asset
owners for lower risk or uncorrelated
assets.
ɽ As a result, we suffered net outflows
of which more than half were driven
by the asset allocation decisions of
three clients, though all three still
remain clients.
ɽ Long-term investment performance
remained competitive and there
were improvements to short-term
performance over the year.
ɽ We have a track record of evolving
our offering across asset classes to
meet future client demand.
ɽ During the year we launched a
number of new strategies, including
an Emerging Market Sustainable
Equity strategy and Global Macro
Alternative strategy.
ɽ New strategies contributed
meaningfully to net flows.
ɽ We have various other strategies
in the development phase.
ɽ We continued to maintain a diversified
asset base across institutional and
advisor clients.
ɽ However, the challenges of the year
meant that there were overall net
outflows across both these channels,
especially from institutional clients.
ɽ We strongly believe in building
enduring and deep client relationships
and this year’s poor flows neither
deter us from this goal nor are a
reflection of a deficit in this area.
ɽ Notwithstanding the challenges, there
were meaningful client wins from
key regions such as Australia and
North America.
ɽ There were also positive advisor
net inflows from our South African
platform business and some areas
of the UK Client Group.
ɽ We continued to advance on our sustainability agenda with
progress made across our three pillars of Invest, Advocate
and Inhabit.
ɽ Progress made under the Invest pillar, included:
• Established the strategic engagement process for our
highest emitting companies, linked to the output of the
Transition Plan Assessments which were conducted for
our top emitting investee companies.
• Classified 27 funds across our fund ranges under the
Sustainable Finance Disclosures Regulation (“SFDR”)
Article 8 or Article 9.
• Developed methodologies to assess sustainable
investments covering carbon avoided, financial inclusion,
digital inclusion, access to education, healthcare impact,
climate adaptation and green, social and sustainable bonds.
ɽ Activities undertaken in our Advocate pillar, included:
• Building on our work in recent years, we continued to
emphasise the importance of a fair and inclusive transition
as opposed to portfolio decarbonisation and highlighted
that this transition needs to be funded, especially in
emerging markets.
• Contributed to the development of the SMI’s Transition
Categorisation framework and the Assessing Sovereign
Climate-related Opportunities and Risks (“ASCOR”)
Project tool.
• Published the third edition of our ‘Planetary Pulse’ survey
on investor sentiment towards transition finance.
ɽ Progress made in our Inhabit pillar, included:
• Funded 100 youth work placements across South Africa in
vital sectors including conservation, early education and
healthcare.
• Launched the ‘For Tomorrow’ charitable share class in our
flagship fund range domiciled in Luxembourg, a partnership
between the Ninety One Global Sustainable Equity Fund
and Tusk.
• Achieved carbon neutrality from a Scope 1, 2 and 3
(category 6) basis.
ɽ During the year, our stable, experienced and highly-skilled
staff complement showed significant commitment.
• The total staff shareholding in Ninety One increased to
28.2%, demonstrating our continuing owner-culture and
the long-term commitment of our people.
• Staff turnover decreased to 10.1%.
ɽ Building talent density remained a priority with some team
and people changes made during the year. Furthermore, our
succession-planning efforts during the year reflected our
desire to build a truly intergenerational business.
ɽ Recognising the key role our leaders play in leading our
business through challenging times, the human capital
team has provided various training programmes for people
managers to equip them to lead during this period.
ɽ We continued to actively communicate with our people
including regular staff updates, staff socials and leadership
and team offsites, which have all helped preserve and
perpetuate the unique culture of the business among
our people.
13
Strategic ReportGovernanceFinancial StatementsAdditional Information
Tracking our Strategic Progress
Our key performance indicators
(“KPIs”) enable us to monitor our
progress towards our strategic
priorities.
Methodology
We track our progress using three financial KPIs. These are
key drivers of value creation.
In relation to non-financial KPIs, the Board periodically
identifies non-financial indicators which are aligned with
Ninety One’s short-term and long-term objectives. While
the specific non-financial KPIs may change over time,
these will always emphasise a focus on people and culture,
risk management and conduct, as well as relationship
outcomes and reputation.
Investment performance
68%
82%
55%
71%
71%
FY23
FY22
FY21
FY20
FY19
Definition
3-year firm-wide investment
outperformance calculated as
the sum of the total market
values for individual portfolios
that have positive active
returns on a gross basis,
expressed as a percentage
of total AUM.
Why it’s important
Investment performance
is at the core of our proposition
to clients.
Progress in the year
ɽ 3-year investment
outperformance improved
over the year.
ɽ Our long-term investment
performance remains
competitive, supporting our
confidence in our investment
processes and demonstrates
the expertise of our investment
teams to navigate challenging
and fast-moving markets.
Adjusted EPS
17.0p
19.2p
14.6p
16.1p
17.3p
FY23
FY22
FY21
FY20
FY19
Definition
Adjusted earnings attributable
to shareholders divided by the
number of ordinary shares in
issue at the end of the period.
Why it’s important
Adjusted EPS measures
thevalue generated for
shareholders.
Progress in the year
ɽ Adjusted EPS decreased
by 10% in the year, driven
by reduced revenues.
ɽ The business did not issue any
new shares during the year.
Net flows
£(10.6)bn
£5.0bn
(£0.2bn)
£6.0bn
£6.1bn
FY23
FY22
FY21
FY20
FY19
Definition
The increase in AUM received
from clients, less the decrease
in AUM withdrawn by clients.
Where cross investment
occurs, assets and flows are
identified, and the duplication
is removed.
Why it’s important
Net flows indicate client support
and market relevance.
Progress in the year
ɽ Net flows were down from
the prior year as significant
headwinds caused
risk-aversion amongst
our clients.
ɽ Notwithstanding this, there
were areas of meaningful
client net inflows into our
focus strategies such as
global quality, sustainable
and natural resources
equity strategies.
ɽ Our product offering has
remained client relevant and
diverse across asset classes
and investment styles to suit
varying client needs as
demand returns. We also
remain well-positioned for
future client demand and
growth, especially in the areas
of global and international
equities, emerging market
equities, emerging market
fixed income, including
specialist credit and
sustainable investing.
See the Financial Review section on pages 51 to 56 for
more information.
See the Chairman and Chief Executive Officer’s
Statement on pages 8 to 11 and the Our Strategy
section on pages 12 to 13, for more information.
See the Chairman and Chief
Executive Officer’s Statement
on pages 8 to 11 and the Our
Strategy section on pages
12 to 13, for more information.
14
Ninety One Integrated Annual Report 2023
Key employee retention and
succession planning
Definition
The retention and
continued development
of the leadership team.
Why it’s important
At its core, 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 AUM and to develop its
human capital for the long term.
Progress in the year
ɽ Our staff turnover decreased
over the year, reflecting our
ability to maintain workforce
stability and retain key
employees.
ɽ Building talent density remained
a priority with some related
people changes made during
the year.
ɽ We have continued to focus our
succession planning efforts on
building the “bench strength”
within our senior leadership,
standing us in good stead for
the future.
ɽ The Ninety One total staff
shareholding increased to
28.2%, signalling the long-term
commitment of our people
to Ninety One.
Relationships and reputation
Definition
The development of
quality relationships
alongside a strong brand.
Why it’s important
The quality of Ninety One’s
relationships, together with a
culture of good conduct and risk
management, informs our brand and
bolsters our reputation. This is a
source of competitive advantage.
Progress in the year
ɽ This was a year of intense client
engagement where, as ever,
client service was the priority.
ɽ It was another year of significant
people engagement with
various employee initiatives and
engagements including leadership
and other training, staff updates,
various offsites and in-office
events as well as ongoing talent
development.
ɽ Our support of employee-driven
initiatives continued and
exemplified how Ninety One 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 in the
financial year.
Commitment to sustainability
Definition
The progress against
objectives identified
by the Board from time
totime under the firm’s
sustainability framework.
Why it’s important
From the start, Ninety One has
beencommitted to investing for a
better tomorrow. Commitment to
sustainability is part of who we are.
Progress in the year
ɽ We continued to advance across
our sustainability agenda with
significant progress made under
our Invest, Advocate and Inhabit
framework.
ɽ This included work in the areas
of strategic engagement with
our highest emitting investee
companies, continued emphasis
on the importance of a fair transition
(especially in emerging markets)
and taking steps to reduce our own
carbon emissions as a business.
Strategic progress
Definition
The progress against
strategic priorities
specifically identified by
the Board. This could
include growth initiatives
in respect of new
products, strategies
or geographies.
Why it’s important
The achievement of our strategic
objectives will drive the future
growth of Ninety One.
Progress in the year
ɽ Ninety One has strategic clarity
and remains confident that this is
right for its long-term success.
ɽ The business demonstrated its
ability to stick to its strategy, in
spite of the significant headwinds,
to deliver robust earnings and
maintain a clean balance sheet.
ɽ Some strategic initiatives did not
progress as much as planned
during the year, for example, scaling
certain strategies. Continued travel
restrictions to certain parts of the
world for much of the year also
impeded the pursuit of certain
other objectives.
ɽ There are ample opportunities for
growth once risk appetite returns.
See the Sustainability section on pages 24 to 50
for more information.
See the Our Strategy section on pages 12 to 13, for
more information.
See the Our Strategy
section on pages 12 to 13,
for more information.
See the Our Strategy
section on pages 12 to 13,
for more information.
Key
Strong achievement
Expected achievement
Limited achievement
15
Strategic ReportGovernanceFinancial StatementsAdditional Information
Our Stakeholders
Our clients Our people Our shareholders Society and environment
Our clients always come first. The long-term success of Ninety One
depends on our ability to be relevant and respond to our clients’
needs and assist them to meet their long-term investment
objectives.
We are a people business with a culture that is vital to our long-term
success. Our continued success depends on our ability to attract
talent, encourage skills development and talent density, and enable
our people to remain committed to our clients and business.
Our people expect to feel proud of where they work, enjoy the work
they do, be appropriately rewarded for their commitment, and have
the freedom to be themselves within a team context.
The continued support of our shareholders is key to our long-term
success.
Our shareholders seek attractive financial returns from Ninety One.
They also expect robust governance practices and responsible
corporate citizenship.
Shareholder support depends on a combination of good results and
active engagement with shareholders. At Ninety One we respect
the advice and input from our diverse shareholder base.
We are committed to positioning our business on the right side
of history.
Our societies and wider environment expect us to operate with
integrity and contribute to a more sustainable world.
The long-term success of Ninety One depends on the goodwill of
the societies in which we operate. We support communities and
the natural world in line with our wider purpose.
How we engaged in FY 2023
Client engagement has normalised over the year, with most of our
client engagement conducted face-to-face. We also engaged
virtually where it was more practical or preferable. As such, we were
able to reach a broader client base more frequently through the use
of technology.
Engagement over the year:
ɽ Regular one-to-one client interactions with relevant investment
teams.
ɽ Round-table discussions and in-person group sessions
throughout the year.
ɽ Regularly sharing investment publications and insights.
ɽ Regular client webinars (local and global), covering a broad range
of topics designed to support client needs. Key topics of interest
for our clients included managing increasing regulatory
demands, climate change and the opportunities related to the
need for transition finance that support efforts to reach net zero.
ɽ Our asset owner survey, ‘Planetary Pulse’, conducted in
partnership with the Financial Times, analysed the rise of
transition finance to help asset owners across the globe
with their decision-making on this crucial topic.
ɽ Our clients regularly feed back their appreciation of prompt
responses and relevant actions that support their needs, whether
through events, webinars, bespoke content or, where required,
time with our portfolio managers.
ɽ The Board (and its relevant subcommittees) regularly receives
and discusses information on our investment performance, client
net flows, client engagement activities and related risks. This
enables the Board to have effective oversight of the experience
and service levels received by our clients and identify any issues
of concern to ensure good service standards were maintained.
Our people have returned to our offices across all our locations.
We were able to travel more, interact in person, attend team offsites
and staff social events.
Engagement over the year included:
ɽ Regular staff emails and updates by the Chief Executive Officer to
ensure strategic decisions made by the Board are well understood
across the organisation.
ɽ Daily team discussions, regular feedback sessions and
engagements with line managers.
ɽ Quarterly investment team updates to all staff.
ɽ Dedicated team engagements across all regions to ensure our
people feel connected, supported and empowered, including
workshops on employee health and wellbeing.
ɽ Training programmes are available for the benefit of all employees.
• New training programme designed to empower people
managers to lead and to better support their teams.
ɽ We encourage our people to volunteer for charitable causes and
support multiple charities that are close to our people’s hearts,
either via paid volunteering days or by matching the donations
raised by our staff.
ɽ Some Directors have directly engaged with employees across the
firm, discussing a wide range of topics including sustainability,
strategy, risk and operations, among others.
• Two workforce engagement forums held with the designated
Non-Executive Director responsible for the workforce
engagement (Colin Keogh). The feedback from the sessions
was discussed with the Board.
ɽ The Board discussed the impact of the increase in cost of living on
our global workforce. A decision has been made to largely adjust
the salaries of the lower paid employees, rather than apply a
blanket increase globally.
ɽ The Board (and its relevant subcommittees) regularly receives and
discusses information on our people developments, including
new hires, departures, talent reviews, training, diversity,
remuneration and people initiatives. This enables the Board to
have effective oversight of talent development, retention and any
concerns relating to staff.
ɽ The Board satisfied themselves on the continued levels of staff
support and workforce engagement over the year.
During the year, we maintained a comprehensive programme of
investor engagement:
ɽ Following the release of our full-year and interim results, the Chief
Executive Officer and Finance Director met with shareholders,
investors and analysts.
• Recorded webcasts from results presentations are available
on our website for the benefit of all existing and potential
investors.
ɽ The investor relations team and senior management conducted
individual and group meetings with large shareholders and other
investors and participated in a number of conferences in order to
reach a wider investor base.
ɽ Significant shareholder engagement during the year, included:
• Specific engagement with shareholders regarding our climate
strategy and transition plan.
• Ahead of the remuneration policy renewal, the Chair of the
DLC Human Capital and Remuneration Committee wrote to
our major shareholders to explain our proposal and to seek
feedback. We received useful feedback from a number
of shareholders, which was considered in finalising the
new policy.
ɽ The AGM, held in a hybrid form in July 2022, was an important
event attended by all directors, where all shareholders could
access the meeting and ask questions.
• Significant shareholder engagement ahead of the AGM
resulted in strong support for all resolutions.
ɽ A final dividend was proposed in May 2023 while an interim
dividend was paid in December 2022.
ɽ The Board receives regular updates through briefings and reports
from the investor relations team, Chief Executive Officer and
Finance Director on share price movements, investor sentiment
and shareholder feedback.
ɽ The Board (and its relevant subcommittees) regularly receives
and discusses information on key market developments, business
performance, financial results and internal forecasts. This enables
the Board to have effective oversight of the business’s overall
financial performance, stability and value-creation potential and
to identify any possible areas of concern for shareholders.
We continued to conduct our business and operations as
responsible citizens. This included:
ɽ Various advocacy initiatives focusing on a fair and inclusive
transition.
• Ninety One is an active participant of the GFANZ, the SMI and
the Institutional Investor Group on Climate Change. We are
founding supporters of the Impact Investment Institute and a
member of the National Business Initiative in South Africa.
• A team from Ninety One, led by our Chief Executive Officer,
attended COP27 to participate in industry events and panel
discussions. Feedback from the event was shared with
the Board.
ɽ Our people regularly volunteer for charitable causes and raise
money for various charities globally. Ninety One continued to
match the donations raised by our staff. Over 50 charities were
supported over the year.
ɽ The Ninety One Green team continued to advocate for employees
to reduce their personal carbon footprints through partnership
with Giki Zero and other initiatives.
ɽ Dedicated Corporate Social Investment (“CSI”) programme,
focused on education, conservation and community
development.
• Partnered with UK peers and RedSTART, a UK financial literacy
charity, in commissioning a longitudinal study to identify the link
between financial education at an early age and social mobility.
• Supported more than 80 high potential students through our
Changeblazers programme.
• Funded 100 youth work placements across South Africa in
sectors including conservation, early education and
healthcare.
• Launched the ‘For Tomorrow’ charitable share class, a
partnership between the Ninety One Global Sustainable Equity
Fund and Tusk.
• Supported rural communities to enable better health and
education outcomes, including continuing support for the
Bulungula Incubator.
ɽ Regular engagement with our suppliers, with the Board discussing
updates to key supplier relationships.
ɽ The Board (and its relevant subcommittees) receives and
discusses information on wider business activities, including
details on stakeholder engagement, policy obligations, risk
assessments and regulatory developments and requirements.
This enables the Board to have effective oversight of the overall
positioning of our business against stakeholder expectations.
The Board has considered the interests of stakeholders throughout the year.
See the Our People and Culture section on pages 18 to 21
for further details.
See Our Clients section on page 22
for further details.
16
Ninety One Integrated Annual Report 2023
Our clients Our people Our shareholders Society and environment
Our clients always come first. The long-term success of Ninety One
depends on our ability to be relevant and respond to our clients’
needs and assist them to meet their long-term investment
objectives.
We are a people business with a culture that is vital to our long-term
success. Our continued success depends on our ability to attract
talent, encourage skills development and talent density, and enable
our people to remain committed to our clients and business.
Our people expect to feel proud of where they work, enjoy the work
they do, be appropriately rewarded for their commitment, and have
the freedom to be themselves within a team context.
The continued support of our shareholders is key to our long-term
success.
Our shareholders seek attractive financial returns from Ninety One.
They also expect robust governance practices and responsible
corporate citizenship.
Shareholder support depends on a combination of good results and
active engagement with shareholders. At Ninety One we respect
the advice and input from our diverse shareholder base.
We are committed to positioning our business on the right side
of history.
Our societies and wider environment expect us to operate with
integrity and contribute to a more sustainable world.
The long-term success of Ninety One depends on the goodwill of
the societies in which we operate. We support communities and
the natural world in line with our wider purpose.
How we engaged in FY 2023
Client engagement has normalised over the year, with most of our
client engagement conducted face-to-face. We also engaged
virtually where it was more practical or preferable. As such, we were
able to reach a broader client base more frequently through the use
of technology.
Engagement over the year:
ɽ Regular one-to-one client interactions with relevant investment
teams.
ɽ Round-table discussions and in-person group sessions
throughout the year.
ɽ Regularly sharing investment publications and insights.
ɽ Regular client webinars (local and global), covering a broad range
of topics designed to support client needs. Key topics of interest
for our clients included managing increasing regulatory
demands, climate change and the opportunities related to the
need for transition finance that support efforts to reach net zero.
ɽ Our asset owner survey, ‘Planetary Pulse’, conducted in
partnership with the Financial Times, analysed the rise of
transition finance to help asset owners across the globe
with their decision-making on this crucial topic.
ɽ Our clients regularly feed back their appreciation of prompt
responses and relevant actions that support their needs, whether
through events, webinars, bespoke content or, where required,
time with our portfolio managers.
ɽ The Board (and its relevant subcommittees) regularly receives
and discusses information on our investment performance, client
net flows, client engagement activities and related risks. This
enables the Board to have effective oversight of the experience
and service levels received by our clients and identify any issues
of concern to ensure good service standards were maintained.
Our people have returned to our offices across all our locations.
We were able to travel more, interact in person, attend team offsites
and staff social events.
Engagement over the year included:
ɽ Regular staff emails and updates by the Chief Executive Officer to
ensure strategic decisions made by the Board are well understood
across the organisation.
ɽ Daily team discussions, regular feedback sessions and
engagements with line managers.
ɽ Quarterly investment team updates to all staff.
ɽ Dedicated team engagements across all regions to ensure our
people feel connected, supported and empowered, including
workshops on employee health and wellbeing.
ɽ Training programmes are available for the benefit of all employees.
• New training programme designed to empower people
managers to lead and to better support their teams.
ɽ We encourage our people to volunteer for charitable causes and
support multiple charities that are close to our people’s hearts,
either via paid volunteering days or by matching the donations
raised by our staff.
ɽ Some Directors have directly engaged with employees across the
firm, discussing a wide range of topics including sustainability,
strategy, risk and operations, among others.
• Two workforce engagement forums held with the designated
Non-Executive Director responsible for the workforce
engagement (Colin Keogh). The feedback from the sessions
was discussed with the Board.
ɽ The Board discussed the impact of the increase in cost of living on
our global workforce. A decision has been made to largely adjust
the salaries of the lower paid employees, rather than apply a
blanket increase globally.
ɽ The Board (and its relevant subcommittees) regularly receives and
discusses information on our people developments, including
new hires, departures, talent reviews, training, diversity,
remuneration and people initiatives. This enables the Board to
have effective oversight of talent development, retention and any
concerns relating to staff.
ɽ The Board satisfied themselves on the continued levels of staff
support and workforce engagement over the year.
During the year, we maintained a comprehensive programme of
investor engagement:
ɽ Following the release of our full-year and interim results, the Chief
Executive Officer and Finance Director met with shareholders,
investors and analysts.
• Recorded webcasts from results presentations are available
on our website for the benefit of all existing and potential
investors.
ɽ The investor relations team and senior management conducted
individual and group meetings with large shareholders and other
investors and participated in a number of conferences in order to
reach a wider investor base.
ɽ Significant shareholder engagement during the year, included:
• Specific engagement with shareholders regarding our climate
strategy and transition plan.
• Ahead of the remuneration policy renewal, the Chair of the
DLC Human Capital and Remuneration Committee wrote to
our major shareholders to explain our proposal and to seek
feedback. We received useful feedback from a number
of shareholders, which was considered in finalising the
new policy.
ɽ The AGM, held in a hybrid form in July 2022, was an important
event attended by all directors, where all shareholders could
access the meeting and ask questions.
• Significant shareholder engagement ahead of the AGM
resulted in strong support for all resolutions.
ɽ A final dividend was proposed in May 2023 while an interim
dividend was paid in December 2022.
ɽ The Board receives regular updates through briefings and reports
from the investor relations team, Chief Executive Officer and
Finance Director on share price movements, investor sentiment
and shareholder feedback.
ɽ The Board (and its relevant subcommittees) regularly receives
and discusses information on key market developments, business
performance, financial results and internal forecasts. This enables
the Board to have effective oversight of the business’s overall
financial performance, stability and value-creation potential and
to identify any possible areas of concern for shareholders.
We continued to conduct our business and operations as
responsible citizens. This included:
ɽ Various advocacy initiatives focusing on a fair and inclusive
transition.
• Ninety One is an active participant of the GFANZ, the SMI and
the Institutional Investor Group on Climate Change. We are
founding supporters of the Impact Investment Institute and a
member of the National Business Initiative in South Africa.
• A team from Ninety One, led by our Chief Executive Officer,
attended COP27 to participate in industry events and panel
discussions. Feedback from the event was shared with
the Board.
ɽ Our people regularly volunteer for charitable causes and raise
money for various charities globally. Ninety One continued to
match the donations raised by our staff. Over 50 charities were
supported over the year.
ɽ The Ninety One Green team continued to advocate for employees
to reduce their personal carbon footprints through partnership
with Giki Zero and other initiatives.
ɽ Dedicated Corporate Social Investment (“CSI”) programme,
focused on education, conservation and community
development.
• Partnered with UK peers and RedSTART, a UK financial literacy
charity, in commissioning a longitudinal study to identify the link
between financial education at an early age and social mobility.
• Supported more than 80 high potential students through our
Changeblazers programme.
• Funded 100 youth work placements across South Africa in
sectors including conservation, early education and
healthcare.
• Launched the ‘For Tomorrow’ charitable share class, a
partnership between the Ninety One Global Sustainable Equity
Fund and Tusk.
• Supported rural communities to enable better health and
education outcomes, including continuing support for the
Bulungula Incubator.
ɽ Regular engagement with our suppliers, with the Board discussing
updates to key supplier relationships.
ɽ The Board (and its relevant subcommittees) receives and
discusses information on wider business activities, including
details on stakeholder engagement, policy obligations, risk
assessments and regulatory developments and requirements.
This enables the Board to have effective oversight of the overall
positioning of our business against stakeholder expectations.
See the Sustainability section on pages 24 to 50
for further details.
See the Our Shareholders section on page 23
for further details.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Our People and Culture
At Ninety One, we are a people-
centric business and we place
great emphasis on hiring and
nurturing talent. We recognise
that without a motivated, diverse
and talented workforce we will
not be able to deliver our enduring
investment outperformance and
outstanding client service.
Our culture and values
Our unique culture is who we are. It is what makes us
different. We articulate our culture through our guiding
value to ‘do the right thing’ and our philosophy for success,
‘freedom to create’. We assess the success of our people
through their ability to deliver results and the quality of their
relationships, both internally and externally.
Read more about our culture and values on page 7.
Doing the right thing is not just a phrase, it is deeply
embedded in how we do business, service our clients and
maintain our unique culture. We replaced our Global Code
of Ethics with a ‘do the right thing’ attestation and ask each
member of staff to attest to it as part of their annual
declarations.
Employee engagement
Our leadership and Human Capital team invest considerable
resource and time into the evaluation of our culture and
employee engagement. We assess this in a systematic and
methodical way through leadership and team development
sessions, individual coaching sessions, leadership and team
offsites and bespoke interventions.
Colin Keogh is the designated Non-Executive Director
responsible for gathering workforce feedback. Colin and
the Workforce Engagement Forum engage directly with
employees in the UK with respect to key issues relating to
the business and report the findings and relevant feedback
to the Board. Topics of discussion over the past financial
year included hybrid working, the current macroeconomic
environment, market conditions, the cost-of-living crisis
and how Ninety One can support employees in these
uncertain times. Feedback received showed that staff felt
valued and supported by Ninety One and that they were
positive with respect to the transparency of Ninety One’s
strategy and messaging.
Our Chief Executive Officer continued to engage with
staff via regular updates, emails and calls. This was
particularly important in the challenging times seen over
the past year. The messaging ensured that our people
were made aware of the environment and its effect on
Ninety One and therefore could understand the strategic
decisions made by the Directors and the leadership.
Talent development
Overall headcount increased 2% over the financial year,
reflecting selective hires into growth areas. We continued
to develop the leadership cadre and talent pools across
the business. The concept of talent density and the
importance of building a truly intergenerational firm are
uppermost in our minds and this focus continues into the
next financial year.
We want our people to succeed. We understand that the
growth and development of our people is key to building a
long-term sustainable business. We encourage intellectual
curiosity, ambition, personal and professional development.
Ultimately, we want our people to be the best version of
themselves. The freedom to create culture forms the
Philosophy of success:
Freedom to create
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 within a team-oriented
context. We are creating a culture where we can
collectively achieve together, without sacrificing
our individual selves, characters and personalities.
We believe that people perform best when they are
liberated to pursue their passions and interests
and we strive to give people the freedom to give
expression to their strengths, skills and talents.
Freedom is the greatest driver of diversity in
our business.
Metrics of success:
Results and relationships
We insist on results but not at the expense of the
human spirit. At Ninety One, relationships matter and
we balance relentless drive with decency. Strong
relationships ensure diversity in our business and
an environment where all people feel welcome,
respected and that they have a fair opportunity to
develop and contribute. We expect people to perform
both on the results they deliver and the quality of their
relationships with each other.
Our people around the world
Africa
UK and Europe
Asia Pacific
Americas
51%
41%
4%
4%
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Ninety One Integrated Annual Report 2023
cornerstone of our approach to professional development.
We expect our people to drive their individual development
within the parameters of our organisational objectives.
Following the periods of social distancing over recent
years, we realised how important it is to nurture and
articulate culture at all levels of the organisation. We
recognise the key role our leaders play in this regard.
To support them in this important task, we introduced a
training programme for our people managers to empower
and equip them to lead and to provide the required support
for their teams.
We are committed to maximising the potential of our
people through professional skills development. All our
permanent employees are eligible for assistance in their
learning and development efforts. Employees can attain a
range of professional qualifications, such as the Chartered
Financial Analyst or Investment Management Certificate,
as well as other professional role-related qualifications.
We also encourage those studying to take study leave.
Leadership development
Leadership development is a key to the long-term success
of our business. We believe that leadership takes place
within the context of our unique culture, and therefore
leading at Ninety One is always focused on both results and
relationships. Our Leadership Development programme is
internally led by our Organisation Development team and is
structured over three modules:
ɽ Emerge: We run quarterly sessions, focused on the
concept of leading yourself. This programme teaches
high-potential future leaders to learn more about
leadership, their impact on others, and how to continue
developing themselves.
ɽ Connect: Annual programme focused on the concept
of leading others. It invites more established leaders to
explore the concepts that allow teams and individuals
to perform.
ɽ Lead: Bespoke programme focused on the concept
of leading the organisation. This programme sees
functional leadership teams in the business strengthen
the dynamics within their units and also work on solving
tangible problems they face on a day-to-day basis.
In addition, our philosophy of learning is that on-the-job
experience allows our leaders to grow into their roles.
We believe that learning by doing is the primary way
to develop. Our Organisation Development team also
provides structured support to our leaders through
coaching, facilitation at team and leadership offsites
and developmental conversations.
Regulatory training
At Ninety One, all employees are required to take part in our
compliance training programmes, which are held and
updated annually. In addition to this, continuing education
comprises a wide range of activities including courses run
by regulatory bodies and other specialist providers. We host
technical updates from external law firms and trade bodies,
along with technical reading and research on regulatory
consultation papers, legislation, guidance and rules.
The compliance team also runs ad-hoc sessions on topical
matters and projects as they arise. Any procedural changes
due to regulatory changes are implemented by the
compliance team as part of the monitoring programme.
Rewarding our people
We consider remuneration to be an important, but not the
only part of our employee value proposition. It has been
designed to attract, retain and motivate our employees.
It also reinforces the behaviours needed to support
our culture and values. Integral to the determination of
remuneration levels is the commitment to our culture in the
pursuit of excellence for our clients within an effective risk
management environment.
Our remuneration policies, plans and practices are
clear and transparent and include a combination of
salary, annual performance bonus, employer pension
contributions and a range of attractive non-cash benefits.
As part of our commitment to building a long-term,
sustainable business and supporting our owner-culture,
Ninety One promotes staff ownership, which leads to
closer alignment with our shareholders’ and clients’
interests. We also 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.
Wellbeing
We prioritise our people’s physical, mental and financial
wellbeing. Our culture promotes and encourages
openness around health and mental wellbeing. We have
a global wellbeing offering for all employees that offers
support for different life events including parenting advice,
support for pregnancy loss, help and support for those
going through menopause, and advice related to financial
issues. We also offer a full calendar of speaker events both
online and in person.
Mental wellbeing
We believe our people should nurture their mental
health in the same way they do their physical
wellbeing. We promote mental wellbeing through
awareness campaigns, workshops and our
comprehensive benefits scheme, which includes a
free annual subscription to a mindfulness application.
All our people can access our employee assistance
programmes and engage with our in-house clinical
psychologist.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Our aim is that the diversity of our people reflects the
communities in which we operate. We believe that this will
ensure the best outcomes for our people, our clients and
our shareholders. Our data shows us that we are making
progress, and whilst we are focused on increasing the
diverse representation across our business, we are not
target driven. Instead, our diversity goals are aligned with
our purpose and are ultimately about creating better
outcomes for our people.
We have made diversity, equity and inclusion a central
consideration in all our decision making, especially when
it comes to our people. We have our own set of diversity
principles, and a comprehensive diversity and inclusion
framework through which we are enabling change.
Gender diversity
We are working towards creating a more balanced
organisation when it comes to gender diversity.
Ninety One is a signatory of the Women in Finance Charter
and originally 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. This has increased to 33%.
We are committed to building on our progress to date and
are now proactively working towards a new target
of 35% female representation in our senior leadership
by 2024.
Alongside our target of 35% of women in senior leadership
by 2024, we strive for diverse representation on our
boards. Our Board of Directors for Ninety One is comprised
of 50% women.
In line with the UK regulatory requirements, we report our
UK Gender Pay Gap annually. The latest report is available
on our website.
26%
26%
28%
31%
33%
2022
2021
2020
2019
2018
Women in senior leadership
1
1. Data as at September, aligned with the HM Treasury Women in Finance Charter.
Ethnic diversity
Since our inception in 1991, our focus on growth, an active
risk-on approach and our clear purpose of investing for a
better tomorrow has contributed markedly to Ninety One
playing its part in the post-apartheid transformation of
South Africa. We are committed to transformation, not only
within our business but in the broader financial service
sector as well. Diversity is essential for any organisation’s
ability to compete, adapt and remain relevant in a world
where client needs are constantly evolving, and new
competitors emerging.
Our People and Culture
Financial wellbeing
We want to equip our employees with the knowledge
to retire with dignity. We work with external partners
to educate our people on a range of financial
wellbeing topics throughout the year. We also
support our staff and their families to invest
in Ninety One funds.
Physical wellbeing
We encourage our people to stay healthy by
emphasising the importance of exercise and nutrition
through educational workshops. Our Ninety One
Active team has built a community around physical
wellbeing and organises events, promotes local
initiatives and facilitates the creation of local
sports teams.
In addition to our wellbeing programmes, we have a range
of firm-wide policies in place to ensure that our employees
work in a safe and healthy working environment.
These include:
ɽ Global Health and Safety Policy: we provide and
maintain a safe working environment across all our
offices, to promote welfare and mental wellbeing.
ɽ Whistleblowing Policy: we have robust independent
processes in place to hear and investigate any concern
raised by an employee, and to escalate as necessary.
This includes an independent third party hotline for
employees that wish to raise issues anonymously.
ɽ Equality Policy: the Equality Policy codifies
Ninety One’s zero tolerance approach to unlawful
discrimination, harassment, less favourable treatment
or victimisation of any employee, job applicant, client
or service provider and sets out the procedure for
formally and informally raising issues.
Diversity and Inclusion
Ninety One was founded in South Africa in 1991 during the
transformational period of the end of apartheid. This has
shaped our thinking on diversity and inclusion at Ninety
One. We have a deep understanding of the benefits that
diverse opinions, experiences and backgrounds can bring
to our organisation. Our heritage has also taught us that
change takes time and that our diversity work is never done.
We work hard to ensure people of different backgrounds,
cultures, beliefs and perspectives feel comfortable and
welcome at Ninety One. We do not tolerate discrimination
in our business and believe diversity is essential to our firm’s
ability to compete, adapt and remain relevant. We are
taking concrete steps to ensure that we are proactively
combating discrimination – conscious and unconscious.
We want everyone to have the opportunity to build a
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.
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Ninety One Integrated Annual Report 2023
Inspire is a network created by
women for women at Ninety One. It
enables the exchange of knowledge
and experiences in order to improve
the opportunities for women at
Ninety One and advocate for
continued progress. Over the past
year, we have hosted various
inspirational female speakers from
across the financial industry and
beyond, including international
best-selling authors and global
sustainability leaders. We also held
internal workshops to empower our
colleagues on various topics.
Proud is Ninety One’s LGBT+ network
that is designed to create an internal
community for our 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. We hold an annual Proud
Voices campaign from our LGBT+
network that celebrates our
colleagues who identify as
LGBT+ and their allies.
Belong is our network focused
on the recruitment, retention and
representation of black talent. Belong
is focused on achieving this through
enhancing Ninety One’s recruitment
strategy, improving retention by
partnering with internal stakeholders
and enhancing representation through
education and cultural exchange.
Gender split
1
Women Men
Board members 4 4
% of Board 50% 50%
Senior positions on the Board
2
1 3
Executive management
3
5 5
% of executive management 50% 50%
Senior management
4
% 33% 67%
Other employees % 47% 53%
Ethnicity split
1
White British
or other White
(including
minority-
white groups)
Mixed/Multiple
Ethnic Groups
Asian/Asian
British
Black/African/
Caribbean/
Black British
Board members 6 2
% of Board 75% 25%
Senior positions on the Board
2
4
Executive management
3
6 1 2 1
% of executive management 60% 10% 20% 10%
1. Gender and ethnicity data for the Board and executive management is self-reported. Data for senior management and wider workforce is obtained from existing
employee data set.
2. Senior positions on the Board include Chief Executive Officer, Finance Director, Senior Independent Director and Chairman.
3. Executive management includes Chief Executive Officer’s direct reports (excluding support roles) and the Company Secretary.
4. Senior management as per Women in Finance Charter submission.
Black Economic Empowerment
We published our second Employment Equity Report over
the year. Ninety One and its Employment Equity Forum are
committed to observing the provisions of the Employment
Equity Act in South Africa. The Financial Sector Code
(“FSC”) in South Africa provides a benchmark against
which we determine our Broad-Based Black Economic
Empowerment (“B-BBEE”) rating. In terms of our B-BBEE
rating, Ninety One is a Level 1 Contributor under the FSC
since first achieving this status in July 2021. This followed
seven consecutive years of achieving a B-BBEE Level 2
Contributor status.
Our black staff representation in South Africa has
increased from 50% in 2014 to 66% in 2023.
Creating an inclusive culture and promoting allyship
Our internal diversity networks are examples of how our
culture encourages Freedom to Create. Our networks are
created by our people and supported by the business.
These are bottom-up initiatives, not top down. They are
focused on building communities, raising awareness, and
advocating for change.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Our Clients
We work with asset owners and
intermediaries from all over the
world, in the institutional and
advisor markets.
Our institutional clients include private and public sector
pension funds, sovereign wealth funds, central banks,
insurers, corporates and foundations. Our advisor clients
include wealth managers, private and retail banks, and
independent advisers.
Our client proposition
Ninety One is a global asset manager with roots in
emerging markets. We prefer to organically develop
specialist investment capabilities over the long term.
Our 32-year journey as a purpose-led firm, with a unique
culture, long-term commitment to our people, emerging
markets heritage and substance-centred approach to
sustainability bring a different perspective to the portfolios
we manage and how we interact with stakeholders. As
active and responsible investors, we manage our clients’
money to meet their long-term investment objectives. If
we do this well, we add meaningful value and create the
opportunity to retain and grow our client relationships.
Client engagement
We place great emphasis on the strength of our client
relationships. In addition to positive investment outcomes,
we seek to support our clients by providing outstanding
client service and by participating in an active dialogue
on the issues that matter to them.
Timely and thoughtful, often proactive, engagements have
been the hallmarks of our client interaction throughout the
reporting year. The distinct shifts in the macroeconomic
and geopolitical landscape during the year increased
demand for broader allocation level discussions where
we have actively focused our research. For instance,
Ninety One’s Investment Institute conducted an extensive
cross-capability study to help answer our clients’ questions
about where next for emerging markets. The study
generated many constructive conversations about
the opportunities and risks in emerging markets.
The macroeconomic landscape presents heightened
uncertainty and opportunity for investors. Central banks
continue wrestling with inflation in the most developed
markets while emerging markets are generally further
through their rate-hiking cycle. Geopolitically, the shift to
a multi-polar world could be further advanced than many
realise. Regulation, particularly related to sustainability
disclosures, is moving quickly and can be a source of
confusion. This all provides opportunities to deepen our
relationships with each of our clients and provide relevant
and helpful guidance to navigate the future.
Helping clients think about and address the question of
sustainability, and particularly climate, in their portfolios is
a common thread in our engagements. Our differentiated
perspective on setting net-zero related targets, the impact
of net-zero commitments on emerging markets and
embracing fairness, are increasingly resonating within the
climate conversation. We are pragmatic and committed
but do not shy away from the difficult topics, including the
necessary financing of the heavy emitter economies and
company transitions. Working very closely with the SMI
and GFANZ, we are now introducing clients to a transition
categorisation framework that can support credible
transition investments where heavy emitters are showing
tangible progress. Ninety One’s team have been active
participants on many industry platforms and within several
key working groups that are focused on industry initiatives
to tackle this very complex but important issue.
See Sustainability section, pages 24 to 50.
As evidenced by our asset owner survey, ‘Planetary Pulse’,
in the latter part of 2022, we expect increasing interest in
how clients can integrate transition investing into their
overall approach to climate change integration in their
investment strategies. We continue to position our firm
at the forefront of transition investing with the necessary
expertise to credibly help our clients with their approach.
Information on Board engagement with our clients is covered
on page 16.
AUM by Client Type
Advisor 36%
Institutional 64%
AUM by Client Group
United Kingdom 19%
Africa 40%
Europe 12%
Americas 13%
Asia Pacific1 16%
AUM as at 31 March 2023.
1. Asia Pacific includes Middle East.
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Ninety One Integrated Annual Report 2023
Our Shareholders
Our shareholders and their
support are essential for the
sustained success of our business.
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 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,
share price movements, investor sentiment and
shareholder feedback.
Information on Ninety One’s top shareholders is included in the
Director’s Report on page 116.
Institutional shareholders
Ninety One maintains a diverse and high-quality
institutional shareholder base. The investor relations
team has primary responsibility for managing day-to-day
communications with these shareholders and supports
the Chairman, Senior Independent Director, Chief
Executive Officer and Finance Director in conducting a
comprehensive shareholder engagement programme
during each financial year.
Hendrik du Toit and Kim McFarland are Ninety One’s
primary spokespeople. Throughout the year, they engaged
extensively with existing and potential investors during
individual and group meetings, as well as conferences.
We have conducted a number of investor meetings
face-to-face, though the majority remain virtual. We
believe this allows us to engage with a greater number of
investors and reduces travel time, which also helps with our
carbon reduction targets. Such meetings were primarily
aligned with the release of our financial results (in May and
November) and included discussions on strategic progress,
financial performance, dividend policy and capital
management.
Presentation material and webcast transcripts are available on our
website at ninetyone.com/investor-relations.
In addition, the Chairman, Senior Independent Director and
investor relations team conducted a virtual governance
roadshow (in February and March 2023) with our largest
shareholders. Discussions focused on various governance
related matters, Board and workforce diversity, Board
support for business strategy, upcoming Executive
Ninety One’s shareholder value proposition is built on:
Significant employee
ownership
Emerging market
heritage
Superior global reach
given scale
Significant growth
potential across
existing skillset
Organically and
sustainably built
Distinctive specialist
active strategies
Sophisticated
institutional and
advisor client base
Attractive profile
with strong cash
generation
Directors’ remuneration policy renewal and climate and
sustainability matters. We also used this as an opportunity
to discuss any shareholder concerns on our past and
potential AGM resolutions, such as the share issuance
resolution which only received 79% of favourable votes
at the AGM. Our Chairman reminded shareholders of our
intention not to dilute shareholders unnecessarily, rather
retaining an option that allows effective and optimal use
of capital.
Further detail on Board engagement with shareholders is detailed
in the Our Stakeholders section on page 17.
Individual shareholders
The Ninety One Company Secretary oversees
communication with individual shareholders, with the
support of our registrars in the UK and South Africa.
AGM
We conducted our 2022 AGM in a hybrid form. The AGM
in London ran both a physical and electronic meeting
concurrently, while the AGM in Cape Town was held
electronically. We believe this format supports effective
shareholder engagement as it allows all shareholders
to access the AGM electronically, while also offering the
opportunity to meet with our Directors. All shareholders are
encouraged to ask questions via a live portal. Questions
received at the 2022 AGM focused on diversity and
equality, climate and environmental issues and Ninety
One’s engagement with investee companies. All proposed
resolutions were passed, with shareholder support for
each ranging from 79% to 100%.
The results of AGM shareholder voting, as well as the minutes from
the 2022 AGM are available on our website and can be found at
ninetyone.com/investor-relations.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Investing for a better tomorrow
A ladybird prepares for takeoff. Ladybirds feed on aphids and
small insects. They are particularly sensitive to temperature
changes and will quickly die of dehydration. A significant
minority of ladybird species are in decline across the British
Isles because of environmental changes.
Sustainability
We are committed to investing
for a better tomorrow. Sustainability
with substance is at the core of
ourbusiness.
24
Ninety One Integrated Annual Report 2023
At Ninety One, we
believe no one should
be left behind in the
drive to net zero.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Sustainability
We consider climate change as the biggest challenge confronting
humanity in the current century. We wholeheartedly support the
objectives of the Paris Agreement and joined the Net Zero Asset
Managers initiative in 2021, committing to reach net zero emissions
by 2050 or sooner. To support this goal, last year we published our
firmwide transition plan, including 2030 targets.
Net-zero
transition
progress
As an asset manager, we have approached the implementation of this
commitment in two ways.
On the following pages, we recap the targets that we set and our progress
towards them over the reporting period.
1
Our handprint:
The impact of the portfolios we
manage for our clients (Scope
3, category 15). Our targets
cover our entire corporate
portfolio. We are engaging with
our portfolio companies to set
targets and transition plans
consistent with a science-based
net-zero pathway.
2
Our footprint:
Our own operations (Scope
1, 2 and 3, (category 6)).
We intend to decarbonise
our operations over time by
investing in low-carbon energy,
encouraging behaviour change
and supporting initiatives that
credibly contribute to
a lower-carbon world.
26
Ninety One Integrated Annual Report 2023
Our targets
50%
of financed corporate emissions
and
56%
of corporate AUM
to have science-based transition pathways by 2030
Our approach
ɽ Prioritise heavy emitter engagement
ɽ Assess corporate transition plans using own framework
ɽ Active engagement with 80% of emissions
ɽ Grow allocation to climate solutions and transition investments
Our progress
1
8.5%
of financed corporate emissions
26.4%
of corporate AUM
have a Science Based Target initiative (“SBTi”) commitment or targets approved by 2030
31
transition plan assessments
completed for top emitters
106
companies engaged making up
71% of our financed emissions
66
strategic engagements
with high emitters
Transitioning
our investments
1
1. Data as at 31 March 2023.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Transitioning our investments
(continued)
Sustainability
Transition Plan Assessment (“TPA”)
At a firm-level, we have developed an in-house TPA that
assesses our heaviest emitters on three key principles:
ɽ level of ambition;
ɽ credibility of plan; and
ɽ implementation of plan.
When we set our targets, 24 companies (of c.1,500)
accounted for more than 50% of our financed emissions
from corporates. Consistent with our approach to
sustainability with substance, we focus on assessing
and engaging the highest contributors to our financed
emissions to drive change and manage risks. The TPA
is therefore carried out for each of these highest
emitters, with sectoral and regional modifications made
to ensure every assessment is tailored to the reality of
the company in question. The output of the assessment
identifies key risks that we as shareholder should be
aware of and then engage with the company as
required to ensure they, and Ninety One, will reach
our set targets.
We have also developed a light touch TPA using a subset
of the indicators from the full TPA. This is used by our
investment teams who are integrating it into their
investment analysis, in order to assess transition risk and
potential of other material emitters within their portfolios.
Strategic engagement
The assessment output is used as a traffic light for
analysts, indicating where the company is doing well
and where progress is needed.
With support from the sustainability team, the analyst or
portfolio manager uses the identified areas for progress
to formulate an engagement plan with focussed
objectives. The plan will include the milestones that
we expect to be achieved, a timeline and an escalation
plan, in case the initial objectives are not achieved.
So far, we have developed engagement plans for 31
companies and undertaken 66 strategic engagements.
In addition, while progress from the top emitting
companies is essential, we encourage improvements
among a broader set of material emitters within our
portfolio. These engagements have largely aimed to
ensure that, at a minimum, the company is clear on our
expectations in relation to net zero.
Investment teams have also engaged with other material
emitters, increasing our engagement coverage to reach
71% of financed emissions to date.
Sustainable solutions
Beyond our firm-wide approach for engaging and
working with companies on their transition plans,
Ninety One is also focussed on developing investment
strategies that will increase investment in sustainable
themes.
These strategies simultaneously benefit from the
structural revenue growth provided by the transition to
net zero and providing services across a range of areas
(including financial, digital and education inclusion). They
also help fund those companies and governments doing
the most to support sustainable growth. In the carbon
transition, investing in climate solutions and the
decarbonisation of the real economy are core
focus areas.
Two new sustainable strategies were launched during
the financial year:
ɽ Emerging Markets Sustainable Equity
ɽ Emerging Markets Sustainable Blended Debt
1
Top emitters categorisation
(based on 31 top emitting companies)
0%
Achieving
net zero
3%
Aligning towards
a net-zero pathway
74%
Not aligned
0%
Aligned to a net-zero
pathway: higher impact
23%
Committed
to aligning
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Ninety One Integrated Annual Report 2023
Transitioning our operations
2
As an investment manager, the largest contribution to
our carbon footprint is from the investments that we
make on behalf of our clients. At the same time, in line
with our purpose, we want to contribute to a better
world, and aim to run our business sustainably. We are
committed to reducing emissions across our own
operations and locations.
In 2022, we worked with the Carbon Trust to develop
targets for reducing Scope 1 and 2 emissions aligned
with SBTi methodology.
We aim to reduce absolute Scope 1 and 2 emissions by
46% by 2030 from a 2019 base year. This would mean an
absolute decrease from 3,773 tonnes to 2,030 tonnes.
The SBTi guidelines permit the use of market- or
location-based carbon accounting to set and track
progress towards Scope 2 targets. We have historically
opted to use location-based carbon-accounting, but
now in addition, we report market-based emissions. We
believe in real-world change. This relies on reductions in
actual usage and related emissions (location-based), but
also in the value of renewable and sustainable energy
sources where possible (market-based).
The electricity use in our London office is fully renewable
and REGO certified. However, we maintain a focus on
actual usage reduction as well.
Overall, we are on track to meet our 2030 targets in our
operations.
For further information on our net-zero transition plan, please refer
to our Sustainability and Stewardship Report.
Our targets
Reduce absolute Scope 1 and 2
emissions by
46% by 2030
Carbon-neutral Scope 1, 2 and 3
(category 6) emissions
Our approach
ɽ Reduce overall energy consumption
ɽ Search for credible renewable energy sources
ɽ Specific focus on energy-efficiency
across offices
Our progress
Location based
Market based
Linear (Location based)
FY 2019
(baseline)
FY 2022 FY 2023
3,773
2,742
2,416
2,294
2,612
Scope 1 and 2 Emissions
For further information on our emissions see page 46.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
We believe the privilege of
investing our clients’ capital
carries a responsibility: to try to
secure a sustainable future for all.
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.
Our key figures
£5.3bn
managed in sustainable strategies 1
PRI scores
between 80 and 100 across all applicable modules
2
518
engagements
15,625
proxy votes cast
16,000 carbon credits
purchased and retired with respect to
Scope 1, 2 and 3 (category 6) emissions
1. Sustainable strategies is defined by Ninety One’s internal framework, based on the European
Commission’s SFDR criteria as at 27 November 2019 for Article 8 and Article 9 funds.
2. Please refer to the appendix of our Sustainability and Stewardship Report, available on our website,
for further information.
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.
See pages 32 to 33 for more information.
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.
See pages 34 to 35 for more information.
Inhabit
We believe change starts at home. We run our
business responsibly and act sustainably.
See pages 36 to 38 for more information.
Sustainability
Sustainability Review
30
Ninety One Integrated Annual Report 2023
Our Sustainability framework is underpinned
by six core principles that guide our approach
1. Endeavour to identify, understand and integrate material
sustainability risks and opportunities within the
investment process.
2. Fulfil stewardship and fiduciary duties to stakeholders,
including exercising ownership rights responsibly.
3. Develop investment solutions that focus on addressing
sustainability challenges and the energy transition.
4. Play our part in accelerating the transition to a more
sustainable future by contributing to the global policy
agenda and development of industry standards.
5. Look to act sustainably and aim to run our business
responsibly.
6. Disclose how we discharge our sustainability
responsibilities through publicly available policies
and reporting.
Sustainability Committee
Our Chief Sustainability Officer chairs the Sustainability
Committee, which oversees the wider sustainability
ecosystem in the business, and comprises senior leaders
within Ninety One. It reports to the executive management,
which report into the DLC SS&E Committee.
Ninety One’s investment teams have ultimate responsibility
for assessing and pricing ESG risks, identifying engagement
priorities and deciding how to vote on them.
They are supported by other teams with specialist skills and
experience, including the sustainability team, the investment
risk team and proxy voting team.
DLC Board Sustainability, Social and Ethics (“SS&E”) Committee
Executive management
Sustainability Committee
Sustainability team
Invest
ɽ Investment teams
ɽ Investment risk team
ɽ Proxy voting and data support
Advocate
ɽ Investment teams
ɽ Investment Institute
ɽ Client Group
Inhabit
ɽ Human capital
ɽ Workplace team
ɽ CSI team
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Our approach to Invest
We are active investors across all strategies, asset classes
and regions. The majority of holdings are held with a
multi-year time horizon in mind. The time horizon over
which we expect to meet performance objectives varies
across investment teams.
Sustainability
Invest
Highlights
ɽ Net zero targets and transition plan accepted by
the Net Zero Asset Manager’s initiative.
ɽ 97.6% shareholder support for our transition plan
at the 2022 AGM.
ɽ 8.5% of financed emissions and 26.4% of
corporate AUM have Science Based Target
initiative commitment or targets approved.
ɽ Completed 31 TPAs of highest-emitting investee
companies.
ɽ Established a strategic-engagement process for
our highest-emitting companies, linked to the
output of the TPA.
ɽ Improved co-ordination between proxy voting
and engagement strategy to maximise impact.
ɽ Launched our Emerging Markets Sustainable
Blended Debt Strategy and Emerging Markets
Sustainable Equity Strategy.
ɽ Integrated additional sustainability data within
our in-house data platform, including Clarity AI,
Bloomberg’s green bond classifications and
Trucost.
ɽ Developed tools and dashboards to aid analysis,
including our portfolio carbon decomposition
tool.
ɽ Achieved PRI Assessment scores between
80 and 100 across all applicable modules.
ɽ Maintained signatory status to the FRC UK
Stewardship Code.
ɽ Classified 27 funds across our fund ranges under
SFDR Article 8 or Article 9.
ɽ Developed methodologies to assess sustainable
investments on themes including: carbon avoided;
financial inclusion; digital inclusion; access to
education; healthcare impact; climate adaptation;
and green, social and sustainable bonds.
ɽ Submitted our first full CDP report.
ɽ Won the ‘Highly Commended’ award for the
Global Environment strategy at the Investment
Week Sustainable Investment Awards.
ɽ Won the ‘Best Sustainable UK Equity fund’
award for UK Sustainable Equity strategy at the
Investment Week Sustainable Investment Awards;
and the ‘Best Active Ethical/Sustainable fund’ at
the A J Bell Fund and Investment Trust Awards.
Firm-wide investment exclusions
We do not impose our values on our clients and
their portfolios. However, we have a firm-wide
controversial-weapons exclusion policy and will not
invest in companies that are directly involved in the
manufacture and production of cluster munitions,
antipersonnel landmines, and biological and chemical
weapons. This exclusion list is reviewed regularly and
approved by the Sustainability Committee.
At the request of clients with segregated portfolios,
we can exclude specific securities, sectors or
countries from portfolios.
Investing in transition
High emitters in traditional smoke-stack industries
require funding to spur their transition to a low
carbon world. There are five economically important,
high-emitting sectors where successful transitions
will generate powerful change: power, buildings,
mobility, industry and agriculture, which together
generate more than 90% of global emissions.
This is not a free pass for investors to own high-
emitting sectors. Instead, responsible investors must
distinguish between companies that have a credible
transition plan and those that cannot, or will not
change sufficiently. Investors need the assurance
that these transition investments have the capacity
to reduce emissions in the long run.
For transition investing to work, both carbon impact
and commercial returns are essential. Rather than
disinvesting from heavy emitters, we can mitigate
carbon emissions by supporting those companies
with robust transition plans.
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Ninety One Integrated Annual Report 2023
Integration
Our ESG-integration processes highlight material
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
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 investment team approaches
to assessing carbon, integrated additional data within
our in-house investment-data platform, and continued
to meet our sustainability regulation obligations.
Our approach to Invest has three dimensions:
1
Impact and
sustainable strategies
We offer a range of dedicated investment strategies
that focus on positive inclusion and have a defined
sustainability objective. These provide detailed reporting
on all aspects of sustainability to investors.
In the reporting period, we launched two sustainable
strategies and continued to build measurement
frameworks in order to quantify and evidence positive
impact and contribution where possible.
2
Active ownership
Our engagement approach is driven by our goal to
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.
In the reporting year, we established the strategic
engagement process for our top emitting companies
and improved the co-ordination of our engagement
and proxy voting strategy. We carried out 518
engagements and cast 15,625 votes.
3
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Our approach to Advocate
Through advocacy, we seek to engage our clients and
stakeholders on sustainability and encourage them on their
journeys towards more sustainable long-term investing.
Advocacy takes many forms, including policy, education,
and thought-leadership.
Where appropriate, we seek to influence policy, regulation,
and laws, aiming to facilitate efficient capital markets,
a real-economy net-zero transition and favourable
environments for shareholder rights and interests. We
monitor and guide our advocacy activities through the
Sustainability Committee. Over the reporting period, our
advocacy focused on the need to ensure that emerging
markets receive the funding required to transition.
Ninety One Investment Institute
Ninety One’s Investment Institute delivers strategic
investing insights and analysis to our investment teams
and clients across asset classes, investment strategies
and borders.
The Investment Institute researches key geopolitical,
economic and investment trends. Its work draws on our
firm’s investment capabilities and partnerships with leading
academics and external practitioners. Central themes
of the Institute’s work have been portfolio resilience,
sustainability and the application of ESG principles
to investing. These have been published in journals
and papers.
The Institute seeks to play an active role in the global
conversation on sustainable investing. From aligning
a portfolio with the decarbonisation growth trend to
ensuring a fair clean energy transition for all, Ninety One’s
portfolio managers and analysts have explored sustainable
investing across asset classes and investment approaches.
One of the recent Institute’s research includes the
firm-wide ‘Road to 2030’ project, which explored the key
trends expected to influence market outcomes in the
present decade, including climate change and the pace
of technological adoption.
Sustainability
Advocate
Highlights
ɽ Continued to emphasise the importance of a just
and inclusive transition, as opposed to portfolio
decarbonisation, and that the transition needs to
be adequately funded, especially in emerging
markets.
ɽ Actively participating in working groups of GFANZ
and the SMI, including committing our Chief
Executive Officer and Chief Sustainability Officer
to various advisory boards.
ɽ Contributed to the development of:
• The SMI Transition Categorisation framework
• The ASCOR Project tool
• The Impact Investing Institution’s Just Transition
criteria
ɽ Joined the Investor Leadership Network (“ILN”),
National Business Initiative and Task Force for
Nature-related Financial Disclosures Forum.
ɽ Endorsed the PRI’s Advance initiative for human
rights and social issues.
ɽ Continued to co-chair the Institutional Investors
Group on Climate Change’s (“IIGCC’s”) investor
practices programme.
ɽ Attended COP27, advocating for an inclusive
transition to net zero.
ɽ Published the third edition of our ‘Planetary Pulse’
survey, focusing on investor sentiment towards
transition finance.
ɽ Published the white paper ‘A disorderly transition:
averting chaotic disorder in a transition to net zero’.
See more on The Road to 2030 on our website
www.ninetyone.com/roadto2030
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Ninety One Integrated Annual Report 2023
Our approach to advocacy is anchored in our principle of investing
for positive change, rather than excluding and divesting.
Case study:
Carbon Disclosure Project (“CDP”)
non-disclosure campaign
We are active supporters of CDP and believe that better
carbon reporting is critical. Since 2021, there has been a
27% increase in disclosure across all three themes that
CDP focuses on (i.e. climate change, water security and
forests), with 388 more companies responding to the
organisation. This is a 25% increase from the prior year.
About 90% of companies that responded in 2021
responded again in 2022.
Ninety One supported 99 climate, water and forest
engagements across 71 companies, with 60
engagements focussed on climate change disclosure.
We led on 31 company engagements, of which 25
focused on climate disclosure. 30% of the companies
engaged on climate submitted their first CDP
questionnaires as an outcome of the engagement,
including some of our top 100 largest emitters. We
will continue contributing to this campaign in 2023.
Industry collaboration
Case study:
Supporting the Just Energy Transition
in South Africa (“SA JET”)
The Just Energy Transition Partnership (“JETP”) was set
up to support South Africa’s commitment, in the context
of its domestic climate policy, to decarbonise its energy
intensive economy and transition to cleaner energy
sources and, in doing so, achieve the best possible
outcome within its stated Nationally Determined
Contribution (“NDC”) range. A critical distinguishing
feature of the JETP is its emphasis on the centrality of
a just transition in the structuring of the Just Energy
Transition Investment Plan.
Given the importance of South Africa’s transition to
Ninety One’s own transition, and our footprint in the
country, Ninety One engaged both locally and globally
in support of the JETP and the country-level transition
more broadly. We participated in local public events
such as the Presidential Climate Commission meetings
and in National stakeholders consultations with policy
makers on the SA negotiating mandate ahead of COP27.
We also engaged with global networks in open and
closed meetings where we motivated for more ambitious
use of public finance by the International Partners Group
with the goal of private capital mobilisation to accelerate
the SA JET.
Policy advocacy
Case study:
Planetary Pulse – the rise of
transition finance
Ninety One published its annual ‘Planetary Pulse’ report,
‘The rise of transition finance’, which explores transition
finance, what it means for asset owners, and its role in
averting harmful climate change. The study surveyed
300 senior professionals at asset-owner institutions
and advisors from around the world.
The survey found 60% of asset owners say fighting
climate change is one of their fund’s strategic objectives,
with 51% saying their fund has emissions-reduction
targets in place. This shows most are doing something in
response to climate-related risks and opportunities. The
findings are less positive when looking for real-world
impact. Only 19% say they use transition finance to any
extent. Fewer still say their fund invests in transition-
finance assets in emerging markets (16%), the regions
where emissions and populations are growing the
fastest. More than half of asset owners (56%) believe
that without greater investment in transition-finance
assets, the world will not be able to meet the
Paris Agreement climate-change goals.
Full report can be found on our website at
https://ninetyone.com/en/sustainability/planetary-pulse
Thought leadership
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Sustainability
Inhabit
Highlights
ɽ Good progress towards SBTi aligned Scope 1 and
Scope 2 targets for 2030, having reduced
emissions by 27% relative to a 2019 baseline.
ɽ Carbon neutral on a Scope 1, 2 and Scope 3
(category 6) basis through our partnership with
BioCarbon partners.
ɽ Ninety One Green continued to advocate for
employees to reduce their personal carbon
footprints through partnership with Giki Zero and
other initiatives.
ɽ Partnered with UK peers and RedSTART, a UK
financial literacy charity, in commissioning a
seven-year longitudinal study to identify the link
between financial education at an early age and
social mobility.
ɽ Provided holistic support to more than 80
university students through our Changeblazers
programme.
ɽ Funded 100 youth work placements across South
Africa in vital sectors including conservation,
primary education and healthcare.
ɽ Launched the ‘For Tomorrow’ charitable share
class within Ninety One Global Sustainable Equity
Fund to support Tusk.
ɽ Supported rural and peri-urban communities to
enable better health and education outcomes in
South Africa.
ɽ Supported the Ju/’hoansi Development Fund on
their Village School Project in the Nyae Nyae
Conservancy region, Namibia.
ɽ Amplified staff charitable contributions via our
charity matching programme.
ɽ Contributed towards disaster relief efforts for the
flooding in South Africa, the earthquake in Turkey,
and the Ukraine crisis.
ɽ Contributed more than £2 million to education
and skills development initiatives globally, with the
bulk of the spend focused on South Africa to help
address the high unemployment rate and skills
deficit.
Our approach to Inhabit
At Ninety One, we try to inhabit our own ecosystem in a
manner that ensures a sustainable future for all.
This includes the way we look after our people and the way
we govern our firm. We believe that change starts at home.
We run our business responsibly and act sustainably. As a
long-term investor on behalf of our clients, we are also
aware of our broader responsibility to society.
Our Corporate Social Investment (“CSI”) strategy is
pragmatically arranged under three strategic pillars:
conservation, education and community development.
In addition, there is a fourth, more tactical pillar: employee
driven initiatives.
Running our business responsibly
We recognise our responsibility to play our part in reducing
global emissions, and we support the long-term goal of the
Paris Agreement to keep the global average temperature
increase to below 1.5°C.
We use an environmental data-collection system to track
and manage our direct operational impacts. Over the year,
we further improved the accuracy and thoroughness of
our data, based on updated carbon emission factors,
improvements in data quality and adjustments to previous
estimates. As part of our commitment to increasing
transparency and reducing our environmental impact,
we have continued to enhance our emissions disclosure
and over the financial year have worked extensively on
improving the quality of our Scope 3 category 6
(business travel) emissions data.
Key carbon numbers (financial year 2023)
ɽ Total tCO2 per £ million of adjusted operating revenue,
our intensity metric, reduced by 45% from base year.
ɽ Global Scope 2 electricity emissions increased by 6.5%
to 2,722tCO2e on a location basis and 7.0% to 2,396
on a market basis. This was as a result of increased
occupation in our offices following pandemic
lockdowns in the previous reporting period. Over half
of our Scope 2 emissions relate to our Southern Africa
offices, a more carbon-intensive location for electricity.
ɽ Our global Scope 3 emissions, which include paper,
waste and business travel, increased by 109% to
4,625tCO2e. This was mostly due to increased
business travel (specifically air travel). A certain amount
of travel is required to run our global business, both
to meet with clients and engage with colleagues.
However, we continue to look at less emission intensive
options for air travel. This will be a focus over the
coming period.
Please refer to page 46 within the TCFD section of this report for
our operational carbon emissions data.
36
Ninety One Integrated Annual Report 2023
Working with communities
As part of our CSI programme, we work with communities
to create a positive impact in the societies in which we
live and work. We support initiatives that our staff feel
passionate about and are actively involved in. Our CSI
pillars are conservation, education and community
development. The majority of our CSI spending is directed
towards South Africa. We amplify staff contributions to
charities that they care about through a charity matching
programme.
Case study:
Community development
Community development support is through the
provision of basic infrastructure to create an enabling
environment for economic participation or through
the support of community based organisations.
Ninety One continued to support Bulungula Incubator,
a non-profit organisation that aims to alleviate poverty
in one of the poorest districts in South Africa, and
supports approximately 5,000 beneficiaries. The
founders have worked tirelessly with the community
and local government officials to provide basic
infrastructure and resources to the community which
was previously cut off from water and sanitation
facilities, healthcare facilities and easy access to
secondary education. They now stand as a model for
creating vibrant, sustainable, rural livelihoods with
their latest achievement being attaining a 100% pass
rate for the 2022 Grade 12 class, with the top student
achieving six distinctions. Prior to the building of the
community college in 2019, learners essentially had to
move to another village if they wanted to study further
than Grade 9.
For further information on our Corporate Social Investments
please see our Sustainability and Stewardship report.
Case study:
Education
Education is our largest pillar by spend, with more
than £2 million spent globally on education and skills
development initiatives. Changeblazers is our flagship
South African education initiative. It supports more
than 80 under-resourced students, allowing them
to access and thrive at tertiary institutions and
ultimately contribute meaningfully to the South
African economy. As well as providing much-needed
funding, the programme offers life-skills workshops
and resilience training to assist students in making the
transition from the home environment to university,
and then to the working world. 65% of the beneficiaries
are young female students. The qualifications they are
working towards are varied and include computer
science, business and finance, law, psychology,
engineering and occupational therapy. We will have
our first graduation class at the end of the 2023
academic year.
Case study:
Conservation
As the founding sponsor of the Tusk Conservation
Awards, we donated £1 million to Tusk to mark the
10th anniversary of the awards. Tusk will invest this
donation in the ‘For Tomorrow’ charitable share class,
which we launched within the Ninety One Global
Sustainable Equity Fund. We will apply our expertise
to turn the once-off capital contribution into an
income stream, in support of the families of the brave
rangers who have made the ultimate sacrifice. The
annual management fee from the money invested
in the share class over time will be donated to Tusk.
These annual donations will be made available to help
the ranger community, especially families of rangers
who have laid down their lives, and to support
rangers’ conservation efforts.
Credits:
Above: Bulungula Incubator community development.
Top right: Group of changeblazers on a hike in Cape Town.
Bottom right: Photo by David Yarrow.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Acting responsibly as a corporate citizen
Our aim to building a better firm starts with setting high
standard for ourselves. Ninety One has a number of
policies to ensure we operate in a socially responsible and
compliant manner, reflecting our value of doing the right
thing for all stakeholders including regulators, policymakers,
suppliers and wider society.
Our approach to anti-bribery and
anti-corruption
We have a zero-tolerance approach to bribery and
corruption. Our employees undertake training to ensure
they understand their responsibilities and are aware of the
consequences of the failure to comply with anti-bribery
and anti-corruption policies in all the jurisdictions in which
we operate. Regional compliance teams are responsible
for reviewing and updating internal policies to enable
our business and employees to manage the legal and
reputational risks associated with bribery and corruption.
We have a number of internal policies relating to
anticorruption and anti-bribery, which are not published
externally. These include our Anti-Bribery and Corruption
Policy, Anti-Money Laundering Policy, Whistleblowing
Policy, Third Party Benefits Policy, Prevention of Tax
Evasion Policy and Conflicts of Interest Policy.
Data Protection and Privacy Policy
Our Data Protection and Privacy Policy promotes sound
practices for the collection and processing of personal
data to ensure that Ninety One acts in accordance with
global data protection and privacy regulations, in addition
to our fiduciary responsibilities towards our clients and
employees. Our people are aware of their data protection
responsibilities and receive appropriate training.
Working with regulators and peers
Ninety One is a global investment manager with regulatory
obligations in the many jurisdictions in which we operate.
In line with our key value, we want to do the right thing for
our regulators by maintaining constructive and proactive
working relationships with them.
We regularly participate in industry forums, alongside
our peers, in the markets in which we operate, with the
intention of constructive development of policy and
regulation. Our Board and our DLC Audit and Risk
Committee are engaged in the material regulatory
matters and policy initiatives that Ninety One deals with.
Working with our suppliers
We strive to build effective and supportive relationships
with our suppliers and recognise the value they provide to
our business. We continue to work with our suppliers and
expect them to adhere to the high standards and ethical
behaviours we uphold across Ninety One. We have a high
level of oversight, focused on selection, onboarding,
monitoring and reporting across our supply chain and
we review the supplier relationships bi-annually.
We carry out regular due diligence of our suppliers with
respect to their approach to social and sustainability issues
and we also ask that they treat and remunerate their
staff fairly.
We have a global approach to modern slavery and the
protection of human rights throughout Ninety One. The
Board reviews and agrees the Modern Slavery Statement
on an annual basis. We will not knowingly support and/or
do business with any third party involved in slavery and/or
human trafficking.
Our approach to tax
At Ninety One, we are committed to complying with all
our tax reporting and payment obligations wherever
we operate, in a timely and transparent manner.
Our Group Tax Strategy sets out the framework for
managing taxes, including information on our tax risk
management and governance. This is reviewed and
approved by the Board annually and is published on
our website.
In addition, our Prevention of Tax Evasion Policy is in place
to ensure that Ninety One does not facilitate tax evasion,
either directly or through any associated persons and that
any suspected or actual case is appropriately reported,
recorded and investigated.
Sustainability
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Ninety One Integrated Annual Report 2023
Supporting the Recommendations
of the TCFD
This summary explains how Ninety One aligns to each
of the 11 disclosure recommendations including the
supplemental guidance. Within the summary, we refer
to where additional information can be found within this
report and Ninety One’s Annual Sustainability and
Stewardship Report.
As an investment manager, we make these disclosures for
the investments we manage on behalf of our clients. This
is where the efforts we make understanding climate risk
and opportunities can have the greatest impact. We also
outline the steps we are taking to manage the emissions
for our own operations.
We do not claim to have implemented each recommendation
perfectly. In this reporting period, we made further
progress on our disclosures including detailed work
on transition finance, TPAs and scenario analysis. We
believe this work is crucial to generate meaningful changes
in the real world and a just transition for emerging markets.
For greater transparency, the following summary shows
where we believe good progress has been made and
where there is more for us to do to meet the
recommendations.
Entity statement
This report discloses our exposure to, and management
of, climate risk consistent with the TCFD framework and
recommended disclosures. Ninety One’s TCFD disclosures
are made in relation to all AUM. We include additional
metrics where required for the assets in scope of the FCA’s
UK entity level requirements, which include the AUM of
Ninety One Fund Managers Limited and investments
managed by Ninety One UK Limited.
The Ninety One approach to governance, strategy and risk
management in relation to climate for our product level
reporting does not materially differ to our approach at the
entity level, and so the disclosures made in this report apply
across both levels.
The following disclosures can be read in conjunction with
the ‘Net-zero transition progress’ section of this document
and our Sustainability and Stewardship report, which
comply with the TCFD requirements.
Nazmeera Moola
Chief Sustainability Officer
This is Ninety One’s third year
updating how we are aligning
to the recommendations of the
Task Force on Climate-related
Financial Disclosures (“TCFD”).
This section should be read
in conjunction with our
Sustainability and Stewardship
Report. Linkages to this report
feature in orange
https://ninetyone.com/en/
sustainability/sustainability-report
39
Strategic ReportGovernanceFinancial StatementsAdditional Information
TCFD recommendation Ninety One’s approach
Governance: Disclose the organisation’s governance around climate-related risks and
opportunities.
1.
Describe the Board’s
oversight of climate-
related risks and
opportunities.
Climate risk forms part of the Board’s risk and strategic agenda. Most of the work is
delegated to the DLC Sustainability, Social and Ethics Committee, which meets at least
four times per year. The Sustainability, Social and Ethics Committee oversees Ninety One’s
strategy, commitments, targets and performance relating to safety, the environment
(including climate change) and other sustainability matters. This involves monitoring
progress on how the organisation is improving its alignment with the TCFD framework. In
addition, the DLC Audit and Risk Committee reviews aspects of carbon-risk management
through regular updates on climate-related measurement tools and associated initiatives.
For further information on the Board’s oversight, see page 31 of the Strategic Report
section of this report and the ‘Our Governance’ section of the Sustainability and
Stewardship Report on page 8.
2.
Describe management’s
role in assessing and
managing climate-related
risks and opportunities.
Ninety One’s executive management develops and implements the business strategy under
the direction of the Chief Executive Officer. The Chief Executive Officer is responsible for
managing the business on a day-today basis, in accordance with the strategy approved
by the Board. As an investment manager, we are responsible for managing climate risk and
other investment risks on behalf of our clients. The Chief Sustainability Officer oversees
the firmwide sustainability initiatives, including our approach to assessing climate risks and
opportunities.
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-
related risks and opportunities is critical.
Ensuring sustainability is at the core of our business is a strategic priority for Ninety One.
Further information is set out under ‘Our Strategy’ on pages 12 to 13.
Good progress Work in progress
TCFD recommendations
We outline our progress on each of the TCFD recommendations in the following summary. The table shows both areas in which we have
made good progress and areas where we believe more work is required to fulfil a disclosure requirement to a high standard.
Supporting the Recommendations of the TCFD
40
Ninety One Integrated Annual Report 2023
TCFD recommendation Ninety One’s approach
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.
3.
Describe the climate-
related risks and
opportunities the
organisation has
identified over the short,
medium, and long term.
The critical climate-related risks and opportunities we identify here cover the investments
we manage for our clients, the relevance of our products, prevailing industry trends and
the footprint of our own operations. Our approach to these risks is addressed within Ninety
One’s sustainability framework: Invest, Advocate and Inhabit. This framework, which covers
sustainability more broadly, incorporates a specific focus on climate. We set out the key
risks and opportunities as follows:
Invest
ɽ Our opportunity is to ensure performance remains competitive, to do so we must deliver
robust climate-related integration within our investment processes. (Short, medium and
long term)
ɽ Another opportunity is to be at the forefront of understanding the needs of our clients
and reflecting these in the products we offer. (Short and medium term)
Advocate
ɽ We need to keep addressing an increasing risk that investors setting linear emissions
reduction targets for their portfolios will be limited in their potential to generate real-
world impact. (Short term)
ɽ Linked to linear targets, we face the risk of underinvestment in emerging markets, which
will hamper global efforts to transition. Emerging markets are expected to contribute
90% of emissions growth by 2030. (Short term)
Inhabit
ɽ We must manage the risk of failing to present and deliver on a proportionate transition
plan for the footprint of our operations through our Inhabit work. (Medium term)
We include further information setting out recent progress and initiatives on pages 10-12
of our Sustainability and Stewardship Report. We also prepare detailed climate-related risk
and opportunities each year for the CDP which are available on their website.
4.
Describe the impact of
climate-related risks
and opportunities
on the organisation’s
businesses, strategy, and
financial planning.
Our business strategy places sustainability at the core of our business. This manifests
in several ways starting with instilling the best possible understanding of sustainability
and climate-related risks within our investment teams and broader firm. Our specialist
sustainability team supports our investment teams on complex topics. During the reporting
period, we added definitive expertise on transition pathways for high-emitting sectors and
net-zero frameworks.
Initiatives embedding climate-related risks and opportunities within our strategy include:
(1) Robust ESG integration that highlights material climate risks and opportunities across
all our investment products. The strength of our integration within investment teams is
reviewed regularly to ensure it is fit for purpose.
(2) Engagement with companies to influence and help their transition journeys. At a firm-
level we have prioritised the highest-emitting positions across an aggregation of the
portfolios we manage.
(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 solutions generating decarbonisation.
41
Strategic ReportGovernanceFinancial StatementsAdditional Information
TCFD recommendation Ninety One’s approach
Strategy (continued): 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.
Supplemental Guidance:
Describe how climate-
related risks and
opportunities are
factored into relevant
products or investment
strategies.
At an investment strategy level, climate-related risks and opportunities are addressed
as part of the integration of ESG analysis into Ninety One’s investment processes.
The tools to assess this risk continue to evolve. The highest-emitting companies across
Ninety One’s strategies have been through a full TPA. At the end of this reporting period,
we have completed 31 TPAs of the highest-emitting companies we are invested in.
Further information on our approach to TPAs can be found on page 16 of our Sustainability
and Stewardship Report followed by more information on how our investment teams
incorporate climate risks and opportunities from page 18.
Ninety One uses an internal database to give investment teams information on their carbon
position at any point in time. In addition, we continue to grow our suite of sustainability
strategies that focus on positive inclusion to benefit from the transition to a lower-carbon
economy. These include strategies that support solution providers in decarbonising, and
which can purposefully finance transition in emerging markets.
For an update on Ninety One’s sustainability strategies see pages 32 to 33 of our
Sustainability and Stewardship Report.
Supplemental Guidance:
Describe how each
product or investment
strategy might be
affected by the transition
to a lower-carbon
economy.
Each product will have a varying degree of exposure to the financial risks of the transition
to a lower-carbon economy, depending on its underlying issuers’ geographical focus
and sector allocation. Exposure to transition risks should be considered alongside the
underlying issuers’ ability to manage those risks and transition their existing business
operations and products to a lower-carbon economy. The impact on individual issuers is
idiosyncratic as they may be exposed to financial risks through factors such as demand
destruction, increased operating costs and capital expenditure.
Portfolio managers supported by their investment teams are responsible for analysing
climate risks and opportunities within their portfolios and determining how these risks
might affect portfolio holdings.
5.
Describe the resilience
of the organisation’s
strategy, taking into
consideration different
climate-related
scenarios, including a
2°C or lowerscenario.
Building our understanding and expertise in climate risk, climate science and transition
pathways form the cornerstone of embedding resilience and creating opportunities in
the firm’s strategy. During 2022, Ninety One’s Investment Institute engaged with Imperial
College climate science consultants to develop further research on the impact of climate
change on corporates. This research focused on the prevalence of physical risks, the
frequency of climate events (e.g. heatwaves, floods, droughts) under different temperature
scenarios and geographies. In addition, the Institute produced a research paper on the
potential for a disorderly transition citing the NGFS scenarios and concluding that evidence
shows we are in a disorderly transition. This research focuses on transition risk and the need
for credible transition assessments to ensure financing reaches crucial parts of the global
economy.
We believe that effective management of transition risk is best achieved by ensuring
underlying assets in the portfolio are themselves assessing and managing risk and setting
targets related to transition. Therefore, much of the firm’s focus has been on forward-
looking qualitative work and understanding transition plans starting with the highest-
emitting investments across our asset base. Additionally, over the past 12-months we have
analysed several third-party vendors supplying scenario-related quantitative tools. We
continue to be extremely cautious about the conclusions that can be drawn from this type
of analysis, however we are in the process of selecting a vendor to support relevant input
on climate scenarios.
To view the Ninety One Investment Institute’s research on physical and transition risk,
reports have been posted to Ninety One’s transition investing portal.
Supporting the Recommendations of the TCFD
42
Ninety One Integrated Annual Report 2023
TCFD recommendation Ninety One’s approach
Risk management: Disclose how the organisation identifies, assesses and manages
climate-related risks.
6.
Describe the
organisation’s processes
for identifying and
assessing climate-related
risks.
Supplemental Guidance:
Describe how you
identify and assess
material climate-related
risks for each product
or investment strategy.
This might include
a description of the
resources and tools used
in the process.
Climate-related risk is one of the investment risks we seek to understand and manage on
our clients’ behalf. We do this in three ways:
1. Ninety One’s investment teams have access to resources and tools to help them identify,
measure and address climate risk as part of their research process, including access
to carbon data through internal tools. This analysis aims to identify companies at the
greatest risk of negative impacts from climate change.
2. We consider the aggregate exposure of Ninety One and prioritise climate-risk
assessments and engagement with the top contributors to Ninety One’s financed
emissions.
3. Climate-risk exposure is part of the ESG risk assessment developed by Ninety One’s
Investment Risk team where we look to ensure that all high emitters are appropriately
assessed.
Reporting on exposure 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 Risk Management Committee.
Supplemental Guidance:
Describe engagement
activity with investee
companies to encourage
better disclosure and
practices related to
climate-related risks in
order to improve data
availability and asset
managers’ ability
to assess climate-
related risks.
Many of our engagements with investee companies target better disclosure of carbon data.
We are clear in these engagements that disclosure is an essential first step to drive better
environmental action.
We have been investor members of CDP since 2010, and we share its goal to make
environmental reporting and risk management a business norm, and to drive disclosure,
insight and action towards a sustainable economy. Ninety One aims to take a lead role, or
support other investors, in CDP’s climate-related disclosure campaigns for companies that
our firm invests in.
Ninety One has been active in the private sector’s climate-policy dialogue through
meaningful participation in the activities of coalitions like the GFANZ, SMI, ILN, IIGCC,
Climate Action 100+ or directly with governments or expressing the firm’s views clearly in
various public forums, including COP. We have made the case for continued investment in
the emerging market transition where we have used our voice to represent the emerging
countries who risk being left behind as the world decarbonises.
Last year, Ninety One supported climate engagement with 60 companies, with 18 of these
companies submitting their first reports. Ninety One was a lead signatory on 25 of these
engagements. Of those 25, we have seen seven companies submitting their first reports.
We will continue contributing to this campaign in 2023.
For further information on Ninety One’s engagement activity see the ‘Active ownership’
section of our Sustainability and Stewardship Report on pages 35 to 48.
7.
Describe the organisation’s
processes for managing
climate-related risks.
Supplemental Guidance:
Describe how material
climate-related risks
are managed for each
product or investment
strategy.
We specifically monitor exposure to high emitters in the monthly Investment Risk
Committee meetings. For the companies we identify, this will trigger both conversations
with the investment team and focus on how we are engaging with those emitters. This
facilitates a forum for debate and challenge on how we are managing the climate risks in
each portfolio.
8.
Describe how processes
for identifying, assessing,
and managing climate-
related risks are
integrated into the
organisation’s overall risk
management.
In addition to the firm’s approach to risk management described above, at a firm level,
we monitor the percentage of high emitters that we are actively engaging with on their
transition plans.
43
Strategic ReportGovernanceFinancial StatementsAdditional Information
TCFD recommendation Ninety One’s approach
Metrics and targets: Disclose the metrics and targets used to assess and manage relevant
climate-related risks and opportunities where such information is material.
9.
Disclose the metrics used
by the organisation to
assess climate-related
risks and opportunities
in line with its strategy
and risk management
process.
Investments we manage for our clients
We use two main categories of metrics to assess and manage climate-related risks and
opportunities.
ɽ Investment portfolios’ carbon footprint: we use our in-house database to measure Scope
1, 2 and (where possible) Scope 3 emissions for each security, the carbon intensity of
each security, and attributable carbon emissions.
ɽ In addition, we assess how financed emissions are aligning to the Paris Agreement. Has
the company set science-based targets, have they set other forms of targets or have
they committed to net zero. By 2030, Ninety One has committed to 50% of financed
emissions to have science-based transition pathways.
For sovereign exposure, we have included additional metrics from two proprietary tools.
Firstly, our Climate Nature Sovereign Index that was developed together with WWF and
our Net Zero Sovereign Index. Both initiatives improve the coverage of emerging markets
and can also support engagements.
Our own operations
ɽ Operational carbon footprint: we report our Scope 1, 2 and 3 greenhouse gas emissions,
where possible. We also report a carbon-intensity factor. We have commenced
engagement with an external assurer for a review of our sustainability reporting, as part
of our preparations for external assurance in the future.
See the metrics and targets section that follows on pages 46 to 50.
Supplemental Guidance:
Describe metrics used to
assess climate-related
risks and opportunities
in each product or
investment strategy.
Where relevant, describe
how these metrics have
changed over time.
Where appropriate,
provide metrics
considered in investment
decisions and monitoring.
Describe the extent to
which their AUM and
products and investment
strategies, where
relevant, are aligned with
a well below 2°C scenario
(inc which asset classes
are included).
Investment teams have access to portfolio metrics aligned with the Partnership for Carbon
Accounting Financials (“PCAF”) methodology in our internal systems. This includes financed
emissions, weighted average carbon intensity (“WACI”), and carbon footprint measures.
We use the same methodology to assess Ninety One’s aggregate exposure across all
investments. In addition to these metrics, we also make available alignment measures,
such as those from the Science-based Targets Initiative, to complement research done by
investment teams.
To enhance transparency, quarterly reports are generated for a broad cross-section of our
products providing portfolio-level emissions intensity and carbon footprints compared to
their benchmarks. These reports include the top five positions contributing to emissions
intensity at a product level and where applicable any related engagements.
Within our credit platform, we have developed a proprietary tool that enables the
decomposition of weighted carbon intensity at the company level and changes driven by
investment decisions that vary the portfolio’s composition. By accounting for portfolio
changes, the investment team can dissect further sources of information on how exposure
to climate risk is evolving. We are assessing broader uses for this tool.
Across the firm, securities with the highest contribution to emissions firmwide are subject to
an intensive TPA supported by the sustainability team. These assessments include metrics
evaluating the transition plan’s level of ambition, credibility, and the practicalities of their
implementation. Further assessments, though less intensive, are carried out for holdings
with a material contribution to emissions. This in turn supports strategy-level efforts to aid
investment decisions.
For more information on our TPA and how our investment teams are assessing carbon
transition see the ‘Progress on net-zero transition plan and targets’ section within our
Sustainability and Stewardship Report on page 14.
Supporting the Recommendations of the TCFD
44
Ninety One Integrated Annual Report 2023
TCFD recommendation Ninety One’s approach
Metrics and targets (continued): Disclose the metrics and targets used to assess and manage
relevant climate-related risks and opportunities where such information is material.
10.
Disclose Scope 1, Scope
2, and, if appropriate,
Scope 3 greenhouse gas
(“GHG”) emissions, and
the related risks. Asset
managers should provide
the WACI, where data
is available or can be
reasonably estimated,
for each product or
investment strategy.
Scope 1, 2 and measurable Scope 3 categories are reported for our own operations. Scope
3 category 15, which covers emissions for the assets we manage on behalf of our clients
are reported for corporate investments following the PCAF methodology and for sovereign
investments following the European Securities and Market Authority recommendations.
Metrics for our own operations and the investments we manage are provided on
pages 46 to 50 of this report.
11.
Describe the targets used
by the organisation to
manage climate-related
risks and opportunities
and performance
against targets.
Investments we manage for our clients
Ninety One has set a target of 50% of financed emissions to have science-based transition
pathways by 2030. Our approach includes prioritising engagement with the heaviest
emitting holdings, assessing transition plans using the framework we have developed,
aiming for active engagement with 80% of emissions and to grow allocations to climate
solutions and transition investments.
We report progress within the ‘Progress on net-zero transition plan and targets’ section
within our Sustainability and Stewardship Report on page 14.
For our operations
Ninety One has set a target to reduce absolute Scope 1 and 2 emissions by 46% by 2030,
using 2019 as our base year. Our approach includes reducing overall energy consumption,
seeking credible renewable energy sources with a specific focus on energy-efficiency
across our offices.
We report progress within the ‘Running our business responsibly’ section within our
Sustainability and Stewardship Report on page 79.
45
Strategic ReportGovernanceFinancial StatementsAdditional Information
Metrics and targets
This section describes Ninety One’s climate-related metrics for our own operations and the investments we manage on
behalf of our clients.
Climate metrics for our own operations
1
:
FY 2023 FY 2022
2019
(baseline)
Location based Market based Location based Market based
UK Global UK Global UK Global UK Global Global
Scope 1 (fuel) 4 20 4 20 14 55 14 55 227
Scope 2 (electricity) 330 2,722 4 2,396 324 2,557 7 2,239 3,546
Total Scope 1 and 2 334 2,742 9 2,416 338 2,612 21 2,294 3,773
Business travel 1,745 4,604 1,745 4,604 1,181 2,194 1,181 2,194 7,957
Waste generated in operations 12 22 12 22 12 20 12 20 53
Scope 3 1,757 4,625 1,757 4,625 1,193 2,214 1,193 2,214 8,010
Total CO2 emissions 2,091 7,367 1,766 7,042 1,532 4,826 1,214 4,508 11,783
Energy consumption (kWh)
2
1,729,477 4,541,788 1,613,375 4,285,015
Total CO2e/employee 6.1 5.8 4.1 3.8 11.0
Scope 1 and 2/employee 2.3 2.0 2.2 1.9 3.5
Tonnes CO2e/£m of adjusted
operating revenue
2
11.6 11.1 7.3 6.8 21.0
Scope 1 and 2 – tonnes p/£m of
adjusted operating revenue 4.3 3.8 3.9 3.5 6.7
To read more about the initiatives we have in place to manage and drive down emissions for our own operations, go to the
‘Transitioning our operations’ section of our sustainability update on page 29 of this report.
Climate metrics for investment portfolio:
Assessing Ninety One’s AUM, we disclose the proposed TCFD
metrics for aggregated holdings. In the adjacent chart we provide
an overview of Ninety One’s AUM by asset type. We apply the
relevant emissions disclosure methodologies to corporate
exposure and sovereign exposure.
We first provide estimates for the recommended TCFD metrics
covering Ninety One’s corporate AUM. This is followed separately
by metrics for sovereign holdings. We treat this analysis as
indicative given the significant level of modelling required to
calculate the figures. These estimates align with the PCAF Standard
for financed emissions and represent Ninety One’s Scope 3
category 15 emissions.
71%
Corporate
17%
Sovereigns
12%
Other instruments
including cash3
Ninety One’s AUM by asset type
Indicative as at 31 March 2023.
In the following tables we provide emissions calculation estimates for 2021, 2022 and 2023
4
. As in previous years, and given
continuous improvement in carbon data and disclosures, we prefer an approach that implements our most up-to-date
methodology. This means that the numbers reported below may not be directly comparable to those reported in previous
years. While these metrics follow the recommendations set forth by the TCFD, we provide comments on how changes in
company revenues or market valuations can influence what is presented in these figures to provide further clarification.
Supporting the Recommendations of the TCFD
1. This table shows our total operational GHG emissions and energy data, and is line with the Streamlined Energy and Reporting requirements. Global includes UK
emissions. Numbers may not total exactly due to rounding. Base year in 2019 is calculated for the calendar year. FY 2022 and FY 2023 have been amended to align
with Ninety One’s financial year from 1 January – 31 December to 1 April – 31 March.
2. Energy consumption in kWh for Scope 1 and Scope 2.
3. Other instruments include cash, collateral management instruments, and money market instruments. Derivative instruments are excluded from the calculation.
4. Following recommended sustainability accounting standards, the reporting period for emissions metrics disclosures have been amended to align with Ninety One’s
financial year, from 1 January – 31 December to 1 April – 31 March. In previous years, disclosures were reported as at calendar year end.
46
Ninety One Integrated Annual Report 2023
Corporate investment disclosures
1
Aggregated Scope 1 and 2 emissions – Ninety One investments
TCFD recommended metrics 2023
% change
from 2022 2022
% change
from 2021 2021
Total carbon emissions (tCO2e) 12,900,000 (20.4) 16,200,000 (0.6) 16,300,000
Carbon footprint (tCO2e/mUSD invested) 121 (5.2) 127 (3.7) 132
Weighted average carbon intensity
(tCO2e/mUSD revenue)
207 (17. 2) 250 (11.7) 283
Aggregated Scope 3 emissions – Ninety One investments
TCFD recommended metrics 2023
% change
from 2022 2022
% change
from 2021 2021
Total carbon emissions (tCO2e) 50,400,000 14.3 44,100,000 (11.8) 50,000,000
Carbon footprint (tCO2e/mUSD invested) 473 36.9 346 (14.7) 405
Weighted average carbon intensity
(tCO2e/mUSD revenue)
909 25.7 723 (28.5) 1,012
1. This table aggregates both reported and estimated data. In this year’s disclosures we’ve decided to remove the previously reported carbon efficiency measure as a
lesser used intensity measure.
Scope 1 and 2 financed emissions as measured by total carbon emissions decreased in 2023. This measure considers what
proportion of a corporate asset is held and assigns, pro-rata, the carbon footprint of that business to its various owners. This
number is highly sensitive to companies that directly consume and burn fossil fuels. The primary driver for this decrease was
a reduced holding in Eskom bonds in 2023 based on an investment decision. Eskom is the sole energy supplier in South
Africa. The transition of Eskom to reduce emissions is critical for South Africa to meet its NDC. Eskom is an important
engagement target for Ninety One. We update progress with our Eskom engagement on page 40 of our Sustainability
and Stewardship Report.
Scope 3 financed emissions are sensitive to changes in exposure to high-emitting companies that sell fossil fuels. In 2022,
due to investment team positioning, our overall holdings in these companies was lower compared to 2021 and 2023. Reporting
Scope 3 emissions provides a helpful indication of scale compared to Scope 1 and 2, though year on year comparisons are
difficult. Companies are often updating reported figures and data providers regularly evolve their models.
The carbon footprint follows a similar trend to the financed emissions number with any differences explained by fluctuations
in Ninety One’s AUM.
WACI is highly sensitive to the revenue of high-emitting companies. This means that if high-emitting companies have
increased revenues due to higher oil and commodity prices, the intensity number may be artificially decreased. WACI should
thus be considered carefully in the context of market dynamics. 2022 saw material increases in oil prices, meaning a lower
intensity is expected. In 2023, the Scope 1 and 2 WACI decreased further because of lower exposure to Eskom bonds.
Scope 3 WACI went up with increased emissions from mining companies in our carbon dataset which was compounded by
lower reported revenue for some of the high-emitting mining companies.
The below table shows direct exposure to carbon assets. There are several ways to classify this type of exposure. In this
table we use two methods. The first uses the non-financial groups identified by the Task Force
1
. The second uses a vendor
dataset to identify companies with exposure to climate transition risks. We present these as ranges given the level of
uncertainty and assumptions in the classification dataset.
Exposure to carbon-related sectors and assets
% of AUM
31 Mar 2023
% of AUM
31 Mar 2022
% of AUM
31 Mar 2021
Exposure to carbon-related sectors
1
15-20 15-20 15-20
Exposure to carbon-related assets
2
5-10 5-10 5-10
1. Suggested definition based on the TCFD Supplemental Guidance for Asset Managers: those assets tied to the four non-financial groups identified by the Task Force.
2. Exposure to corporates with potential low-carbon transition risks (stranded assets, operational or product transition risk), based on MSCI research.
47
Strategic ReportGovernanceFinancial StatementsAdditional Information
Reaching our targets
Ninety One has set a target of 50% of financed emissions across all holdings to be invested in companies with science-
based targets. As at 31 March 2023, 26.4% of corporate assets have set science-based targets. Some of these companies
are within those sectors with lower emissions such that as at 2023, financed emissions with science-based targets stands
at 8.5%.
8.5% 50%
26.4%
100%
2023
8.5% of financed
emissions with
science-based
targets
AUM with
science-based
targets (2023)
2030 target
50% of financed
emissions with
science-based
targets
For more information on our progress on net-zero transition plans and targets, see our Sustainability and Stewardship Report.
Metrics for sovereign exposure
For our sovereign exposure, we measure the WACI in line with the European Securities and Market Authority
recommendations. This is the most relevant TCFD metric readily applicable to sovereigns. While these metrics provide
interesting relative measures using backward-looking data, we believe it is more valuable to try to understand climate-
related vulnerabilities on a forward-looking basis. In prior years, we partnered with conservation organisation, WWF, to
develop the Climate and Nature Sovereign Index and in 2021, we created the Net Zero Sovereign Index to provide consistent
forward-looking trend data.
The WACI is measured on a GDP basis, allowing us to compare sovereign exposure based on our investments in
governments bonds.
Country-level contribution to weighted average carbon intensity
Contribution to carbon intensity
Country
Country
carbon
intensity
Portfolio
exposure
Benchmark
exposure
1
Portfolio Benchmark
1
Active
South Africa 640.0 31.1% 33.0% 199.1 211.5 (12.3)
United States 245.0 6.9% 0.0% 17.0 — 17.0
Brazil 153.0 8.9% 4.8% 13.6 7.3 6.3
Mexico 194.0 6.6% 5.5% 12.8 10.6 2.2
Malaysia 292.0 3.8% 4.5% 11.1 13.2 (2.1)
Czech Republic 242.0 2.7% 2.0% 6.6 4.8 1.8
Indonesia 202.0 3.2% 5.4% 6.4 10.8 (4.5)
Thailand 209.0 2.3% 3.6% 4.8 7.5 (2.7)
Poland 249.0 1.9% 2.9% 4.6 7.2 (2.5)
Australia 330.0 1.2% 0.0% 4.0 — 4.0
Remaining sovereigns 31.4% 38.4% 58.7 105.2 (46.4)
Cash and equivalents 0.0% 0.0% — — —
Total sovereign carbon intensity
(tCO2/mUSD GDP) 100% 100% 338.7 377.9 (39.2)
Numbers may not add due to rounding.
1. Benchmark calculated with 35.5% JP Morgan GBI-EM Global Diversified, 35.5% JP Morgan EMBI and 29% South Africa.
South Africa is the largest contributor given our domestic market presence. As highlighted with Eskom within corporate
asset exposure, the country’s reliance on coal for energy means its carbon intensity is one of the highest globally. In
October 2021, the South African cabinet announced the adoption of an NDC that would align South Africa to a ‘high road’
of 1.5 degrees and a ‘low road’ of 1.8 degrees, depending on the funding available. Ninety One intends to perform a pivotal
role supporting South Africa’s transition.
Supporting the Recommendations of the TCFD
48
Ninety One Integrated Annual Report 2023
As previously mentioned, it is more insightful to consider forward-looking metrics for our sovereign exposure. We do this
using the Climate and Nature Sovereign Index data that indicates exposure to countries based on vulnerability to climate risks.
The WWF/Ninety One Climate and Nature Sovereign Index measures forward-looking climate risk – in the next chart,
countries have been classified into quartiles based on their overall score in the 2021 Index. We can use this output
to steer engagements with country issuers.
Forward-looking climate-risk country exposure
Ninety One
EM
benchmark
1
Global
benchmark
2
Least vulnerable 16.3% 22.2% 29.0%
Less vulnerable 66.6% 38.6% 55.9%
More vulnerable 13.6% 26.1% 11.7%
Most vulnerable 3.4% 13.0% 3.1%
Our Net Zero Sovereign Index, launched in 2021, moves beyond assessing vulnerability to climate risk to provide an
independent, quantitative assessment of how aligned a country is to net zero, within the context of a just transition.
Sovereign-level climate tools tend to leave gaps in emerging market coverage, which the Net Zero Sovereign Index can
fill. The index assesses 115 countries on factors including net-zero transition action taken; credibility of transition plans;
renewables investment; and land use and deforestation.
The concept of fairness is embedded in index construction, based on the team’s belief that emerging countries’ emissions
reduction paths may need to be less steep than those of Western economies to allow them to grow, support jobs and
tackle poverty.
The below chart compares our aggregate sovereign exposure’s alignment with Ninety One’s Net Zero Sovereign Index via
quartiles from most aligned to least aligned. For the purposes of comparison, we include the same assessment for emerging
market and global benchmarks.
Net Zero Sovereign Index
(level of Paris alignment)
High
Very high
Medium
Low
Very low
Portfolio Global benchmark2EM benchmark1
0% 10% 20% 30% 40% 50% 60% 70%
80%
To illustrate how the index can be used, Ninety One’s Emerging Market Sovereign team uses it as a key input when assessing
progress in tackling emissions, assigning countries a qualitative trend score for climate action in its ESG framework.
The index also aims to support our engagements with governments, where looking through to the component parts of the
index identifies specific areas on climate action where a country needs to act.
1. EM Benchmark: 50% JP Morgan GBI-EM Global Diversified, 50% JP Morgan EMBI.
2. Global Benchmark: Barclays Global Aggregate (Sovereign).
49
Strategic ReportGovernanceFinancial StatementsAdditional Information
Supporting the Recommendations of the TCFD
UK entity disclosures
1
Aggregated Scope 1 and 2 emissions – Ninety One investments
TCFD recommended metrics 2023
% change
from 2022 2022
% change
from 2021 2021
Total carbon emissions (tCO2e) 5,400,000 (31.6) 7,900,000 (2.5) 8,100,000
Carbon footprint (tCO2e/mUSD invested) 67 (18.9) 82 (1.6) 83
Weighted average carbon intensity (tCO2e/mUSD revenue) 127 (30.6) 183 (12.4) 209
Aggregated Scope 3 emissions – Ninety One investments
TCFD recommended metrics 2023
% change
from 2022 2022
% change
from 2021 2021
Total carbon emissions (tCO2e) 27,900,000 0.4 27,800,000 (13.1) 32,000,000
Carbon footprint (tCO2e/mUSD invested) 345 19.2 289 (12.5) 331
Weighted average carbon intensity (tCO2e/mUSD revenue) 701 7.0 655 (28.6) 918
1. This table aggregates both reported and estimated data. UK entities include the AUM of Ninety One Fund Managers Limited and investments managed by Ninety One
UK Limited.
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.
Reporting requirements Supporting information Where to find necessary information
Environmental matters Sustainability See pages 24 to 37
Sustainability and Stewardship Report www.ninetyone.com
TCFD disclosures See pages 39 to 50
Employees People and Culture See page 18 to 21
Do the right thing (Code of Ethics) See page 18
Whistleblowing Policy See page 20
Equality Policy See page 20
Diversity and Inclusion See pages 20 to 21
Global Health and Safety Policy See page 20
Social matters Do the right thing (Global Code of Ethics) See page 18
Prevention of Tax Evasion Policy See page 38
Conflicts of Interest Policy See page 38
Data Protection and Privacy Policy See page 38
Suppliers See page 38
Sustainability See pages 24 to 38
Sustainability and Stewardship Report www.ninetyone.com
Human rights
The Modern Slavery Act Statement
www.ninetyone.com
and see pages 38 and 84
Anti-corruption and
anti-bribery matters
Anti-Bribery and Corruption Policy See page 38
Anti-Money Laundering Policy See page 38
Third Party Benefits Policy See page 38
Other matters Business model See page 6
Non-financial KPIs See page 15
Principal risks See pages 60 to 63
Group Tax Strategy www.ninetyone.com
and see pages 38 and 79
50
Ninety One Integrated Annual Report 2023
Financial Review
After a challenging year I am pleased to
present a set of robust financial results
for the year ended 31 March 2023.”
Financial results
1
£ million (unless stated otherwise)
Full year
2023
Full year
2022 Change %
Closing AUM (£’bn) 129.3 143.9 (10)
Net flows (£’bn) (10.6) 5.0 n.m.
Average AUM (£’bn) 134.9 138.6 (3)
Management fees 607.7 632.8 (4)
Performance fees 19.4 31.1 (38)
Net revenue 627.1 663.9 (6)
Share of profit from associates 1.4 0.4 n.m.
Other income/(loss) 4.5 (0.4) n.m.
Adjusted operating revenue 633.0 663.9 (5)
Adjusted operating expenses (426.1) (433.5) (2)
Adjusted operating profit 206.9 230.4 (10)
Adjusted net interest income 9.4 3.7 n.m.
Share scheme net (expense)/credit (3.7) 18.1 n.m.
Gain on disposal of Silica — 14.9 n.m.
Profit before tax 212.6 267.1 (20)
Tax expense (48.8) (61.8) (21)
Profit after tax 163.8 205.3 (20)
Average fee rate (basis points, “bps”) 45.0 45.7
Adjusted operating profit margin (%) 32.7 34.7
Number of full-time employees 1,208 1,182 2
1. Please refer to explanations and definitions, including alternative performance measures, on pages 54 to 55 and 174 to 175.
Adjusted operating profit decreased 10% to £206.9 million
(2022: £230.4 million). The adjusted operating profit margin
of 32.7% was lower than the comparative period (2022:
34.7%), due to the decrease in operating revenue being
greater than the decrease in operating expenses.
Profit before tax decreased 20% to £212.6 million
(2022: £267.1 million).
The commentary covers non-IFRS measures to reflect the
manner in which management monitors and assesses the
financial performance of Ninety One. Reconciliations to
IFRS equivalent measures are provided in the alternative
performance measures section. Movements discussed
as part of the commentary below apply equally to the
movements in equivalent IFRS measures.
51
Strategic ReportGovernanceFinancial StatementsAdditional Information
Assets under management
Total AUM decreased by 10% to £129.3 billion (31 March
2022: £143.9 billion), reflecting net outflows of £10.6 billion
(2022: net inflows of £5.0 billion) and negative market and
foreign exchange movement of £4.0 billion (2022: positive
£8.0 billion). Average AUM decreased 3% to £134.9 billion
(2022: £138.6 billion).
Adjusted operating revenue
Management fees decreased 4% to £607.7 million (2022:
£632.8 million), against a 3% decrease in average AUM.
The average management fee rate was 0.7 bps lower at
45.0 bps (2022: 45.7bps). This is largely due to a change
in the mix of investment strategies owned by our clients.
Performance fees of £19.4 million were lower compared to
levels reported in the prior year (2022: £31.1 million). Share
of profit from associates increased to £1.4 million (2022:
£0.4 million). Other income of £4.5 million (2022: loss of
£0.4 million) mostly consists of foreign exchange gains
and operating interest.
Adjusted operating expenses
Adjusted operating expenses decreased by 2% to
£426.1 million (2022: £433.5 million), driven largely
by a decrease in variable remuneration.
433.5
11.2
(30.1)
(4.4)
5.8
3.5
3.5
3.1
426.1
FY 2022
Fixed
remuneration
Variable
remuneration
Inflation-
linked impact
FX-linked
impact
One-off
Travel
Cost
management
FY 2023
Adjusted operating expenses
£ million
Employee remuneration
Employee remuneration represented 65% (2022: 68%) of
the total expense base. Overall, employee remuneration
decreased by 6% to £275.5 million (2022: £294.4 million).
This was driven by lower variable remuneration, in line with
lower adjusted operating profit, partially offset by an
increase in fixed remuneration due to annual inflation and
market-related adjustments. Average headcount over
the period increased by 2% to 1,208 (2022: 1,182). The
compensation ratio decreased to 43.5% (2022: 44.3%).
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 by 8% to £150.6 million
(2022: £139.1 million). This was driven by higher inflation,
foreign exchange fluctuations, one-off expense increases
and the normalisation of travel. The year-on-year split of
business expenses remained unchanged from the prior
year and the largest expense item remained client and
retail fund administration.
Adjusted net interest income
Adjusted net interest income increased to £9.4 million
(2022: £3.7 million) following recent increases in interest
rates. Adjusted net interest income excludes interest
expense on lease liabilities of £3.6 million (2022:
£3.8 million), which has been included in adjusted
operating expenses.
Share scheme net expense/credit
The share scheme net expense or credit relates to
employees opting to invest a 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
(expense)/credit”) is excluded from adjusted operating
expenses. The net expense of £3.7 million (2022: net credit
of £18.1 million) largely reflects the decrease of deferred
bonuses awarded as shares in the current year, as a result
of the lower variable remuneration explained above.
Profit before tax
Profit before tax decreased 20% to £212.6 million
compared to the prior year (2022: £267.1 million), which
included the profit on the sale of Silica and the share
scheme net expense/ credit, explained above. Adjusted
operating profit decreased 10% to £206.9 million (2022:
£230.4 million) and is reflective of our operating
performance.
230.4
(25.1)
(11.7)
18.9
5.9
(11.5)
206.9
Adjusted operating profit analysis
£ million
FY 2022
Management
fees
Performance
fees
Other income
items
Employee
remuneration
Business
expense
FY 2023
Effective tax rate
The effective tax rate for the year to 31 March 2023 was
23.0% (2022: 23.1%), against a headline UK corporation tax
rate of 19.0% (2022: 19.0%) and a headline South Africa
corporation tax rate of 27.0% (2022: 28.0%). This decrease
in the South Africa corporation tax rate was mostly offset
by a greater proportion of profit in higher tax jurisdictions.
Financial Review
52
Ninety One Integrated Annual Report 2023
Earnings per share
£ million (unless stated otherwise)
Full year
2023
Full year
2022 Change %
Profit after tax 163.8 205.3 (20)
Gain on disposal of Silica
1
— (14.9) n.m.
Adjusted net interest income
1
(9.4) (3.7) n.m.
Share scheme net expense/(credit)
1
3.7 (18.1) n.m.
CGT on disposal of subsidiaries
1
— 4.1 n.m.
Tax on other adjusting items
1
1.6 4.5 (64)
Adjusted earnings attributable to shareholders 159.7 177.2 (10)
Weighted average number of ordinary shares (m) – basic 899.6 907.8 (1)
Weighted average number of ordinary shares (m) – diluted 904.8 917.7 (1)
Number of ordinary shares (m) 922.7 922.7 —
Earnings per share (p)
- Basic 18.2 22.6 (19)
- Diluted 18.1 22.4 (19)
Headline earnings per share (p)
- Basic 18.2 21.4 (15)
- Diluted 18.1 21.1 (14)
Adjusted earnings per share (p) 17.3 19.2 (10)
1. This comprises a component of “non-operating items” per definitions on page 175. Please refer to explanations and definitions, including alternative performance
measures, on pages 54 to 56 and 174 to 175.
Basic EPS and diluted EPS decreased by 19% to 18.2p and 18.1p respectively (2022: 22.6p and 22.4p). Basic headline EPS
(“Basic HEPS”) and diluted HEPS also decreased, by 15% to 18.2p and 14% to 18.1p respectively (2022: 21.4p and 21.1p).
Adjusted EPS decreased in line with adjusted operating profit by 10% to 17.3p (2022: 19.2p), which is more reflective of the
core operating performance of Ninety One.
There was no change in the number of shares in issue. The investment in own shares held by Ninety One as part of the
Ninety One share scheme results in the relatively small difference in the number of shares used to calculate Basic EPS
and Adjusted EPS.
For details on calculations, see note 9 to the consolidated financial statements.
Summary balance sheet
31 March 2023 31 March 2022
£ million Policyholders Shareholders Total IFRS Policyholders Shareholders Total IFRS
Non-current assets — 176.0 176.0 — 178.3 178.3
Current assets
Linked investments backing
policyholderfunds 9,962.6 — 9,962.6 10,785.9 — 10,785.9
Cash and cash equivalents — 379.6 379.6 — 406.6 406.6
Other current assets 65.0 229.2 294.2 66.7 244.6 311.3
Total current assets 10,027.6 608.8 10,636.4 10,852.6 651.2 11,503.8
Total assets 10,027.6 784.8 10,812.4 10,852.6 829.5 11,682.1
Non-current liabilities 24.2 126.0 150.2 30.0 130.2 160.2
Current liabilities
Policyholder investment contract liabilities 9,967.3 — 9,967.3 10,769.9 — 10,769.9
Other current liabilities 36.1 308.9 345.0 52.7 357.7 410.4
Total current liabilities 10,003.4 308.9 10,312.3 10,822.6 357.7 11,180.3
Total liabilities 10,027.6 434.9 10,462.5 10,852.6 487.9 11,340.5
Equity — 349.9 349.9 — 341.6 341.6
Total equity and liabilities 10,027.6 784.8 10,812.4 10,852.6 829.5 11,682.1
53
Strategic ReportGovernanceFinancial StatementsAdditional Information
Financial Review
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 the
applicable taxation. The movements in policyholder assets
are largely due to foreign exchange and markets. The
commentary below only covers the shareholders’ numbers.
Total assets decreased to £784.8 million (31 March 2022:
£829.5 million), mainly due to decreases in both cash and
cash equivalents and other current assets. Cash and cash
equivalents decreased to £379.6 million (31 March 2022:
£406.6 million) largely due to a fall in subscription bank
accounts. Other current assets decreased to £229.2million
(31 March 2022: £244.6 million) mainly due to a decrease in
investments and fees receivable, in line with lower AUM.
Ninety One has a small portfolio of seed investments. Seed
capital for mutual funds was £2.9 million (31 March 2022:
£2.7 million) and co-investments in alternatives totalled
£11.0 million (31 March 2022: £6.3 million). Total liabilities
decreased to £434.9 million (31 March 2022: £487.9
million), mainly due to a decrease in subscription creditors
and bonus accruals. There is no debt financing
on the balance sheet.
Equity increased to £349.9 million (31 March 2022:
£341.6million), mainly reflecting the profits for the period
net of the payments of the current period interim dividend
and the prior period final dividend, as well as the impact
of share scheme movements and foreign exchange
translation differences in consolidating foreign subsidiaries.
Ninety One has established employee benefit trusts for
the purpose of purchasing shares and satisfying the
share-based payment awards granted to employees. Over
the period, 10.0 million shares were purchased through
these trusts and 5.0 million shares were released to
employees, resulting in a total of 22.6 million shares, which
is 2.4% of Ninety One’s 922.7 million total shares in issue.
Capital and regulatory position
1
£ million
31 March
2023
31 March
2022
Equity 349.9 341.6
Non-qualifying assets
2
(35.3) (27.6)
Qualifying capital 314.6 314.0
Dividends proposed (61.7) (71.0)
Estimated regulatory requirement (115.7) (114.2)
Estimated capital surplus 137.2 128.8
1. The above table represents the amalgamated position across Ninety One plc
and its subsidiaries and Ninety One Limited and its subsidiaries, which for
regulatory capital purposes are separate groups. Both groups had an
estimated capital surplus at 31 March 2023 and 31 March 2022.
2. Non-qualifying assets comprise assets that are not available to meet
regulatory requirements.
The estimated regulatory capital requirement increased
slightly to £115.7 million (31 March 2022: £114.2 million).
Non-qualifying assets increased after the inclusion of a
pension fund asset arising during the period deemed
non-qualifying. Ninety One has an expected capital surplus
of £137.2 million (31 March 2022: £128.8 million), which is
consistent with the commitment to a capital-light balance
sheet. This means Ninety One has a capital coverage of
219% of its capital requirement (31 March 2022: 213%).
The capital requirements for all Ninety One companies
are monitored throughout the year.
Dividends
The Board has considered the strength of the balance
sheet. In line with the stated dividend policy, the Board has
recommended a final dividend of 6.7p per share. Of this,
4.3p per share represents 50% of profit after tax prior to
the recognition of non-operating items and 2.4p per share
represents after-tax earnings after ensuring we have
sufficient capital to meet current or expected changes in
the regulatory capital requirements and investment needs,
as well as a reasonable buffer to protect against fluctuations
in those requirements.
If approved at the AGM, the final dividend will be paid on
11 August 2023 to shareholders included on the share
registers on 21 July 2023 and will result in a full-year
dividend of 13.2p per share (2022: 14.6p).
There are no plans to increase the current number of
shares in issue.
Liquidity
Ninety One has a healthy liquidity position, which
comprises cash and cash equivalents of £379.6 million
(31 March 2022: £406.6 million). Ninety One maintains a
consistent liquidity management model, with liquidity
requirements monitored carefully against its existing and
longer-term obligations. To meet the daily requirements of
the business and to mitigate its credit exposure, Ninety One
diversifies its cash and cash equivalents across a range of
suitably credit-rated banks and money market funds.
Alternative performance measures
Ninety One uses non-IFRS measures to reflect the manner
in which management monitors and assesses the financial
performance of Ninety One.
Items are included or excluded from adjusted operating
revenue and expenses based on management’s
assessment of whether they contribute to the core
operations of the business. In particular:
ɽ share of profit from associates, as well as net gain on
investments and other income, are included in other
operating revenue;
ɽ deferred employee benefit scheme movements are
deducted from adjusted operating revenue and
adjusted operating expenses as the movements
offset and do not impact operating performance;
54
Ninety One Integrated Annual Report 2023
ɽ subletting income is excluded from adjusted operating
revenue and deducted from adjusted operating
expenses as it is a recovery of costs rather than
a core revenue item;
ɽ the share scheme net expense/credit is excluded
from adjusted operating expenses and employee
remuneration so that they reflect the position as
though all awards during the period were
fully expensed in the same period; and
ɽ interest expense on lease liabilities is included in
adjusted operating expenses to reflect the operating
costs of offices.
These non-IFRS measures are considered additional
disclosures and in no case are intended to replace the
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.
These non-IFRS measures are considered to be pro forma
financial information for the purpose of the JSE Listings
Requirements, have been compiled for illustrative purposes
only, and are the responsibility of Ninety One’s Board.
Due to their nature, they may not fairly present the issuer’s
financial position, changes in equity, results of operations
or cash flows. The non-IFRS financial information has been
prepared with reference to JSE Guidance Letter:
Presentation of pro forma financial information dated
4 March 2010 and in accordance with paragraphs 8.15
to 8.33 in the JSE Listings Requirements, the Revised
SAICA Guide on Pro forma Financial Information (issued
September 2014) and International Standard on Assurance
Engagement (“ISAE”) 3420 – Assurance Engagements
to Report on the Compilation of Pro forma Financial
Information included in a Prospectus, to the extent
applicable given the Non-IFRS Financial Information’s
nature. This pro forma financial information has been
reported on by PwC in terms of ISAE 3420 and their
unmodified report is available for inspection on the
Ninety One website (www.ninetyone.com).
These non-IFRS measures, including reconciliations to their
nearest consolidated financial statements equivalents, are
as follows:
£ million
Full year
2023
Full year
2022
Net revenue 627.1 663.9
Share of profit from associates 1.4 0.4
Net gain on investments and
other income 7.0 4.3
Adjusted for:
Deferred employee benefit
scheme gain (1.3) (3.4)
Subletting income (1.2) (1.3)
Adjusted operating revenue 633.0 663.9
£ million
Full year
2023
Full year
2022
Operating expenses 428.7 416.3
Adjusted for:
Share scheme net (expense)/credit (3.7) 18.1
Deferred employee benefit
scheme gain (1.3) (3.4)
Subletting income (1.2) (1.3)
Interest expense on lease liabilities 3.6 3.8
Adjusted operating expenses 426.1 433.5
£ million
Full year
2023
Full year
2022
Adjusted operating revenue 633.0 663.9
Adjusted operating expenses (426.1) (433.5)
Adjusted operating profit 206.9 230.4
Adjusted operating profit margin 32.7% 34.7%
£ million
Full year
2023
Full year
2022
Staff expenses 279.2 276.3
Adjusted for:
Share scheme net
(expense)/credit (3.7) 18.1
Employee remuneration 275.5 294.4
£ million
Full year
2023
Full year
2022
Net interest income/(expense) 5.8 (0.1)
Adjusted for:
Interest expense on lease liabilities 3.6 3.8
Adjusted net interest income 9.4 3.7
Foreign currency
The financial information is prepared in British pound
sterling. The results of operations and the financial
condition of individual companies are reported in the local
currencies of the countries in which they are domiciled,
including South African rand and US dollar. These results
are then translated into pounds sterling at the applicable
foreign currency exchange rates for inclusion in the
consolidated financial statements. The following table sets
out the movement in the relevant exchange rates against
pounds sterling for the twelve months ended 31 March
2023 and 2022.
31 March 2023 31 March 2022
Year end Average Year end Average
South
African rand 22.10 20.46 19.03 20.29
US dollar 1.24 1.21 1.31 1.37
55
Strategic ReportGovernanceFinancial StatementsAdditional Information
Financial Review
Statement of viability
In accordance with the UK Corporate Governance Code,
the Board has assessed the current position and prospects
of the Group over a three year period to 31 March 2026.
The Board’s assessment has been made with reference to
Ninety One’s current position and strategy, the Board’s risk
appetite, Ninety One’s financial plans and forecasts, and its
principal and emerging risks and how these are managed,
as detailed in the Strategic Report. The impacts of climate
change, current events and market conditions have been
considered in this assessment.
Ninety One uses a three-year period in assessing viability,
consistent with the minimum period used in the Group’s
internal capital adequacy assessments and financial
projections. The financial projections incorporate both the
Group’s strategy and principal risks and are reviewed by the
Board at least annually. Throughout the year the Board
assesses progress by reviewing forecasts compared to the
financial plan. The current year forecast and longer-term
financial projections are regularly updated as appropriate
and consider Ninety One’s profitability, cash flows, dividend
payments and other key internal and external variables.
The Board regularly assesses the amount of capital that
the Group is required to hold to cover its principal risks
and scenario analyses are performed as part of both
the financial planning and internal capital assessment
processes. These scenarios evaluate the potential impact
of severe but plausible occurrences which reflect
Ninety One’s risk profile.
Scenarios modelled included:
ɽ Market stress: the effect of a greater than expected
market fall and lower than expected client flows.
ɽ Shock event: a one-time shock event that leads to
an immediate reduction in AUM at the start of the
financial period, aligned to the risk appetite limit for
‘clients at risk’. No net flows are assumed for the first
financial year.
ɽ Operational risk event: the effect of an idiosyncratic
operational risk event.
ɽ Net outflows: the effects of experiencing net client
outflows equivalent to lowest proportion of net flows
in relation to opening AUM experienced in the past
20 years, for the first forecast year, with no net flows
for the following two years.
ɽ A combination of the Market stress, Operational risk
and Net outflows event scenarios.
The internal capital assessments are conducted separately
but in a consistent manner for each of the two groups:
Ninety One plc and its subsidiaries and Ninety One Limited
and its subsidiaries, as for regulatory capital purposes
these are considered to be separate groups.
Having reviewed the results of the stress tests, the Board
have concluded that the Group would have sufficient
capital and liquid resources in the respective scenarios and
that the Group’s ongoing viability would be sustained. It is
possible that a stress event could be more severe and
have a greater impact than we have determined plausible.
Actions are available that may reduce the impact of more
severe scenarios, but these have not been considered in
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 2026.
56
Ninety One Integrated Annual Report 2023
Risk Management
Our risk management and internal
control framework is supported
by an embedded risk culture and
strong risk governance.
The DLC Board of Directors (‘the Board’) has ultimate
responsibility for risk management, the supporting system
of internal controls, and for reviewing their effectiveness.
To assist the Board in discharging its responsibilities, Ninety
One’s risk management and internal control framework has
clearly defined responsibilities and is designed to identify,
assess, monitor, and report current and emerging risks, so
as to ensure that the business operates within acceptable
tolerances as defined by the Board’s risk appetite. The
framework is designed to manage rather than eliminate the
risk of failure to achieve Ninety One’s business objectives.
It can only provide reasonable and not absolute assurance
against material misstatement or loss.
Risk culture
Doing the right thing is a key cultural attribute at Ninety One
and our culture and values are embedded in our approach
to risk management. Ninety One advocates an open and
risk-aware culture, where all employees contribute to
effective risk management and are responsible for the
maintenance of an effective internal control framework.
To ensure that Ninety One’s culture and values permeate
throughout the organisation, various policies are in place
that set clear expectations for our employees. External
third-party service providers are also made aware of
relevant internal policies and the level of service standard
they are expected to adhere to.
Risk appetite
Risk appetite sets the tone from the top and provides
parameters within which the business can operate. Risk
appetite statements are set by the Board and cover all our
principal risks. Each risk appetite statement is underpinned
by risk appetite limits, where both qualitative and
quantitative metrics are considered when assessing
current, new, and emerging risk materiality and for
determining the appropriate treatment and escalation.
Risk appetite provides a mechanism for mitigating risks that
exceed Ninety One’s risk appetite and ensuring that the
Board and key committees are appropriately informed.
Risk appetite statements and corresponding principal risks
are maintained in an aggregate risk register, where the
overall risk profile is monitored on an ongoing basis by
the Management Risk Committee (“MRC”). Ninety One’s
risk appetite is approved annually by the Board.
Managing risk
The Board has delegated authority to the DLC Audit and
Risk Committee (“ARC”) to review the adequacy and
effectiveness of the Group’s risk management and internal
control framework. Details of how the ARC oversees
the framework is set out on pages 77 to 81 of this report.
The ARC (and executive management) is supported by
a Management Audit Committee (“MAC”) and MRC.
The MAC oversees the completeness, accuracy and
effectiveness of financial reporting, corporate tax
compliance and internal and external audit reports.
The MRC ensures that there is appropriate oversight,
reporting and escalation of risks identified in the business
or wider operating environment, and ensures that there
are sufficient and effective risk mitigation activities and
processes in place. The MRC is attended by senior
representatives from all areas of the business and is further
supported by several specialised risk sub-committees,
comprising subject matter experts from across the
business who perform a more detailed review of their
risk universe to ensure that risk matters are identified
and escalated, where appropriate.
The risk management framework utilises tools including
risk assessments, key indicators, scenario stress tests
and learnings from internal and external events.
Risk
culture
Identify business
objectives
The RMF is aligned to
business process
objectives
Identify risks
Risks affecting the
successful achievement
of process objectives
are identified
Assess risks
Risks are assessed
considering likelihood
and impact
Risk response
A risk response is selected
based on risk appetite to
control the risks
Monitor risks
Risks are monitored to
ensure risk responses
are successful
Report risks
Risks are reported and/
or escalated to
stakeholders, including
current status
Risk management framework (“RMF”)
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Each risk is assessed and assigned a risk materiality
rating based on our internal risk appetite assessment
methodology. An appropriate risk response and escalation
threshold is then determined, and mitigation plans are
implemented if required. This process ensures that current
and emerging risks are regularly and consistently evaluated
and reported to the ARC (and Board, where appropriate).
The ‘three lines of defence’
Ninety One’s risk management framework utilises a ‘three
lines of defence’ approach to managing risk. This ensures
that there is responsibility for risk management embedded
within the specialist teams overseeing day-to-day
processes and demonstrable independence within the
functions employed to challenge them, as follows:
ɽ The first line of defence is formed by managers and
staff who own and manage risks directly, as part of their
accountability for the processes and controls that they
operate;
ɽ the second line of defence comprises risk management
and compliance functions who provide oversight and
assurance that risk is being managed effectively in the
first line; and
ɽ the third line of defence is internal audit, who provide
independent assurance on the effectiveness of
governance, risk management and internal controls
established by the first and second lines to manage risk.
Risk Management
There is responsibility for risk
management embedded within
the specialist teams overseeing
day-to-day processes and
demonstrable independence
within the functions employed
to challenge them.
Ninety One risk governance structure
Risk Governance, Escalation and Reporting
Key:
Independent Executive Management
Ensures controls and risk
management processes of the
first line are working as intended
Provides independent assurance
to the Board and executive
management about the design
and operating effectiveness
of internal controls, and the
governance framework
DLC Board of Directors
DLC Audit and Risk Committee
Executive management
Management Risk Committee
Management
First Line of Defence Second Line of Defence Third Line of Defence
Specialised risk sub-committees
Management Audit Committee
Day-to-day ownership
and management of risks
and controls
58
Ninety One Integrated Annual Report 2023
FY 2023 developments
During the 2023 financial year, several initiatives were
undertaken by Ninety One’s risk function to enhance the
risk management framework and the way we manage risk:
ɽ The Operational Resilience framework was further
developed with enhancements to our contingency
plans and risk mitigation strategies so that we are as
prepared as possible for adverse scenarios. This
included regular stress testing and simulations to
identify potential areas of vulnerability;
ɽ Improvements to the risk management framework
involved the ongoing refinement of the Risk and
Control Self-Assessments (“RCSA”), including updating
risk and control documentation to better assess
Ninety One’s risk exposures, and strengthening the
capture of risk events to minimise recurrence;
ɽ enhancements to our risk reporting to ensure risk
information is placed in context and the significance
better explained, leading to improved committee and
stakeholder engagement;
ɽ enhancements to our external fraud scheme review
process, with a focus on the internal controls in place
to prevent or detect those schemes;
ɽ ESG and sustainability risks continue to be integrated
into our risk management framework. The focus
remains on identifying components of the framework
that can be leveraged, or need to be enhanced, to
support the sound management of ESG risks; and
ɽ our cyber defences have been enhanced in response
to the evolving threat landscape, including ongoing
investment in advanced security technologies.
Assessment of risks
Ninety One periodically assesses the risks faced by our
business. We have several key risk categories, including
Business and Strategic, Investment and Operational risk.
These risk categories have been assessed utilising the
intelligence gathered from the risk management framework
tools (i.e. risk assessments, key indicators, stress and
scenario tests and learnings from internal and external
events). This process also takes account of political,
economic and industry risks. The development of emerging
risks is monitored on an ongoing basis, to update the
assessment of the risks, the progress of actions, and
incorporating any material developments.
Ninety One uses this information to identify its principal
risks, which are ranked within each category based on a
combined assessment of the impact and likelihood of each
occurring, with reference to associated measures per
Ninety One’s risk appetite.
Business and strategic risks
1. Development and implementation of business strategy
2. Planning and adapting to macro events
3. Product offerings meeting client needs and/or
providing value
4. Attracting and/or retaining talent
5. Sustainability
Investment risks
6. Meeting client investment objectives
7. Effectively managing risk in clients’ portfolios
Operational risks
8. Designing and/or operating an effective control
environment
9. Meeting regulatory and/or contractual obligations
10. Operational resilience and continuity planning
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Principal Risks
Key:
Risk profile change over the financial year
Risk status has improved
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 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 2023
1. Development and implementation of business strategy
Ninety One faces risks associated
with the implementation of its
strategy, owing to internal or
external factors which may delay
or inhibit progress on its strategic
priorities.
ɽ Group strategy is reviewed and approved by
the Board annually.
ɽ The Chief Executive Officer, with support of
executive management, receives regular
feedback from teams across the firm, allowing
them to review and monitor progress against
Ninety One’s strategic objectives. Appropriate
action is taken as necessary to ensure that the
Group strategy remains relevant and on track.
ɽ The Chief Executive Officer provides regular
updates to the Board on progress against
Ninety One’s strategic objectives.
Ninety One adopts a long-term approach to
the development and delivery of its strategy,
while remaining cognisant of the environment
and uncertainties within which it operates. As
a result, the strategic principles and priorities
of the prior year remain unchanged.
Despite there being net outflows for the
year, the business delivered a solid financial
performance as a result of being focused
on executing its strategy and avoiding
distractions.
See Our strategy section on pages 12 to 13
for more information.
2. Planning and adapting to macro events
Ninety One’s AUM and profitability
are exposed to volatility in global
financial markets and to other
adverse financial, economic,
political and market factors that
affect investor sentiment and the
operating environment.
Ninety One is subject to the risk of
adverse changes in the laws and
regulations in the markets in which
it operates.
Fluctuations in exchange rates can
also impact financials.
ɽ Ninety One has a diverse range of investment
strategies and funds with a diverse client base,
spread across multiple geographies and
client types.
ɽ Both product and client diversification help
reduce the potential impact of adverse financial,
economic, political and/or market factors in any
one of the markets in which Ninety One
operates.
ɽ The compliance team performs continuous
monitoring to identify new regulations and
regulatory communications.
Since inception, Ninety One has gained
substantial experience managing through
periods of macroeconomic and geopolitical
risk, including the global financial crisis of
2008, the UK’s withdrawal from the EU in
2016, and the COVID-19 pandemic.
This year the business has navigated rising
interest rates and inflation headwinds which
have been exacerbated by the Russia-Ukraine
War. In addition, the UK financial system was
also impacted this year by upheaval in the
gilt market.
Despite a fall in AUM and profit, as clients
implemented a risk off strategy across their
portfolios, Ninety One responded to these
adverse market conditions through cost
containment initiatives and has maintained
good engagement with its clients.
See the Chairman and Chief Executive
Officer’s Statement on pages 8 to 11 for
more information.
The Board has carried out a
robust assessment of the
Group’s principal risks.
Below is a summary of the principal risks which are
reviewed by the DLC Audit and Risk Committee and the
Board and have the potential to threaten the Group’s
business model, future performance, solvency, or liquidity,
brand integrity and reputation, and significantly impact
our ability to deliver long-term competitive investment
performance, relevant offerings, and a consistent
strategy for our clients, as well as create value for
our stakeholders.
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.
Strategic priorities: 1, 2, 3, 4, 5
Risk profile:
Strategic priorities: 1, 2, 3, 4, 5
Risk profile:
60
Ninety One Integrated Annual Report 2023
Business and strategic risks continued
Risk Risk management/mitigation Update on the risk assessment in FY 2023
3. Product offerings meeting client needs and/or providing value
Ninety One requires appropriate
and relevant product offerings to
succeed in the competitive industry.
Diversity and innovation protect
Ninety One against changes in
client demand patterns.
ɽ Ninety One has a clear product focus, offering a
diverse mix of investment capabilities and
differentiated strategies to meet current, and
anticipate future changes in client needs.
ɽ The product development and commercial
strategy teams focus on strategy, research,
innovation, and changing investor requirements.
ɽ Client-facing professionals are in close contact
with clients to ensure that the firm can react to
any concerns and changes in their needs; and
also ensure that the firm’s offerings continue to
anticipate changes in client expectations and
demands.
Ninety One continually seeks ways to improve
product offerings to clients. Our focus to
embed sustainability across Ninety One’s
products continued this year with most of
the product launches and amendments
having a sustainable focus. In addition, the
development and launch of private credit and
multi-asset solutions will support our clients in
their diversification and differentiated goals.
As part of our disciplined product process
and continuous drive to offer investors
attractive solutions in differentiated
strategies, the year again included a broader
product and strategic review and saw new
offerings being closed, transitioned, or
amended.
See Our Clients section on page 22 for
more information.
4. Attracting and/or retaining talent
Ninety One is a people business.
Being able to retain and attract
the best talent is key to Ninety
One’s ability to continue to provide
competitive product offerings and
to service our clients and prospects
in a unique and differentiated way.
ɽ We offer competitive remuneration and
retention packages to support the retention of
employees.
ɽ We undertake selective recruitment through
our graduate and experienced hire
programmes.
ɽ Ninety One pursues a holistic talent development
approach for leaders and managers which
enhances the depth and strength of employees.
Ninety One has responded to increased
competition for talent in our industry by
delivering strategies to attract, retain and
develop the necessary calibre of people for
our key business functions.
Recognising that our leaders play a key role
in leading our business through challenging
times, the human capital team provided
various training programmes for people
managers to better equip them to lead
effectively and efficiently during this period.
See Our People and Culture section on
pages 18 to 21 for more information.
5. Sustainability
Failure to address and embed
Sustainability-related risks in our
products and business model
could adversely impact profitability,
reputation and long-term
growth plans.
ɽ The investment risk team monitors and
challenges the investment process in respect
of ESG factors, and monitors firm and portfolio
level sustainability risks. This is reported to the
Sustainability Committee, which has oversight
of ESG risks, including resultant climate-related
risks.
ɽ ESG integration and potential risks in specific
strategies are monitored and discussed as part
of the investment process.
Sustainability-related risk, and in particular
climate risk, has continued to grow in
relevance both to us and our clients, and
Ninety One has responded to the increased
incidence as part of its sustainability initiatives.
A defined sustainability framework allowed
for close monitoring of ESG-related risks with
oversight from the Sustainability Committee
who provide relevant updates to executive
management and the DLC Sustainability,
Social and Ethics Committee.
We continue to address and embed
sustainability within our business and
operating model, and the continued
development of an internal ESG database
will provide investment teams with a better
understanding of the impact of potential ESG-
related risks on the portfolios they manage.
See the Sustainability section on pages
24 to 50 for more information.
Strategic priorities: 5
Risk profile:
Strategic priorities: 1, 2, 3, 4,
Risk profile:
Strategic priorities: 1, 2, 3, 4,
Risk profile:
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Investment risks
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 2023
6. Meeting client investment objectives
Poor investment performance
relative to clients’ stated
benchmarks or outcomes could
mean Ninety One fails to meet
clients’ investment objectives.
ɽ Ninety One has clearly defined investment
processes, designed to meet targets within
stated risk parameters, and deliver on the
investment mandate of each product/strategy.
This is subject to ongoing review and challenge
through our established risk management
processes and governance structure.
ɽ An independent investment risk and
performance team monitors and oversees
portfolio performance and the risk profiles
of all Ninety One portfolios.
Aggregate performance saw some pressure
in the financial year in the face of geopolitical
uncertainty and the impact of rising inflation
and interest rates. This pressure reduced
towards the end of the period.
Most investment strategies performed
broadly as expected given the market
conditions.
The longer-term performance and track
record for most of the strategies remains
competitive.
7. Effectively managing risk in clients’ portfolios
Risk limits
Poor management of investment
risks within portfolios or funds
may lead to poor client outcomes
through excessive, or insufficient
risk-taking.
ɽ An independent investment risk team monitors
various risk measures to ensure portfolio risk is
appropriate and that risk budgets are effectively
used. This is subject to ongoing review and
challenge through our established risk
management processes and governance
structure.
Overall portfolio risks have remained within
acceptable parameters despite the volatility
created by the Ukraine war and rising
interest rates.
Some risk guidelines for isolated client
mandates were exceeded; these were
managed directly with the relevant clients.
Liquidity
Poor liquidity management could
result in clients being unable to
withdraw assets when needed at
prevailing market prices, and this
could impact the value of clients’
investments or the performance of
their portfolio.
ɽ The investment risk team measures liquidity for
all portfolios, to ensure liquidity obligations can
be met. Given the redemption commitments of
pooled vehicles, particular focus is given to
these portfolios.
ɽ A Liquidity Management Committee actively
monitors and assesses the liquidity risks and
potential mitigants for our products on an
ongoing basis.
Market liquidity is largely normalised across
asset classes, with some pockets of stress
in selected EM debt markets and during the
Liability Driven Investment turmoil in the UK
in October.
Ninety One portfolios continued to
implement their investment strategies and
service client flows without disruption.
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.
8. Designing and/or operating an effective control environment
Internal control environment
A breakdown in Ninety One’s
controls could result in a poor
client experience or have a material
financial impact on Ninety One.
ɽ Key business processes, risks and controls are
regularly reviewed and assessed through the
RCSA process.
ɽ The control environment is under continuous
review by the internal audit team. Findings are
discussed with management and the
implementation of recommendations is
monitored.
Ninety One assesses and manages its risk and
control environment across its businesses
and functions with a view to maintaining
an acceptable level of residual risk. This is
achieved through our well established risk
and control self-assessment process, risk
events and issues management, and other
key assurance activities that are designed
to assess our risk exposures and enhance
controls or introduce new controls, where
appropriate.
Strategic priorities: 1, 2, 3, 4,
Risk profile:
Strategic priorities: 1, 2, 3, 4,
Risk profile:
Risk Management|Principal Risks
Strategic priorities: 1, 2, 3
Risk profile:
62
Ninety One Integrated Annual Report 2023
Risk Risk management/mitigation Update on the risk assessment in FY 2023
8. Designing and/or operating an effective control environment continued
Key outsourcing partners
Ninety One utilises an outsourcing
model to support core areas of its
operations. Poor service levels or
controls could weaken Ninety One’s
own internal control environment
resulting in errors or poor client
experience.
ɽ Dedicated outsourced service provider oversight
teams ensure comprehensive due diligence prior
to appointment, and ongoing oversight monitoring
of service delivery through our established
processes and governance structure.
ɽ Ninety One has formal guidelines (including
ongoing due diligence and KPI monitoring) for
managing and overseeing all outsourcing
relationships, such that scrutiny is commensurate
with the level of risk to our business.
Ninety One’s key outsourced service
providers operated with minimal disruption
throughout the year. This reflects the
resilience of providers selected, which is a
key attribute of our due diligence process.
Ninety One has continued to work closely with
outsourced service providers to ensure ongoing
high standards of service and improvements of
the servicing model where relevant.
Technology and/or
cyberdefences
Ninety One is dependent on the
proper and continued functioning of
its IT systems and may be vulnerable
to attacks on, or breaches of, its
security systems.
ɽ Ninety One has a well-defined IT strategy,
underpinned by established governance
and monitoring processes.
ɽ The implementation of, and adherence to, IT
security policies and risk assessments, which
are aligned with industry best practice.
ɽ A dedicated Information Security, Cyber and IT
Risk function is responsible for the operation of
our information and cyber-security governance,
risk management framework and is supported
by global specialist security providers.
Our cyber defenses have remained robust
and cybersecurity remains a top priority.
We have continued to invest in advanced
security technologies and performed regular
security assessments to improve our ability
to detect and respond to cyber threats and
remediate potential weaknesses.
The firm also conducted cyber awareness
training for our employees to help them
recognise and respond to potential threats
and is committed to maintaining the
confidentiality, integrity, and availability of
data and systems to safeguard sensitive
information of all stakeholders.
9. Meeting regulatory and/or contractual obligations
Ninety One could fail to meet
its regulatory obligations or the
contractual obligations of its
clients, including adherence to
clients’ investment management
agreements.
This could result in poor client
outcomes or regulatory censure.
ɽ Global legal and compliance teams with local
representation in key operating jurisdictions.
Teams work closely with colleagues,
management and global regulators (where
required) to ensure that regulatory and
contractual obligations are identified,
understood and are properly controlled.
ɽ Training of relevant business areas remain key
in ensuring that Ninety One adheres to these
obligations.
Ninety One closely monitored several
significant regulatory change and oversight
programmes to ensure successful execution,
notably those relating to consumer protection,
sustainable finance, and operational resilience.
Ninety One remains responsive to a wide range
of developing regulatory areas and recognises
the increase in the volume and pace of
regulatory change that will be introduced in the
coming years, that are also likely to accelerate
the UK’s regulatory divergence from the EU.
10. Operational resilience and continuity planning
Internal or external events may
cause disruption to Ninety One’s
operations or render its systems
or offices inaccessible. This could
result in Ninety One being unable to
meet client or regulatory obligations
or service the needs of other
stakeholders.
ɽ As part of the Operational Resilience programme,
Ninety One undertakes scenario testing to assess
its ability to remain within its impact tolerances for
a range of severe but plausible disruption events.
ɽ A robust capital adequacy process, including
specific capital scenarios for business
interruption, is in place to ensure Ninety One is
sufficiently capitalised should it need to draw on it.
ɽ Business continuity and disaster recovery plans
are tested periodically to ensure Ninety One can
operate during, respond to, and recover from
unforeseen events.
Ninety One’s Operational Resilience
framework was further developed with
enhancements to our contingency plans
and risk mitigation strategies so that the
firm is as prepared as possible for adverse
scenarios. This included regular stress testing
and simulations to identify potential areas of
vulnerability.
Strategic priorities: 1, 2, 3
Risk profile:
Operational risks continued
Strategic priorities: 1, 2, 3, 4, 5
Risk profile:
Strategic priorities: 1, 2, 3, 4, 5
Risk profile:
The Strategic Report was approved by the Board
on 13 June 2023 and signed on its behalf by:
Hendrik du Toit Kim McFarland
Chief Executive Officer Finance Director
63
Strategic ReportGovernanceFinancial StatementsAdditional Information
Governance
Investing for a better tomorrow
A polar bear gambols with her cub in Arctic Svalbard. The polar bear,
which feeds mainly on ringed seal, spends most of its life on drifting
sea ice. Climate change is rapidly reducing ice in the Arctic Ocean,
which now melts much earlier in spring and freezes much later in
autumn. This presents a mortal threat to the polar bear population
in the far northern archipelagos.
Ninety One Integrated Annual Report 2023
64
Strategic ReportGover nanceFinancial StatementsAdditional Information
65
Dear stakeholder
On behalf of the Board, I am pleased to introduce our
Corporate Governance Report for the financial year 2023.
Ninety One is committed to the highest standards of
integrity, ethical values and professionalism with corporate
governance at the core of our business principles. With a
robust governance framework in place we can focus on
our primary task: delivering long-term investment solutions
for our clients.
This report details the governance framework for Ninety
One plc and its subsidiaries and Ninety One Limited and its
subsidiaries (together “Ninety One” or the “Group”). It also
describes how the boards of Ninety One plc and Ninety
One Limited (together the “Board”) and our committees
operated and discharged their duties during the year and
how we have applied the principles and provisions of the
UK Corporate Governance Code (the “UK Code”) and
South African King IV Code on Corporate Governance
(“King IV”). I am pleased to report that for the financial
year 2023 the Board has applied, and complied with, the
principles and applicable requirements of the UK Code
and King IV.
The Board and its committees
The Board is responsible for the management, direction
and performance of the Group and has established five
common committees under the dual-listed company
(“DLC”) structure. This framework of Board and
committees with clearly stated levels of authority creates
clear lines of accountability and effective oversight. This
also facilitates timely decision-making at the correct level.
Daily management responsibility for Ninety One is
delegated by the Board to the Chief Executive Officer.
My role as Chairman and the role of the Chief Executive
Officer are separate, clearly defined in writing and have
been agreed by the Board. The Chief Executive Officer,
supported by executive management, is responsible for
proposing the strategy for the Group and for its execution.
To assist with managing the Group’s business, the Chief
Executive Officer has created a number of management
committees. Further details are set out in the Strategic
Report on page 58.
The Board comprises a Non-Executive Chairman, Chief
Executive Officer, Finance Director and five independent
Non-Executive Directors. In accordance with the UK Code
and King IV, Colin Keogh is the appointed Lead/Senior
Independent Director. Biographical details of all Directors
can be found on pages 68 to 69.
On listing of its shares on the LSE and the JSE in March
2020, Ninety One entered into a relationship agreement
with its major shareholder Investec, which (among other
things) gave Investec the right to appoint a non-executive
director to the Board. Khumo Shuenyane joined the Board
on 1 August 2021 as Investec’s appointee.
Pursuant to the reduction in Investec’s shareholding in
Ninety One in May 2022, Khumo is no longer a shareholder
representative of Investec. In light of this, and after careful
consideration of his character and judgement, the Board
now considers Khumo and all of the Non-Executive
Directors to be independent, being independent in
character and judgement and being free from any
relationships or circumstances which are likely to
affect, or could appear to affect, their judgement.
The report from our DLC Nominations and Directors’
Affairs Committee on pages 74 to 76 sets out the
Board’s approach to succession and appointments to
the Board. The Board believes that it has the blend of skills,
experience, independence and knowledge appropriate to
its needs. These are vital elements for an effective board
and, together with diversity, were monitored, reviewed,
and discussed throughout the year. Our commitment to
diversity and inclusion is not just for the Board, it is also
about doing the right thing to ensure the best outcomes for
our clients, shareholders, our people and the communities
Chairman’s Overview
66
Corporate Governance Report
Ninety One is committed to the highest
standards of integrity, ethical values and
professionalism with corporate governance
at the core of our business principles. With a
robust governance framework in place we can
focus on our primary task: delivering long-term
investment solutions for our clients.
Ninety One Integrated Annual Report 2023
66
in which we operate. Further information on culture,
diversity and inclusion, and stakeholder engagement
can be found in the Strategic Report on pages 16 to 23.
Each year, the Board and its committees undertake an
evaluation of their performance. Commencing with the
financial year 2022, this evaluation is externally facilitated
every second year. Details of the process followed for the
2023 evaluation, together with an update on findings from
the 2022 evaluation and the 2023 evaluation conclusions
can be found on page 71. In line with the UK Code and
Ninety One’s Articles of Association and Memorandum of
Association (together the “Articles”) all Directors will offer
themselves for re-election at the AGM. 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.
Our Directors’ Remuneration Policy is designed to promote
the long-term success of the Group and to reward the
creation of long-term value for shareholders. The principles
of King IV and the Listings Requirements of the JSE require
a listed company to table its Directors’ Remuneration Policy
and Implementation Report (being the Annual Report on
Remuneration) for separate non-binding advisory votes
at the AGM every year. However, the UK Companies Act
requires a listed company to present its policy at its AGM
at least every three years, such vote being binding. The
Implementation Report is also required to be tabled for a
separate non-binding advisory vote at the AGM every
year. Shareholders will be asked to approve the Directors’
Remuneration Policy at the 2023 AGM. If approved, the
vote will be binding. Ninety One will be unable to make a
remuneration payment to a current or future Director or
a payment for loss of office to a current or past Director
unless that payment is consistent with the policy.
The report from the DLC Audit and Risk Committee on
pages 77 to 81 sets out how it has assisted the Board in
overseeing the integrity of Ninety One’s financial reporting
and the adequacy and effectiveness of its systems of
internal control and risk management. Further information
on the Group’s risk management and internal control
processes can be found on pages 57 to 63 of the
Strategic Report, along with the principal risks, controls
and mitigating actions, and emerging risks.
Looking ahead
We continue to monitor our performance in delivering on
our strategic objectives, maintaining strict internal controls
and operating within established risk guidelines. This should
help us achieve our growth objectives, in addition to
developing our global pool of talent that aims to deliver
attractive value for clients and shareholders both in the
present and over the coming generations.
Gareth Penny
Chairman
Ninety One operates as a DLC under a DLC structure
with a governance framework derived from and
aligned to the requirements of the UK Code and
King IV. 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 and can be found on its
website at www.iodsa.co.za.
The DLC structure comprises Ninety One plc and
Ninety One Limited. Ninety One plc is a public
company incorporated in the UK, with a primary
listing on the LSE and a secondary listing on the JSE.
Ninety One Limited is a public company incorporated
in South Africa and listed on the JSE.
The Board of Directors of Ninety One plc and Ninety
One Limited are identical in terms of their composition
and Board meetings are held jointly. 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 at www.ninetyone.com.
The Board has established five common committees
under the DLC structure:
ɽ DLC Audit and Risk Committee
ɽ DLC Human Capital and Remuneration Committee
ɽ DLC Nominations and Directors’ Affairs Committee
ɽ DLC Sustainability, Social and Ethics Committee
ɽ DLC Disclosure Committee.
You can find the current terms of reference, which
are reviewed annually, on Ninety One’s website at
www.ninetyone.com.
The nature of the DLC structure, the identical
composition of the boards and the single committee
structure enables the effective management of the
dual-listed companies 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.
Governance structure
For more information on our governance framework,
see page 70.
Strategic ReportGover nanceFinancial StatementsAdditional Information
67
Board of Directors
Gareth is an Independent Non-Executive Director and the Chairman.
Skills and experience: Gareth has considerable experience in
chairing both public and private boards. For 22 years, Gareth was at
De Beers and Anglo American plc, the last five of which he was group
Chief Executive Officer of the De Beers Group. He was previously
Chairman of Norilsk Nickel and of the Edcon Group. Gareth also
served as a Non-Executive Director and Chairman of the Remuneration
Committee of the Julius Baer Group and on the Senior Advisory Board
of TowerBrook Capital Partners L.P.
External appointments: Gareth is the Chairman of EnQuest plc.
Hendrik is the Founder and Chief Executive Officer.
Skills and experience: Hendrik entered the asset management
industry in 1988. He joined Investec Group in 1991 to establish Investec
Asset Management Limited, which rebranded to Ninety One in 2020.
He also served as Joint Chief Executive Officer of Investec Group
from 1 October 2018 until the demerger and listing of Ninety One on
16 March 2020.
External appointments: Hendrik is a Non-Executive Director of
Naspers Limited and its European subsidiary, Prosus N.V.
Colin is an Independent Non-Executive Director and Chair of the
Human Capital and Remuneration Committee.
Skills and experience: Colin has spent his career in financial
services, principally at Close Brothers Group plc, where he worked
for 24 years and was Chief Executive Officer from 2002 until 2009.
Previously, he was a Non-Executive Director of M&G Group Limited
and Virgin Money Holdings (UK) plc.
External appointments: Colin is Senior Independent Director and
chairs the Remuneration Committee of Hiscox Limited. He is also
Chairman of Hiscox Insurance Company, a subsidiary of Hiscox.
Kim is the Finance Director.
Skills and experience: Kim joined Investec Asset Management
Limited in 1993 as its Chief Financial Officer and Chief Operating
Officer. She served as an Executive Director of Investec Group
from October 2018 until the demerger and listing of Ninety One in
March 2020. Prior to joining Investec, Kim qualified as a Chartered
Accountant at PricewaterhouseCoopers and was the Finance and
Operations Manager at two South African life insurance companies.
External appointments: None.
Paula is the Company Secretary of Ninety One plc.
Skills and experience: 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 Africa Proprietary Limited is Company Secretary of
Ninety One Limited.
Corporate Governance Report
Hendrik du Toit
Chief Executive Officer
Appointed: October 2019
Gareth Penny
Independent Non-Executive
Director and Chairman
Appointed: November 2019
Colin Keogh
Senior Independent Director
Appointed: November 2019
Kim McFarland
Finance Director
Appointed: October 2019
Paula Watts
Ninety One plc Company Secretary
Appointed: January 2020
Ninety One Africa Proprietary Limited
Ninety One Limited Company Secretary
Appointed: February 2020
Ninety One Integrated Annual Report 2023
68
Idoya is an Independent Non-Executive Director.
Skills and experience: Idoya was a founding member, Chief
Investment Officer and Deputy General Director of Norbolsa SVB
(the investment arm of the Basque Savings Banks) from 1989 to 2013,
and Senior Partner at Fidentiis SGIIC S.A. from 2014 to 2020. Idoya
has been a member of the Bizkaia Bar Association since 1984.
External appointments: Idoya is a Senior Advisor at Bestinver SA
and serves as a Non-Executive Director of Bilbao Stock Exchange.
Victoria is an Independent Non-Executive Director and Chair of the
Audit and Risk Committee.
Skills and experience: Victoria previously served as a Non-Executive
Director at Gloucester Insurance Limited and Perpetual Income &
Growth Investment Trust plc and was a Senior Advisor to Bowater
Industries Limited. Victoria is a qualified solicitor and spent 10 years in
private practice before joining Ernst & Young as their first UK General
Counsel in 1991. She was a Partner for 20 years and for the last five,
she was a global executive board member and global managing
partner for risk.
External appointments: Victoria currently serves as Senior
Independent Director at Integrafin Holdings plc, Non-Executive
Director and Chair of the Audit Committee at Euroclear Bank SA/NV,
Senior Independent Director at HM Courts & Tribunals Service and
Non-Executive Director and Chair of the Audit and Risk Committee
at the CBI.
Busi is an Independent Non-Executive Director and the Chair of the
Sustainability, Social and Ethics Committee.
Skills and experience: Busi has held several non-executive
directorships, including appointments as Chair of the board of
Airports Company South Africa Limited and the Central Energy Fund
Proprietary Limited. She was also previously a Partner at Ethos Private
Equity Proprietary Limited.
External appointments: Busi is Chair of the Board of Industrial
Development Corporation of South Africa. She is also the lead
Independent Director of Tsogo Sun Gaming Limited.
Khumo was declared an Independent Non-Executive Director by the
Board in February 2023.
Skills and experience: Khumo has served on the boards of several
listed and unlisted companies. Khumo is a qualified chartered
accountant and worked for Arthur Anderson for a number of years
before joining Investec Bank Limited, where he became Chairman in
2018. Prior to joining Delta Partners in 2014 where Khumo worked for
six years in various capacities, he served as Group Chief Mergers and
Acquisitions Officer for MTN Group Limited and a member of its
Group Executive Committee.
External appointments: Khumo serves as an Independent
Non-Executive Director of Investec Limited, Investec plc,
Investec Property Fund Limited and Vodacom Group Limited.
Committee key
Committee Chair
DLC Audit and Risk
DLC Disclosure
DLC Human Capital and Remuneration
DLC Nominations and Directors’ Affairs
DLC Sustainability, Social and Ethics
Idoya Basterrechea
Aranda
Independent Non-Executive Director
Appointed: November 2019
Busisiwe Mabuza
Independent Non-Executive Director
Appointed: November 2019
Victoria Cochrane
Independent Non-Executive Director
Appointed: November 2019
Khumo Shuenyane
Non-Executive Director
Appointed: August 2021
Strategic ReportGover nanceFinancial StatementsAdditional Information
69
Division of responsibilities
Governance framework
Ninety One plc
Single unified economic enterprise
Ninety One Limited
DLC Audit and Risk
Committee
Oversees financial
reporting, corporate
governance, internal
controls and risk
management.
DLC Human Capital
and Remuneration
Committee
Determines and
develops policies
for remuneration of
the Chairman, the
Executive Directors and
senior executives.
DLC Nominations
and Directors’ Affairs
Committee
Oversees appointments
and succession
planning for Board
and senior executive
positions.
DLC Sustainability,
Social and Ethics
Committee
Oversees sustainability,
social and ethical
commitments, targets
and performance.
DLC Disclosure
Committee
Responsible for
overseeing the prompt
disclosure of inside
information.
Chairman
ɼ Chairs the Board and DLC
Nominations and Directors’ Affairs
Committee and member of the DLC
Disclosure Committee and DLC
Sustainability, Social and Ethics
Committee;
ɼ leads the Board, ensuring its
effectiveness on all aspects of its
role in directing the Group;
ɼ ensures that the Directors receive
accurate, timely and clear
information;
ɼ ensures effective communication
with shareholders;
ɼ acts on the results of the Board’s
performance evaluation by
recognising the strengths and
addressing the weaknesses of the
Board and, where appropriate,
proposing new members be
appointed to the Board or seeking
the resignation of directors; and
ɼ facilitates the effective contribution
of Non-Executive Directors and
ensures constructive relations
between Executive and
Non-Executive Directors.
Chief Executive Officer
ɼ Chairs the DLC Disclosure
Committee and member of the DLC
Sustainability, Social and Ethics
Committee;
ɼ leads the Executive Directors and
executive management in the
day-to-day running of Ninety One
in accordance with the Board’s
approved strategy;
ɼ reviews the strategic direction
and operational performance
of Ninety One;
ɼ oversees the management of the
sustainability framework;
ɼ ensures that appropriate systems of
risk management and internal control
mechanisms are in place and
operating effectively; and
ɼ is supported by executive management
in managing and developing the
business and delivering on the Board
approved strategy.
Finance Director
ɼ Responsible for all aspects of
financial and capital reporting
and governance;
ɼ supports and advises the Chairman
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.
Lead/Senior Independent Director
ɼ Chairs the DLC Human Capital and
Remuneration Committee and a
member of the DLC Audit and Risk
Committee;
ɼ chairs the DLC Nominations and
Directors’ Affairs Committee when
considering the succession of the
Chairman of the Board;
ɼ develops effective working
relationships with both Executive
and Non-Executive Directors while
having an awareness of any issues
or concerns individual Directors
may have; and
ɼ leads the annual performance
evaluation of the Chairman,
considering the views of both
Executive and Non-Executive
Directors and provides appropriate
feedback to the Chairman.
Non-Executive Directors
ɼ Advise and challenge management;
and
ɼ monitor management’s success in
delivering the agreed strategy within
the risk appetite and control
framework set by the Board.
DLC Board of Directors
Board Committees
See page 77 for the
committee report
See page 86 for the
committee report
See page 74 for the
committee report
See page 82 for the
committee report
Corporate Governance Report
Ninety One Integrated Annual Report 2023
70
Meetings and attendance
The Board is scheduled to meet at least quarterly, or as required, and provides direction, oversight, review, and challenge of
Ninety One’s business. Scheduled meetings are normally held over two days, with Board committee meetings taking place
on the first day. The Chairman also meets with the independent Non-Executive Directors on a regular basis, without the
Executive Directors present.
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.
In January or February each year, management presents the proposed strategic plan to the Board. This forms part of an
annual strategic off-site and allows the Board to develop and set strategy with management before endorsement. The
financial plans are presented and approved in January or February each year to ensure that Ninety One has the right
resources to deliver the agreed strategy.
Directors’ attendance at meetings during the year is set out in the table below.
Director
Ninety One
plc
Ninety One
Limited
DLC Audit
and Risk
Committee
DLC Human
Capital and
Remuneration
Committee
DLC
Nominations and
Directors’ Affairs
Committee
DLC
Sustainability,
Social and Ethics
Committee
Gareth Penny 6/6 6/6 3/3 4/4
Hendrik du Toit 6/6 6/6 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 6/6 6/6
Key: attended/eligible to attend
In line with the provisions of the UK Code, an evaluation
of the Board, Board committees and Directors is
undertaken every year. In accordance with King IV, an
external evaluation is carried out by an external evaluator
every second year. Corpstat, a specialist company
secretarial and corporate governance advisory firm,
facilitated the Board evaluation for the financial year
2022. The financial year 2023 Board evaluation was
conducted internally by the Company Secretary using
an online questionnaire and covered focus areas such
as Board composition and skills, capacity and time
commitment, strategy, governance and organisational
processes and culture, ethics and relationships.
The results of the evaluation, including Board members’
comments in each area were presented to the Board at
its January 2023 meeting. The Board concluded that it
operates effectively with the breadth and skills it needs
to provide oversight, leadership, support and challenge
to the business.
Previous reviews had highlighted areas where
enhancements to Board processes and practices could
help embed the new Board including enhancements to
board reporting, additional updates between meetings
and further director development sessions. The 2023
review recommended increasing the number of
face-to-face meetings, providing management
with questions ahead of Board meetings to facilitate
discussions and further improvement in the timeliness
of meeting papers. Focus areas for the coming year
also included continued work on succession planning.
Board evaluation
Strategic ReportGover nanceFinancial StatementsAdditional Information
71
Corporate Governance Report
Effective leadership
The Board’s primary role is to provide leadership to the
Group, to set Ninety One’s long-term strategic objectives
as well as its purpose and values, and to develop robust
corporate governance and risk management practices.
Director appointments and time commitment
Information on Board appointments, training and the DLC
Board Diversity Policy can be found in the DLC Nominations
and Directors’ Affairs Committee report on pages 74 to 76.
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.
Information on Ninety One’s approach to recruitment,
development and retention more generally can be found
on pages 18 to 21.
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.
Group subsidiary governance
Ninety One is subject to regulation by various regulatory
bodies in the jurisdictions in which it operates. The nature
and extent of applicable regulation varies between
jurisdictions, but typically requires Group companies
to carry out specified activities to obtain and maintain
authorisation from one or more regulators to continue
those activities and, consequently, to comply with various
prudential and conduct of business rules, among other
requirements. Regulators also require the persons who
control authorised firms to obtain and maintain approval to
act as a controller. The Group’s Executive Directors and
members of executive and senior management serve as
Directors on the boards of Group companies and are duly
authorised to do so by the appropriate regulator.
Information and support available to Directors
The Board and all committees have access to sufficient
resources to discharge their duties, including independent
expert advice and the services of the company secretaries
of Ninety One plc and Ninety One Limited (together the
“Company Secretary”).
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 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.
Stakeholder engagement
The Board has ultimate responsibility for ensuring that the
Group is managed effectively and in the best interests of
Ninety One’s clients, people, shareholders, and other
stakeholders. The Board takes its responsibilities and duty
to our stakeholders 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 have 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.
The investor relations team 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.
Ninety One Integrated Annual Report 2023
72
Board activities
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
Strategy and business
development
ɼ Performance
ɼ Strategic and corporate
development initiatives
ɼ Sustainability
ɼ Approved Group strategy to promote long-term sustainable
success;
ɼ approved the prospect of a share buyback in principle;
ɼ approved a holding in excess of 30% under “Permitted Acquisition”
clause in Ninety One’s Articles; and
ɼ discussed advancing our sustainability agenda.
ɼ Clients
ɼ Our people
ɼ Shareholders
ɼ Society
Operational and
financial performance
ɼ Business updates
ɼ Operational performance
ɼ Budgeting and annual
reporting
ɼ Tax
ɼ Oversight of business performance against targets, budget
and strategy;
ɼ approved annual financial plan;
ɼ approved PwC’s inaugural audit plan for the year ended
31 March 2023;
ɼ approved Integrated Annual Report and interim financial
statements;
ɼ reviewed and confirmed the Dividend Policy and recommended
and approved final and interim dividends; and
ɼ reviewed and approved the Group Tax Strategy and Policy.
ɼ Clients
ɼ Our people
ɼ Shareholders
Governance and
stakeholders
ɼ Board and committee
effectiveness
ɼ Stakeholder engagement
ɼ Corporate policies
ɼ Approved the process for the Board’s annual effectiveness review;
ɼ reviewed the outcome, approved the actions, and confirmed the
Board’s effectiveness;
ɼ oversight of engagement with stakeholders, including our clients,
people, shareholders and society;
ɼ reviewed and approved the Sustainability and Stewardship report;
and
ɼ considered recommendations from each Board committee and
reviewed and approved the refreshed corporate policies.
ɼ Clients
ɼ Our people
ɼ Shareholders
ɼ Society
Risk management
ɼ Risk framework
ɼ Cyber and information
security risks
ɼ Fraud and financial crime risks
ɼ Oversight of key risks, Risk Appetite Policy and governance
framework;
ɼ oversight of information and cyber security and IT risk
management;
ɼ oversight of anti-bribery and corruption controls and policy;
ɼ assessed effectiveness of risk management and internal controls;
and
ɼ approved internal capital assessment framework and
wind-down plan.
ɼ Clients
ɼ Our people
ɼ Shareholders
ɼ Society
People and culture
ɼ Employee engagement
ɼ Diversity and inclusion
ɼ Workforce remuneration
ɼ Assessed and monitored the Group’s culture;
ɼ discussed employee engagement;
ɼ oversight of employee health and wellbeing; and
ɼ reviewed and approved the Board Diversity Policy and Group
diversity principles.
ɼ Clients
ɼ Our people
ɼ Shareholders
ɼ Society
Regulatory
ɼ Listing rules and requirements
and Market Abuse Regulation
ɼ Capital adequacy
ɼ Directors’ duties and
responsibilities
ɼ Oversight of regulatory engagement and the meeting of regulatory
requirements;
ɼ approved the Modern Slavery Policy and Statement;
ɼ approved the ICARA; and
ɼ reviewed Directors’ duties and responsibilities in particular those
attributed to section 172(1) of the UK Companies Act 2006.
ɼ Clients
ɼ Our people
ɼ Shareholders
ɼ Society
Strategic ReportGover nanceFinancial StatementsAdditional Information
73
The activities of the committee undertaken during the
year are detailed on page 75 and include oversight of the
internal evaluation on the effectiveness of the Board, its
committees and the Directors. The outcome of the Board
evaluation is set out on page 71 and the outcomes of the
committee evaluation can be found further on in this
report. The committee will monitor the implementation of
the evaluation outcomes and will report back to the Board
on any specific issues identified.
The Board recognises the importance of diversity at both
the Board and senior management levels. I am pleased to
report once again that the Ninety One Board is, and
continues to be, diverse across all metrics and has always
had an equal number of male and female directors, with
one of its female Directors also serving as the Finance
Director of the Group. The committee also plays an
important role in supporting the Board to ensure the long
term success of the business through a diverse workforce.
Details of Ninety One’s gender and ethnicity data can be
found in the People section of the Integrated Annual
Report on pages 20 to 21. The committee will continue to
focus its oversight on executive succession planning and
on management’s efforts to ensure greater diversity at the
below-Board level.
Gareth Penny
Chair of the DLC Nominations and
Directors’ Affairs Committee
Dear stakeholder,
I am pleased to present this report giving you an overview
of the work of the DLC Nominations and Directors’ Affairs
Committee for the financial year ended 31 March 2023.
The committee’s continued focus has been to support
the Board in ensuring that the Board and its committees
have the right composition, balance of skills, knowledge,
experience and diversity to oversee the implementation
of Ninety One’s strategic objectives and to navigate key
challenges. The committee is responsible for succession
planning and the leadership needs of the organisation.
The committee reviewed the membership of the Board
and each of its committees and recommended that
the Board composition remain the same. In reviewing
the independence of the Non-Executive Directors and,
following the amendment of the relationship agreement
with Investec which included removing Investec’s right
to appoint a non-executive director to the Board, the
committee determined that Khumo Shuenyane could
now be considered independent. The committee also
recommended to the Board that he be appointed as a
member to the DLC Audit and Risk Committee replacing
Idoya Basterrechea Aranda from 1April 2023. On behalf of
the Board. I would like to thank Idoya for her contributions
to the DLC Audit and Risk Committee.
The role of the committee is to ensure that
Ninety One continues to have an inclusive
and high-performing leadership.
DLC Nominations and Directors’
Affairs Committee Report
Ninety One Integrated Annual Report 2023
74
Role and responsibilities
The committee’s responsibilities include regularly reviewing
the size, structure and composition of the Board and its
committees, as well ensuring that the Board and its
committees have the right balance of skills, experience
and knowledge to support and sufficiently challenge
management in relation to Ninety One’s strategic
objectives. The committee is also responsible for ensuring
that the Ninety One Board is sufficiently inclusive and
diverse in terms of both gender and ethnicity and takes
an active role in setting and overseeing diversity
objectives and strategies for the Group as a whole.
The committee also keeps under review Ninety One’s
succession plans at the Board and executive levels.
Committee membership
Membership of the committee remains unchanged
comprising three Non-Executive Directors and chaired by
the Chairman of the Board, Gareth Penny. Biographical
details and experience of the committee members
can be found on pages 68 to 69 and details of meeting
attendance can be found on page 71. All Non-Executive
Directors have a standing invitation to attend committee
meetings and the Executive Directors and General Counsel
are regularly invited to attend.
The committee reports and updates the Board on its
activities after every meeting.
Board and committee composition
In its annual review of the structure, size and composition
of the Board, the committee was satisfied that the Board
continues to be effective in supporting the delivery of
Ninety One’s long term success for the benefit of all
stakeholders. The committee also concluded that the
current membership of the Board is appropriate and that
no additional Board members are required at this time.
Except for changes to the DLC Audit and Risk Committee
detailed below, the committee recommended no other
changes to the composition of the Board committees.
Director time commitments and
independence
The committee supports the Board by ensuring that the
Directors have sufficient time to meet their Board and
committee obligations. The key external appointments of
all Directors are set out on pages 68 to 69. The committee
assessed and confirmed to the Board that the Directors
were fully engaged and effectively discharged their
obligations.
The committee also assesses the independence of each
Non-Executive Director before they are proposed for
re-election by the shareholders at the AGM. In respect
of Khumo Shuenyane, the committee noted the reduction
in Investec’s shareholding in Ninety One in May 2022,
as well as the removal of Investec’s right to appoint a
non-executive director to the Board. In light of this
development, and after careful consideration, taking into
account the requirements of the applicable corporate
governance codes, the JSE Listings Requirements and
Section 94 of the South African Companies Act, the
committee was able to recommend to the Board that
Khumo be designated an independent Non-Executive
Director.
The committee is satisfied that all of the Non-Executive
Directors are independent, being independent in character
and judgement and being free from any matter that is
likely to affect, or could appear to affect, their judgement.
On this basis, the committee was able to recommend that
all Directors seek re-election at the 2023 AGM.
Key activities in the financial year
During the year, the committee addressed the following areas of responsibility:
May 2022 September 2022 January 2023
Board and committee composition, size and skills
Independence of Non-Executive Directors
Qualification of the DLC Audit and Risk Committee members
Review of Director time commitments
Succession planning
Diversity review and Diversity Policy
Board effectiveness review
Committee evaluation
The committee reviewed its terms of reference prior to being approved by the Board and these can be found at
www.ninetyone.com.
Strategic ReportGover nanceFinancial StatementsAdditional Information
75
DLC Nominations and Directors’ Affairs Committee Report
Board skills, knowledge and experience
On an annual basis, the committee assesses the
composition of the Board and its committees in terms
of having the right balance of skills, experience and
knowledge to support the achievement of Ninety One’s
strategic objectives. In respect of the Board, the committee
did not identify any material gaps and is satisfied that the
Board as a whole has the relevant skills and experience to
support Ninety One.
The committee also considered the skills and experience
of the Directors on each of the Board committees.
In respect of the DLC Audit and Risk Committee, the
committee assessed that the members are skilled and
experienced, but given its broad remit, the presence of a
qualified accountant would further strengthen it. For this
reason, the committee having assessed that Khumo could
be considered an independent Non-Executive Director,
recommended to the Board that he be appointed to the
DLC Audit and Risk Committee as of 1 April 2023. Idoya
Basterrechea Aranda stepped down from the committee
on 31 March 2023.
Succession planning
The committee regularly reviews succession plans for the
Board and senior management. In respect of the Board,
the committee recognises that the current tenure of
the Non-Executive Directors does not necessitate any
immediate action, but it remains cognisant of the need to
ensure that changes to the Board are proactively planned
and coordinated.
In respect of senior management, the committee regularly
reviews senior management succession plans to ensure
that Ninety One has not only identified a cohort of people
who are most likely to lead the organization into the future,
but that their ongoing development needs are regularly
assessed and appropriate plans implemented.
Succession planning will remain an area for focus for the
committee and in particular executive succession planning.
Diversity
The Board and committee recognise the importance of
diversity and inclusion across all metrics in the workplace
as making great business sense. Since listing, the Ninety
One Board has an equal split of male and female Directors
and in this regard exceeds the minimum gender balance
requirements (40%) of the FTSE Women Leaders Review.
In addition, there is strong ethnic representation on the
Ninety One Board (two directors are from a non-white
ethnic background) and the role of the Finance Director
is held by a woman.
Ninety One’s efforts to ensure it maintains its competitive
advantage through a diverse and inclusive workforce, and
details of our gender and ethnic diversity can be found on
pages 20 to 21 of the Strategic Report.
Board training and development
The Directors of Ninety One are keen to ensure that they
continue to stay abreast of developments and changes in
the industry and wider market that impact the business of
Ninety One. This has been a year of particular economic
volatility and changes in the regulatory landscape in
relation to sustainability continue at a pace. The Board
holds regular training and development sessions to
ensure that Non-Executive Directors have a detailed
understanding of the business to help them better support
and challenge the Executive Directors in relation to setting
and implementing strategy.
The Directors are also provided with regular legal and
governance updates with regard to the discharge of their
duties and responsibilities as Directors.
Board and committee effectiveness review
This year the Board and each of its committees were
subject to an internal evaluation. This committee will
oversee the actions stemming from the review.
The internal evaluation concluded that the committee
continues to operate effectively and its work is highly
regarded by the Board. Some of the actions stemming from
the report include a more in-depth review of the Board’s
succession plans as it enters its fourth year and ongoing
director development sessions.
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76
In addition, the committee reviewed Ninety One’s global IT
strategy with a particular focus on fraud and cybersecurity.
Details of this important work can be found on page 63
of the Strategic Report.
Throughout the year, the committee received updates and
briefings from the external auditor and management on
regulatory changes and key developments, particularly on
the expected impact of the proposed corporate reforms
set out in the UK Government White Paper ‘Restoring trust
in audit and corporate governance,’ as and when
implementing legislation is passed.
Details of the committee’s membership can be found
on page 78. The committee recently welcomed Khumo
Shuenyane as a new member of the committee, effective
1April 2023. Khumo is a Chartered Accountant, a member
of the Institute of Chartered Accountants in England
and Wales and has extensive financial and commercial
expertise and experience from which the committee
can benefit. I would also like to thank Idoya Basterrechea
Aranda, who stepped down from the committee on
31 March 2023, for her contribution over the last three
years. Biographical details and experience of all the
committee members can be found on pages 68 to 69
and details of meeting attendance on page 71.
The Board and its committees were subject to an internal
evaluation, details of which can be found on page 71.
The outcome of this committee’s internal evaluation can
be found on page 78.
Victoria Cochrane
Chair of the DLC Audit and Risk Committee
Dear stakeholder,
I am pleased to present this report giving you an overview
of the work of the DLC Audit and Risk Committee for the
financial year ended 31 March 2023.
The committee has continued to play a key role in
supporting the Board to ensure the integrity of financial
and narrative reporting and in reviewing and monitoring
the adequacy and effectiveness of Ninety One’s risk
management and internal control framework, as well
as the activities of the internal audit function and
external auditor. In addition, and as reported last year,
PricewaterhouseCoopers plc (“PwC”) was appointed as
Ninety One’s new external auditor and the committee
oversaw the successful transition from KPMG to PwC.
Ninety One is committed to supporting net-zero emissions
by 2050 and is a member of the Net Zero Asset Managers
Initiative. The committee’s role in supporting Ninety One
in this objective is to consider aspects of carbon-risk
management as well seeking information from the DLC
Sustainability, Social and Ethics Committee as to its
oversight of the Group’s ESG activities. The committee
has also discussed with PwC as to how and to what
extent climate-risk impacts the financial statements. Even
as we see companies increasingly report on ESG and
sustainability, there is continuing fragmentation around
the world in terms of which standards and frameworks are
used. However, with the launch of ISSB standards we expect
that there will be greater consistency of reporting, which will
allow for more effective assurance. We have commenced
engagement with an external assurer for a review of our
sustainability reporting, as part of our preparations for
external assurance in the future.
The committee reviewed and recommended Ninety One’s
Risk Appetite policy for consideration and approval by the
Board, which covers the principal risks that Ninety One
forsees in delivering its strategic objectives.
The committee is responsible for overseeing the
integrity of Ninety One’s financial statements and
the adequacy and effectiveness of its systems
of internal control and risk management.
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Committee Report
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Committee membership
The committee is comprised solely of independent
Non-Executive Directors as follows:
ɽ Victoria Cochrane – chair since 2019
ɽ Colin Keogh
ɽ Idoya Basterrechea Aranda (resigned 31 March 2023).
Following the Board’s decision to redesignate Khumo
Shuenyane as an independent Non-Executive Director, he
was appointed as member to the committee as of 1 April
2023. The Company Secretary acts as secretary to the
committee. The Board confirmed that it considered all the
members of the committee, including the chair, to have the
relevant experience in discharging their duties.
All Non-Executive Directors have a standing invitation to
attend committee meetings and the committee regularly
invites the Chief Executive Officer, Finance Director,
General Counsel and Heads of Finance, Internal Audit
and Compliance and the external auditors, to attend.
The chair held regular meetings with the Finance Director
and Head of Finance and the committee regularly holds
private and separate discussions, without the presence
of management, with the lead audit partners from PwC,
General Counsel and Heads of Compliance and
Internal Audit.
The committee provides the Board with regular updates on
the issues discussed at each committee meeting and any
matters arising from either the internal or external audit.
The 2022 internal evaluation of the committee, facilitated
by the Chairman of the Board, confirmed that the
committee continues to operate efficiently and
effectively with no significant matters raised.
Role and responsibilities
The Board has delegated specific responsibilities to the
committee, which are set out in detail in the committee’s
terms of reference. The information in this report and as
detailed in the following pages sets out how the committee
has discharged its responsibilities in respect of certain
key matters.
Financial reporting and financial controls
One of the committee’s principal responsibilities is to
review and report to the Board on the clarity and accuracy
of the financial statements, including the Integrated Annual
Report and the interim financial statements and
announcements.
As part of these reviews, the committee received papers
and updates from the Finance Director, members of the
finance team and PwC on the suitability of, and any
changes in, accounting policies, areas of significant
judgement and estimates, keys risks facing the Group,
going concern considerations and long-term viability.
Following discussions with management and PwC, the
committee agreed an accounting change to the cash flow
statement such that “net acquisition of linked investments
backing policyholder funds” is now reflected in “cash flows
from operating activities” rather than “cash flows from
investing activities” in the financial statements.
Key activities in the financial year
During the year, the committee reviewed its terms of reference prior to being approved by the Board and addressed the
following matters as prescribed by the committee’s terms of reference:
May 2022 June 2022 September 2022 November 2022 January 2023
Financial reporting and financial controls
Key accounting judgements and policies
Risk report, risk appetite and tolerances
Internal controls and risk management framework
Sustainability reporting
Review of Integrated Annual Report and interim
and final results announcements
Capital and liquidity tests
External auditor reports
Internal auditor reports
Regulatory and compliance reporting including
JSE proactive monitoring report
IT risks
Tax strategy, tax risks and updates
Policies
The committee’s terms of reference can be found at www.ninetyone.com.
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Ninety One will notify the JSE of the adjustment as required.
The committee was satisfied that the Finance Director has
the requisite experience and expertise.
The committee reviewed the findings of the JSE’s 2022
proactive monitoring report, as well as the previously
published information detailed in annexure 3 of the report.
The committee is able to confirm that the preparation
of Ninety One’s financial statements conform with the
findings in the JSE’s 2022 proactive monitoring report.
The committee also received detailed reports and
assurance from management and the risk function on the
effectiveness of the internal control environment in relation
to financial reporting, including those controls that might
have an impact on financial reporting. These controls are
also subject to an independent assurance process by both
Ninety One’s internal and external auditors. The committee
was satisfied that these controls can be relied upon to
prevent or timeously detect the unlikely event of a material
misstatement occurring.
Significant accounting estimates and
judgements
Any key accounting issues or judgements made by
management are monitored and discussed with the
committee. No significant judgements or estimates have
been identified in relation to the preparation of the
consolidated financial statements. Those areas of either
estimation or judgement not considered to be significant
but reviewed by the committee in respect of the 2023
financial disclosures remain relatively unchanged from the
2022 disclosures in which it was noted that no changes
were expected. Each of these areas is assessed by the
committee based on reports prepared by the finance
team. The external auditor considered each estimate
and judgement and presented its conclusions to the
committee. The areas of review are set out as follows:
Basis of consolidation
The committee reviewed the principles of consolidation
as detailed in the notes to the financial statements and
continues to be satisfied that the appropriate consolidation
principles have been applied in preparing the 31 March
2023 financial statements in accordance with IFRS.
Leases, pension schemes, fair value measurements
and other liabilities
The committee confirmed that there were no material
differences in relation to prior period estimates and
judgements and no change to the core principles applied in
each of these areas since the previous financial year end.
Alternative performance measures (“APMs”)
APMs are presented separately on pages 54 to 56 to
enable a clearer understanding of Ninety One’s operating
performance. Minor changes have been made to the APMs
to simplify the reconciliations since the previous year end,
but they have been used consistently for internal and
external reporting purposes during the past financial year.
The committee reviewed the use and disclosure of APMs
and was satisfied that these were appropriate and
presented clearly and concisely.
Going concern and viability statement
The committee reviewed the evidence and assumptions
underpinning the going concern assumptions and
disclosures used in preparing the financial statements and
making the statements in the Strategic Report on going
concern and long term viability. In particular, the committee
considered the application of various stress scenarios,
including plausible downside assumptions, the impact
on assets under management (“AUM”), Ninety One’s
profitability and known commitments. The committee
assessed Ninety One’s financial viability with reference to
its current position and strategy, the Board’s risk appetite,
Ninety One’s financial plans and forecasts, and its principal
risks and how these are managed.
The committee reviewed internal capital adequacy
assessments as required in both the UK and South Africa
and is satisfied that Ninety One is adequately capitalised.
The committee also came to the view that there was no
material impact on Ninety One’s capital requirements as
a result of any new regulation.
Based on its review and assessment and the assurances
provided by management, the committee was able to
recommend to the Board that it was appropriate to adopt
the going concern basis of accounting in preparing the
Integrated Annual Report and that the three-year period
for assessing viability was appropriate. The viability
statement can be found on page 56 together with details
of the processes, assumptions and risks that underpin it.
Tax strategy
Ninety One is committed to complying with its tax reporting
and payment obligations in a timely manner and to keeping
tax authorities up to date on major changes within the
business. The committee reviewed and approved the
Group’s Tax Strategy and Policy, noting Ninety One’s global
operations and exposures in various jurisdictions. The
Global Tax Strategy is publicly available on Ninety One’s
website at www.ninetyone.com.
Fair, balanced and understandable
At the request of the Board, the committee reviewed and
considered whether taken as a whole the Integrated
Annual Report is fair, balanced and understandable. The
committee used the guidance set out in the UK Code to
assess whether the Integrated Annual Report contained
the information necessary for shareholders to assess
Ninety One’s position, performance and business model.
In coming to its conclusion, the committee reviewed and
approved the processes in place to ensure consistency of
reporting throughout the Integrated Annual Report and
reviewed the findings of this process, which was led by the
Ninety One investor relations team and incorporated the
finance, company secretarial, legal and marketing teams.
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DLC Audit and Risk Committee Report
The committee received and assessed drafts of the
Integrated Annual Report in good time, which enabled it to
comment on and assess the Integrated Annual Report for
consistency of the narrative and the adequacy of
disclosures.
The committee presented its findings to the Board and
confirmed that based on its review and assessment, the
Integrated Annual Report for 2023 is fair, balanced and
provides sufficient information to shareholders to
understand Ninety One’s business model, position
and performance.
Risk and internal controls
The Board has delegated to the committee responsibility
for reviewing the effectiveness of Ninety One’s risk
management process and system of internal controls.
This covers all material controls including those that
mitigate financial, operational and compliance risks. These
controls are designed to provide reasonable assurance
against material misstatements or loss, and to manage
rather than eliminate the risk of failure.
In discharging its responsibility, the committee received
regular reports from internal audit, finance, risk, and
compliance, which it uses to continually review Ninety
One’s system of internal controls. The reports included
updates on Ninety One’s risk profile against appetite, key
risks and issues, emerging risks, and stress testing. These
reports enabled the committee to develop a cumulative
assessment and understanding of the effectiveness with
which internal controls are being performed and risks are
being mitigated by management across Ninety One.
The committee carried out a review of Ninety One’s Internal
Capital Adequacy and Risk Assessment Process (“ICARA”)
and was satisfied that the operational and finance stress
scenarios were appropriately calibrated and reflected
the risks facing the Group. They were further satisfied
that Ninety One would meet internal and regulatory
requirements for capital and liquidity in such scenarios.
The committee was also briefed on the operational
resilience framework and enhancements made to Ninety
One’s contingency plans and risk mitigation strategies
to meet new and evolving regulatory requirements.
The committee accepts that Ninety One will not be able
to prevent all disruptions, but response and recovery
strategies are sufficiently prioritised for important
business services.
The committee reviewed and approved the appropriateness
of various policies including those aimed at preventing and
combatting financial crime and fraud, such as the Anti-
Money Laundering Policy, the Anti-Bribery and Corruption
Policy and the Anti-Fraud Policy. The committee was
satisfied that Ninety One has processes in place to identify
activity linked to financial crime, globally.
Cybersecurity is identified as a principal risk both for Ninety
One and its clients. The committee remains alert to the
continuous monitoring of the external threat environment
to ensure that the management of cyber risk remains
appropriate to mitigate the continued and changing nature
of these threats. The committee received updates from the
Chief Technology Officer on Ninety One’s IT governance
and control environment, including the compulsory staff
training and development programme and is satisfied as
to the global effectiveness of Ninety One’s IT controls.
The committee received an update from the DLC
Sustainability, Social and Ethics Committee confirming the
adequacy of the Whistleblowing Policy, as well as reporting
and review processes under the policy.
The committee’s review and assessment led it to conclude
that Ninety One’s processes governing financial and
regulatory reporting and controls are effective. The
committee was also able to conclude that Ninety One’s
risk management framework encompassing its system
of internal controls and risk management processes are
both appropriate and satisfactory. A description of the
framework and the way in which risks are identified,
assessed, monitored and reported, as well as the
supporting system of internal controls, is set out
on pages 57 to 63.
Internal audit
The internal audit function is responsible for providing
independent and objective assurance to the committee
on the design and operating effectiveness of Ninety One’s
system of internal controls to mitigate risks, as well as the
governance framework, through a risk based approach.
The committee reviewed and approved the Internal Audit
Charter and plan and received regular reports on the
progress of, or changes to (which the committee also
approved), the audit plan including the re-prioritisation
of internal audit reviews, the outcome of all the reviews,
the status of management actions on identified issues in
the reviews, and any matters for approval or noting by
the committee. The chair, individually and with committee
members, held meetings with the Head of Internal Audit
without the presence of management. This aggregate
process allows the committee to consider the issues and
risks arising through discussions on key issues raised, and
actions by management to address any areas of weakness.
The committee also has responsibility for ensuring the
internal audit team is appropriately resourced and has the
authority to appoint or remove the Head of Internal Audit
who reports directly to the chair of the committee.
The Head of Internal Audit confirmed to the committee
that the team is sufficiently resourced and that team
members have the required qualifications and experience,
and attended training where required. In addition, the
internal audit function has access to any specialist skills,
where required (through co-sourced industry partners),
to ensure the independent oversight of the design and
effectiveness of Ninety One’s controls and processes.
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80
The committee also seeks feedback in the form of a
questionnaire completed by members of the committee
and senior executives that helps inform its review of the
effectiveness of the internal audit function.
Based on its engagement with the Head of Internal Audit, a
review of the reports received, a review of the annual audit
plan, and the Internal Audit Charter, as well as the feedback
in the questionnaire, the committee is satisfied with the
performance, progress and effectiveness of the internal
audit function.
Regulation and compliance
Throughout the year, the committee received regular
reports from the Head of Compliance addressing new and
developing material issues and global regulatory, legal and
compliance risks and themes, as well as updates on any
material breaches, errors or complaints and related actions
and outcomes. The committee was apprised of Ninety
One’s relations with regulators in various jurisdictions and
its comprehensive engagement on any material regulatory
initiatives and changes in the regulatory environment,
including those matters related to all of Ninety One’s
regulated entities. The committee also approved the
compliance monitoring plan, including the procedures for
compliance with global regulatory reporting requirements.
The committee is satisfied that the key compliance controls
are effective in managing principal risks.
External auditor
The committee has primary responsibility for overseeing
the important relationship with the external auditor,
including an annual assessment of its performance,
effectiveness and independence, and recommending
its re-appointment or removal. The committee is also
responsible for determining the external auditor’s
remuneration for the provision of both audit and
non-audit services.
Following a competitive tender in 2021, PwC was
appointed as the Group’s auditor for the financial year
ended 31 March 2023. Allan McGrath is the lead partner
in the UK and Chantel van den Heever is the lead partner
in South Africa and their reports to the committee are
combined reports in relation to the Group.
Annual review of PwC
For the committee, audit quality is one of the principal
requirements of the annual audit and, as such, the
committee undertakes a comprehensive annual
effectiveness review. In assessing the effectiveness of
PwC as the external auditor, the committee assessed
PwC’s performance against a number of requirements
including the appropriateness of the scope of the
proposed work plan and planning process for the delivery
of an effective and efficient audit, PwC’s fulfilment of the
agreed audit plan and any variations from it, including fee
variations and the effectiveness of the transition.
The committee regards the independence of the external
auditor as critical in safeguarding the integrity of the
audit process and undertook an annual review of auditor
independence. This included the arrangements PwC has in
place to restrict, identify, report and manage conflicts of
interest, consideration of the overall extent of the non-
audit services as well as a case by case approval of
non-audit services as appropriate. The Committee also
reviewed PwC’s independence letter which annually
confirms its independence and compliance with the
FRC’s Ethical Standard.
In assessing PwC’s effectiveness, the committee also
discussed the findings of the auditor effectiveness
evaluation completed by all members of the committee,
key executives, as well as key members of senior
management and those who have regular contact
with PwC.
Based on its review, the committee was able to conclude
that PwC performed the audit effectively, efficiently and to
a high standard. The committee was also able to conclude
that the two audit partners have both demonstrated that
they have the appropriate qualifications and expertise.
The committee is also satisfied that PwC is sufficiently
independent and that Ninety One has an appropriate
policy in place in relation to the employment of former
members of the audit team. Accordingly, the committee
has recommended to the Board that PwC be reappointed
as auditor to Ninety One for the year ending 31 March
2024, subject to approval at the 2023 AGM.
The committee has complied with the provisions of the
Competition and Markets Authority Order for the financial
year under review in respect to audit tendering and the
provision of non-audit services. The committee can
also confirm that there are no contractual obligations that
restrict the committee’s choice of auditor or a minimum
appointment period.
Non-audit fees
The committee approved certain non-audit services to be
provided by PwC that were not considered to undermine
the independence of the auditor and were approved in
accordance with the Non-Audit Services Policy. The
non-audit services provided by PwC are closely linked to
the statutory audit and mainly relate to evaluating the
fairness of the description and the design suitability of
Ninety One’s Control Activities in accordance with the
ICAEW Technical Release AAF 01/20 and the International
Standard on Assurance Engagements (“ISAE 3402”) and
regulatory reporting (including the FCA’s Client Money
and Asset Rules, where PwC continue to provide these
services).
PwC’s fees non audit work during the year amounted to
£714,772. Fees for the statutory audit for the year were
£1,197,750.
Fund audits are separate and not considered to be part
of this assessment.
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On behalf of the Board, the committee acknowledges the
work and commitment of the Sustainability team, led by the
Chief Executive Officer and Chief Sustainability Officer,
in advocating and influencing the need for a just transition
as well as an approach to reducing emissions in the real
world and not just reducing carbon in portfolios.
The committee reviewed the Broad-Based Black Economic
Empowerment (“B-BBEE”) targets and strategy and
is pleased to report that for the financial year 2023,
Ninety One is rated a Level 1 Contributor under the B-BBEE
scorecard. The committee also considered the work of the
Employment Equity Forum and how Ninety One discharged
its responsibilities as a responsible corporate citizen
through a range of corporate social investment (“CSI”)
activities directed at conservation, education and
community development.
The committee also reviewed Ninety One’s diversity
principles, corporate responsibility, health and safety
safeguards and stakeholder engagement.
The Board and its committees were subject to an internal
evaluation, details of which can be found on page 71.
The outcome of this committee’s internal evaluation
can be found on page 84.
Busisiwe Mabuza
Chair of the DLC Sustainability,
Social and Ethics Committee
Dear stakeholder,
I am pleased to present this report giving you an overview
of the work of the DLC Sustainability, Social and Ethics
Committee for the financial year ended 31 March 2023.
The committee assists the Board with oversight of
sustainability, social and ethical matters relating to Ninety
One. The committee’s responsibilities include oversight of
and reporting to the Board on management’s progress
against Ninety One’s sustainability commitments across its
sustainability framework, responsible corporate citizenship
and organisational ethics and stakeholder relationships.
In 2022, the committee oversaw Ninety One’s transition to
Sustainability 3.0, an approach focussed on achieving real
world impact. This year, the committee was informed
and kept updated on the ongoing work at Ninety One to
support investment teams to embed high quality ESG
integration, as well as ensuring a joined-up approach to
strategic engagement across investment teams. The
committee received case studies on Ninety One’s
engagement with specific high emitters in its portfolio,
including the challenges and the positive outcomes, and
how the committee and Board members could support
Ninety One’s activities using their breadth of experience
and knowledge.
The committee is also responsible for monitoring Ninety
One’s own scope 1 and 2 emissions plan and progress.
Details can be found in the Sustainability section of the
Integrated Annual Report on pages 24 to 50 together
with Ninety One’s TCFD disclosures.
The committee assists the Board with oversight
of sustainability, social and ethical matters
relating to Ninety One.
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Key activities in the financial year
During the year, the committee reviewed its terms of reference prior to being approved by the Board and addressed the
following matters as prescribed by the committee’s terms of reference:
May 2022 September 2022 November 2022 January 2023
B-BBEE – scorecard review
Corporate citizenship
Employment equity plan – review
Stewardship Policy and proxy voting guidelines
Group diversity principles
Health safety and environment
Labour, employment issues, culture and ethics
Modern Slavery Policy and Statement
Review and approval of corporate governance statement
Review of OECD recommendations and UN Global
Compact principles
Social and economic development report and strategy
Sustainability reporting including TCFD disclosures,
sustainability strategy and case studies
Stakeholder engagement
Whistleblowing
Workforce engagement
The committee’s terms of reference can be found at www.ninetyone.com.
Role and responsibilities
The committee is responsible for monitoring Ninety One’s
compliance with the non-financial elements of its
sustainability, social and ethical commitments, targets
and performance.
The committee’s terms of reference inform its annual plan
and provide focus for each meeting. The resulting matrix is
a key tool to ensure that the committee meets its ongoing
monitoring obligations. The committee also reviews
all of Ninety One’s sustainability initiatives and the
implementation of those initiatives across the core
pillars of the sustainability framework.
The committee is satisfied that it has fulfilled its
responsibilities for the year according to its annual
plan and terms of reference.
Committee membership
The membership of the committee remains unchanged.
The majority of the members are independent Non-
Executive Directors: Busisiwe Mabuza, the designated
chair, and Gareth Penny. Hendrik du Toit, the Chief
Executive Officer, is also a member of the committee.
Biographical details and experience of the committee
members can be found on pages 68 to 69 and details
of meeting attendance can be found on page 71.
All Non-Executive Directors have a standing invitation to
attend committee meetings and the committee regularly
invites the Finance Director, the Chief Sustainability
Officer, the Head of Human Capital and General Counsel
to attend. 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
activities after every meeting.
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The 2022 internal evaluation of the committee, facilitated
by the Chairman of the Board, confirmed that the
committee operates efficiently and effectively and
welcomed the case studies presented by management
as part of the committee and Board’s continuous learning
of the ESG issues being addressed by Ninety One. The
evaluation also highlighted the importance of the feedback
from the Senior Independent Director on matters related
to workforce engagement.
Sustainability
During the year, the committee reviewed the Group’s
sustainability strategy and objectives and monitored Ninety
One’s progress in implementing the strategy across the
business. The committee reviewed the TCFD framework
and Ninety One’s progress in relation to meeting all the
TCFD recommendations, as well as Ninety One’s strategy
commitments, targets and performance related to safety,
environment and other sustainability matters, including
climate change.
Once again, the committee reviewed Ninety One’s
advisory resolution to be presented to shareholders to
approve Ninety One’s climate strategy as set out in the
Sustainability and Stewardship Report 2023. This is also the
first year that Ninety One’s TCFD reporting and disclosures
are set out in the Integrated Annual Report on pages 39 to
50. The committee also reviewed and provided comment
on Ninety One’s Sustainability and Stewardship Report
prior to publication.
The committee received regular updates on the work of the
Sustainability team in relation to ensuring ESG integration
within the lifecycle of Ninety One investment decisions and
the introduction of new sustainable investment products.
It also received reports on the work being undertaken
by Ninety One on an international level to both lead and
influence the need to address real-world decarbonisation
and support the emerging market transition.
Social and economic development
The committee reviewed Ninety One’s alignment with the
goals and purpose of the principles of the United Nation’s
Global Compact and was satisfied that the business is
wholly committed to these principles with respect to
human rights, labour, environment and anti-corruption.
The committee reviewed and approved Ninety One’s
Modern Slavery Policy and Statement. The committee
also reviewed Ninety One’s processes for ensuring
that Ninety One’s supply chain is free of slavery and/or
human trafficking and that its suppliers provide the same
assurances. The committee noted the evaluation and
oversight processes in place across the business in
relation to third-party relationships.
The committee reviewed the OECD recommendations
regarding anti-corruption and noted that Ninety One’s
global policies are in line with these recommendations.
South African Employment Equity Act
and B-BBEE
The committee reviewed the work undertaken by the
South African Employment Equity Forum. This included
the Employment Equity Plan that guides Ninety One in
implementing locally relevant diversity programmes
in line with its global diversity principles.
The committee reviewed diversity statistics and initiatives
aimed at ensuring a diverse and inclusive workforce across
Ninety One, details of which can be found on pages 20 to
21 of the Strategic Report.
The committee reviewed the annual transformation report
with regard to Ninety One’s B-BBEE scorecard and recent
developments with respect to compliance with relevant
legislation, regulations and industry codes. The committee
noted the Level 1 rating and continued commitment to
ensuring the retention of this level for the overall South
Africa listed business.
On a global basis, the committee was satisfied that the
measures being undertaken to ensure diversity and
inclusion, equality and transformation were appropriate
and complied with relevant legislation.
Corporate citizenship
The committee reviewed the various initiatives across the
Group with regard to Ninety One’s commitment to acting
responsibly and in a socially responsible and compliant
manner. The committee reviewed Ninety One’s new and
ongoing initiatives in place to support the safety and
well-being of its workforce as set out in detail on pages
18 to 21 of the Strategic Report.
The committee noted the various CSI initiatives in place
and continued commitment to match charity giving by
our people.
DLC Sustainability, Social and Ethics Committee Report
Ninety One Integrated Annual Report 2023
84
Safety, health and environment
The committee reviewed Ninety One’s global health and
safety procedures to provide and maintain a safe working
environment across all its offices.
The committee reviewed the Whistleblowing Policy and
received updates on any whistleblowing complaints, as well
as the range of mechanisms that our people are able to use
to raise concerns and issues.
The committee also reviewed Ninety One’s operational
carbon footprint resulting from energy usage, as well as
the various initiatives in place to reduce this.
Stakeholder relationships
The committee reviewed and reported to the Board on
Ninety One’s engagement with stakeholders within the
committee’s remit in accordance with section 172 of the UK
Companies Act. Details of Ninety One’s engagement can
be found on pages 16 to 17 of the Strategic Report.
Labour, employment issues, workforce
engagement, culture, and ethics
The committee received updates on workforce
engagement initiatives from the Lead/Senior Independent
Director, in his capacity as the Non-Executive Director
responsible for workforce engagement, as well as from
the Head of Human Capital. The committee reviewed
and approved the extensive programme of workforce
engagement and received updates on workforce training
and development, as well as the leadership development
programme. Details of Ninety One’s workforce
engagement initiatives can be found on pages
18 to 21 of the Strategic Report.
The committee reviewed Ninety One’s diversity principles
that underpin the cultural philosophy to ‘do the right thing’.
The committee was satisfied that Ninety One’s cultural and
ethical values contribute to the success of the Group and
have a positive impact on the communities that benefit
from Ninety One and its staff’s CSI activities.
The committee reviewed and satisfied itself that Ninety
One’s workforce policies and procedures align with the
International Labour Organisation’s Declaration on
Fundamental Principles and Rights at Work.
Strategic ReportGover nanceFinancial StatementsAdditional Information
85
Dear stakeholders
I am pleased to present our Directors’ Remuneration
Report for the financial year 2023, being Ninety One’s third
full year as an independent listed business. In financial year
2023, the business has demonstrated its resilience in a
challenging market environment. Notwithstanding the
headwinds, the business has remained focused on its
strategic priorities, investing for growth within its current
capability set and continuing to advance its wide-ranging
sustainability initiatives. Ninety One has strategic clarity
and remains confident that these investments position
Ninety One strongly when macro-economic conditions
improve.
Overview of executive remuneration for the
financial year 2023
The market environment in financial year 2023 proved
challenging across asset classes, with both AUM and
earnings impacted by structural headwinds, including an
unusual inflationary environment. Notwithstanding significant
client engagement and excellent long-term investment
performance, macro-economic conditions adversely
impacted risk appetite amongst clients, resulting in net
outflows for the year. Key performance outcomes include:
ɽ Adjusted EPS of 17.3p, down 9.8% for the financial year
(2022: 19.2p);
ɽ net outflows of £10.6 billion (2022: net inflows of
£5.0billion);
ɽ weighted investment outperformance of 74.4% over the
three financial years 2021-2023; and
ɽ significant progress toward long-term strategic
priorities, particularly in ensuring that sustainability is at
the core of our business and investing for growth in our
current investment capability set (see pages 101-103 for
further details).
Against the backdrop of this performance, the committee
determined that the formulaic outcome under the
Executive Incentive Plan (“EIP”) scorecard was 48.0%
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.
As a result, the committee concluded that the formulaic
outcome provided a fair reflection of performance
achieved, and granted awards on this basis.
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 2023 financial results had
been announced and will be subject to vesting and
mandatory retention periods as prescribed under the
current Directors’ Remuneration Policy (the “2020 Policy”).
A full disclosure of the financial and non-financial outcomes
relative to targets and metrics is provided on pages 101 to 103.
The Directors’ Remuneration Report
sets out our approach to remuneration
for Ninety One’s people and Directors
for the financial year 2023.
DLC Human Capital and Remuneration
Committee Report
86
Ninety One Integrated Annual Report 2023
Overview of the Directors’ remuneration
for the financial year 2024
New Directors’ Remuneration Policy
Financial year 2023 was the final year of implementation
for the 2020 Policy. At the 2023 AGM, to be held on
26 July 2023, we will submit to shareholders our new
Directors’ Remuneration Policy (the “2023 Policy”) for
approval. This will be our second policy since Ninety One
listed as an independent company in March 2020.
I am pleased to share with you in this report the details of
the 2023 Policy, which is, by and large, identical to the
2020 Policy that was approved by shareholders at the
2020 AGM. The 2020 Policy has received strong support
from shareholders over the past three years, both in terms
of its design, and also its implementation by the committee.
The committee is satisfied that the 2020 Policy has operated
well in a variety of different performance environments,
ensuring that executive remuneration has been aligned
with performance achieved, whilst taking into account the
shareholder experience. Against this backdrop we have
determined to continue with the current remuneration
framework, which has the support of our shareholders.
Key activities in the financial year 2023
During the financial year 2023, the committee’s key activities included reviewing, and where applicable approving,
the following:
Activity
April
2022
May
2022
September
2022
January
2023
February
2023
The Directors’ Remuneration Report for inclusion in the
Integrated Annual Report 2022
Shareholder feedback following the AGM and governance
roadshows
Executive Director remuneration outcomes for financial
year 2022
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
Central and independent review of the implementation of
the remuneration policy for the wider workforce
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
Remuneration committee annual evaluation
Formulating the 2023 Policy
In formulating the 2020 Policy, the committee engaged widely, taking into account corporate governance rules and
guidelines, market data, and specialist advice. It also specifically sought shareholder feedback before the 2020 Policy
was presented for approval. This engagement process has been refreshed for the purposes of the 2023 Policy.
External guidance taken into account include:
ɽ Market practice and peer data;
ɽ advice from our independent remuneration advisors, Deloitte LLP;
ɽ advice from legal counsel, Linklaters LLP and ENSafrica; and
ɽ corporate governance standards in the UK and South Africa.
Factors specific to Ninety One include:
ɽ The instrumental roles the Executive Directors have played in founding and growing Ninety One, as well as their unique
and enduring roles in ensuring the stability and development of the senior management team, which supports the
continuity of Ninety One’s long-term strategy and ultimately delivering value for shareholders. This was an important
factor in setting the fixed remuneration levels and the variable remuneration opportunities under the 2020 Policy and
remains so under the 2023 Policy.
Strategic ReportGover nanceFinancial StatementsAdditional Information
87
ɽ The Executive Directors have significant equity
exposure to Ninety One via their participations in the
Marathon Trust being equivalent to 2.49% in the case
of Hendrik du Toit, and 1.58% for Kim McFarland as at
31 March 2023. This was an important factor in the
structural design of the 2020 Policy and remains so
under the 2023 Policy.
The committee has been further guided by the following
key principles in designing first the 2020 Policy and,
subsequently, the 2023 Policy:
Simplicity, clarity and alignment with existing
remuneration philosophy
Ninety One strives to attract and retain the highest calibre
individuals who enjoy a sense of responsibility and
ownership. In support of this objective, Ninety One has
long-standing remuneration structures in place for the
wider workforce which are clear and simple, and which
also promote and protect Ninety One’s unique employee
ownership and culture. These structures have been
designed and implemented to align employee interests
with those of shareholders and clients, while supporting
the long-term sustainability of the business, and our culture
of good conduct and risk management.
We attach considerable importance to simplicity and
clarity and believe it is important that the 2023 Policy is
aligned with Ninety One’s existing remuneration philosophy.
To this end, the 2023 Policy proposes only two pay
components, namely fixed remuneration and a single
annual variable remuneration award. Variable remuneration
under the 2023 Policy incorporates both financial and
non-financial performance targets, which reflect the key
financial and strategic priorities for Ninety One. The
committee’s assessment of non-financial performance
specifically incorporates risk management and cultural
alignment factors. Furthermore, the malus and clawback
provisions that apply to the EIP awards ensure an
appropriate mechanism for risk adjustment. The range
of potential remuneration outcomes for the Executive
Directors is set out in the remuneration scenario charts
on page 96.
Competitive remuneration levels
Remuneration levels at Ninety One reflect both our pursuit
of excellence and commitment to organic business
building. In setting remuneration levels, truly exceptional
contributions are rewarded, recognising our competitive
positioning alongside local and international peers,
including those that are privately held.
Fixed remuneration levels reflect the relative skills and
experience of the Executive Directors. In line with typical
asset management pay structures, fixed remuneration is
set at a level that places a greater emphasis on variable
remuneration. The committee is proposing no change to
the Executive Directors’ current fixed remuneration, which
has remained the same since 2020. This approach is
consistent with Ninety One’s approach to the wider
workforce, where the fixed remuneration of higher
earners has typically stayed flat, while increases have
been reserved for lower earners who are more exposed
to the inflationary pressures on the cost of living. The
current Executive Directors will not receive any pension
benefits, and their employee benefits will be in line with
Ninety One’s wider UK workforce.
Variable remuneration opportunities under the 2023 Policy
remain unchanged and are capped at 800% of fixed
remuneration. Given the committee’s approach to fixed
remuneration, this means that the variable remuneration
opportunity in nominal terms remains flat. In setting
remuneration opportunities, the committee specifically
considered the historical remuneration levels of the
Executive Directors at Ninety One, industry benchmarks for
both listed and unlisted peers and total remuneration levels
of other senior management at Ninety One.
I note the feedback received from some proxy advisory
agencies regarding the potential quantum of variable
remuneration under the 2020 Policy, however I remind
shareholders of the pay dynamics of the asset management
industry where fixed remuneration is kept low, while
variable remuneration can be outsized if performance
has been stretching. This pay model means that a greater
proportion of executive total remuneration is directly
linked to performance achieved. This creates significant
alignment between the Executive Directors and
shareholders.
My commitment to shareholders is that maximum variable
remuneration outcomes will only be awarded for the
achievement of stretching financial and non-financial
performance, in line with Ninety One’s long-term strategy.
The committee is committed to implementing the 2023
Policy in a way that ensures that executive remuneration is
aligned with performance achieved and also takes into
account the shareholder experience.
In setting performance targets under the 2023 Policy, the
committee has been guided by the importance of ensuring
that performance and remuneration outcomes are aligned.
The committee has identified a range of performance and
remuneration outcomes which should ensure that the
Executive Directors continue to be incentivised to deliver
long-term value for shareholders. Notwithstanding the
targets set, the committee retains discretion under the
2023 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.
Link to strategy and long-term alignment
with shareholders
The 2023 Policy has been formulated to closely align with
the overall remuneration philosophy at Ninety One, while
recognising shareholder expectations for a listed company.
The reason for selecting a single incentive model over the
more widely used long-term and short-term incentive
structure is the considerable alignment that already exists
between the Executive Directors and shareholders,
principally through their significant equity exposure to
Ninety One via their participations in the Marathon Trust.
DLC Human Capital and Remuneration Committee Report
Ninety One Integrated Annual Report 2023
88
Ninety One is committed to profitably growing and
continuing to create long-term shareholder value through
the consistent quality of our client servicing and
differentiated investment offering. The committee will
select measures and targets which are aligned with our
strategic priorities, in order to incentivise the Executive
Directors in a way that will deliver value over the long term.
The committee has created this long-term incentivisation
by setting the lifespan of any one award at eight years,
being the period from the start of the performance period
through to the end of the required holding period for
that award.
2023 Policy summary
For the purposes of the variable remuneration element of
2023 Policy, the committee proposes a continuation of the
EIP that was introduced under the 2020 Policy. Under
the EIP, each of the Executive Directors will be eligible to
receive an annual single incentive award, which has both
long-term and short-term elements. The long-term
element will comprise 55% of the award and be subject
to performance assessment over three financial years,
on a trailing basis, while the short-term element will comprise
45% of the award and be subject to performance
assessment over the most recent financial year.
Each EIP award will be based 75% on financial/quantitative
performance (comprising 55% long-term performance and
20% short-term performance) while 25% of the award will
be based on non-financial/qualitative performance (all
short-term performance). For both long-term and short-term
financial performance, the measures will include adjusted EPS
(50% weighting), net flows (12.5% weighting) and investment
performance (12.5% weighting). The targets for the
performance measures will be set annually by the committee
for the relevant performance periods. The targets applicable
to the financial measures may differ between the long-term
and short-term performance elements, considering the
financial performance outlook for Ninety One.
The committee believes that the financial measures chosen
are consistent with the overall strategy of Ninety One.
In particular, adjusted EPS is the single most important
indicator of business performance and has been weighted
accordingly. Growth in adjusted EPS will be measured on a
nominal basis for targets to be set under the 2023 Policy.
This represents a philosophical change from the 2020
Policy, which is in line with market practice and which the
committee further believes is appropriate in light of the
extraordinary inflationary environment in the UK. Although
the committee does not intend to reset the real adjusted
EPS growth targets set for financial years 2024 and 2025,
the committee does intend to recognise the impact of the
current inflationary environment on performance for
these periods.
Net flows and investment performance are the other key
drivers of value creation for Ninety One.
The non-financial measures chosen each year by the
committee will ensure an appropriate focus on strategic
progress, sustainability, risk management, client outcomes,
people and culture.
Up to 50% of each EIP award will be payable in cash
following the end of the financial year, and at least 50%
will be deferred into Ninety One shares for three years.
Following the end of the deferral period, 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. Awards will be subject to
malus and clawback provisions as follows:
Applicable clawback period
Cash element of EIP award ɼ 3 years from payment date
Deferred element of
EIP award
ɼ 8 years from grant date for 50%
of the deferred element; and
ɼ 10 years from grant date for the
remaining 50%
Corporate governance
The committee is satisfied that the 2023 Policy meets
the requirements of corporate governance codes in
both the UK and South Africa. In particular, the 2023
Policy incorporates features which enhance the
positive alignment between the Executive Directors and
shareholders. Further, the committee has been mindful of
shareholder guidelines on remuneration and will continue
to take these into account in fulfilling our duties in relation
to remuneration for the Executive Directors and for the
wider workforce.
Shareholder voting on remuneration
The 2020 Policy was approved by shareholders at the
2020 AGM and we were pleased to receive strong support
from shareholders, with 91.57% voting in favour. The
Remuneration Report has also received strong support
over the years, as set out below.
To approve the Remuneration Report
2022 AGM
Votes for 97.49%
Votes against 2.51%
Votes
for
Votes
against
2020 AGM 94.07% 5.93%
2021 AGM 98.33% 1.67%
2022 AGM 97.49% 2.51%
To approve the Directors’ Remuneration Policy
2022 AGM
Votes for 94.37%
Votes against 5.63%
Votes
for
Votes
against
2020 AGM
(binding) 91.57% 8.43%
2021 AGM
(non-binding) 96.14% 3.86%
2022 AGM
(non-binding) 94.37% 5.63%
Strategic ReportGover nanceFinancial StatementsAdditional Information
89
DLC Human Capital and Remuneration Committee Report
The committee believes that the 2023 Policy will continue to incentivise the Executive Directors over both the long and
short term, which will support the continuity of Ninety One’s long-term strategy and ultimately deliver value for shareholders.
The committee is committed to implementing the 2023 Policy in a way that ensures that executive remuneration is aligned
with performance achieved and takes into account the shareholder experience. In this regard, the committee has been
pleased to maintain an ongoing dialogue with shareholders on the issues of remuneration and welcomes feedback at
any time.
We look forward to your support on the resolutions relating to our Directors’ remuneration at the 2023 AGM.
Colin Keogh
Chair of the DLC Human Capital and Remuneration committee
Illustration of the EIP
The graphic below illustrates an example of the operation of the EIP.
Growth in
adjusted EPS
Investment
performance
Net flows
Growth in
adjusted EPS
Investment
performance
Net flows
Growth in
adjusted EPS
Investment
performance
Net flows
Annual financial
performance
– above measures
Annual
non-financial
performance
Lifespan of a single award extends over eight years
Maximum
award 800%
of fixed
remuneration
50%
cash
50%
deferred
over
three years
50%
released
50%
released
Y1
Y4 Y5 Y6 Y7 Y8
Y2 Y3
55%
20%25%
Short- and
long-term
targets are
measured
to determine
the value of
the award
Up to 50%
of the
award
is paid
in cash
At least 50% of the award would be delivered as forfeitable
shares deferred until the end of year six. A further two-year
holding period would apply with shares being released 50%
at the end of years seven and eight respectively.
Long-term element measured on trailing
basis over the three years up to and
including the performance year
Short-term element measured annually
at the end of the performance year
Ninety One Integrated Annual Report 2023
90
Directors’ Remuneration Policy
Introduction and key principles
It is intended that the 2023 Policy will take effect from the
2023 AGM, subject to shareholder approval.
In determining the 2023 Policy, the committee discussed
the detail of the 2020 Policy and its operation since
adoption. Conflicts of interest were suitably mitigated
throughout the review process, and external perspective
and market insight provided by our independent advisors.
The committee also assessed the 2023 Policy against
the principles of clarity, simplicity, risk management,
predictability, proportionality and alignment to culture,
as set out in the Corporate Governance Code 2018.
Ninety One seeks to attract and retain the highest calibre
individuals who enjoy a sense of individual responsibility
and ownership. Results and relationships remain at the core
of our thinking. Our approach to remuneration is that it is an
important (but not the only) part of our employee value
proposition – designed to attract, retain and motivate staff
and to reinforce the behaviours needed to support our
culture and values over the short term and long term in a
risk conscious manner. Integral to the determination of
remuneration levels is the commitment to our culture in the
pursuit of excellence for our clients within an effective risk
management environment.
Ninety One’s remuneration policies are clear and transparent
– they are designed and implemented to align employee
interests with those of all stakeholders including our
shareholders and clients, and to support the long-term
success of our business.
The 2023 Policy has been formulated within the framework
of Ninety One’s overall remuneration philosophy. Under the
2023 Policy, the performance of the Executive Directors
will be assessed against financial and non-financial
measures, which are key drivers of Ninety One’s success.
The 2023 Policy has been developed taking into account
market data and competitor practice, corporate governance
requirements and shareholder expectations.
The 2023 Policy supports the long-term success of our
business by adhering to the following principles, in line with
corporate governance requirements:
ɽ It is simple, fair and transparent, with clear links between
Ninety One’s strategy and remuneration outcomes;
ɽ it is designed to promote our culture and values, with
an emphasis on risk management and conduct;
ɽ it aligns interests of Executive Directors with those
of shareholders and clients;
ɽ it emphasises the importance of non-financial drivers
for Ninety One’s long-term success; and
ɽ remuneration levels reflect our pursuit of excellence
for our clients and our commitment to organic business
building.
The overall framework of the 2023 Policy is consistent with
the 2020 Policy, with no major changes proposed. Minor
changes have been made to the 2023 Policy to reflect
evolving market practice and to ensure that it operates
effectively, particularly in respect of malus and clawback
and the measurement of adjusted EPS growth on a
nominal basis.
Strategic ReportGover nanceFinancial StatementsAdditional Information
91
Directors’ Remuneration Policy
Executive Directors – policy table
The Executive Directors’ remuneration has two main components, being fixed remuneration and variable remuneration in
the form of an annual single incentive award. A single incentive award was deemed appropriate given the significant direct
and indirect shareholdings of the Executive Directors in Ninety One. The Executive Directors are also eligible to participate in
HMRC-registered all-employee share plans. The following table sets out the 2023 Policy in relation to these components.
Full details of how the committee intends to apply the 2023 Policy in the financial year 2023 are contained in the Annual
Report on Remuneration.
Element and link to strategy Operation Opportunity Performance
Fixed remuneration
Fixed remuneration reflects the
relative skills and experience of, and
contribution made by, the individual.
Fixed remuneration is set at levels
that allow us to attract and retain
executives with the necessary skills
and experience to deliver strategic
objectives.
Fixed remuneration is delivered in cash
(base salary), with a portion sacrificed to
fund benefits.
Fixed remuneration will normally be
reviewed annually. Factors considered
in any review would include: the size and
scope of the role, business and individual
performance, affordability, increases
for the wider workforce and peer
comparisons.
Fixed remuneration adjustments would
typically be effective from 1 April.
The current fixed remuneration
for the Chief Executive Officer
is £666,000 per annum and
£533,000 per annum for the
Finance Director.
There is no overall maximum
opportunity or increase.
However, in awarding any
increase, the committee will be
mindful of any relevant factors,
which may include increases
for the wider workforce or
changes in scope of role.
Individual
performance
will be taken into
consideration
when awarding any
increase in fixed
remuneration.
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.
Benefits
To provide a market competitive level
of fixed remuneration that allows us
to attract and retain executives with
the necessary skills and experience.
Benefits reflect local market practice
and support health and wellbeing.
Ninety One offers a range of benefits
that currently includes private medical
insurance, disability insurance and life
cover, which are the benefits generally
offered to all Ninety One employees in
the UK.
The benefits provided may be subject
to amendment from time to time by the
committee within the 2023 Policy.
In addition, Executive Directors are eligible
for other benefits which are introduced
for the wider workforce, on broadly
similar terms.
These benefits are funded by
each of the Executive Directors
sacrificing a portion of their
fixed remuneration, although
the committee reserves the
right to operate an alternative
approach for any new
Executive Director.
The value of benefits
is dependent on each
Executive Director’s individual
circumstances. The committee
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.
Not applicable
Ninety One Integrated Annual Report 2023
92
Element and link to strategy Operation Opportunity Performance
EIP
Annual single incentive award that
rewards the delivery of key financial
and non-financial objectives that are
consistent with Ninety One’s strategy
and are measured over both long-
term and short-term periods.
Enhances Executive Directors’
alignment with shareholders via
appropriate performance measures
and through deferral into
Ninety One shares.
The EIP will reward performance, assessed
against financial/quantitative and non-
financial/qualitative measures, over the
current year and the preceding three-year
period.
The committee will set the long-term and
short-term performance measures, targets
and the weighting annually to reflect the
key financial and strategic priorities for
Ninety One. Performance conditions will be
determined and set subject to the following
parameters:
ɼ Not less than 75% of the overall award
will be based on financial performance
measures; and
ɼ not less than 55% of the overall award
will be based on long-term performance.
Award outcomes will be assessed annually
following year end, and will be based on a
formulaic application of the 2023 Policy,
with the committee retaining discretion
to consider performance holistically and
adjust formulaic outcomes to ensure that
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 plc 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 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 further detail on page 95.
Awards granted in respect
of each financial year will
be capped at 800% of fixed
remuneration (subject to
treatment in a change of
control event).
Performance will be measured
relative to threshold, target
and stretch achievement
levels. Award outcomes as a
percentage of the maximum
award opportunity will be as
follows:
ɼ threshold: 25%
ɼ target: 50%
ɼ stretch: 100%
Award outcomes will be
determined on a straight-line
basis for performance between
these levels.
The committee will
set the long-term
and short-term
performance
measures annually
to reflect the
key financial and
strategic priorities
for Ninety One.
The measures may
therefore vary from
year to year.
The details of the
measures are set out
in the Annual Report
on Remuneration on
page 109.
Ninety One’s HMRC registered Share Incentive Plan (“SIP”)
To increase the alignment of the
Executive Directors’ interests with
shareholders. May provide UK tax
benefits.
Executive Directors are eligible to
participate in Ninety One’s HMRC-
registered SIP, on the same terms as
other UK based employees.
Participation in the SIP is
subject to maximum limits set
by HMRC (e.g. the Executive
Directors may each buy shares
in Ninety One plc out of their
salary before tax deductions,
subject to a current limit of
£1,800 per year).
Not applicable
Strategic ReportGover nanceFinancial StatementsAdditional Information
93
Directors’ Remuneration Policy
Element and link to strategy Operation Opportunity Performance
Shareholding requirement
To maintain the alignment of the
Executive Directors with the long-
term interest of Ninety One and our
stakeholders.
Executive Directors are expected to build
and maintain an interest in Ninety One
shares, and to retain a portion of this
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 significantly 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.
Not applicable Not applicable
Explanatory notes to the table
Competitive positioning
Remuneration opportunities recognise our competitive
positioning alongside local and international peers,
including those that are privately held.
Wider workforce context
Ninety One’s wider workforce receives fixed remuneration,
which includes base salary, pension contributions (where
applicable) and other local employee benefits (which
typically includes private medical insurance, disability
insurance and life cover). Variable remuneration typically
takes the form of an annual discretionary award, which may
comprise both cash and deferred elements. Deferred
elements are normally invested in a combination of Ninety
One shares and funds, which cliff vest after three years and
are subject to malus and clawback provisions consistent
with those applicable to the Executive Directors.
Remuneration levels at Ninety One reflect both our pursuit
of excellence and commitment to organic business
building. In setting remuneration levels, truly exceptional
contributions are rewarded and individual variable
remuneration awards are not capped for the wider
workforce. Aggregate variable remuneration is however
subject to affordability considerations. In exceptional
cases, retention related share awards may also be granted
to employees other than the Executive Directors.
Performance measures
The performance measures for the EIP are set out in the
Annual Report on Remuneration. These have been chosen
to align with Ninety One’s key financial and strategic
priorities. Targets will be set taking into account both
internal and external factors which may include internal
benchmarks, and economic and market conditions. The
committee expects to measure performance against the
financial and non-financial measures set out below.
The committee shall retain discretion to select the most
appropriate measures at the start of a performance period,
to ensure these are aligned with Ninety One’s short-
and long-term objectives.
Ninety One Integrated Annual Report 2023
94
Financial/quantitative measures
Growth in adjusted EPS
Adjusted EPS (as defined on page 174) 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.
Net flows
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 primary metric to
monitor success.
Investment performance
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.
Non-financial/qualitative measures
These would typically include the following:
ɽ Key employee retention and succession planning –
retention and development of senior leadership team;
ɽ stakeholder relationships and reputation – positive
stakeholder outcomes – whether it is clients, employees,
regulators and the communities in which Ninety One
operates;
ɽ commitment to sustainability – progress against defined
objectives under Ninety One’s sustainability framework;
and
ɽ strategic progress – progress relative to strategic
initiatives specifically identified from time to time by the
Board. This could include growth initiatives in respect of
new products, strategies or geographies.
Ongoing regulatory compliance
In the event that regulatory requirements change, the
committee has discretion to make such changes as are
necessary to the 2023 Policy in order to ensure continued
compliance, even if a revised policy has not been tabled for
approval by shareholders. Any such changes would be
included in the next Directors’ Remuneration Report.
Prior arrangements
The committee reserves the right to honour any award
commitments made to Executive Directors prior to the
approval of the 2023 Policy (including exercising any
discretions available to it in connection with such
commitments), notwithstanding that these are not in line
with the 2023 Policy. This includes awards granted in
relation to periods prior to the listing of Ninety One or
prior to their appointment to the Board.
Malus and clawback
Malus will apply to the unvested deferred element of any
award under the EIP. Clawback will apply to both the cash
element and the vested deferred element of any award
under the EIP. The applicable clawback periods are
as follows:
Applicable clawback period
Cash element of EIP award ɼ 3 years from payment date
Vested deferred element of
EIP award
ɼ 8 years from grant date for 50%
of the deferred element; and
ɼ 10 years from grant date for the
remaining 50%
The circumstances in which the committee may consider
the application of malus and/or clawback are set out in the
EIP rules and can be summarised as follows:
ɽ A material misstatement of financial results;
ɽ an error in the assessment or calculation of award
outcomes, or such calculations being performed using
inaccurate or misleading information;
ɽ misbehaviour or material error committed;
ɽ failure to meet appropriate standards of conduct;
ɽ material risk management failures; and
ɽ exceptional events materially impacting the value
or reputation of Ninety One.
Exercise of discretion
The committee may exercise discretion under the terms of
the EIP, in addition to the discretions referred to elsewhere
in the 2023 Policy, in a number of key areas as follows:
ɽ The committee has an overriding discretion to consider
performance holistically and adjust formulaic outcomes
to ensure that final remuneration awards are aligned
with the sustainable performance of Ninety One and
our purpose to deliver value over the long term;
ɽ the committee also has discretion to adjust
performance conditions if anything happens that
causes it reasonably to consider that the amended
condition would be a fairer measure of performance;
ɽ the committee may adjust the timing of vesting, for
example it may delay vesting during a disciplinary review
or accelerate vesting in exceptional circumstances; and
ɽ the committee has standard discretions relating to share
awards, including discretion to adjust awards on a
variation in share capital or settle awards in cash in
exceptional circumstances.
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95
Directors’ Remuneration Policy
Remuneration scenario charts
The following charts illustrate the potential range of remuneration outcomes for each of the Executive Directors under
the 2023 Policy. The following scenarios are presented:
Fixed remuneration Variable remuneration
Deferral of variable
remuneration
Below threshold
Total fixed remuneration for
the financial year, consisting
of base salary plus benefits.
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
incentive will be paid in cash,
with the remainder deferred
into Ninety One plc shares.
These scenarios assume a
50% deferral rate.
Target Value of single incentive awarded
if on-target performance is
achieved, which is 50% of the
maximum opportunity.
Stretch Value of single incentive awarded
if stretch performance is
achieved, which is 100% of the
maximum opportunity.
0 1m 2m 3m 4m 5m 6m
Below threshold
Threshold
Target
Stretch
£
100% £666,000
£1,998,000
£3,330,000
£5,994,000
33.3% 33.3% 33.3%
20% 40% 40%
44.4% 44.4%11.1%
Chief Executive Officer
0 1m 2m 3m 4m 5m
6m
100% £533,000
£1,599,000
£2,665,000
£4,797,000
33.3%
33.3%
33.3%
20% 40% 40%
44.4% 44.4%11.1%
Finance Director
Below threshold
Threshold
Target
Stretch
£
Fixed Variable – cash element Variable – deferred element
These scenarios do not assume any share price growth 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.
Approach to recruitment remuneration
Remuneration for new Executive Directors will be consistent with the 2023 Policy, including maximum variable remuneration
opportunities. In setting fixed remuneration levels, the committee will consider the size and scope of the role, the skills and
experience of a candidate, and their existing levels of fixed remuneration.
Where applicable, awards may be granted to replace awards or amounts forfeited from a previous employer. In such cases,
the committee retains the discretion to grant awards on a comparable basis to the forfeited award(s) considering the time
horizons and performance conditions that applied. For internal candidates, unvested deferred awards granted in respect of
the prior role would continue to vest as per the original terms. These may be adjusted at the discretion of the committee.
Ninety One Integrated Annual Report 2023
96
Although the intention would be to offer any new Executive Director benefits as set out in the policy table on page 92,
the committee reserves the discretion to offer a new Executive Director additional benefits such as to cover relocation
expenses in order to facilitate their appointment.
To facilitate any buyout awards outlined above, the committee may grant awards to a new Executive Director, relying on
the exemption in the applicable Listing Rules, which allows for the grant of awards (including under any other appropriate
Ninety One incentive plan) to facilitate, in unusual circumstances, the recruitment of an Executive Director, without seeking
prior shareholder approval.
The fees payable to a new Chairman or Non-Executive Director would be in accordance with the 2023 Policy.
Service contracts and letters of appointment
The Executive Directors are the only Directors with service contracts, which set out their terms and conditions of employment.
These contracts are terminable by either party on six months’ written notice and do not have an expiry date. Service contracts
include a provision for a termination payment in lieu of notice (see further details below). The terms set out in the service
contracts for the current Executive Directors do not provide for any payments that are not in line with the 2023 Policy.
Service contracts for new Executive Directors will be consistent with the 2023 Policy, including notice periods and
payments in lieu of notice. The service contracts are available for inspection on request at Ninety One’s offices.
Non-Executive Directors have not entered into service contracts with Ninety One. They are appointed under a letter of
appointment under which their appointment is terminable 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. There are no obligations
within the Non-Executive Directors’ letters of appointment that could give rise to remuneration payments on termination or
payments for loss of office.
Policy on payments for loss of office
In the event of the termination of an Executive Director’s employment, any payments will be determined in accordance with
the 2023 Policy, and will be in line with the relevant Executive Director’s service contract and the rules of any relevant
incentive plans. The table below sets out a summary of Ninety One’s policy in relation to payments for loss of office.
Element Policy
Notice period Ninety One will have the ability to make a payment in lieu of notice equal to base salary only for any unexpired portion
of the notice period. Ninety One may also reserve the right to place the Executive Directors on garden leave during the
notice period. However, neither notice nor a payment in lieu of notice will be given in the event of gross misconduct or
gross negligence.
EIP awards Good leavers
1
who depart during a performance period, or after a performance period but prior to the grant of any
awards, may receive awards at the committee’s discretion, taking into account relevant factors including but not limited
to the Executive Director’s length of service and the circumstances of departure. In granting any awards in respect of
uncompleted performance periods, the committee will consider the Executive Director’s performance in the financial
year of departure in addition to their contribution towards long-term goals on such reasonable basis as it decides taking
into account performance to departure and, if it so decides, expected future performance, and any awards granted
would be pro-rated. In the financial year of departure, any awards granted shall not exceed the maximum variable
remuneration opportunity under the 2023 Policy. Those awards would normally be deferred per the normal vesting
schedule, although the committee retains discretion to accelerate the vesting schedule in exceptional circumstances.
Any such award would be subject to the normal malus and clawback provisions.
A good leaver holding awards would normally be entitled to retain their deferred awards, subject to the original terms
(including deferral and holding periods, and malus and clawback). The committee retains the discretion to accelerate the
vesting of unvested deferred awards in exceptional circumstances.
Unvested deferred awards for bad leavers will lapse in full.
Ninety One SIP Leaver treatment will be determined in accordance with HMRC-approved provisions.
Other The committee may make other limited payments in connection with a Director’s cessation of office or employment
including but not limited to paying any fees for outplacement assistance and/or the Director’s legal and/or professional
advice fees in connection with their cessation of office or employment, where the payments are made in good faith in
discharge of an existing legal obligation (or by way of damages for breach of such an obligation) or by way of settlement
of any claim arising in connection with the cessation of a Director’s office or employment.
1. Good leavers are individuals who are either not terminated for cause, or who do not leave to join a direct competitor of Ninety One.
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Directors’ Remuneration Policy
Change of control
On a change of control (for example, a takeover by an acquiring company), awards will vest or participants may be allowed
or required to exchange their awards for equivalent awards over shares in the acquiring company. Where awards vest on a
change of control, the extent of vesting will be subject to the committee’s discretion. If a change of control is due to occur
during a performance period or after a performance period but prior to the grant of any awards, then the committee may
measure performance early on such reasonable basis as it decides, taking into account performance to date and, if it so
decides, expected future performance, and pro-rated awards will then be granted in respect of each performance period,
conditional on the change of control occurring. In the case of any performance period where the short-term performance
targets have not yet been set, the short-term performance targets of the most recent financial year for which such targets
have been set will be used for that performance period.
Consideration of shareholder views
The terms of the 2023 Policy are consistent with the 2020 Policy, which has received strong shareholder support over the
past three years. In formulating the 2023 Policy the committee has proactively sought input from significant shareholders
and their feedback has been taken into consideration. We also welcome feedback from all shareholders at any time. The
committee’s proposal incorporates shareholder views and is an appropriate and effective incentivisation arrangement for
Ninety One’s Executive Directors in these unique circumstances.
Consideration of wider remuneration arrangements at Ninety One
In formulating the 2023 Policy, the committee has been mindful of the Ninety One remuneration policy that applies to
the wider workforce. Although employees have not been directly consulted in the development of the 2023 Policy, our
designated Non-Executive Director responsible for gathering workforce feedback, alongside the Workforce Engagement
Forum, engage directly with employees in the UK with respect to key issues relating to the business and report the findings
and relevant feedback to the Board. Both of these policies have been developed to align with our culture and reflect
our pursuit of excellence and commitment to organic business building. Please see page 94 for a description of how
remuneration for the Executive Directors aligns with Ninety One’s wider workforce remuneration. By specifically using a
single incentive model for the Executive Directors’ variable remuneration under the EIP, the 2023 Policy ensures that all
employees, including the Executive Directors, are incentivised in a similar way. The 2023 Policy contains some differences to
the wider workforce policy, notably that Executive Director variable remuneration opportunities are capped and determined
in a formulaic manner, subject to committee discretion. All discretionary variable remuneration awards, including those for
the Executive Directors, are funded from the same variable remuneration pool.
Since inception in 1991, Ninety One has been built upon a foundation of entrepreneurship, and it continues to operate with
this founder/owner mindset. On listing, Ninety One introduced new employee share schemes to enable the deferral of
variable remuneration into Ninety One shares. Ninety One also introduced an HMRC-approved SIP, which allows UK staff
to purchase shares in Ninety One, in a potentially tax advantaged way. Through these employee share schemes and the
participation of senior leadership in the Marathon Trust, people who work for the firm collectively own more than 28%
of Ninety One.
Non-Executive Directors – policy table
Element Policy
Fees Non-Executive Directors’ fees are industry competitive and reflect the skills, experience and time required to undertake their
roles. The fees cover the dual roles that the directors perform in relation to Ninety One plc and Ninety One Limited. Fees for the
Chairman are determined by the committee, while fees for other Non-Executive Directors are determined by the Board. Non-
Executive Directors do not participate in the determination of their own fees. Fees are paid in cash and reviewed annually.
Non-Executive Directors receive a basic annual fee. Fees are also payable for additional responsibilities, including to the
Chairman, the Senior Independent Director and for serving as a chairperson or member of major board sub-committees.
Remuneration for Non-Executive Directors will not exceed £5 million per annum in aggregate or such higher amount as may
be determined by an ordinary resolution of Ninety One.
Benefits
and Other
Non-Executive Directors are entitled to be reimbursed for all reasonable expenses properly incurred in the performance of
their duties (including any tax thereon) and to be provided with cover under Ninety One’s directors’ indemnity insurance.
The Non-Executive Directors are not entitled to receive any other benefits, bonuses or share awards.
Ninety One Integrated Annual Report 2023
98
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 2023.
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 2023, as well as
the financial year 2022 (in £’000).
EIP single incentive
2023
Salary/
fees Benefits
Total fixed
remuneration
Formulaic
outcome
Discretionary
adjustment
Cash
award
1
Deferred
award
2
Total variable
remuneration
Total
remuneration
Executive Directors
Hendrik du Toit 652 14 666 2,557 — 1,279 1,278 2,557 3,223
Kim McFarland 521 12 533 2,046 — 1,023 1,023 2,046 2,579
Total 1,173 26 1,199 4,603 — 2,302 2,301 4,603 5,802
Non-Executive Directors
Gareth Penny 200 — 200 — — — — — 200
Colin Keogh 120 — 120 — — — — — 120
Idoya Basterrechea
Aranda 100 — 100 — — — — — 100
Victoria Cochrane 95 — 95 — — — — — 95
Busisiwe Mabuza 105 — 105 — — — — — 105
Khumo Shuenyane 70 — 70 — — — — — 70
Total 690 — 690 — — — — — 690
EIP single incentive
2022
Salary/
fees Benefits
Total fixed
remuneration
Formulaic
outcome
Discretionary
adjustment
Cash
award
5
Deferred
award
6
Total variable
remuneration
Total
remuneration
Executive Directors
Hendrik du Toit 654 12 666 4,930 (188) 2,371 2,371 4,742 5,408
Kim McFarland 522 11 533 3,946 (151) 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
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
3
29 — 29 — — — — — 29
Khumo Shuenyane
4
47 — 47 — — — — — 47
Total 669 — 669 — — — — — 669
1. The cash EIP award in respect of the financial year 2023.
2. The deferred EIP award in respect of the financial year 2023.
3. Fani Titi retired from the Board on 1 August 2021.
4. Khumo Shuenyane’s appointment to the Board was effective from 1 August 2021.
5. The cash EIP award in respect of the financial year 2022.
6. The deferred EIP award in respect of the financial year 2022. The face value of the deferred EIP award
set out above was determined using an average price of £2.0257 over the period 22-28 June 2022.
Notes to the table (audited)
Fixed remuneration
No changes were made to fixed remuneration for the financial year 2023.
Pension
The Executive Directors are not entitled to any pension benefits.
Benefits
For the financial year 2023, 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.
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Directors’ Remuneration Report – Annual Report on Remuneration
EIP
The graphic on page 90 illustrates the operation of the EIP.
Awards under the EIP in respect of the financial year 2023
The following section sets out the EIP targets and measures and the committee’s assessment of outcomes for the financial
year 2023. The EIP for the financial year 2023 operated in line with the 2020 Policy.
Financial performance – three years
Measure Weighting Threshold Target Stretch
Actual
performance
Outcome as %
of the
maximum
award
opportunity
Real annual growth in adjusted EPS
1
36.6% -5.0% 0.0% 5.0% -3.1% 34.4%
Investment performance
2
9.2% 50.0% 62.5% 75.0% 74.4% 97.4%
Net flows
3
9.2% 1.0% 2.5% 4.0% -1.3% 0%
55.0%
Financial performance – one year
Measure Weighting Threshold Target Stretch
Actual
performance
Outcome as %
of the
maximum
award
opportunity
Real annual growth in adjusted EPS
1
13.4% 2.0% 4.0% 6.0% -19.9% 0%
Investment performance
2
3.3% 50.0% 62.5% 75.0% 70.4% 81.5%
Net flows
3
3.3% 1.0% 2.5% 4.0% -7.4% 0%
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 174. 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 2023
100
Non-financial performance – holistic assessment of performance over one year
Measure Weighting
Assessment
Summary of achievements
Key
employee
retention and
succession
planning
Global staff
turnover
25%
Global staff turnover was 10.1% for the financial year 2023 (2022:
10.8%), reflecting our ability to maintain workforce stability and retain
key employees.
There were no unexpected resignations within the senior leadership
group during the financial year 2023.
A number of carefully managed transition plans were successfully
executed.
Workforce engagement forums took place throughout the financial
year 2023; feedback showed that employees feel valued, engaged
and supported. Other positive takeouts included the clarity of
employees’ understanding of Ninety One’s purpose and strategy,
and how this is communicated.
Commitment to fostering a diverse and inclusive work environment
continued. We exceeded our target for women in senior roles by 10%,
and have now set a new target of 35% by the end of financial year 2024.
For the second year running, Ninety One retained its Level 1
Contributor status under the B-BBEE Scorecard in South Africa.
Ninety One has a wide range of vibrant employee resource groups,
which were organically developed throughout the firm (e.g. Ninety
One Inspire, Ninety One Proud, Ninety One Belong, Ninety One Social,
Ninety One Active, Ninety One Green, Ninety One Community Fund),
each with their own purpose and community. They are very active,
hosting internal and external events, charity drives and partnerships
with external organisations.
We have focused our succession planning efforts on building
the bench strength within the firm’s next-generation talent. Our
philosophy of intentional optionality creates more flexibility for
changes in the future organisational structure.
Successful organic leadership transitions took place during the
financial year in a number of key areas.
Building talent density remains a focus at all levels of the organisation
with Human Capital working with senior leaders to provide
developmental interventions to ensure the readiness for next
generation talent.
Senior global
leadership
team turnover
Talent
and work
environment
Succession
planning
Relationships
and
reputation
Annual
Organisation
Development
-led culture,
and diversity
and inclusion
initiatives
Our annual Organisation Development initiative ‘From Navigating to
Leading Ninety One’ aimed to equip our employees with the tools to
lead within the Ninety One culture.
During the year, the annual talent review process was carried out.
This process ensures team leaders consider and discuss the talent in
their team, with a clear focus on talent depth and intergenerational
readiness.
Given our intentional optionality philosophy and the focus on building
talent density, senior leadership is continually engaged in identifying
exposure and experience opportunities for the next generation of
talent identified throughout the talent review process.
Given the challenging operating environment, senior leadership has
focused on engaging with our employees, encouraging them to focus
on the task at hand and seizing the opportunities. They have done this
through a variety of ways during the year, most notably dedicated
leadership offsites, investment capability, client group and operations
team offsites, regular firm-wide updates, staff engagement emails
and calls.
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Directors’ Remuneration Report – Annual Report on Remuneration
Non-financial performance – holistic assessment of performance over one year
Measure Weighting
Assessment
Summary of achievements
Relationships
and
reputation
continued
Reputational
and regulatory
issues
25%
Our relationships with regulators around the globe remain healthy
and constructive, with a number conducting routine audits and/or
inspections during the past year. These were concluded without any
material adverse issues being raised.
During the year, the most significant matters considered by the
DLC Audit and Risk committee were a number of risk events, which
took place in the wider investment areas. The DLC Audit and Risk
committee has assessed the mitigation responses to these matters
and is satisfied that they have been well-managed.
There are no material outstanding issues to be resolved as a result
of internal audit procedures completed during the year.
Commitment
to
sustainability
The progress
against
objectives
identified by
the Board
from time to
time under
Ninety One’s
sustainability
framework.
We continued to enhance the quality of our TCFD reporting this
financial year, with shareholders overwhelmingly supportive of the
quality and granularity of disclosure.
We continued to make good progress towards achieving our 2030
emissions transition target (namely, that by 2030 at least 50% of
corporate emissions (debt and equity) financed by Ninety One will be
generated by companies with Paris-aligned science-based transition
pathways).
We remain on track to achieve our 2030 AUM target (namely, that by
2030 the proportion of our corporate AUM covered by Paris-aligned
science-based transition pathways will meet the SBTi requirements
for Ninety One to obtain a verified SBTi).
We developed several new sustainability product offerings this
financial year, which led to launching two emerging markets
sustainable funds. Following new fund launches and review of the
existing range, we now have 27 funds classified under a Article 8
and/or Article 9.
We are most excited about the potential for emerging market
transition finance strategies which could provide significant debt
capital resources to emerging market countries trying to achieve
a transition to net zero. Emerging Markets Transition Debt is still in
asset raising stage, and the firm is optimistic that the significant client
activity around this initiative will bear fruit.
On the equity side, the firm launched the Emerging Markets Sustainable
Equity and Global Sustainable Equity strategies. We also received
approval in December 2022 to launch the Emerging Markets Environment
Fund as an Article 9 fund (this will be classed as Impact under Ninety
One ESG Product Classification) – with the launch being subject to
finding a seed investor.
We launched the ‘For Tomorrow’ share class in February 2023,
in the Global Sustainable Equity Fund. Ninety One will donate its
management fees attributable to this share class to the charity Tusk.
We have undertaken significant advocacy work during the year.
Building on our work in recent years, the firm continued to emphasise
the importance of a just and inclusive transition as opposed to
portfolio decarbonisation and highlighting that this transition needs
to be funded, especially in emerging markets. We have gained visible
traction around these themes, in both press coverage and with clients.
Ninety One Integrated Annual Report 2023
102
Non-financial performance – holistic assessment of performance over one year
Measure Weighting
Assessment
Summary of achievements
Strategic
progress
Progress with
respect to
objectives
agreed by the
Board
25%
Our current product offering remains client relevant and diverse across
asset classes and investment styles to suit varying client needs. It is also
well positioned for future client demand and growth. There is strong
momentum in our specialist credit and sustainability offerings, where
the firm has invested for growth over the past few years.
It was a year of significant client engagement and we were pleased
to see a shift back from virtual to more physical events. The quality
and intensity of our client interactions remains strong. In spite of this,
the firm suffered net outflows in the period driven by risk-aversion
amongst our clients in light of the significant headwinds. The outflows
are lumpy in nature with the majority of net outflows attributable to a
handful of significant capital allocators. The firm is not concerned that
this risks becoming more widespread, particularly in light of our strong
firmwide investment track record.
We have a track record of evolving our offering across asset classes
to meet future client demand. A number of our recently launched
investment strategies continued to see positive flow momentum in
the year, such as in our sustainable equities range.
We strongly believe in building enduring and deep client relationships
and this year’s challenged flows neither deter us from this goal nor
are a reflection of a deficit in this area. We are particularly pleased
with the traction achieved in some new distribution geographies,
including Canada.
We believe that sustainability is a key strategic differentiator, and we
continued to advance our agenda on this front with progress made
across our three pillars of Invest, Advocate and Inhabit.
Further progress was made under the Invest pillar, including:
ɼ established the strategic engagement process for our highest
emitting companies, linked to the output of the TPAs that were
conducted for our top emitting investee companies;
ɼ classified 27 funds across our fund ranges under SFDR Article 8
or Article 9; and
ɼ developed methodologies to assess sustainable investments
covering carbon avoided, financial inclusion, digital inclusion,
accessible education, healthcare impact, climate adaptation and
green, social and sustainable bonds.
Activities undertaken in our Advocate pillar included:
ɼ building on our work in recent years, Ninety One continued to
emphasise the importance of a just and inclusive transition as
opposed to portfolio decarbonisation and highlighting that this
transition needs to be funded, especially in emerging markets;
ɼ contributed to the development of the SMI’s Transition
Categorisation framework and the Assessing Sovereign
Climate-related Opportunities and Risks Project tool; and
ɼ published the third edition of our ‘Planetary Pulse’ survey
of investor sentiment towards transition finance.
Progress was made in our Inhabit pillar, including:
ɼ funded 100 youth work placements across South Africa in vital
sectors including conservation, early education and healthcare;
ɼ launched the ‘For Tomorrow’ charitable share class in our flagship
fund range domiciled in Luxembourg, a partnership between Ninety
One Global Sustainable Equity Fund and Tusk; and
ɼ 27% reduction in Scope 1 and 2 emissions since 2019.
Outcome for non-financial element 95.0%
Total formulaic EIP outcome 48.0%
Committee discretionary adjustment factor N/A
Final EIP outcome 48.0%
Strategic ReportGover nanceFinancial StatementsAdditional Information
103
Directors’ Remuneration Report – Annual Report on Remuneration
Explanation of final awards
Under the 2020 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:
ɽ the actual performance and the context in which this
was achieved;
ɽ the relative performance of Ninety One’s peers; and
ɽ the shareholder, client and wider workforce experience
over the period.
As a result, the committee concluded that the formulaic
outcome provided a fair reflection of performance
achieved, and granted awards on this basis.
Half of these EIP awards were 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. The deferred
elements of the EIP awards were granted after the 2023
financial results had been announced and will be subject
to vesting and mandatory retention periods as prescribed
under the 2020 Policy.
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 2023 per the table below.
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 2023. The third awards to be granted under
the EIP, in respect of the financial year 2023, were granted
after financial year-end. 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 2023.
No Directors hold any scheme interests other than those
listed below as at 31 March 2023.
Shares owned outright
Legacy
Investec share
scheme
interests
3
Ninety One
share scheme
interests
Total share scheme interests and
shares owned outright
4
Ninety One plc
Ninety One
Limited Ninety One plc Ninety One plc Ninety One plc
Ninety One
Limited
Hendrik du Toit 344,594 316,777 320,172 2,051,659 2,716,425 316,777
Kim McFarland 154,817 6,575 199,125 1,641,678 1,995,620 6,575
Colin Keogh 30,000 — — — 30,000 —
Victoria Cochrane 19,681 — — — 19,681 —
Khumo Shuenyane 12,684 — — — 12,684 —
Forty Two Point Two
2
187,113,907 49,598,067 — — 187,113,907 49,598,067
Total
1
187,675,683 49,921,419 519,297 3,693,337 191,888,317 49,921,419
Notes to the table
1. No other Directors held any interests in Ninety One shares as at 31 March 2023.
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 that 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 2023 the Executive Directors’ Marathon participations equated to an
indirect equity shareholding of 2.49% in the case of Hendrik du Toit and 1.58% for Kim McFarland.
Ninety One Integrated Annual Report 2023
104
3. Details of the legacy share scheme interests at 31 March 2023 are as follows:
Share scheme Details
Investec 2019 LTI These awards vest equally over a period of five years and are subject to a 12-month retention period
after each vesting date. These awards are not subject to any further performance conditions.
Ninety One plc shares
Vesting date Vesting % Hendrik du Toit Kim McFarland
Tranche 1 – 29 May 2022 20% Already vested
Tranche 2 – 29 May 2023 20% 35,680 14,278
Tranche 3 – 29 May 2024 20% 35,680 14,278
Tranche 4 – 29 May 2025 20% 35.680 14,278
Tranche 5 – 29 May 2026 20% 35,679 14,275
Investec 2020 LTI These awards vest equally over a period of five years and are subject to a 12-month retention period
after each vesting date. These awards are subject to performance conditions, as set out in the 2022
Integrated Annual Report.
Ninety One plc shares
1
Vesting date Vesting % Hendrik du Toit Kim McFarland
Tranche 1 – 05 June 2023 20% 35,491 28,404
Tranche 2 – 05 June 2024 20% 35,491 28,404
Tranche 3 – 05 June 2025 20% 35,491 28,404
Tranche 4 – 05 June 2026 20% 35,491 28,404
Tranche 5 – 05 June 2027 20% 35,489 28,400
1. Assumes 100% vesting.
4. Between 31 March and 2 June 2023 (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 976 partnership shares in Ninety One plc under the Ninety One SIP.
b. The final vesting outcome for the Investec 2020 LTI was confirmed at 75%, meaning that the final share
awards consisted of 133,090 ordinary shares in Ninety One plc for Hendrik du Toit, and 106,513 ordinary shares
in Ninety One plc for Kim McFarland.
c. Forty Two Point Two acquired an additional 1,027,906 ordinary shares in Ninety One plc.
d. Colin Keogh acquired an additional 11,784 ordinary shares in Ninety One plc.
e. 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 2 June 2023 (being the last practicable date prior to the
finalisation of this report).
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 2023.
Payments for loss of office (audited)
There were no payments to Directors for loss of office in the financial year 2023.
Strategic ReportGover nanceFinancial StatementsAdditional Information
105
Directors’ Remuneration Report – Annual Report on Remuneration
Total shareholder return (“TSR”) performance
The graph below shows Ninety One’s TSR performance from admission to 31 March 2023 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.
Ninety One FTSE 250 (exc. Investment Trusts)
Source: Thomson Reuters Datastream, April [2022].
80
100
120
140
160
180
200
Total shareholder return performance (monthly)
TSR index
March
2020
May
2020
July
2020
Sept
2020
Nov
2020
Jan
2021
May
2021
July
2021
Sept
2021
Nov
2021
Jan
2022
March
2021
May
2022
July
2022
Sept
2022
Nov
2022
Jan
2023
March
2023
March
2022
The Chief Executive Officer experienced a reduction in variable remuneration that was more significant than that of the
wider workforce in the UK. Furthermore his fixed remuneration remained unchanged, while the average employee in the UK
received an increase in fixed remuneration.
Chief Executive Officer historic remuneration
The following table sets out the Chief Executive Officer’s total and variable remuneration since 1 March 2020.
2020
1
2021 2022 2023
Total single figure (£’000) 555 4,866 5,408 3,223
EIP awards (% of the maximum) N/A 79% 89% 48%
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. 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
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.
Ninety One Integrated Annual Report 2023
106
The following table sets out the percentage change in fixed remuneration and variable remuneration for the past two
performance years. This is presented separately for each Director, together with the average percentage change for other
group employees. UK regulations require the following disclosures to be made for Ninety One plc. However, as Ninety One
plc has no employees, the disclosure is instead presented for employees of the Ninety One Group.
2023 2022
Fixed
1
Variable Fixed Variable
Executive Directors
Hendrik du Toit 0% -46% 0% 13%
Kim McFarland 0% -46% 0% 13%
Non-Executive Directors
Gareth Penny 14% N/A 0% N/A
Colin Keogh 0% N/A 0% N/A
Idoya Basterrechea Aranda 0% N/A 0% N/A
Victoria Cochrane 0% N/A 0% N/A
Busisiwe Mabuza
2
2% N/A 8% N/A
Khumo Shuenyane
2
49% N/A N/A N/A
Employees of the Ninety One Group
3
5% -9% 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. The table above
presents 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. The fixed increases included in the table above for Non-Executive Directors reflect the timing of their appointment to the Board and/or appointment to Board
committees.
3. Calculated as the average change in fixed and annualised variable remuneration for all employees included in the financial year 2023 annual compensation review.
Relative importance of spend on pay
The following graphs illustrate Ninety One’s profit after tax, employee remuneration and dividends for 2023 and 2022.
0 50 100 150 200 250 300
Total employee remuneration (£’m)
1
2022
2023 279.2
276.3
0 50 100 150 200 250 300
Profit after tax (£’m)
2022
2023
1. This is “staff expenses” per note 4 (a) of the consolidated financial statements.
2. Interim dividend paid and final dividend recommended.
205.3
163.8
0 50 100 150 200 250 300
Dividends (£’m)
2
2022
2023
133.4
121.4
Strategic ReportGover nanceFinancial StatementsAdditional Information
107
Directors’ Remuneration Report – Annual Report on Remuneration
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 2023 and variable remuneration awarded in respect of the
financial year 2023. 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
2023 A 33 : 1 21 : 1 12 : 1
2022 A 55 : 1 35 : 1 19 : 1
2021 A 53 : 1 35 : 1 20 : 1
2020
1
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 2023, 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 £97,701,
£152,586 and £267,567 respectively, of which the salary component was £60,000, £105,000 and £130,000 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 that 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. The Chief Executive Officer experienced a reduction in variable remuneration that was more significant than
that of the wider workforce in the UK. Furthermore his fixed remuneration remained unchanged, while the average employee
in the UK received an increase in fixed remuneration.
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.
Implementation of the 2023 Policy in the financial year 2024
Fixed remuneration
The Executive Directors’ fixed remuneration is unchanged for the financial year 2024. Fixed remuneration is inclusive of
benefits, which are funded by sacrificing a portion of fixed remuneration.
Fixed remuneration
as at 1 April 2023
Hendrik du Toit £666,000
Kim McFarland £533,000
EIP
In line with the 2023 Policy, the maximum opportunity for EIP awards to be granted to the Executive Directors for the
financial year 2024 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 2024.
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.
Ninety One Integrated Annual Report 2023
108
The performance measures and weightings for the financial year 2024 are as follows:
Performance measure Weighting
Measurement
period
Financial/quantitative measures 75%
one and
three years
4
Annual growth in adjusted EPS
1
50%
Investment performance
2
12.5%
Net flows
3
12.5%
Non-financial/qualitative measures
25% one year
Key employee retention and succession planning
Relationships and reputation
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 174.
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 2023 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.
Long-term performance will be measured relative to the following three financial/quantitative targets for the financial
year 2026.
Measure Threshold Target Stretch
Annual growth in adjusted EPS 2.0% p.a. 4.0% p.a. 8.0% 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 year 2025 are included in our Integrated Annual Report 2022,
while the targets for the financial year 2024 are included in our Integrated Annual Report 2021. Both these reports are
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 2024 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 2024.
Strategic ReportGover nanceFinancial StatementsAdditional Information
109
Non-financial/qualitative targets
The committee has set stretching objectives for the non-financial measures for the financial year 2024, all of which are
fundamental to the long-term success of Ninety One.
Measure Metric Why it is important
Key employee retention
and succession planning
The retention and continued development of the
senior global leadership team.
Ninety One is a people business at its core. The
stability of its leadership team has a direct impact
on the firm’s ability to attract and retain AUM.
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
The Non-Executive Directors’ annual fees are unchanged. The fee structure is shown in the table below:
2023
1
£
2024
2
£
Change
%
Chairman fee (inclusive of the Non-Executive Director basic fee) 175,000 175,000 —
Senior Independent Director fee (inclusive of the Non-Executive Director basic fee) 85,000 85,000 —
Non-executive Director basic fee 70,000 70,000 —
Chairs of the DLC Audit and Risk and DLC Human Capital and Remuneration Committee
additional fee 25,000 25,000 —
Chairs of the DLC Nominations and Directors’ Affairs and DLC Sustainability, Social and
Ethics Committee additional fee 15,000 15,000 —
Committee member supplementary fee 10,000 10,000 —
Notes to the table:
1. Fees apply from 1 April 2022 – 31 July 2023.
2. Fees apply from 1 August 2023 – 31 July 2024.
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.
Directors’ Remuneration Report – Annual Report on Remuneration
Ninety One Integrated Annual Report 2023
110
The DLC Human Capital and Remuneration Committee
The committee’s terms of reference were reviewed and approved on 27 February 2023 and can be viewed on our website
at www.ninetyone.com.
The committee is responsible for determining and developing the Group’s policy for remuneration of the Chairman of the
board and the Executive Directors. In determining such policies, the committee will have regard to the need to attract, retain
and motivate directors 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 Code, the King IV, the Listings Requirements issued by the
JSE Limited and where relevant, FCA Remuneration Codes covering MIFIDPRU, AIFMD, UCITS, 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 2023, 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 2023 were £19,175. Deloitte did not
provide any other services to Ninety One during the financial year 2023.
Colin Keogh
Chair of the DLC Human Capital and Remuneration Committee
For and on behalf of the Board
Strategic ReportGover nanceFinancial StatementsAdditional Information
111
Directors’ Report
The Strategic Report, the Governance Report and the
Annual Report on Remuneration, which form part of this
Integrated Annual Report include information that would
otherwise need to be included in this Directors’ Report.
Directors
Powers of the Board
The Board may exercise all powers conferred on it by the
Articles, which may only be amended by special resolution
of the shareholders at a general meeting. Copies of
the Articles are available on Ninety One’s website
www.ninetyone.com.
Ordinary resolutions were passed at the AGM on
26 July 2022 authorising the Board to allot shares and
other securities up to certain limits. Renewal of these
authorities will be sought at the 2023 AGM.
Directors’ guarantees
There are no guarantees provided by Ninety One plc or
Ninety One Limited for the benefit of the Directors.
Directors’ interests
Information on interests in Ninety One’s share capital at
31 March 2023 is included in the Directors’ Remuneration
Policy and Annual Report on Remuneration on page 104.
During the year, no Director had any interest in any
transaction which was unusual in its nature or conditions
or was significant to the business of Ninety One, and
which was effected by any Group company in the current
financial year, or which remains in any respect outstanding
or unperformed.
The UK and South African Companies Acts require
Directors to disclose any direct or indirect material interest
they have in contracts, including proposed contracts,
which are of significance to the Group’s business. Directors
are required to make these disclosures at Board meetings,
and all disclosures made are recorded in the minutes of
those meetings.
The Directors present their report for
the year ended 31 March 2023.
Conflicts of interest
Statutory duties with respect to Directors’ conflicts of
interest exist under the UK and South African Companies
Acts. The Board has also adopted procedures, in line with
Ninety One’s Articles, to identify, authorise and manage
conflicts of interest. In circumstances where a potential
conflict arises, the Board may authorise, in accordance
with these Acts and the Articles, any matter which would
or might otherwise constitute or give rise to a breach of the
duty of a Director to avoid a situation in which they have,
or can have, a direct interest that conflicts, or possibly
may conflict, with the interest of the Group.
External directorships
Outside business interests of Directors are closely
monitored and we are satisfied that all the Directors have
sufficient time to effectively discharge their duties.
Directors’ dealings
Directors’ dealings in the securities of Ninety One plc and
Ninety One Limited are subject to a policy based on the
Disclosure Guidance and Transparency Rules and the
JSE Listings Requirements. All Directors’ and Company
Secretaries’ dealings require the prior approval of the
compliance team and the Chairman. Ninety One has its
own internal dealing rules that apply to all staff and
encompass the requirements of the UK Market Abuse
Regulations and the South African Financial Markets
Act 2012.
Directors’ indemnity and insurance
Ninety One’s Articles permit the provision of indemnities to
the Directors. Each of the Directors is entitled to rely on,
and has the benefit of, the indemnity against Directors’
liability set out in the Articles.
In addition, Ninety One maintains directors’ and officers’
liability insurance cover in respect of legal actions brought
against the Directors and officers. No amounts have been
paid under this insurance policy.
Related parties
Ninety One has processes and policies in place to govern
the review, approval and disclosure of related party
transactions entered into with Directors, management
and staff. Details of the transactions entered into by the
Company with parties who are related to it are set out
in note 26 to the consolidated financial statements.
Ninety One Integrated Annual Report 2023
112
Index to principal Directors’ Report disclosures
Relevant information required to be disclosed in the Directors’ Report can be found in the following sections:
Information Section in Annual Report Page
Directors in office during the year Governance Report 71
Indemnity provisions Directors’ Report 112
Structure of share capital, restrictions on the transfer of
securities, voting rights and significant shareholders
Directors’ Report 114 to 116
Business model Strategic Report 6
Future developments Strategic Report 2 to 63
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 21
Environmental, social and governance Sustainability section of the Strategic Report 24 to 50
Greenhouse gas emissions Sustainability section of the Strategic Report 46 to 50
Risk management in relation to financial instruments Note 27 to the Consolidated Financial Statements 159 to 163
Directors’ contractual and share-based remuneration
arrangements
Directors’ Remuneration Policy and Annual Report on
Remuneration
99 to 111
Corporate governance statement Governance Report 64 to 119
Dividend details Financial Review section of the Strategic Report 54
Post-balance sheet events Note 28 to the Consolidated Financial Statements 163
Forward-looking statements Shareholder Information 178
Disclosure of information to auditor Directors’ Report 117
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
information
The results announcement on 17 May 2023 was not audited and is
available on Ninety One’s website.
(4)
Details of long-term incentive schemes
required by Listing Rule 9.4.3
Annual Report on Remuneration pages 99 to 111.
Strategic ReportGover nanceFinancial StatementsAdditional Information
113
Directors’ Report
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.
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.
Share capital
Full details of Ninety One’s share capital can be found in
notes 21 and 28 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 share 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.
Ninety One Integrated Annual Report 2023
114
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 2023 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 2023
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 (“EBT”)
There are three EBTs that 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 EBT (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 (Pty) Ltd, Zedra Trust Company
(Guernsey) Limited and Buck Consultants Share Plan
Trustees Limited 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 2023 the SA EBT held
1.02% of the issued share capital of Ninety One Limited, the
GSY EBT held 2.91% of the issued share capital of Ninety
One plc, and the SIP Trust held 0.15% of the issued share
capital of Ninety One plc. Between 31 March 2023 and
2June 2023 (being the last practicable date prior to the
finalisation of this report), the GSY EBT increased its
shareholding in Ninety One plc to 3.01%, the SIP Trust
increased its shareholding in Ninety One plc to 0.16%
and the SA EBT decreased its shareholding in Ninety One
Limited to 0.99%
Strategic ReportGover nanceFinancial StatementsAdditional Information
115
Directors’ Report
Public and non-public shareholding
1
Ninety One Limited
Ninety One
Limited % of shares
Public 247,082,686 82.34
Non-public 53,006,768 17.66
Directors and associates
4
347,636 0.11
Forty Two Point Two
2
49,598,067 16.53
Ninety One share schemes
3
3,053,895 1.02
Investec share schemes
3
7,170 0.00
Total 300,089,454 100
Ninety One plc
Ninety One
plc % of shares
Public 321,775,258 51.68
Non-public 300,849,364 48.32
Directors and associates
4
593,266 0.10
Forty Two Point Two
2
187,113,907 30.05
Ninety One share schemes
3
19,533,701 3.14
Investec share schemes
3
581,943 0.09
Investec plc
2
93,026,547 14.94
Total 622,624,622 100
1. As required by JSE Listings Requirements.
2. Investec plc and Forty Two Point Two each held 10% or more of either Ninety
One plc and/or Ninety One Limited and as such are each regarded as a
non-public shareholder.
3. Certain directors and employees of Ninety One are beneficiaries of these
schemes and as such they are each regarded as a non-public shareholder.
4. Including any directors of major subsidiaries of Ninety One, and are
considered non-public shareholders.
Political donations
Ninety One does not make political donations.
Going concern, longer-term prospects and
viability statement
As described in the statement of viability on page 56, the
Directors have assessed the viability of Ninety One over a
period that exceeds the 12 months required by the going
concern provision. The Board has also performed an
assessment of the principal and emerging risks facing
Ninety One. The details of this assessment can be found in
the Principal Risks section of the Strategic Report on pages
60 to 63.
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
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.
Shareholder analysis
(as at 31 March 2023)
Major shareholders
Ninety One Limited
Based on the Ninety One Limited share register as at
31 March 2023, the Directors are aware of the following
shareholders directly holding 5% or more of the issued
shares of Ninety One Limited:
Shareholder
Number
of shares
%
of shares
Forty Two Point Two 49,598,067 16.53
Public Investment Corporation 41,322,391 13.77
Allan Gray 41,140,977 13.71
M&G Investments 38,259,133 12.75
Ninety One plc
Based on the Ninety One plc share register as at
31 March 2023, the Directors are aware of the following
shareholders directly holding 3% or more of the issued
shares of Ninety One plc:
Shareholder
Number
of shares
%
of shares
Forty Two Point Two 187,113,907 30.05
Investec plc 93,026,547 14.94
Allan Gray 38,295,497 6.15
M&G Investments 35,525,757 5.71
Public Investment Corporation 33,427,372 5.37
As at 2 June 2023 (being the last practicable date prior to
the finalisation of this report), there have been no further
notifications disclosed to Ninety One in accordance with
the FCA’s Listing Rules and Disclosure Guidance and
Transparency Rules or the JSE Listings Requirements.
Ninety One (DLC level)
The below table shows the combined shareholding (for
shareholders directly holding 3% or more of the issued
share capital) across the DLC.
Shareholder
Number
of shares
%
of shares
Forty Two Point Two 236,711,974 25.65
Investec plc 93,026,547 10.08
Allan Gray 79,436,474 8.61
Public Investment Corporation 74,749,763 8.10
M&G Investments 73,784,890 8.00
Ninety One Integrated Annual Report 2023
116
Auditor and 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.
PwC has expressed their willingness to be re-appointed as
the external auditor of Ninety One plc and Ninety One
Limited. Resolutions to re-appoint PwC as Ninety One’s
external auditor will be proposed at the forthcoming AGM.
Note 4(b) to the consolidated financial statements and
page 81 set out the auditors’ fees both for audit and
non-audit work.
Annual General Meeting
All shareholders are invited to participate in the AGM which
will take place on 26 July 2023 and will have the opportunity
to put questions to the Board.
Details of all resolutions to be proposed at the 2023 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
Strategic ReportGover nanceFinancial StatementsAdditional Information
117
Directors’ Responsibility Statement
The Directors are responsible for the preparation and fair
presentation of the Integrated Annual Report and the
Group and the Ninety One plc (the “Parent Company”)
financial statements in accordance with applicable law
and regulations.
Company law requires the Directors to prepare Group and
Parent Company financial statements for each financial
year. Under these laws they are required to prepare the
Group financial statements in accordance with UK adopted
international accounting standards and International
Financial Reporting Standards (“IFRS”) as issued by the
International Accounting Standards Board (“IASB”). Under
UK law, the Directors have elected to prepare the Parent
Company financial statements in accordance with UK
adopted international accounting standards.
Under UK company law, the Directors must only approve
the financial statements if they are satisfied that they give
a true and fair view of the state of affairs of the Group and
Parent Company and of their profit or loss for that period.
In preparing each of the Group and Parent Company
financial statements, the Directors are required to:
ɽ Select suitable accounting policies and then apply
them consistently;
ɽ make judgements and estimates that are reasonable,
relevant and reliable;
ɽ state that the Group financial statements have been
prepared in accordance with international accounting
standards in conformity with the requirements of the UK
Companies Act 2006 and IFRS as issued by the IASB;
ɽ state that the Parent Company financial statements
have been prepared in accordance with UK-adopted
international accounting standards and as applied in
accordance with the provisions of the UK Companies
Act 2006;
ɽ assess the Group’s and Parent Company’s ability to
continue as a going concern, disclosing, as applicable,
matters related to going concern; and
ɽ use 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.
Statement of Directors’ responsibilities in respect
of the Integrated Annual Report.
The Directors are responsible for keeping an effective
system of risk management, and for maintaining adequate
accounting records that sufficiently show and explain the
Group’s and Parent Company’s transactions – as well as
disclose, with reasonable accuracy, at any time, the
financial position of the Group and Parent Company, and
enable them to ensure that its financial statements comply
with the UK Companies Act 2006 and the South African
Companies Act 2008. They are responsible for such
internal controls as they determine are necessary to enable
the preparation of financial statements that are free from
material misstatement, whether due to fraud or error, and
have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the
Group and prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’
Report, Directors’ Remuneration Report and Governance
Report that comply with that law and those regulations.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on Ninety One’s website. Legislation in the UK
governing the preparation and dissemination of financial
statements may differ from legislation in other jurisdictions.
In accordance with Disclosure Guidance and Transparency
Rule 4.1.14R, the financial statements will form part of the
annual financial report prepared using the single electronic
reporting format under the Transparency Directive ESEF
Regulation. The auditor’s report on these financial
statements provides no assurance over the ESEF format.
Responsibility statement of the Directors
We confirm that to the best of our knowledge:
ɽ The financial statements, prepared in accordance with
the applicable set of accounting standards, present
fairly and give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Parent
Company and the undertakings included in the
consolidation taken as a whole; and
ɽ the Directors’ Report and Strategic Report include a
fair review of the development and performance of
the business and the position of the Group and Parent
Company, together with a description of the principal
risks and uncertainties that they face.
Ninety One Integrated Annual Report 2023
118
We consider the Integrated Annual Report, taken as a
whole, to be fair, balanced and understandable, and believe
it provides the information necessary for shareholders to
assess the Group’s position and performance, business
model and strategy.
Approval of the annual financial statements
The annual financial statements, which comprise the
DLC Audit and Risk Committee Report on pages 77 to 81,
the Directors’ Report on pages 112 to 117, the Certificate of
the Company Secretary on page 119, and the consolidated
and Ninety One plc Parent Company financial statements
on pages 132 to 173, were approved by the Board on
13 June 2023.
The Directors, whose names are stated below, hereby
confirm that:
ɽ The consolidated financial statements fairly present
in all material respects the financial position, financial
performance and cash flows of the issuer in terms
of IFRS;
ɽ to the best of our knowledge and belief, 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;
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; and
ɽ we are not aware of any fraud involving Directors.
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.
Hendrik du Toit Kim McFarland
Chief Executive Officer Finance Director
Certificate by the Company Secretary
of Ninety One Limited
In terms of section 88(2)(e) of the South African
Companies Act 2008, we hereby certify that, to the best of
our knowledge and belief, Ninety One Limited has lodged
with the South African Companies and Intellectual
Property Commission, for the financial year ended
31 March 2023, all such returns and notices as are
required in terms of the Act and that all such returns
and notices are true, correct and up to date.
Ninety One Africa Proprietary Limited
Company Secretary Ninety One Limited
Strategic ReportGover nanceFinancial StatementsAdditional Information
119
Financial Statements
122 Independent Auditors’ Report
132 Consolidated Financial Statements
166 Annexure to the Consolidated Financial Statements
168 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 2023. They have been prepared
by management under the supervision of the Finance Director,
Kim McFarland CA(SA).
Investing for a better tomorrow
Two Wallace’s flying frogs sit on a branch, observing.
They are pictured in Indonesia. Flaps of skin allow the
creatures to glide. This is an elusive species, spending
most of its life high in the rainforest canopy. They can’t
survive in any area that lacks tree or bush cover.
Ninety One Integrated Annual Report 2023
120
Strategic ReportGovernanceFinancial StatementsAdditional Information
121
Independent Auditors’ Report
of PricewaterhouseCoopers LLP to the members of Ninety One plc and
PricewaterhouseCoopers Inc. to the shareholders of Ninety One Limited
For the purpose of this report, the terms ‘we’ and ‘our’ denote PricewaterhouseCoopers LLP in relation to UK legal,
professional and regulatory responsibilities and reporting obligations to Ninety One plc and PricewaterhouseCoopers Inc. in
relation to South African legal, professional and regulatory responsibilities and reporting obligations to the shareholders of
Ninety One Limited. When we refer to PricewaterhouseCoopers LLP or PricewaterhouseCoopers Inc. such reference is to
that specific entity to the exclusion of the other.
The financial statements, as defined below, consolidate the accounts of Ninety One plc and Ninety One Limited and their
respective subsidiaries (the “Group”) and include the Group’s share of joint arrangements and associates.
PricewaterhouseCoopers LLP is the appointed auditor of Ninety One plc (“the Company”), a company incorporated in the
United Kingdom in terms of the United Kingdom Companies Act 2006. PricewaterhouseCoopers Inc. is the appointed
auditor of Ninety One Limited, a company incorporated in South Africa in terms of the Companies Act of South Africa.
PricewaterhouseCoopers LLP and PricewaterhouseCoopers Inc. audited the financial statements of the Group and
PricewaterhouseCoopers LLP audited the Ninety One plc Company Financial Statements (“the Company Financial
Statements”) for the year ended 31 March 2023.
Report on the audit of the financial statements
We have audited the Consolidated Financial Statements, included within the Integrated Annual Report (the “Annual Report”),
which comprise: the Consolidated Statement of Financial Position as at 31 March 2023; the Consolidated Statement of
Comprehensive Income, the Consolidated Statement of Cash Flows and the Consolidated Statement of Changes in Equity
for the year then ended; and the Notes to the Consolidated Financial Statements, which include a description of the
significant accounting policies.
PricewaterhouseCoopers LLP have also audited the Company Financial Statements which comprise: the Company
Statement of Financial Position as at 31 March 2023, the Company Statement of Cash Flows and the Company Statement of
Changes in Equity for the year then ended; and the Notes to the Company Financial Statements, which include a description
of the Significant Accounting Policies.
Opinion of PricewaterhouseCoopers LLP on the Consolidated and Company Financial
Statements to the members of Ninety One plc
In PricewaterhouseCoopers LLP’s opinion, Ninety One plc’s Consolidated Financial Statements and Company Financial
Statements (the “Financial Statements”):
ɽ give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 March 2023 and of the Group’s
profit and the Group’s and Company’s cash flows for the year then ended;
ɽ have been properly prepared in accordance with UK-adopted international accounting standards as applied in
accordance with the provisions of the Companies Act 2006; and
ɽ have been prepared in accordance with the requirements of the Companies Act 2006.
Our opinion is consistent with our reporting to the DLC Audit and Risk Committee.
Opinion of PricewaterhouseCoopers Inc. on the Consolidated Financial Statements to the
shareholders of Ninety One Limited
In PricewaterhouseCoopers Inc.’s opinion, the Consolidated Financial Statements present fairly, in all material respects,
the consolidated financial position of the Group as at 31 March 2023, and its consolidated financial performance and its
consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards (“IFRS”)
as issued by the IASB and the requirements of the Companies Act of South Africa.
Certain required disclosures have been presented elsewhere in the Integrated Annual Report, rather than in the notes
to the financial statements. These are cross-referenced from the financial statements and are identified as audited.
Basis for opinions
PricewaterhouseCoopers LLP’s audit was conducted in accordance with International Standards on Auditing (UK)
(“ISAs (UK)”) and applicable law. PricewaterhouseCoopers Inc.’s audit was conducted in accordance with International
Standards on Auditing (“ISAs”). The respective responsibilities under ISAs (UK) and ISAs are further described in the
Auditors’ responsibilities for the audit of the financial statements section of this report. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for these opinions.
Ninety One Integrated Annual Report 2023
122
Independence of PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP remained independent of the Group in accordance with the ethical requirements that are
relevant to the audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, as applicable to listed
public interest entities, and fulfilled other ethical responsibilities in accordance with these requirements.
To the best of PricewaterhouseCoopers LLP’s knowledge and belief, PricewaterhouseCoopers LLP declare that non-audit
services prohibited by the FRC’s Ethical Standard were not provided.
Other than those disclosed in note 4(b) to the Consolidated Financial Statements, PricewaterhouseCoopers LLP have
provided no non-audit services to the Company or its controlled undertakings in the period under audit.
Independence of PricewaterhouseCoopers Inc.
PricewaterhouseCoopers Inc. is independent of the Group in accordance with the Independent Regulatory Board for
Auditors’
Code of Professional Conduct for Registered Auditors
(IRBA Code) and other independence requirements
applicable to performing audits of financial statements in South Africa. PricewaterhouseCoopers Inc. have fulfilled other
ethical responsibilities in accordance with the IRBA Code and in accordance with other ethical requirements applicable to
performing audits in South Africa. The IRBA Code is consistent with the corresponding sections of the International Ethics
Standards Board for Accountants’
International Code of Ethics for Professional Accountants (including International
Independence Standards)
.
Our audit approach
Context
Ninety One is an active investment manager which operates globally, servicing institutional, advisor and individual investors.
Ninety One offers a range of specialist strategies across equities, fixed income, multi-asset and alternatives and operates a
South African fund platform business. Ninety One’s operations are predominantly based in the UK and South Africa, with
global distribution activities. Ninety One operates as a dual-listed company (“DLC”). The DLC structure comprises Ninety
One plc, 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 and associates, are reported as a single
reporting entity (the “Group”). Ninety One plc has a primary listing on the London Stock Exchange and a secondary listing
on the Johannesburg Stock Exchange. Ninety One Limited is listed on the Johannesburg Stock Exchange.
Overview
Audit scope
ɽ We conducted a full scope audit over the financial information of Ninety One Fund Managers UK Limited, Ninety One
Guernsey Limited and Ninety One Fund Managers SA (RF) Proprietary Limited (which are significant components as
each represents more than 15% of the profit before tax of the Group) and Ninety One UK Limited and Ninety One SA
Proprietary Limited based on their size and risk.
ɽ We also performed specific audit procedures on certain balances and the financial statement disclosures.
ɽ Taken together, our audit work accounted for more than 96% of Group revenue and 93% of Group profit before tax.
Our audit scope provided sufficient appropriate audit evidence as a basis for our opinion on the Consolidated Financial
Statements as a whole.
Key audit matters
ɽ Revenue Recognition (Group)
ɽ Impairment assessment of investment in subsidiaries (by PricewaterhouseCoopers LLP in respect of the Company)
Materiality
ɽ Overall Group materiality: £10.6m based on 5% of consolidated profit before tax.
ɽ Overall Company materiality: £9.3m based on 1% of total assets of the Company.
ɽ Performance materiality: £5.3m (Group) and £4.6m (Company).
Strategic ReportGovernanceFinancial StatementsAdditional Information
123
The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of
the financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any
comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
Key audit matter How our audit addressed the key audit matter
Management Fee Recognition (Group)
Refer to Note 2. Segmental reporting and Note 3.
Net revenue.
Revenue is the most significant class of transactions
in the Consolidated Statement of Comprehensive
Income. The Group’s primary source of revenue relates
to management fees amounting to £726.1m (2022: £764m)
which are earned from ongoing business activities.
These fees are recognised as the management services
are performed over time and are primarily based on
agreed percentages of the net asset values of investment
funds and segregated mandates.
Given its magnitude relative to other classes of transactions
and balances in the Consolidated Financial Statements,
management fees were considered to be an area of the
audit that required significant auditor attention, and were
therefore determined to be a key audit matter.
We understood and evaluated the design, implementation and operating
effectiveness of key controls, including controls at third-party service
organisations with respect to the net asset values of investment funds
and segregated mandates (“AUM data”), which formed the basis for the
management fee computation. We performed the following substantive
audit procedures over management fees:
ɽ A recalculation was performed for mutual fund and South African
platform management fees, by obtaining AUM data from third parties
and applying the fee rates used by management. For a sample of these
fee calculations, we agreed the fee rates used by management to the
underlying supporting documents, which included the relevant fund
prospectus and fact sheet;
ɽ Institutional client management fees were recalculated on a sample
basis, by obtaining AUM data from management’s internal data
warehouse and applying the fee rates as agreed to signed investment
management agreements. For a sample of assets included in
management’s internal data warehouse, we agreed the asset
valuations to the external source data;
ɽ We recalculated a sample of rebates (offset against management fees)
by agreeing rate inputs to the signed rebate agreements and applying
these rates to information obtained from third-party service
organisations.
We noted no material exceptions.
Impairment of investment in subsidiary undertaking (by
PricewaterhouseCoopers LLP in respect of the Company)
The Company holds an investment in subsidiary undertaking
of £915.3m. Whilst this eliminates on consolidation in the
Group’s Financial Statements, it is recorded in the
Company’s Financial Statements at cost less any
accumulated impairment losses.
Management have concluded that no impairment is
required as at 31 March 2023.
Given the significance of the investment in subsidiary
undertaking in the Company’s Financial Statements,
we have determined the impairment of investment in
subsidiary undertaking to be a key audit matter.
We have assessed the application and appropriateness of the accounting
policy adopted by management, which we consider to be reasonable.
We challenged management’s key assumptions which supported their
conclusion that the valuation of the subsidiary undertaking is appropriate
and that there is no impairment as at 31 March 2023.
No material issues were identified.
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How we tailored the audit scope
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the financial
statements as a whole, taking into account the structure of the Group and the Company, the accounting processes and
controls, and the industry in which they operate.
As an integrated global investment manager, the Group operates as a single-segment investment management business.
The operations and finance teams have presence in both the UK and South Africa resulting in the audit procedures being
split between the UK and South Africa audit teams.
Based on the scoping procedures and detailed audit work performed across the Group, we have obtained sufficient
comfort across the individual account balances within the Group Financial Statements, obtaining more than 96% coverage
over consolidated revenue and more than 93% coverage over consolidated profit before tax.
The impact of climate risk on the audit of PricewaterhouseCoopers LLP
As part of the audit, PricewaterhouseCoopers LLP made enquiries of management to understand the process management
adopted to assess the extent of the potential impact of climate risk on the Group’s Financial Statements, including
going concern.
In addition to enquiries with management, we also:
ɽ Considered the consistency of disclosures in relation to climate change (including the disclosures in the Task Force on
Climate-related Financial Disclosures (TCFD) section) with other reporting made by the entity on climate including its
Sustainability and Stewardship Report; and
ɽ Read the entity’s website and communications for details of climate related impacts.
Management have made commitments to operate their business and manage all assets on a net zero emissions basis
by 2030.
Management considers that the impact of climate risk does not give rise to a potential material impact in the year ended
31 March 2023 financial statements. We challenged management on how the impact of climate commitments made by
the Group would impact the assumptions within the forecasts used in the Group’s going concern analysis.
Our procedures did not identify any material impact in the context of our audit of the financial statements as a whole,
or our key audit matters for the year ended 31 March 2023.
Strategic ReportGovernanceFinancial StatementsAdditional Information
125
Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect
of misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – Group Financial statements – Ninety One plc Company
Overall materiality £10.6m £9.3m
How we determined it 5% of consolidated profit before tax 1% of total Company assets
Rationale for benchmark applied We believe that consolidated profit before
tax is the primary measure used by the
shareholders in assessing the performance
of the Group, and is a generally accepted
auditing benchmark.
As the Company is a holding company and
does not earn any revenue, total assets is the
most appropriate method to determine
materiality and is a generally accepted
auditing benchmark.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group
materiality. The range of materiality allocated across components was between £0.1m and £4.8m. Certain components
were audited to a local statutory audit materiality that was also less than our overall Group materiality.
We use performance materiality to reduce to an appropriately low level the probability that the aggregate of uncorrected
and undetected misstatements exceeds overall materiality. Specifically, we use performance materiality in determining the
scope of our audit and the nature and extent of our testing of account balances, classes of transactions and disclosures, for
example in determining sample sizes. Our performance materiality was 50% of overall materiality, amounting to £5.3m for
the Consolidated Financial Statements and £4.6m for the Company Financial Statements.
In determining the performance materiality, we considered a number of factors – the history of misstatements, risk assessment
and aggregation risk and the effectiveness of controls – and concluded, in our first year as auditors, that an amount at the
mid-point of our normal range was appropriate.
We agreed with the Audit and Risk Committee that we would report to them misstatements identified during our audit above
£531,500 (Group audit) and £465,700 (Company audit) as well as misstatements below those amounts that, in our view,
warranted reporting for qualitative reasons.
Conclusions of PricewaterhouseCoopers LLP relating to going concern
PricewaterhouseCoopers LLP’s evaluation of the directors’ assessment of the Group’s and the Company’s ability to
continue to adopt the going concern basis of accounting included:
ɽ Obtaining management’s latest forecasts that support the Board’s assessment and conclusions with respect to the
going concern basis of preparation of the financial statements;
ɽ Checking the arithmetical accuracy of management’s forecasts and challenging the underlying data and adequacy and
appropriateness of the underlying assumptions used;
ɽ Evaluating management’s base case forecast and downside scenarios; and
ɽ Assessing the appropriateness of the going concern disclosures by comparing them to management’s assessment for
consistency and for compliance with the relevant reporting requirements.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions
that, individually or collectively, may cast significant doubt on the Group’s and the Company’s ability to continue as a going
concern for a period of at least twelve months from when the financial statements are authorised for issue.
Independent Auditors’ Report
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In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate.
However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the Group’s
and the Company’s ability to continue as a going concern.
In relation to the directors’ reporting on how they have applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the directors’ statement in the financial statements about whether the
directors considered it appropriate to adopt the going concern basis of accounting.
PricewaterhouseCoopers LLP’s responsibilities and the responsibilities of the directors with respect to going concern are
described in the relevant sections of this report.
Reporting on other information by PricewaterhouseCoopers LLP
The other information comprises all of the information in the Annual Report other than the financial statements and the
auditors’ report thereon. The directors are responsible for the other information. PricewaterhouseCoopers LLP’s opinion on
the financial statements does not cover the other information and, accordingly, PricewaterhouseCoopers LLP do not
express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.
In connection with the audit of the financial statements, PricewaterhouseCoopers LLP’s responsibility is to read the other
information and, in doing so, consider whether the other information is materially inconsistent with the financial statements
or the knowledge obtained in the audit, or otherwise appears to be materially misstated. If an apparent material inconsistency
or material misstatement is identified, PricewaterhouseCoopers LLP are required to perform procedures to conclude
whether there is a material misstatement of the financial statements or a material misstatement of the other information.
If, based on the work performed, it is concluded that there is a material misstatement of this other information,
PricewaterhouseCoopers LLP are required to report that fact. PricewaterhouseCoopers LLP have nothing to
report based on these responsibilities.
With respect to the Strategic report and Directors’ report, we also considered whether the disclosures required by the
UK Companies Act 2006 have been included.
Based on the work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain
opinions and matters as described below.
Strategic report and Directors’ report
In PricewaterhouseCoopers LLP’s opinion, based on the work undertaken in the course of the audit, the information given in
the Strategic report and Directors’ report for the year ended 31 March 2023 is consistent with the financial statements and
has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the
audit, PricewaterhouseCoopers LLP did not identify any material misstatements in the Strategic report and Directors’ report.
Directors’ Remuneration
In PricewaterhouseCoopers LLP’s opinion, the part of the Directors’ remuneration report to be audited has been properly
prepared in accordance with the Companies Act 2006.
Reporting on other information by PricewaterhouseCoopers Inc.
The directors are responsible for the other information. The other information comprises the information included in the
document titled “Ninety One Integrated Annual Report 2023”, which includes the Directors’ Report, the DLC Audit and Risk
Committee Report and the Certificate by the Company Secretary as required by the Companies Act of South Africa as well
as the “Ninety One Limited separate annual financial statements for the year ended 31 March 2023”. The other information
does not include the consolidated or the separate financial statements and PricewaterhouseCoopers Inc.’s auditor’s
report thereon.
PricewaterhouseCoopers Inc.’s opinion on the Consolidated Financial Statements does not cover the other information and
PricewaterhouseCoopers Inc. do not express an audit opinion or any form of assurance conclusion thereon.
Strategic ReportGovernanceFinancial StatementsAdditional Information
127
In connection with the audit of the Consolidated Financial Statements, PricewaterhouseCoopers Inc.’s responsibility
is to read the other information identified above and, in doing so, consider whether the other information is materially
inconsistent with the Consolidated Financial Statements or the knowledge obtained in the audit, or otherwise appears
to be materially misstated.
If, based on the work performed, it is concluded that there is a material misstatement of this other information,
PricewaterhouseCoopers Inc. are required to report that fact. PricewaterhouseCoopers Inc. have nothing to
report in this regard.
PricewaterhouseCoopers LLP’s reporting on corporate governance statement
The Listing Rules require us to review the directors’ statements in relation to going concern, longer-term viability and that
part of the corporate governance statement relating to the Company’s compliance with the provisions of the UK Corporate
Governance Code specified for review. PricewaterhouseCoopers LLP’s additional responsibilities with respect to the
corporate governance statement as other information are described in the Reporting on other information section of
this report.
Based on the work undertaken as part of the audit, PricewaterhouseCoopers LLP have concluded that each of the
following elements of the corporate governance statement, included within the Corporate Governance Report is materially
consistent with the financial statements and the knowledge obtained during the audit, and have nothing material to add or
draw attention to in relation to:
ɽ The directors’ confirmation that they have carried out a robust assessment of the emerging and principal risks;
ɽ The disclosures in the Annual Report that describe those principal risks, what procedures are in place to identify
emerging risks and an explanation of how these are being managed or mitigated;
ɽ The directors’ statement in the financial statements about whether they considered it appropriate to adopt the going
concern basis of accounting in preparing them, and their identification of any material uncertainties to the Group’s and
Company’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial
statements;
ɽ The directors’ explanation as to their assessment of the Group’s and Company’s prospects, the period this assessment
covers and why the period is appropriate; and
ɽ The directors’ statement as to whether they have a reasonable expectation that the Company will be able to continue
in operation and meet its liabilities as they fall due over the period of its assessment, including any related disclosures
drawing attention to any necessary qualifications or assumptions.
PricewaterhouseCoopers LLP’s review of the directors’ statement regarding the longer-term viability of the Group and
Company was substantially less in scope than an audit and only consisted of making inquiries and considering the directors’
process supporting their statement; checking that the statement is in alignment with the relevant provisions of the UK
Corporate Governance Code; and considering whether the statement is consistent with the financial statements and our
knowledge and understanding of the Group and Company and their environment obtained in the course of the audit.
In addition, based on the work undertaken as part of the audit, PricewaterhouseCoopers LLP have concluded that each of
the following elements of the corporate governance statement is materially consistent with the financial statements and the
knowledge obtained during the audit:
ɽ The directors’ statement that they consider the Annual Report, taken as a whole, is fair, balanced and understandable,
and provides the information necessary for the members to assess the Group’s and Company’s position, performance,
business model and strategy;
ɽ The section of the Annual Report that describes the review of effectiveness of risk management and internal control
systems; and
ɽ The section of the Annual Report describing the work of the DLC Audit and Risk Committee.
PricewaterhouseCoopers LLP have nothing to report in respect of the responsibility to report when the directors’ statement
relating to the Company’s compliance with the Code does not properly disclose a departure from a relevant provision of the
Code specified under the Listing Rules for review by the auditors.
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Responsibilities for the financial statements and the audit
Responsibilities of the directors for the financial statements
As explained more fully in the Directors’ Responsibility Statement, the directors are responsible for the preparation of the
financial statements in accordance with the applicable framework, which includes UK-adopted international accounting
standards as applied in accordance with the provisions of the Companies Act 2006, IFRSs as issued by the IASB, the
requirements of the UK Companies Act 2006 and the requirements of the Companies Act of South Africa in respect of
the Consolidated Financial Statements, and for being satisfied that they give a true and fair view, and that the Consolidated
Financial Statements are fairly presented. The directors are also responsible for such internal control as they determine is
necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud
or error.
In preparing the financial statements, the directors are responsible for assessing the Group’s and the Company’s ability to
continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the Group or the Company or to cease operations, or have no
realistic alternative but to do so.
Auditors’ responsibilities for the audit of the financial statements
Responsibilities of PricewaterhouseCoopers LLP for the audit of the Consolidated and Company Financial Statements
PricewaterhouseCoopers LLP’s objectives are to obtain reasonable assurance about whether the financial statements as a
whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our
opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. PricewaterhouseCoopers LLP
design procedures in line with the responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which the procedures are capable of detecting irregularities, including
fraud, is detailed below.
Based on PricewaterhouseCoopers LLP’s understanding of the Group and industry, the principal risks of non-compliance
with laws and regulations were identified to be those related to such as those governed by the Financial Conduct Authority
(“FCA”), and the extent to which non-compliance might have a material effect on the financial statements was considered.
Laws and regulations that have a direct impact on the financial statements such as the UK Companies Act 2006 were
also considered. PricewaterhouseCoopers LLP evaluated management’s incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks
were related to posting inappropriate journal entries to revenue, and management bias in accounting estimates. This risk
assessment was agreed with PricewaterhouseCoopers Inc. so that they could include appropriate audit procedures in
response to such risks in their work. Audit procedures performed by PricewaterhouseCoopers LLP and/or
PricewaterhouseCoopers Inc. included:
ɽ Enquiries of management, including legal, compliance and internal audit, including consideration of known or suspected
instances of non-compliance with laws and regulations including fraud.
ɽ Reviewing the Group/Company’s litigation log in so far as it related to non-compliance with laws and regulations
and fraud.
ɽ Identifying and testing journal entries, in particular any journal entries with unexpected account combinations or just
below authorisation limits.
ɽ Review of relevant meeting minutes, including those of the DLC Audit and Risk Committee and Board.
ɽ Challenging assumptions and judgements made by management in their significant accounting estimates.
ɽ Designing audit procedures to incorporate unpredictability around the nature, timing or extent of our testing.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of
non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial
statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations,
or through collusion.
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129
PricewaterhouseCoopers LLP’s audit testing might include testing complete populations of certain transactions and
balances, possibly using data auditing techniques. However, it typically involves selecting a limited number of items for
testing, rather than testing complete populations. PricewaterhouseCoopers LLP will often seek to target particular items
for testing based on their size or risk characteristics. In other cases, audit sampling will be used to enable us to draw a
conclusion about the population from which the sample is selected.
A further description of PricewaterhouseCoopers LLP’s responsibilities for the audit of the financial statements is located
on the FRC’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of PricewaterhouseCoopers
LLP’s auditors’ report.
Responsibilities of PricewaterhouseCoopers Inc. for the audit of the Consolidated Financial Statements
PricewaterhouseCoopers Inc.’s objectives are to obtain reasonable assurance about whether the Consolidated Financial
Statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes an opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted
in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or
error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these Consolidated Financial Statements.
As part of an audit in accordance with ISAs, PricewaterhouseCoopers Inc. exercise professional judgement and maintain
professional scepticism throughout the audit. PricewaterhouseCoopers Inc. also:
ɽ Identify and assess the risks of material misstatement of the Consolidated Financial Statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and
appropriate to provide a basis for the opinion. The risk of not detecting a material misstatement resulting from fraud is
higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations,
or the override of internal control.
ɽ Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal
control.
ɽ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by the directors.
ɽ Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the
audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant
doubt on the Group’s ability to continue as a going concern. If it is concluded that a material uncertainty exists,
PricewaterhouseCoopers Inc. are required to draw attention in the auditor’s report to the related disclosures in the
Consolidated Financial Statements or, if such disclosures are inadequate, to modify the opinion. Conclusions are based
on the audit evidence obtained up to the date of the auditor’s report. However, future events or conditions may cause
the Group to cease to continue as a going concern.
ɽ Evaluate the overall presentation, structure and content of the Consolidated Financial Statements, including the
disclosures, and whether the Consolidated Financial 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. PricewaterhouseCoopers Inc. are
responsible for the direction, supervision and performance of the group audit. PricewaterhouseCoopers Inc. remain
solely responsible for PricewaterhouseCoopers Inc.’s audit opinion.
PricewaterhouseCoopers Inc. 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 are identified
during the audit.
PricewaterhouseCoopers Inc. also provide the directors with a statement of compliance with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought
to bear on independence, and where applicable, actions taken to eliminate threats or safeguards applied.
From the matters communicated with the directors, PricewaterhouseCoopers Inc. 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. PricewaterhouseCoopers Inc. describe these matters in the auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, it is determined that a matter should not be
communicated in the report because the adverse consequences of doing so would reasonably be expected to outweigh
the public interest benefits of such communication.
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Use of the report of PricewaterhouseCoopers LLP
This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance
with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. PricewaterhouseCoopers LLP do not, in
giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is
shown or into whose hands it may come save where expressly agreed by prior consent from PricewaterhouseCoopers LLP
in writing.
Other required reporting by PricewaterhouseCoopers LLP
Companies Act 2006 exception reporting
Under the Companies Act 2006 PricewaterhouseCoopers LLP are required to report to you if, in PricewaterhouseCoopers
LLP’s opinion:
ɽ PricewaterhouseCoopers LLP have not obtained all the information and explanations required for the audit; or
ɽ adequate accounting records have not been kept by the Company, or returns adequate for the audit have not been
received from branches not visited by us; or
ɽ certain disclosures of directors’ remuneration specified by law are not made; or
ɽ the Company Financial Statements and the part of the Directors’ remuneration report to be audited are not in agreement
with the accounting records and returns.
PricewaterhouseCoopers LLP have no exceptions to report arising from this responsibility.
Appointment
Following the recommendation of the DLC Audit and Risk Committee, PricewaterhouseCoopers LLP were appointed by the
members on 26 July 2022 to audit the financial statements for the year ended 31 March 2023 and subsequent financial
periods. This is therefore PricewaterhouseCoopers LLP’s first year of uninterrupted engagement.
Report on other legal and regulatory requirements by PricewaterhouseCoopers Inc.
In terms of the IRBA Rule published in Government Gazette Number 39475 dated 4 December 2015,
PricewaterhouseCoopers Inc. report that this is the first year that PricewaterhouseCoopers Inc. has
been the auditor of Ninety One Limited.
Other matter
In due course, as required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.14R, these
financial statements will form part of the ESEF-prepared annual financial report filed on the National Storage Mechanism of
the Financial Conduct Authority in accordance with the ESEF Regulatory Technical Standard (“ESEF RTS”). This auditors’
report provides no assurance over whether the annual financial report will be prepared using the single electronic format
specified in the ESEF RTS.
Allan McGrath
Senior Statutory Auditor
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
13 June 2023
PricewaterhouseCoopers Inc.
C van den Heever
Registered Auditor
5 Silo Square, V&A Waterfront, Cape Town, 8002,
South Africa
13 June 2023
The examination of controls over the maintenance and integrity of the Group’s website is beyond the scope of the audit of
the financial statements. Accordingly, we accept no responsibility for any changes that may have occurred to the financial
statements since they were initially presented on the website.
Strategic ReportGovernanceFinancial StatementsAdditional Information
131
Consolidated Financial Statements
Consolidated Statement of
Comprehensive Income
For the year ended 31 March 2023
2023 2022
1
Notes £’m £’m
Revenue 2 7 45.5 79 5.1
Commission expense (118.4 ) (1 31 . 2 )
Net revenue
3 6 2 7. 1 663.9
Operating expenses
4 (4 2 8 . 7 ) (4 1 6 . 3 )
Share of profit from associates 1.4 0.4
Net gain on investments and other income
5 7. 0 4.3
Operating profit 206.8 252. 3
Interest income
6 9.6 3.9
Interest expense
6 (3 . 8 ) (4 .0 )
Gain on disposal of subsidiaries
7 — 14. 9
Profit before tax 212 .6 2 6 7. 1
Tax expense
8 (4 8 . 8 ) (6 1 . 8 )
Profit after tax 163.8 20 5. 3
Other comprehensive (expense)/income
Items that will not be reclassified to profit or loss:
Net remeasurements on pension fund
18 2.8 0.5
Tax effect of items that will not be reclassified to profit or loss (0. 7 ) 1.3
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of foreign subsidiaries (1 6 . 0 ) 9.1
Exchange differences transferred to profit or loss — 0. 3
Other comprehensive (expense)/income for the year (13.9 ) 11. 2
Total comprehensive income for the year 149.9 216. 5
Earnings per share (pence)
Basic
9(a) 18. 2 22.6
Diluted
9(a) 1 8 .1 22.4
1. “Profit before tax and exceptional items” and the heading “Exceptional items” have been removed from the prior period.
Ninety One Integrated Annual Report 2023
132
Consolidated Statement of FinancialPosition
At 31 March 2023
2023 2022
At 1 April
2021
£’m £’m £’m
Notes (Restated) (Restated)
Assets
Investments
1
11 4 3.5 36.3 42 .6
Investment in associates 1.3 0.9 0.7
Property and equipment
12 23 .0 26. 6 3 0.7
Right-of-use assets
13 76 .7 83 .1 90.3
Deferred tax assets
14 25 .5 28 .1 24 . 8
Other receivables 3. 4 3.3 3 .0
Pension fund asset
18 2.6 — —
Total non-current assets 176 .0 1 78 . 3 1 92.1
Investments
1
11 24.4 34.8 39.7
Linked investments backing policyholder funds
15 9,962.6 10,7 85.9 9,063 .9
Income tax recoverable 9. 2 10.4 5.9
Trade and other receivables 260.6 266. 1 25 3. 3
Cash and cash equivalents
16 379.6 406.6 3 3 7. 5
Assets classified as held for sale — — 12. 2
Total current assets 10, 636.4 11 ,503.8 9 ,71 2. 5
Total assets 10, 81 2. 4 1 1 ,6 82 .1 9,9 04.6
Liabilities
Other liabilities
17 33 .7 30. 2 39.6
Lease liabilities
13 92 . 2 9 9.5 106.1
Pension fund obligation
18 — 0.1 0.7
Deferred tax liabilities
14 24.3 30. 4 29.0
Total non-current liabilities 15 0. 2 16 0. 2 175. 4
Policyholder investment contract liabilities
15 9,96 7 .3 10,769.9 9,033 .6
Other liabilities
17 21.9 34.9 40.0
Lease liabilities
13 1 0.5 9. 9 4.3
Trade and other payables
19 302 . 2 354.4 381 .6
Income tax payable 10. 4 11. 2 8.8
Liabilities classified as held for sale — — 7. 6
Total current liabilities 10 ,312.3 11 ,180.3 9,47 5.9
Equity
Share capital
21(a) 4 41 . 2 4 41 . 2 4 41 . 2
Demerger reserves (re-presented)
21(b) (3 2 1 .3 ) (3 21 .3 ) (32 1 . 3 )
Own share reserve
21(c) (51 . 4 ) (35.7 ) (1 9 . 5 )
Other reserves (re-presented)
21(b) (6. 6 ) 4.0 (17 .1 )
Retained earnings 2 8 7. 9 25 3. 3 16 9.9
Shareholders’ equity excluding non-controlling interests 349. 8 3 41 . 5 253. 2
Non-controlling interests 0.1 0 .1 0.1
Total equity 349. 9 3 41 . 6 25 3. 3
Total equity and liabilities 10, 81 2. 4 1 1 ,6 82 .1 9,9 04.6
1. The comparative amounts have been restated to reclassify a portion of deferred compensation investments from current assets to non-current assets. Accordingly,
the prior years numbers for current investments at 31 March 2022 changed from £61 . 9 million to £34 . 8 million (2021: from £76. 8 million to £39. 7 million) and
non-current investments changed from £9.2 million to £36.3 million (2021: from £5.5 million to £42.6 million). The purpose of this change is to better reflect
the timing of the realisation of the investments.
The consolidated financial statements were approved by the Board on 13 June 2023 and signed on its behalf by:
Hendrik du Toit Kim McFarland
Chief Executive Officer Finance Director
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Consolidated Financial Statements
Consolidated Statement of Changes in Equity
For the year ended 31 March 2023
Attributable to shareholders of parent companies
Share
capital
Demerger
reserves
(re-
presented)
1
Own share
reserve
Other
reserves
(re-
presented)
1
Retained
earnings Total
Non-
controlling
interests
Total
equity
Notes £’m £’m £’m £’m £’m £’m £’m £’m
At 1 April 2022 441 . 2 (3 21 .3 ) (35 .7 ) 4 .0 253.3 3 41 .5 0.1 3 41. 6
Profit for the year — — — — 163.8 16 3.8 — 163.8
Other comprehensive expense — — — (1 6 . 0 ) 2 .1 (13.9 ) — (13.9 )
Total comprehensive income — — — (1 6 .0 ) 165.9 14 9.9 — 149.9
Transactions with shareholders
Share-based payment charges
related to Ninety One share scheme
21(b) — — — 14 . 2 — 14. 2 — 14 .2
Deferred tax — — — — (1 .1 ) (1 .1 ) — (1.1 )
Own shares purchased
21(c) — — (23.8 ) — — (23.8 ) — (23.8 )
Vesting and release of share awards
21(b),(c) — — 8 .1 (8. 8 ) — (0. 7 ) — (0.7 )
Dividends paid
10 — — — — (1 3 0. 2 ) (13 0. 2 ) — (1 30. 2 )
Total transactions with shareholders — — (1 5 .7 ) 5.4 (13 1 .3 ) (1 41 .6 ) — (141 .6 )
At 31 March 2023 441 . 2 (3 21 .3 ) (51 .4 ) (6 . 6 ) 2 8 7. 9 349. 8 0.1 3 49.9
At 1 April 2021 4 41 . 2 (3 2 1 . 3 ) (1 9 . 5 ) (17 .1 ) 169. 9 25 3. 2 0 .1 25 3. 3
Profit for the year — — — — 205 .3 20 5. 3 — 205 .3
Other comprehensive income — — — 9.4 1.8 11. 2 — 11. 2
Total comprehensive income — — — 9. 4 2 0 7. 1 216.5 — 216.5
Transactions with shareholders
Share-based payment charges
related to Ninety One share scheme
21(b) — — — 1 2.1 — 1 2.1 — 1 2.1
Own shares purchased
21(c) — — (16 . 7 ) — — (16 .7 ) — (1 6 . 7 )
Vesting and release of share awards
21(b),(c) — — 0. 5 (0 . 4 ) — 0 .1 — 0 .1
Dividends paid
10 — — — — (12 3.7 ) (123. 7 ) — (12 3.7 )
Total transactions with shareholders — — (1 6. 2 ) 1 1 .7 (123. 7 ) (1 28 . 2 ) — (128 . 2 )
At 31 March 2022 441 . 2 (32 1 .3 ) (35.7 ) 4 .0 25 3. 3 3 41 . 5 0.1 3 41 . 6
1. Refer to note 21(b) for detail on re-presentation of other reserves.
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134
Consolidated Statement of Cash Flows
For the year ended 31 March 2023
2023 2022
£’m £’m
Notes (Restated)
Cash flows from operations – shareholders 23(a) 191.9 24 1 . 5
Cash flows from operations – policyholders
1
23(a) (6 9 . 8 ) 58 .0
Cash flows from operations
1
Interest received
6 9.6 3.9
Interest paid in respect of lease liabilities
23(b) (3. 6 ) (1 . 7 )
Other interest paid
6 (0 . 2 ) (0 . 2 )
Contributions to pension fund (0.1 ) (0 . 2 )
Dividends received from associates
1
Income tax paid (54 . 2 ) (6 9. 7 )
Net cash flows from operating activities
1
Cash flows from investing activities
Acquisition of investments
2
(2 9.1 ) (23 . 6 )
Disposal of investments
2
Distribution from investments 0.9 —
Disposal of subsidiaries, net of cash disposed — 1 7. 7
Additions to property and equipment
12 (1 . 2 ) (1 . 4 )
Net cash flows from investing activities
1
Cash flows from financing activities
Principal elements of lease payments
23(b) (1 0. 3 ) (5 . 3 )
Purchase of own shares
21(c) (23.8 ) (1 6 .7 )
Dividends paid
10 (1 30. 2 ) (123. 7 )
Net cash flows from financing activities (164. 3 ) (1 4 5 .7 )
Cash and cash equivalents at 1 April 570. 3 4 4 7. 0
Net change in cash and cash equivalents (8 7. 3 ) 11 5.8
Effect of foreign exchange rate changes (32 .1 ) 7. 5
Cash and cash equivalents at 31 March 45 0.9 570 . 3
Cash and cash equivalents at 31 March consist of:
Cash and cash equivalents available for use by the Group
16 379.6 406.6
Cash and cash equivalents presented within other assets
Cash and cash equivalents presented within linked investments backing policyholder funds
15 71 .3 1 63 .7
Cash and cash equivalents at 31 March 45 0.9 570 . 3
1. The comparative amounts have been restated to reflect the reclassification of net acquisition of linked investments backing policyholder funds and dividends
received from associates, from investing activities to operating activities.
Accordingly, the prior year numbers have been amended as follows:
– net cash flows from investing activities has changed from net outflow of £39 3.1 million to net inflow of £29 . 2 million;
– cash flows from operations – policyholders has changed from net inflow of £481 . 0 million to net inflow of £5 8. 0 million; and
– net cash flows from operating activities has changed from net inflow of £6 54 .6 million to net inflow of £232 .3 million.
These changes are considered to improve the consistency of the classification of cash flows related to policyholders and associates,
and to align the presentation with other sections of the Integrated Annual Report.
2. Acquisition and disposal of investments were presented as “Net disposal of investments” of £12 .9 million for the year ended 31 March 2022.
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Ninety One Integrated Annual Report 2023
136
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Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2023
138
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139
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2023
140
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141
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2023
142
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Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2023
144
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145
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2023
146
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147
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2023
148
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Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2023
150
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Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2023
152
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Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2023
154
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Notes to the Consolidated Financial Statements
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156
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Notes to the Consolidated Financial Statements
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158
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Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2023
160
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Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2023
162
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Notes to the Consolidated Financial Statements
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164
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2023 2022
Policyholders Shareholders Total Policyholders Shareholders Total
£’m £’m £’m £’m £’m £’m
Assets
Investments
1
— 43.5 43.5 — 36.3 36.3
Investment in associates — 1.3 1.3 — 0.9 0.9
Property and equipment — 23.0 23.0 — 26.6 26.6
Right-of-use assets — 76.7 76.7 — 83.1 83.1
Deferred tax assets — 25.5 25.5 — 28.1 28.1
Other receivables — 3.4 3.4 — 3.3 3.3
Pension fund asset — 2.6 2.6 — — —
Total non-current assets — 176.0 176.0 — 178.3 178.3
Investments
1
— 24.4 24.4 — 34.8 34.8
Linked investments backing policyholder funds 9,962.6 — 9,962.6 10,785.9 — 10,785.9
Income tax recoverable 0.3 8.9 9.2 — 10.4 10.4
Trade and other receivables 64.7 195.9 260.6 66.7 199.4 266.1
Cash and cash equivalents — 379.6 379.6 — 406.6 406.6
Total current assets 10,027.6 608.8 10,636.4 10,852.6 651.2 11,503.8
Total assets 10,027.6 784.8 10,812.4 10,852.6 829.5 11,682.1
Liabilities
Other liabilities — 33.7 33.7 — 30.2 30.2
Lease liabilities — 92.2 92.2 — 99.5 99.5
Pension fund obligation — — — — 0.1 0.1
Deferred tax liabilities 24.2 0.1 24.3 30.0 0.4 30.4
Total non-current liabilities 24.2 126.0 150.2 30.0 130.2 160.2
Policyholder investment contract liabilities 9,967.3 — 9,967.3 10,769.9 — 10,769.9
Other liabilities — 21.9 21.9 — 34.9 34.9
Lease liabilities — 10.5 10.5 — 9.9 9.9
Trade and other payables 36.1 266.1 302.2 52.5 301.9 354.4
Income tax payable — 10.4 10.4 0.2 11.0 11.2
Total current liabilities 10,003.4 308.9 10,312.3 10,822.6 357.7 11,180.3
Equity
Share capital — 441.2 441.2 — 441.2 441.2
Demerger reserves (re-presented) — (321.3) (321.3) — (321.3) (321.3)
Own share reserve — (51.4) (51.4) — (35.7) (35.7)
Other reserves (re-presented) — (6.6) (6.6) — 4.0 4.0
Retained earnings — 287.9 287.9 — 253.3 253.3
Shareholders’ equity excluding
non-controlling interests — 349.8 349.8 — 341.5 341.5
Non-controlling interests — 0.1 0.1 — 0.1 0.1
Total equity — 349.9 349.9 — 341.6 341.6
Total equity and liabilities 10,027.6 784.8 10,812.4 10,852.6 829.5 11,682.1
1. The comparative amounts have been restated to reclassify a portion of deferred compensation investments from current assets to non-current assets. Accordingly,
the prior year numbers for current investments changed from £61.9 million to £34.8 million and non-current investments changed from £9.2 million to £36.3 million.
The purpose of this change is to better reflect the timing of the realisation of the investments.
Annexure to the Consolidated Financial Statements
Consolidated Statement of Financial Position
(including policyholder figures)
At 31 March 2023
Ninety One Integrated Annual Report 2023
166
2023 2022
Policyholders Shareholders Total Policyholders Shareholders Total
£’m £’m £’m £’m £’m £’m
Cash flows from operations
1
(69.8) 191.9 122.1 58.0 241.5 299.5
Interest received — 9.6 9.6 — 3.9 3.9
Interest paid in respect of lease liabilities — (3.6) (3.6) — (1.7) (1.7)
Other interest paid — (0.2) (0.2) — (0.2) (0.2)
Contributions to pension fund — (0.1) (0.1) — (0.2) (0.2)
Dividends received from associates
1
— 1.0 1.0 — 0.7 0.7
Income tax paid — (54.2) (54.2) — (69.7) (69.7)
Net cash flows from operating activities
1
(69.8) 144.4 74.6 58.0 174.3 232.3
Cash flows from investing activities
Acquisition of investments
2
(29.1) (23.6)
Disposal of investments
2
31.8 36.5
Distribution from investments — 0.9 0.9 — — —
Disposal of subsidiaries, net of cash disposed — — — — 17.7 17.7
Additions to property and equipment — (1.2) (1.2) — (1.4) (1.4)
Net cash flows from investing activities
1
— 2.4 2.4 — 29.2 29.2
Cash flows from financing activities
Principal elements of lease payments — (10.3) (10.3) — (5.3) (5.3)
Purchase of own shares — (23.8) (23.8) — (16.7) (16.7)
Dividends paid — (130.2) (130.2) — (123.7) (123.7)
Net cash flows from financing activities — (164.3) (164.3) — (145.7) (145.7)
Cash and cash equivalents at 1 April 163.7 406.6 570.3 106.0 341.0 447.0
Net change in cash and cash equivalents (69.8) (17.5) (87.3) 58.0 57.8 115.8
Effect of foreign exchange rate changes (22.6) (9.5) (32.1) (0.3) 7.8 7.5
Cash and cash equivalents at 31 March 71.3 379.6 450.9 163.7 406.6 570.3
1. The comparative amounts have been restated to reflect the reclassification of net acquisition of linked investments backing policyholder funds and dividends
received from associates, from investing activities to operating activities.
Accordingly, the prior year numbers have been amended as follows:
– net cash flows from investing activities has changed from net outflow of £393.1 million to net inflow of £29.2 million,
– cash flows from operations – policyholders has changed from net inflow of £481.0 million to net inflow of £58.0 million, and
– net cash flows from operating activities has changed from net inflow of £654.6 million to net inflow of £232.3 million.
These changes are considered to improve the consistency of the classification of cash flows related to policyholders and associates and to align the presentation with
other sections of the consolidated financial statements.
2. Acquisition and disposal of investments were presented as “Net disposal of investments” of £12.9 million for the year ended 31 March 2022.
Consolidated Statement of Cash Flows
(including policyholder figures)
For the year ended 31 March 2023
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167
Ninety One plc Company Financial Statements
Statement of Financial Position
At 31 March 2023
2023 2022
Notes £’m £’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) 13.1 1.2
Other receivables — 0.2
Cash and cash equivalents 3.0 5.7
Total current assets 16.1 7.1
Total assets 931.4 922.4
Liabilities
Loan payable to subsidiary undertaking
34(a) — 4.2
Trade and other payables 1.6 1.2
Amounts payable to subsidiary undertakings
34(a) 0.1 0.2
Total current liabilities 1.7 5.6
Equity
Share capital
21(a) 0.1 0.1
Demerger reserves (re-presented)
32 915.2 915.2
Share-based payments reserve (re-represented)
32 25.1 20.0
Own share reserve
33 (44.8) (29.8)
Retained earnings at 1 April 11.3 10.8
Profit for the year 82.5 61.1
Dividends
31 (59.7) (60.6)
Retained earnings 34.1 11.3
Total equity 929.7 916.8
Total equity and liabilities 931.4 922.4
The financial statements of Ninety One plc (registered number 12245293) were approved by the Board on 13 June 2023 and
signed on its behalf by:
Hendrik du Toit Kim McFarland
Chief Executive Officer Finance Director
Ninety One Integrated Annual Report 2023
168
Statement of Changes in Equity
For the year ended 31 March 2023
Share
capital
Demerger
reserves
(re-
presented)
1
Share-
based
payments
reserve
(re-
presented)
1
Own share
reserve
Retained
earnings Total equity
Notes £’m £’m £’m £’m £’m £’m
At 1 April 2022 0.1 915.2 20.0 (29.8) 11.3 916.8
Profit for the year — — — — 82.5 82.5
Transactions with shareholders
Share-based payment charges related to
Ninety One share scheme
32 — — 11.8 — — 11.8
Own shares purchased
33 — — — (21.0) — (21.0)
Vesting and release of share awards
32,33 — — (6.7) 6.0 — (0.7)
Dividends paid
31 — — — — (59.7) (59.7)
Total transactions with shareholders — — 5.1 (15.0) (59.7) (69.6)
At 31 March 2023 0.1 915.2 25.1 (44.8) 34.1 929.7
At 1 April 2021 0.1 915.2 10.2 (15.2) 10.8 921.1
Profit for the year — — — — 61.1 61.1
Transactions with shareholders
Share-based payment charges related to
Ninety One share scheme
32 — — 10.0 — — 10.0
Own shares purchased
33 — — — (14.9) — (14.9)
Vesting and release of share awards
32,33 — — (0.2) 0.3 — 0.1
Dividends paid
31 — — — — (60.6) (60.6)
Total transactions with shareholders — — 9.8 (14.6) (60.6) (65.4)
At 31 March 2022 0.1 915.2 20.0 (29.8) 11.3 916.8
1. Refer to note 32 for detail on re-presentation of other reserves.
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169
2023 2022
Notes £’m £’m
Cash flows from operating activities
Profit for the year 82.5 61.1
Adjusted for:
Share-based payment charges
32 11.8 10.0
Dividend income from subsidiary undertaking (82.5) (61.1)
Working capital changes:
Amounts receivable from subsidiary undertakings (11.9) (0.1)
Amounts payable to subsidiary undertakings (0.1) 0.1
Trade and other payables (0.2) 1.0
Other receivables 0.1 (0.2)
Cash flows from operations (0.3) 10.8
Dividends received 82.5 61.1
Net cash flows from operating activities 82.2 71.9
Cash flows from financing activities
Dividends paid
31 (59.7) (60.6)
Purchase of own shares
33 (21.0) (14.9)
Loan advanced from subsidiary undertaking
1
20.9 14.1
Loan repaid to subsidiary undertaking
1
(25.1) (9.9)
Net cash flows from financing activities (84.9) (71.3)
Net change in cash and cash equivalents (2.7) 0.6
Cash and cash equivalents at 1 April 5.7 5.1
Cash and cash equivalents at 31 March 3.0 5.7
1. Loan advanced from subsidiary undertaking and loan repaid to subsidiary undertaking were presented on a net basis as “Loan from/(repaid to) subsidiary
undertaking” of £4.2 million for the year ended 31 March 2022.
Ninety One plc Company Financial Statements
Statement of Cash Flows
For the year ended 31 March 2023
Ninety One Integrated Annual Report 2023
170
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 2023. 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 in accordance with IAS 27
Separate Financial Statements. A detailed listing of the Company’s direct and indirect subsidiaries is set out in note 29 to
the Group’s consolidated financial statements.
2023 2022
£’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:
2023 2022
Pence per
share £’m
Pence per
share £’m
Prior year’s final dividend paid 7.7 32.9 6.7 29.9
Interim dividend paid 6.5 26.8 6.9 30.7
14.2 59.7 13.6 60.6
On 16 May 2023, the Board recommended a final dividend for the year ended 31 March 2023 of 6.7 pence per ordinary
share, an estimated £27.9 million in total. The dividend is expected to be paid on 11 August 2023 to ordinary shareholders
on the registers at the close of business on 21 July 2023.
32. Demerger reserves and share-based payments reserve
In the prior year, demerger reserves and share-based payments reserve were presented together as “Other reserves”.
They have been separately presented in the current year and the comparatives have been re-presented accordingly.
The change is considered to improve the clarity of the presentation to distinguish between the reserves arising during
the demerger from Investec and share-based payments reserve.
Demerger reserves
The Company was demerged from Investec in March 2020 and reserves were created during the demerger process as below:
£’m
Distributable reserve (i) 732.2
Merger reserve (ii) 183.0
Balance at 31 March 2023 and 2022 915.2
(i) 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 which was subsequently transferred to a
distributable reserve by effecting a court approved reduction of capital, reducing the share premium account in order
to create a distributable reserve for future distributions by way of dividend.
(ii) 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.
Notes to the Company Financial Statements
For the year ended 31 March 2023
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171
Share-based payments reserve
The movements in share-based payments reserve during the year were:
2023 2022
£’m £’m
At 1 April 20.0 10.2
Share-based payment charges related to Ninety One share scheme 11.8 10.0
Vesting and release of share awards (6.7) (0.2)
At 31 March 25.1 20.0
33. Own share reserve
The movements in own share reserve during the year were:
2023 2022
Number of
shares
Millions £’m
Number of
shares
Millions £’m
At 1 April 14.4 29.8 8.5 15.2
Own shares purchased 8.8 21.0 6.1 14.9
Own shares vested and released (3.7) (6.0) (0.2) (0.3)
At 31 March 19.5 44.8 14.4 29.8
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
2023 2022
Balances with subsidiary undertakings £’m £’m
Loan payable to subsidiary undertaking
1
— 4.2
Amounts receivable from subsidiary undertakings 13.1 1.2
Amounts payable to subsidiary undertakings (0.1) (0.2)
1. The Company had a revolving loan facility with its subsidiary, Ninety One UK Limited, to cover the cash requirement for the funding of the EBTs. The loan was repayable
12 months from the date of the advance and charged at 2.75 percent above the Sonia Deposit rate prevailing at the time of the advance per annum. The loan was
settled during the year ended 31 March 2023.
2023 2022
Transactions with subsidiary undertakings £’m £’m
Cost recoveries from subsidiary undertakings 0.9 1.3
Interest expense charged on the loan payable to subsidiary undertaking (0.2) (0.2)
Dividend income from subsidiary undertaking 82.5 61.1
Notes to the Company Financial Statements
Ninety One Integrated Annual Report 2023
172
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:
2023 2022
£’m £’m
Short-term employee benefits 4.2 6.1
Share-based payments 2.6 2.3
6.8 8.4
35. Financial instruments
At 31 March 2023 and 2022, 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 Company’s ECLs are assessed in line with the Group’s policy in note 20. The carrying
value of the financial instruments of the Company by category and reconciled to the consolidated statement of financial
position were:
Financial
assets
measured at
amortised cost
Financial
liabilities
measured at
amortised cost
Total financial
instruments
Non-financial
instruments Total
2023 £’m £’m £’m £’m £’m
Investment in subsidiary undertaking — — — 915.3 915.3
Amounts receivable from subsidiary undertakings 13.1 — 13.1 — 13.1
Cash and cash equivalents 3.0 — 3.0 — 3.0
Amounts payable to subsidiary undertakings — (0.1) (0.1) — (0.1)
Trade and other payables — (1.6) (1.6) — (1.6)
16.1 (1.7) 14.4 915.3 929.7
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
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173
Glossary
Adjusted earnings attributable to shareholders
Calculated as profit after tax adjusted to remove
non-operating items.
Adjusted earnings per share (Adjusted EPS)
Adjusted earnings attributable to shareholders divided
by the number of ordinary shares in issue at the end of
the period.
Adjusted net interest income
Calculated as net interest income or expense adjusted to
exclude interest expense on lease liabilities for office
premises.
Adjusted operating expenses
Calculated as operating expenses adjusted to exclude
share scheme movements and deferred employee benefit
scheme movements, but adjusted to include subletting
income and interest expense on lease liabilities.
Adjusted operating profit
Calculated as adjusted operating revenue less adjusted
operating expenses.
Adjusted operating profit margin
Calculated as adjusted operating profit divided by adjusted
operating revenue.
Adjusted operating revenue
Calculated as net revenue, adjusted to include share of
profit from associates, net gain/loss on investments and
other income, but adjusted to exclude deferred employee
benefit scheme movements and subletting income.
AIFMD
Alternative Investment Fund Managers Directive.
ASCOR
Assessing Sovereign Climate-related Opportunities
and Risks.
ASISA
Association for Savings and Investment South Africa;
represents the majority of the country’s asset managers,
collective investment scheme management companies,
linked investment service providers, multi-managers and
life insurance companies.
Assets under management (AUM)
The aggregate assets managed on behalf of clients. For
some private markets’ investments, the aggregate value of
assets managed is based on committed funds by clients;
this is changed to the lower of committed funds and
net asset value, in line with the fee basis. Where cross
investment occurs, assets and flows are identified and
the duplication is removed.
Average AUM
Calculated as the average of opening AUM for the year,
and the month end AUM for the subsequent 12 months.
Average exchange rate
Calculated as the average of the daily closing spot
exchange rates in the relevant period.
Average fee rate
Management fees divided by average AUM (annualised for
non-12 months periods), expressed in basis points.
Basic earnings per share (Basic EPS)
Profit attributable to shareholders divided by the weighted
average number of ordinary shares outstanding during the
period, excluding own shares held by Ninety One share
schemes.
Board
Includes the Board of Ninety One plc and the Board of
Ninety One Limited.
Compensation ratio
Calculated as employee remuneration divided by adjusted
operating revenue.
COP
Conference of Parties.
Diluted earnings per share (Diluted EPS)
Profit for the period attributable to ordinary shareholders
divided by the weighted average number of ordinary shares
outstanding during the period, plus the weighted average
number of ordinary shares that would be issued on the
conversion of all the potentially dilutive shares into ordinary
shares.
Dual-listed company (DLC) structure
The arrangement whereby Ninety One plc and Ninety One
Limited operate as a single economic enterprise.
EBT
Employee benefit trust is a discretionary trust established
by Ninety One to hold cash or other assets for the benefit
of employees, such as to satisfy share awards.
Employee remuneration
Calculated as staff expenses adjusted for share scheme
movements.
ESEF
European Single Electronic Format.
ESG
Environmental, social and governance.
Executive Directors
The Executive Directors of Ninety One plc and Ninety One
Limited, currently Hendrik du Toit and Kim McFarland.
Firm-wide investment performance
Calculated as the sum of the total market values for
individual portfolios that have positive active returns on a
gross basis expressed as a percentage of total AUM. Ninety
One’s percentage of firm outperformance is reported on
the basis of current AUM and therefore does not include
terminated funds. Total AUM excludes double-counting of
pooled products and third-party assets administered on
the South African fund platform. Benchmarks used include
cash, peer group averages, inflation and market indices as
specified in client mandates or fund prospectuses. For all
periods shown, market values are as at the period end date.
Ninety One Integrated Annual Report 2023
174
FSC
Financial Sector Code.
GFANZ
Glasgow Financial Alliance for Net Zero.
Headline earnings per share (HEPS)
Ninety One is required to calculate HEPS in accordance
with JSE Listings Requirements, determined by reference
to circular 1/2021 ‘Headline Earnings’ issued by the South
African Institute of Chartered Accountants.
IFRS
The International Financial Reporting Standards.
IIGCC
Institutional Investors Group on Climate Change.
Investment Association (IA)
The Investment Association is the trade body that
represents investment managers and asset management
firms in the UK.
IUCN
The International Union for Conservation of Nature.
ILN
Investor Leadership Network.
Johannesburg Stock Exchange (JSE)
The exchange operated by the JSE Limited, a public
company incorporated and registered in South Africa,
under the Financial Markets Act.
King IV
South African King IV Code on Corporate Governance.
London Stock Exchange (LSE)
The securities exchange operated by the London Stock
Exchange plc under the Financial Services and Markets Act
2000, as amended.
Management fees
Recurring fees net of commission expense.
MiFID 2
The second iteration of the Markets in Financial Instruments
Directive. MiFID II is an EU directive that standardises
regulation for investment services throughout the
European Economic Area.
Mutual fund investment performance
Performance and ranking as per Morningstar data using
primary share classes, as defined by Morningstar, net of
fees to 31 March 2023. Peer group universes are either IA,
Morningstar Categories or ASISA sectors as classified by
Morningstar. Cash or cash-equivalent funds are excluded
and performance is weighted by AUM.
NDC
Nationally Determined Contributions.
Net flows
The increase in AUM received from clients, less the
decrease in AUM withdrawn by clients, during a given
period. Where cross investment occurs, assets and flows
are identified, and the duplication is removed.
Net revenue
Represents revenue in accordance with IFRS, less
commission expense.
Ninety One (also “the Group”)
Ninety One plc and its subsidiaries and Ninety One Limited
and its subsidiaries.
Non-Executive Directors
The Non-Executive Directors of Ninety One plc and Ninety
One Limited.
Non-operating items
Include gains or losses on disposal of subsidiaries, adjusted
net interest income, share scheme movements, and tax on
adjusting items.
Non-qualifying assets
Comprise assets that are not available to meet regulatory
requirements.
OECD
Organisation for Economic Co-operation and Development.
REGO
Renewable Energy Guarantees of Origin.
PRI
Principles for Responsible Investment.
SFDR
Sustainable Finance Disclosures Regulation.
SMI
Sustainable Markets Initiative.
South African (SA) fund platform
Ninety One’s South African fund platform (known as Ninety
One Investment Platform) offers access to both offshore
and local investment solutions for independent financial
advisers in South Africa. The platform predominantly
comprises third-party products and selected Ninety One
funds.
TCFD
Task Force on Climate-related Financial Disclosures.
Torque ratio
The relative scale of net flows in relation to the overall size
of the business, expressed as a percentage. Calculated as
net flows for the relevant period divided by AUM as at the
first day of that period (annualised for non-12-month
periods).
TPA
Transition Plan Assessment.
UK Code
UK Corporate Governance Code.
UCITS
Undertaking for Collective Investment in Transferable
Securities Directive
.
Strategic ReportGovernanceFinancial StatementsAdditional Information
175
Shareholder Information
Forward-looking statements
This Integrated Annual Report does not constitute or form
part of any offer, invitation or inducement to any person to
underwrite, subscribe for or otherwise acquire or dispose
of securities in Ninety One nor should it be construed as
legal, tax, financial, investment or accounting advice. This
Integrated Annual Report may include statements that are,
or may be deemed to be, “forward-looking statements”.
These forward-looking statements may be identified by the
use of forward-looking terminology, including the terms
“believes”, “estimates”, “plans”, “projects”, “anticipates”,
“expects”, “intends”, “may”, “will” or “should” or, in each
case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions.
Forward-looking statements may and often do differ
materially from actual results. Any forward-looking
statements reflect Ninety One’s current view with respect to
future events and are subject to risks relating to future events
and other risks, uncertainties and assumptions relating to the
Ninety One business, results of operations, financial position,
liquidity, prospects, growth and strategies. Forward-looking
statements speak only as of the date they are made.
Ninety One expressly disclaims any obligation or
undertaking to release publicly any updates or revisions
to any forward-looking statements contained in this
Integrated Annual Report or any other forward-looking
statements it may make whether as a result of new
information, future developments or otherwise.
FY 2024 financial calendar
Event Date
Q1 AUM update 14 July 2023
Annual General Meeting 26 July 2023
Half year end 30 September 2023
Q2 AUM update 17 October 2023
Interim results 15 November 2023
Q3 AUM update 16 January 2024
Financial year end 31 March 2024
Q4 AUM update 16 April 2024
Full-year results 21 May 2024
Share information
Ninety One plc shares are primary listed on the LSE, with a
secondary inward listing on the JSE. Ninety One Limited
shares are listed on the JSE.
Ninety One plc Ninety One Limited
ISIN: GB00BJHPLV88 ISIN: ZAE000282356
LSE share code: N91 JSE share code: NY1
JSE share code: N91
Electronic communications
In line with our purpose and with our ambition to be a better
firm, we encourage our shareholders to elect to receive
shareholder documentation electronically. This will help us
reduce the environmental impact caused by printing and
distributing hard copies. Shareholders in Ninety One can
visit www.investorcentre.com for more information and to
register their communication preference.
Registrars
Transfer Secretaries in South Africa
Computershare Investor Services Proprietary Limited
Rosebank Towers
15 Biermann Avenue
Rosebank, 2196
Telephone (SA): 0861 100 933
Telephone: +27 (0) 11 370 5000
Website: www.computershare.com
Registrars in the United Kingdom
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol, BS99 6ZZ
Telephone: +44 (0)370 703 6027
Website: www.computershare.com
Company website
Our corporate website includes (among other information)
the electronic copy of this Integrated Annual Report
and copies of thelatest as well as historic reports,
presentations andannouncements. For more information
on Ninety One, visit www.ninetyone.com.
Corporate information
Independent auditor
PricewaterhouseCoopers
Corporate brokers
HSBC Bank plc
Investec Bank plc and Investec Bank Limited
J.P. Morgan Cazenove
JSE Sponsor
J.P. Morgan Equities South Africa (Pty) Ltd
Registered offices
Incorporated in England and Wales
Registration number 12245293
Ninety One Limited
36 Hans Strijdom Avenue
Cape Town, 8001
South Africa
Incorporated in the Republic of South Africa
Registration number 2019/526481/06
Contact us
Telephone: +44 (0) 20 3938 2000
Email: enquiries@ninetyone.com
Ninety One Integrated Annual Report 2023
176
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