Integrated Annual Report 2024
Investing for a
world of change
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. The photographs in this
report encapsulate this theme.
Investing for a better tomorrow
Cover page: The Northwest African Cheetah is critically
endangered. These animals live in parts of the Sahara and
the Sahel. Estimates of their number in the wild range from
a few hundred to a few thousand. The greatest threats
come from poaching and habitat loss.
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 2024)
1. Refer to explanations and definitions, including alternative performance measures, on pages 13 to 14 and 162 to 163.
2. Ninety One staff ownership includes independent shareholdings by Forty Two Point Two, Ninety One staff share schemes
and other direct staff shareholdings.
£126.0bn
Assets under management (“AUM”)
2023: £129.3bn
£216.8m
Profit before tax
2023: £212.6m
£(9.4)bn
Net flows
2023: £(10.6)bn
43%
Firm-wide investment
performance (3-year)
2023: 71%
£190.5m
Adjusted operating profit
2023: £206.9m
15.9p
Adjusted earnings per share
(“Adjusted EPS”)
2023: 17.3p
18.4p
Basic earnings per share (“Basic EPS”)
2023: 18.2p
30.6%
2
Staff ownership
2023: 28%
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 Financial Review
16 Our Strategy
18 Tracking our Strategic Progress
20 Our Stakeholders
22 Our Clients
23 Our Shareholders
24 Our People and Culture
26 Acting Responsibly as a Corporate Citizen
27 Risk Management
29 Principal Risks
34 Sustainability
38 TCFD Recommendations
51 Non-Financial and Sustainability
Information Statement
Governance
54 Chairman’s Overview
56 Board of Directors
61 DLC Nominations and Directors’ Affairs
Committee Report
64 DLC Audit and Risk Committee Report
70 DLC Sustainability, Social and Ethics
Committee Report
73 DLC Human Capital and Remuneration
Committee Report
79 Directors’ Remuneration Policy
87 Annual Report on Remuneration
100 Directors’ Report
104 Directors’ Responsibility Statement
Financial Statements
108 Independent Auditors’ Report
118 Consolidated Financial Statements
152 Annexure to the Consolidated
Financial Statements
154 Ninety One plc Company
Financial Statements
Additional Information
162 Glossary
164 Shareholder Information
Contents
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Strategic Report
Investing for a better tomorrow
Wildebeest, also known as gnu, inhabit eastern and southern Africa.
While much of the Wildebeest population is classified as of least
concern by conservation authorities, the animals need large and
contiguous landscapes for migration. These are diminishing as
competition with humans for land increases.
2
Ninety One Integrated Annual Report 2024
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Ninety One at a Glance
Our purpose What we offer
Split of our AUM
Ninety One is an active, global investment manager. Our goal
is to provide long-term investment returns for our clients while
making a positive difference to people and the planet.
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).
We have 1,187 employees operating
across more than 15 countries.
AUM by client type
Institutional 64%
Advisor 36%
AUM by asset class1
Equities 46%
Fixed income 25%
Multi-asset 16%
Alternatives 3%
South African 9%
fund platform
AUM by client group
Africa 41%
United Kingdom 19%
Asia Pacific
2
16%
Americas 12%
Europe 12%
1. Totals may not add up to 100% due to rounding.
2. Includes Middle East
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Ninety One Integrated Annual Report 2024
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,
regional and thematic basis, with each team investing
according to their own unique style and philosophy,
including sustainable equity. 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 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”)), sustainability and engagement,
investment analytics and trading teams.
The investment team consists of approximately 260
employees, including around 240 investment professionals.
Operations
Ninety One maintains a robust governance and control
environment to ensure operational efficiency and
resilience, through its key central services. We deploy a
globally integrated operations platform that partners with
service providers across the value chain where our internal
teams retain responsibility for oversight. Our operating
model allows for agility and efficiency. This is underpinned
by a framework aiming to deliver better technology-enabled
outcomes across the technology stack by partnering with
aligned providers, developing internal capabilities where
appropriate and encouraging a firm-wide technology-
enabled mindset.
The operations team consists of approximately
650 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.
We also have a fund platform in South Africa for independent
financial advisers that provides access to investment
products from both Ninety One and other managers.
The client group consists of approximately 270 employees.
How we operate
1. Includes Middle East.
Investments
Investment support
Operations
Human Capital
and Workplace
Legal, Compliance
and Operational Risk
Finance
and Tax
Investment and
Client Operations
Product
Management
Information
Technology
Equities Fixed income Multi-asset Alternatives
Client group
Africa United Kingdom Asia Pacific
1
Americas Europe
Global marketing
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Our Business Model
Our business model aims to create value for all our stakeholders,
including our clients, people and shareholders.
We put clients at the centre of our business
We develop
Active investment capabilities are
organically developed 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 earn investment
management fees, based on a
percentage of AUM, which 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.
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, teams 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 that 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.
Our clients
We develop and maintain relevant strategies and products for
our clients to invest in and achieve their long-term investment
objectives.
Read more about our clients on page 22.
Our shareholders
We generate sustainable returns over the long term for our
shareholders.
Read more about our shareholders on page 23.
Our people
We create an environment where our people can excel in
delivering for our clients and other stakeholders by enjoying
the work they do, while having the freedom to be themselves
within a team context and participating in the value they create.
Read more about our people on pages 24 to 25.
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.
Read more about our approach to sustainability on pages
36 and 37.
Find more details of how we engage with our stakeholders on pages 20 and 21.
Our defining characteristics
We create value for these stakeholders
How we create value
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Ninety One Integrated Annual Report 2024
The Essence of Ninety One
‘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 without sacrificing our individual selves.
Clients
Environment
Business
Society
Regulators
Family
Team
Yourself
Each other
Doing the right thing for our environment, society and each other is the driving force behind our purpose and our commitment to
investing for a better tomorrow. To achieve this, we place sustainability at the core of our business, via our three-dimensional
sustainability framework:
Invest
Sustainability analysis is integrated into
all of our investment strategies. We also
offer focused sustainable 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 real-world
carbon reduction.
Inhabit
We believe change starts at home.
We run our business responsibly
and act sustainably.
Our purpose of investing for a better tomorrow guides our
strategy and is supported by our values and culture.
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.
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.
Our values and culture
Responsible citizens
Our strategic principles
Read more about our approach to sustainability in our Sustainability and Stewardship Report.
Read more about our strategic priorities on pages 16 and 17.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Chairman and Chief Executive
Officer’sStatement
Market environment
For the second consecutive year, conditions remained
difficult for our industry and for Ninety One. The caution we
signalled at the beginning of the financial year was justified.
In the reporting period to March 2024, the higher-for-
longer interest rate scenario played out. This initially
supported continued risk aversion and lowered the
opportunity cost of not deploying capital into risk assets.
This interest rate environment has depressed the appetite
for investment in emerging markets. In addition, equity
market performance was extremely narrow for the first part
of the year, favouring passive equity investment over active
in developed markets. There are signs that market returns
have been broadening towards the back end of the
reporting period, which could restore demand for active
equity investment in due course. At the time of writing this
report, it was still too early to see evidence of returning
demand for emerging market investments.
These circumstances have impacted our results – in
particular, our net flows. However, it has not dampened
our motivation.
Ninety One is a risk-on business operating in what
we have described as a risk-off environment. Ours is a
predominantly long-only business, inherently exposed to
the price volatility of the financial assets in which we invest
client capital. We know that successful investing is about
taking sensible risks over the long term to generate
required returns, while client demand for exposure may
be cyclical from time to time.
Since inception in 1991, we have navigated adverse business
conditions by applying our well-tested investment processes,
concentrating on our clients and their requirements, and
ensuring that our people are well-resourced and focused
on the task at hand.
Our response to the current headwinds is not to change
course, but to focus on our chosen areas of expertise and
continue to seek market-leading positions which could be
scaled up in the years to come. We continue to develop our
investment capabilities and deepen our relationships with
our target clients.
Our business model remains people-centric, capital light
and technology enabled. Through the cycle, we continue
to build our intergenerational talent pipeline, maintain
capital discipline and invest in supporting technology and
the digitalisation of our business. Stability and our owner-
culture are key foundations for Ninety One and we have
no intention of undermining them because of temporary
headwinds. We think and act like owners, not employees.
Our people now collectively own over 30% of the equity
in Ninety One and this long-term orientation enables
appropriate alignment of interests with our stakeholders.
As always, we are mindful of our cost line and the need for
cost discipline through the cycle.
In line with our stated purpose of investing for a better
tomorrow, through building a better firm, striving to invest
better and actively contributing to a better world, our
sustainability efforts continue unabated. Ninety One
intends to play its part in the financing of the transition to a
more sustainable global economy. We are working hard to
grow our portfolio of sustainable strategies to give our
clients exposure to the winning companies of tomorrow
and to benefit from the growing opportunities offered by
the energy transition and the dynamism of emerging
markets.
Ninety One, and many other
public-markets-centric active
investment managers, faced
headwinds over the reporting
period. In the face of these
conditions, we delivered asolid
financial result and remain
confident of the underlying
strength of our business.
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Ninety One Integrated Annual Report 2024
Outperformance
Underperformance
Firm-wide investment performance
As at 31 March 2024
%
Since
inception
10-year
5-year
3-year
1-year
27
24
36
57
54
73
76
64
43
46
First quartile
Second quartile
Third quartile
Fourth quartile
Mutual fund investment performance1
As at 31 March 2024
%
10-year
5-year
3-year
1. Totals may not add up to 100% due to rounding.
1-year
47
43
27
26
34 4
23 17
12 42
44
19
34
20
6 4
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 is underpinned by a strong
culture and attractive working environment. Our skill sets
have been carefully developed and curated over many
years. We remain committed to our long-term strategy.
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.
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
Diversity and inclusion are key pillars on which our
employment proposition has been built and without the
right talent, we simply will not be able to compete. 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, once again, 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.
Solid financial results
Average AUM declined by 8% and Ninety One experienced
net outflows of £9.4 billion due to the circumstances
described above. Despite the challenges, Ninety One
delivered solid financial results. Our adjusted operating
profit decreased by 8% to £190.5 million (2023: £206.9
million), with an adjusted operating margin of 32.0% (2023:
32.7%). The adjusted EPS decreased by 8%, while the basic
EPS increased by 1%.
Investment performance
Our firm-wide investment performance has deteriorated
over the year. Style factors in a few of our large strategies
have struggled to keep pace with broad benchmarks while
remaining competitive against peers. In times like these, we
support our investment teams as much as possible by
limiting distractions and providing them with the resources
they need to deliver competitive investment results.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
FY 2022 FY 2023 FY 2024
2,484
2,532
(10,409)
(239)
(2,726)
(6,690)
Advisor Institutional
Net flows by client type1
£m
FY 2022 FY 2023 FY 2024
1,572
2,445
(6,912)
(2,942)
42
(1,166)
215
330
(6,861)
(1,923)
(1,231)
304
295
284
500
Fixed income
Equities
Multi-asset
Alternatives
SA fund
platform
Net flows by asset class1
£m
Net flows by client group1
£m
FY 2022
1,555
1,801
782
378
500
United Kingdom
Africa
Europe
Americas
Asia Pacific2
FY 2023
(954)
(1,521)
(1,170)
(2,283)
(4,720)
FY 2024
10
(2,044)
(2,810)
(1,740)
(2,832)
Chairman and Chief Executive Officer’s Statement
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 with our capabilities.
These include specialist global and international equities,
emerging market equities, emerging market fixed income,
including specialist credit, and sustainable investing.
We will continue to pursue them with vigour.
Despite the flow picture over the year, we have continued
to build our business. We have retained our growth mindset
and we continue to invest in our future.
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.
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 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. In order to serve the growing pools of
capital in the Middle East better, we have received
regulatory approvals to establish an office in the Kingdom
of Saudi Arabia and are in the process of receiving
regulatory approvals to establish an office the United
Arab Emirates.
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. These include, talent, creativity, teamwork
and agility.
Sustainability with substance
During the reporting period, we continued to deliver on
our commitment to put sustainability at the centre of our
business. As investors, we approach sustainability through
a fiduciary lens: managing risks and opportunities on behalf
of our clients in pursuit of required returns. We believe
there are vast commercial opportunities as the world
tackles its sustainability challenges, and we remain
dedicated to giving our clients access to them via their
portfolios. Climate remains a priority, given the existential
nature of this threat. But we are also seeking to respond to
the need for solutions to a wide range of sustainability
challenges, particularly in emerging markets.
1. Net outflows of £9.4bn in financial year 2024 (2023: £10.6 billion
in net outflows).
2. Asia Pacific includes Middle East.
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Ninety One Integrated Annual Report 2024
We continue to advocate strongly 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. 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. At the invitation of the president of the World
Bank Group, Ajay Banga, we are honoured to be part of
the Private Sector Investment Lab of the World Bank.
More information on our sustainability efforts are included
in our Sustainability and Stewardship Report, available
on our website and summarised on pages 36 to 37 of
this report.
The Board and governance
Our majority-independent dual-listed company Board of
Directors (“the Board”) is functioning well. No personnel
changes have been made over the past year. 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 6.4 pence
per share (2023: 6.7 pence) to shareholders at the Annual
General Meeting (“AGM”), resulting in a full-year dividend of
12.3 pence per share (2023: 13.2 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 8 August 2024
to shareholders on the register at 19 July 2024.
Outlook
Despite the market rally towards the end of the financial
year, the coming reporting period will offer 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.
We see ample long-term growth opportunities ahead
despite current market conditions and the rapidly changing
world in which we operate. These growth opportunities
depend on our ability to combine the desired investment
outcomes with the service expectations of our clients in
this highly competitive industry.
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
2024 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 20 and 21. Details of our relationships with
suppliers, regulators and peers are included on
page 26.
Further details of the Board’s activities are described in the
Governance Report on page 60.
Now, more than ever, we will focus on the investment task
at hand and do our best to meet the needs of our clients.
Our focus remains firmly on execution. We look to the
future with confidence.
Gareth Penny Hendrik du Toit
Chairman Founder and
Chief Executive Officer
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Financial Review
Financial results
1
£ million (unless stated otherwise) 2024 2023 Change %
Closing AUM (£’bn) 126.0 129.3 (3)
Net flows (£’bn) (9.4) (10.6) 11
Average AUM (£’bn) 123.9 134.9 (8)
Management fees 557.9 607.7 (8)
Performance fees 30.6 19.4 58
Net revenue 588.5 627.1 (6)
Other income 7.3 5.9 24
Adjusted operating revenue 595.8 633.0 (6)
Adjusted operating expenses (405.3) (426.1) (5)
Adjusted operating profit 190.5 206.9 (8)
Adjusted net interest income 17.7 9.4 88
Share scheme net credit/(expense) 8.6 (3.7) n.m.
Profit before tax 216.8 212.6 2
Tax expense (52.9) (48.8) 8
Profit after tax 163.9 163.8 0
Average management fee rate (basis points, “bps”) 45.0 45.0
Adjusted operating profit margin (%) 32.0 32.7
Number of full-time employees 1,187 1,208 (2)
1. Please refer to explanations and definitions, including alternative performance measures, on pages 13 to 14 and 162 to 163.
Adjusted operating profit decreased 8% to £190.5 million
(2023: £206.9 million). The adjusted operating profit margin
decreased to 32.0% (2023: 32.7%). Profit before tax
increased 2% to £216.8 million (2023: £212.6 million).
This financial review covers alternative performance
measures to reflect the manner in which management
monitors and assesses the financial performance of
Ninety One. Reconciliations to equivalents of the IFRS
®
Accounting Standards are provided in the alternative
performance measures section. Movements discussed as
part of the commentary below apply equally to the IFRS
®
Accounting Standards equivalent movements.
After facing considerable
headwinds this year, I am
pleased to present a set of
robust financial results for the
year ended 31 March 2024.
Assets under management
Closing AUM decreased by 3% to £126.0 billion (31 March
2023: £129.3 billion), reflecting net outflows of £9.4 billion
(2023: £10.6 billion) and positive market and foreign
exchange movements of £6.1 billion (2023: negative
£4.0 billion). Average AUM decreased 8% to £123.9 billion
(2023: £134.9 billion).
12
Ninety One Integrated Annual Report 2024
Adjusted operating revenue
Management fees decreased 8% to £557.9 million
(2023: £607.7 million), against an 8% decrease in average
AUM. The average management fee rate remained flat
at 45.0 bps (2023: 45.0 bps).
Performance fees were higher at £30.6 million (2023:
£19.4 million). Other income increased to £7.3 million
(2023: £5.9 million) and consists of operating interest,
gains or losses on FX and investments, and share of profit
from associates.
Adjusted operating expenses
Adjusted operating expenses decreased by 5% to
£405.3 million (2023: £426.1 million), driven by decreases
in both employee remuneration and business expenses.
Employee remuneration represented 64% (2023: 65%)
of the total expense base and overall, decreased by 6%
to £260.1 million (2023: £275.5 million). This was driven
mostly by a decrease in variable remuneration in line with
decreased adjusted operating profit. Average headcount
over the period decreased by 2% to 1,187 (2023: 1,208).
Over 50% of employee remuneration is variable and the
resulting compensation ratio was 43.7% (2023: 43.5%),
mainly reflecting the impact of the decreased adjusted
operating revenue.
Business expenses decreased by 4% to £145.2 million
(2023: £150.6 million). The year-on-year split of business
expenses was relatively unchanged from the prior year and
the largest expense item remained client and retail fund
administration.
Effective tax rate
The effective tax rate for the twelve months to 31 March
2024 was 24.4% (2023: 23.0%), against a headline UK
corporation tax rate of 25.0% (2023: 19.0%) and a headline
South Africa corporation tax rate of 27.0% (2023: 27.0%).
The increase in the UK corporation tax rate was the main
reason for the increase in the effective tax rate.
Assets and liabilities
The following review refers to shareholders’ numbers
only, and excludes the items that relate to Ninety One’s
investment-linked insurance business (undertaken through
one of its South African entities, Ninety One Assurance).
For more details, see page 152.
Total assets decreased to £761.4 million (31 March 2023:
£784.8 million) and total liabilities decreased to £393.8
million (31 March 2023: £434.9 million), mainly reflecting the
decreases in subscription accounts receivable and payable.
Ninety One’s liquidity position comprises cash and
cash equivalents of £375.3 million (31 March 2023:
£379.6 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
corporate banks and money market funds.
Capital and regulatory position
£ million 2024 2023
Equity 367.6 349.9
Non-qualifying assets
2
(43.9) (35.3)
Qualifying capital 323.7 314.6
Dividend proposed (58.2) (61.7)
Estimated regulatory requirement (112.2) (115.7)
Estimated capital surplus 153.3 137. 2
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 of companies
had an estimated capital surplus at 31 March 2024 and 31 March 2023.
2. Non-qualifying assets comprise assets that are not available to meet
regulatory requirements.
The estimated regulatory capital requirement is relatively
unchanged at £112.2 million (31 March 2023: £115.7 million).
Ninety One has an expected capital surplus of £153.3million
(31 March 2023: £137.2 million), which is consistent with the
commitment to a capital-light balance sheet. This resulted
in Ninety One having a capital coverage of 237% of its
capital requirement (31 March 2023: 219%). The capital
requirements for all Ninety One companies are monitored
throughout the year.
Dividends and returns of capital
During the year, Ninety One undertook two share buyback
programmes. Noting the share price and the capital
coverage, the Board considered it prudent to deploy the
surplus capital on the balance sheet in this manner.
The Board has considered the strength of the balance
sheet and the outlook for the remainder of the year.
In line with the stated dividend policy, the Board has
recommended a final dividend of 6.4 pence per share.
If approved at the AGM, the final dividend will be paid on
8 August 2024 to shareholders recorded on the UK and
South African share registers on 19 July 2024.
Alternative performance measures
Ninety One uses non-IFRS measures which include measures
used by management to monitor and assess the financial
performance of Ninety One.
Items are included in, 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 adjusted
operating revenue as these items are directly attributable
to operations;
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;
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;
13
Strategic ReportGovernanceFinancial StatementsAdditional Information
ɽ the share scheme net credit/expense 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.
Adjusted EPS is calculated on the after tax adjusted
operating profit divided by the number of shares in issue at
the end of the period, as management’s assessment is
that this is a reliable measure of Ninety One’s operating
performance.
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.
The non-IFRS measures are considered to be pro forma
financial information, 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
Ninety One’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 2024 2023
Net revenue 588.5 627.1
Share of profit from associates 1.3 1.4
Net gain on investments and
other income 12.0 7.0
Adjustments:
Deferred employee benefit
scheme gain (4.0) (1.3)
Subletting income (2.0) (1.2)
Adjusted operating revenue 595.8 633.0
Financial Review
£ million 2024 2023
Operating expenses 399.2 428.7
Adjustments:
Share scheme net credit/(expense) 8.6 (3.7)
Deferred employee benefit
scheme gain (4.0) (1.3)
Subletting income (2.0) (1.2)
Interest expense on lease liabilities 3.5 3.6
Adjusted operating expenses 405.3 426.1
£ million 2024 2023
Staff expenses 251.5 279.2
Adjustments:
Share scheme net credit/(expense) 8.6 (3.7)
Employee remuneration 260.1 275.5
£ million 2024 2023
Adjusted operating revenue 595.8 633.0
Adjusted operating expenses (405.3) (426.1)
Adjusted operating profit 190.5 206.9
Adjusted operating profit margin 32.0% 32.7%
£ million 2024 2023
Net interest income 14.2 5.8
Adjustments:
Interest expense on lease liabilities 3.5 3.6
Adjusted net interest income 17.7 9.4
£ million (unless stated otherwise) 2024 2023
Profit after tax 163.9 163.8
Adjusted net interest income
1
(17.7) (9.4)
Share scheme net (credit)/expense
1
(8.6) 3.7
Tax on adjusting items
1
6.8 1.6
Adjusted earnings attributable
to shareholders 144.4 159.7
Number of ordinary shares (m) 907.4 922.7
Adjusted EPS (p) 15.9 17.3
1. This comprises a component of “non-operating items” per definitions on page
163. Please refer to the alternative performance measures explained above as
well as the definitions on pages 162 to 163.
Foreign currency
Ninety One prepares its financial information in British
pound sterling. The results of operations and the financial
condition of Ninety One’s 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 pound 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 pound sterling for the twelve
month periods ended 31 March 2024 and 31 March 2023.
31 March 2024 31 March 2023
Year end Average Year end Average
South
African rand 23.84 23.54 22.10 20.46
US dollar 1.26 1.26 1.24 1.21
14
Ninety One Integrated Annual Report 2024
Statement of viability
In accordance with the UK Corporate Governance Code,
the Board has assessed the current position and prospects
of Ninety One over a three year period to 31 March 2027.
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 its internal
capital adequacy assessments and financial projections.
The financial projections incorporate both Ninety One’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
Ninety One 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
has concluded that Ninety One would have sufficient
capital and liquid resources in the respective scenarios and
that its ongoing viability would be sustained. It is possible
that a stress event could be more severe and have a
greater impact than it has 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 2027.
15
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
inprofessionally
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 to
contribute to the conversation on sustainable investing.
We aim to inhabit our world better by measuring and managing
the environmental and societal impact of our own business
activities.
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 – people
empowered with the freedom to create as they build a
successful, long-term and intergenerational business for
all our stakeholders.
Link to key performance indicators
Our progress in financial year 2024
ɽ Our current product offering remains relevant as well as diversified across asset classes and investment styles to suit the long-term
needs of our clients.
ɽ The year saw significant client engagement, with the quality and intensity of interactions remaining strong.
ɽ Clients however maintained a risk-off approach given a high interest rate environment, resulting in a misalignment of our strategies
and their immediate preference for lower-risk or uncorrelated assets.
ɽ Our long-term investment performance remained competitive, although short- and medium-term equivalents deteriorated, due
to style factors in a few of our large strategies struggling to keep pace with broad benchmarks during the year.
ɽ Due to the conditions above, we suffered another year of net outflows, which were driven by reduced inflows rather than increased
outflows, compared to the prior period.
• The level of outflows reduced from the prior period, which was a positive development.
• Despite the overall position, there were areas of positive net flow momentum, including from our South African fund platform
business, multi-asset credit, and sustainable and international equity strategies.
ɽ We have a track record of evolving our offering across asset classes to meet future client demand.
ɽ During the year, we continued to develop several strategies, including our Emerging Markets Transition Debt strategy.
These developments are aligned with where we see long-term investment opportunities and returns for our clients.
ɽ Despite the current challenging environment for attracting client assets, we are confident of the relevance of our offering
for clients into the long-term.
ɽ We believe in building enduring and deep relationships across institutional and advisor clients, where we continued to maintain
a diverse asset base.
ɽ This is evidenced by the continued deepening of client relationships across our locations and the opening of new presences, such
as in the Middle East later this year, where we see significant opportunity for growth.
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:
• Completing 44 Transition Plan Assessments (“TPA”s) to
evaluate progress of our highest emitters towards delivering
ambitious and credible transition plans and inform
engagement strategies.
• Adding new scenario-analysis tools to enhance our ability
to assess climate risks, and developing new analytical
frameworks to assess diversity, equity and inclusion, and
a Just Transition.
• Opening ‘Transition School’ for Ninety One investment
teams to further develop sustainable investing expertise.
ɽ Activities undertaken in our Advocate pillar included:
• A continued emphasis of the importance of a fair
and inclusive transition, as opposed to portfolio
decarbonisation, and the need for its adequate funding.
• Participating in the Taskforce on Nature-related Financial
Disclosures (“TNFD”) Forum and working groups of GFANZ,
the SMI and the Institutional Investors Group on Climate
Change (“IIGCC”).
• Publishing the fourth edition of our Planetary Pulse survey,
on whether asset owners are moving from decarbonising
their portfolios to reducing real-world emissions.
ɽ Progress made in our Inhabit pillar included:
• Making headway towards aligning Scope 1 and Scope 2
targets for 2030 with the targets of the Science Based
Targets initiative (“SBTi”), having reduced emissions by 25%
relative to a 2019 baseline (location based).
• Being carbon neutral on a Scope 1, 2 and Scope 3 (category
6) basis through our partnership with BioCarbon partners.
• Contributing 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.
ɽ During the year, our experienced and highly-skilled staff
complement showed significant commitment.
• Headcount decreased marginally to 1,187, mainly driven
by applying greater discipline to recruitment requests and
holding back on replacements.
• The total staff shareholding in Ninety One increased to
30.6%, demonstrating our strengthening owner-culture
and the long-term commitment of our people. (This staff
shareholding includes independent shareholdings by Forty
Two Point Two, Ninety One staff share schemes and other
direct staff shareholdings.)
• Staff turnover remained broadly in line with the prior year
at 10.0%.
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 our business,
they were provided with structural support through coaching,
facilitation and leadership offsites and development
conversations during the year.
ɽ We continued to actively communicate with our people,
including through regular staff updates, staff socials and
leadership and team offsites, which have all helped preserve
and perpetuate the unique culture of the business.
Key
Adjusted EPS
Investment performance
Net flows
Key employee retention and
succession planning
Commitment to sustainability
Relationships and reputation
16
Ninety One Integrated Annual Report 2024
4 5
Capture the growth
inherent in our current
capability set
Develop differentiated
strategies, anticipating
client needs
Focus on growth
inprofessionally
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 to
contribute to the conversation on sustainable investing.
We aim to inhabit our world better by measuring and managing
the environmental and societal impact of our own business
activities.
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 – people
empowered with the freedom to create as they build a
successful, long-term and intergenerational business for
all our stakeholders.
Link to key performance indicators
Our progress in financial year 2024
ɽ Our current product offering remains relevant as well as diversified across asset classes and investment styles to suit the long-term
needs of our clients.
ɽ The year saw significant client engagement, with the quality and intensity of interactions remaining strong.
ɽ Clients however maintained a risk-off approach given a high interest rate environment, resulting in a misalignment of our strategies
and their immediate preference for lower-risk or uncorrelated assets.
ɽ Our long-term investment performance remained competitive, although short- and medium-term equivalents deteriorated, due
to style factors in a few of our large strategies struggling to keep pace with broad benchmarks during the year.
ɽ Due to the conditions above, we suffered another year of net outflows, which were driven by reduced inflows rather than increased
outflows, compared to the prior period.
• The level of outflows reduced from the prior period, which was a positive development.
• Despite the overall position, there were areas of positive net flow momentum, including from our South African fund platform
business, multi-asset credit, and sustainable and international equity strategies.
ɽ We have a track record of evolving our offering across asset classes to meet future client demand.
ɽ During the year, we continued to develop several strategies, including our Emerging Markets Transition Debt strategy.
These developments are aligned with where we see long-term investment opportunities and returns for our clients.
ɽ Despite the current challenging environment for attracting client assets, we are confident of the relevance of our offering
for clients into the long-term.
ɽ We believe in building enduring and deep relationships across institutional and advisor clients, where we continued to maintain
a diverse asset base.
ɽ This is evidenced by the continued deepening of client relationships across our locations and the opening of new presences, such
as in the Middle East later this year, where we see significant opportunity for growth.
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:
• Completing 44 Transition Plan Assessments (“TPA”s) to
evaluate progress of our highest emitters towards delivering
ambitious and credible transition plans and inform
engagement strategies.
• Adding new scenario-analysis tools to enhance our ability
to assess climate risks, and developing new analytical
frameworks to assess diversity, equity and inclusion, and
a Just Transition.
• Opening ‘Transition School’ for Ninety One investment
teams to further develop sustainable investing expertise.
ɽ Activities undertaken in our Advocate pillar included:
• A continued emphasis of the importance of a fair
and inclusive transition, as opposed to portfolio
decarbonisation, and the need for its adequate funding.
• Participating in the Taskforce on Nature-related Financial
Disclosures (“TNFD”) Forum and working groups of GFANZ,
the SMI and the Institutional Investors Group on Climate
Change (“IIGCC”).
• Publishing the fourth edition of our Planetary Pulse survey,
on whether asset owners are moving from decarbonising
their portfolios to reducing real-world emissions.
ɽ Progress made in our Inhabit pillar included:
• Making headway towards aligning Scope 1 and Scope 2
targets for 2030 with the targets of the Science Based
Targets initiative (“SBTi”), having reduced emissions by 25%
relative to a 2019 baseline (location based).
• Being carbon neutral on a Scope 1, 2 and Scope 3 (category
6) basis through our partnership with BioCarbon partners.
• Contributing 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.
ɽ During the year, our experienced and highly-skilled staff
complement showed significant commitment.
• Headcount decreased marginally to 1,187, mainly driven
by applying greater discipline to recruitment requests and
holding back on replacements.
• The total staff shareholding in Ninety One increased to
30.6%, demonstrating our strengthening owner-culture
and the long-term commitment of our people. (This staff
shareholding includes independent shareholdings by Forty
Two Point Two, Ninety One staff share schemes and other
direct staff shareholdings.)
• Staff turnover remained broadly in line with the prior year
at 10.0%.
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 our business,
they were provided with structural support through coaching,
facilitation and leadership offsites and development
conversations during the year.
ɽ We continued to actively communicate with our people,
including through regular staff updates, staff socials and
leadership and team offsites, which have all helped preserve
and perpetuate the unique culture of the business.
17
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%
43%
FY23
FY22
FY21
FY20
FY24
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
deteriorated over the year.
ɽ Our long-term investment
performance remains
competitive (at 76%
outperformance on a 10-year
basis), supporting our
confidence in our investment
processes and demonstrating
the expertise of our investment
teams to navigate challenging
and fast-moving markets.
Adjusted EPS
17.0p
19.2p
15.9p
16.1p
17.3p
FY23
FY22
FY21
FY20
FY24
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 Ninety One delivered a solid
financial performance with
cost discipline.
ɽ Adjusted EPS decreased
by 8% in the year, driven by
reduced average AUM and
management fee revenues.
ɽ The business bought back
approximately 15 million
shares (approximately 1.6% of
opening issued share capital)
during the year.
Net flows
£(10.6)bn
£(9.4)bn
£5.0bn
(£0.2bn)
£6.0bn
FY23
FY22
FY21
FY20
FY24
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 negative
during the year due to
ongoing headwinds, including
a low investor appetite for
risk-on public strategies.
ɽ Despite this, the level of
outflows has reduced
compared with the prior year.
Therefore, the overall net
outflows were driven by
reduced inflows as clients
rebalanced their portfolios
and reallocated away from
risk-on strategies.
ɽ Nevertheless, we remain
well-positioned for future
client demand and growth,
especially in the areas of
global and international
equities, emerging market
equities, and emerging market
fixed income – including
specialist credit and
sustainable investing.
See the Financial Review section on
pages 12 to 15 for more information.
See the Chairman and Chief Executive Officer’s
Statement on pages 8 to 11 and the Our Strategy
section on pages 16 and 17, for more information.
See the Chairman and Chief
Executive Officer’s Statement
on pages 8 to 11 and the
Our Strategy section on pages
16 and 17, for more information.
18
Ninety One Integrated Annual Report 2024
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 remained
broadly in line with the prior
year, reflecting our ability to
maintain workforce stability.
ɽ Building talent density remained
a priority with some associated
people and team changes made
during the year.
ɽ We 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
30.6%, 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 another year of intense
client engagement where, as ever,
client service was the priority.
ɽ It was also a 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 to
time under the firm’s
sustainability framework.
Why it’s important
From the start, Ninety One has
been committed 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, developing specific
sustainability strategies, 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 of 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. However,
there was still progress, including
the development of relevant new
strategies, repositioning teams
for success and cost discipline.
ɽ There are ample opportunities for
growth once risk appetite returns.
See our Sustainability and Stewardship Report
for more information.
See the Our Strategy section on
pages 16 and 17, for more information.
See the Our Strategy
section on pages 16 and
17, for more information.
See the Our Strategy
section on pages 16 and
17, for more information.
Key
Strong achievement
Expected achievement
Limited achievement
19
Strategic ReportGovernanceFinancial StatementsAdditional Information
Our Stakeholders
Our clients Our shareholders Our people 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.
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 a people business with a culture that is vital for 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.
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 financial year 2024
Most of our client engagement was conducted face-to-face,
although we also engaged virtually when it was more practical
or preferable to do so. As such, we were able to reach a broad
client base more frequently over the year.
Engagement over the year:
ɽ The approach to client engagement continues to evolve as
we find different ways to add value to our relationships.
ɽ Throughout the year, we prioritised more intimate events
where discussions and actions may be increasingly relevant.
We also created more connectivity across our broader
organisation to bring our global platform to each of the local
regions where our clients operate.
ɽ Key topics of interest for our clients included the outlook for
emerging markets over the next decade, and how clients can
reframe the challenge to achieve net-zero alignment in the
real world while searching for returns.
ɽ Our clients regularly fed 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
received and discussed information on our investment
performance, net flows, client engagement activities and
related risks. This enabled 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 are maintained.
During the year, we maintained a comprehensive programme
of investor engagement:
ɽ Following the release of our interim results, the Chief
Executive Officer and Finance Director met with
shareholders, investors and analysts. Furthermore, our
recorded webcasts and materials from previous results
presentations are always 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 following the release
of our results.
ɽ There was also significant shareholder engagement during
the year, including specific engagement with shareholders
as part of our governance roadshow and ahead of the AGM.
ɽ The AGM, held in a hybrid form in July 2023, was an important
event attended by all directors, where all shareholders could
access the meeting and ask questions. We welcomed the
strong support for all our resolutions from our shareholders, in
part due to our shareholder engagement ahead of the AGM.
ɽ An interim dividend was paid in December 2023 and a final
dividend was proposed in June 2024.
ɽ The Board received 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 received
and discussed information on key market developments,
business performance, financial results and internal forecasts.
This enabled 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.
Our people remain engaged, motivated and committed and
through our various interactions, they feel valued and supported
by Ninety One.
Engagement over the year:
ɽ Various forms of staff communication took place, including:
• Daily team discussions and regular feedback sessions.
• Quarterly investment team updates to all staff.
• Regular updates by senior management to their teams on
developments in the business.
• Staff emails and updates by the Chief Executive Officer to
ensure strategic decisions made by the Board were well
understood across the organisation.
ɽ There were also 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 were available for the benefit of all
employees, including in the area of talent development.
ɽ We encouraged our people to volunteer for charitable
causes and support multiple charities that are close to their
hearts, either via paid volunteering days or by matching the
donations raised by our staff.
ɽ The Board (and its relevant subcommittees) regularly
received and discussed information on our people
developments, including new hires, departures, talent
reviews, training, diversity, remuneration and people
initiatives. This enabled the Board to have effective oversight
of talent development, retention and any concerns relating
to staff.
ɽ Colin Keogh continued as our Non-Executive Director
responsible for workforce engagement and led two
successful engagement forums during the year, including one
attended by the entire Board. The Board engaged directly
and informally with the workforce and welcomed employee
feedback which helps to inform the Board’s discussions,
decision-making and integrity of our unique culture.
We continued to conduct our business and operations as
responsible citizens. Examples over the year included:
ɽ Emphasising the importance of a fair and inclusive transition,
as opposed to portfolio decarbonisation, and that the
transition needs to be adequately funded, especially in
emerging markets, at various forums including COP28.
ɽ Our people regularly volunteered for charitable causes and
raise money for various charities globally. Ninety One
continued to match the donations raised by our staff.
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 Launching the ‘For Tomorrow’ charitable share class within
the Ninety One Global Sustainable Equity Fund to support
the Tusk Trust.
ɽ Partnering 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 There was regular engagement with our suppliers, with the
Board discussing updates to key supplier relationships.
ɽ The Board (and its relevant subcommittees) received and
discussed information on our various sustainability initiatives
and developments to gain a good understanding of the
overall positioning of our business against the expectations
of this stakeholder group.
The Board has considered the interests of stakeholders throughout the year.
See Our Shareholders section on page 23
for further details.
See Our Clients section on page 22
for further details.
20
Ninety One Integrated Annual Report 2024
Our clients Our shareholders Our people 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.
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 a people business with a culture that is vital for 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.
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 financial year 2024
Most of our client engagement was conducted face-to-face,
although we also engaged virtually when it was more practical
or preferable to do so. As such, we were able to reach a broad
client base more frequently over the year.
Engagement over the year:
ɽ The approach to client engagement continues to evolve as
we find different ways to add value to our relationships.
ɽ Throughout the year, we prioritised more intimate events
where discussions and actions may be increasingly relevant.
We also created more connectivity across our broader
organisation to bring our global platform to each of the local
regions where our clients operate.
ɽ Key topics of interest for our clients included the outlook for
emerging markets over the next decade, and how clients can
reframe the challenge to achieve net-zero alignment in the
real world while searching for returns.
ɽ Our clients regularly fed 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
received and discussed information on our investment
performance, net flows, client engagement activities and
related risks. This enabled 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 are maintained.
During the year, we maintained a comprehensive programme
of investor engagement:
ɽ Following the release of our interim results, the Chief
Executive Officer and Finance Director met with
shareholders, investors and analysts. Furthermore, our
recorded webcasts and materials from previous results
presentations are always 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 following the release
of our results.
ɽ There was also significant shareholder engagement during
the year, including specific engagement with shareholders
as part of our governance roadshow and ahead of the AGM.
ɽ The AGM, held in a hybrid form in July 2023, was an important
event attended by all directors, where all shareholders could
access the meeting and ask questions. We welcomed the
strong support for all our resolutions from our shareholders, in
part due to our shareholder engagement ahead of the AGM.
ɽ An interim dividend was paid in December 2023 and a final
dividend was proposed in June 2024.
ɽ The Board received 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 received
and discussed information on key market developments,
business performance, financial results and internal forecasts.
This enabled 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.
Our people remain engaged, motivated and committed and
through our various interactions, they feel valued and supported
by Ninety One.
Engagement over the year:
ɽ Various forms of staff communication took place, including:
• Daily team discussions and regular feedback sessions.
• Quarterly investment team updates to all staff.
• Regular updates by senior management to their teams on
developments in the business.
• Staff emails and updates by the Chief Executive Officer to
ensure strategic decisions made by the Board were well
understood across the organisation.
ɽ There were also 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 were available for the benefit of all
employees, including in the area of talent development.
ɽ We encouraged our people to volunteer for charitable
causes and support multiple charities that are close to their
hearts, either via paid volunteering days or by matching the
donations raised by our staff.
ɽ The Board (and its relevant subcommittees) regularly
received and discussed information on our people
developments, including new hires, departures, talent
reviews, training, diversity, remuneration and people
initiatives. This enabled the Board to have effective oversight
of talent development, retention and any concerns relating
to staff.
ɽ Colin Keogh continued as our Non-Executive Director
responsible for workforce engagement and led two
successful engagement forums during the year, including one
attended by the entire Board. The Board engaged directly
and informally with the workforce and welcomed employee
feedback which helps to inform the Board’s discussions,
decision-making and integrity of our unique culture.
We continued to conduct our business and operations as
responsible citizens. Examples over the year included:
ɽ Emphasising the importance of a fair and inclusive transition,
as opposed to portfolio decarbonisation, and that the
transition needs to be adequately funded, especially in
emerging markets, at various forums including COP28.
ɽ Our people regularly volunteered for charitable causes and
raise money for various charities globally. Ninety One
continued to match the donations raised by our staff.
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 Launching the ‘For Tomorrow’ charitable share class within
the Ninety One Global Sustainable Equity Fund to support
the Tusk Trust.
ɽ Partnering 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 There was regular engagement with our suppliers, with the
Board discussing updates to key supplier relationships.
ɽ The Board (and its relevant subcommittees) received and
discussed information on our various sustainability initiatives
and developments to gain a good understanding of the
overall positioning of our business against the expectations
of this stakeholder group.
The Board has considered the interests of stakeholders throughout the year.
See our Sustainability and Stewardship Report
for further details.
See Our People and Culture section on pages 24 and 25
for further details.
21
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 advisors.
Our client proposition
This is an increasingly competitive industry which requires
us to constantly improve our understanding of client needs.
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 foster and grow our client relationships.
Pursuing investment excellence sits at the heart of our
client proposition. We prefer to develop our investment
capabilities organically over the long term. This has helped
to create a distinctive offering in the areas of specialist
equities and differentiated credit, where we seek to be
highly relevant to our clients. Our clients value the different
perspectives we can offer, which are driven by our firm’s
unique culture, long-term commitment to our people,
heritage in emerging markets and substance-centred
approach to sustainability.
Client engagement
We place great emphasis on the strength of our client
relationships. In addition to positive investment outcomes,
we aim to support our clients through an informed
understanding of their investment goals and the issues
they are addressing across their portfolios. By doing so, we
are more alert to the issues our clients grapple with, and
get a clearer view of how we can be of greatest relevance
to them.
Our clients have remained cautious with their outlook and
allocation decisions over the reporting period. Prompt
and proactive engagements are essential parts of our
interaction with clients, particularly those looking to their
investment partners for discussion and guidance. Emerging
market allocations continue to be closely scrutinised and
have been an area of focus for several discussions. Ninety
One’s Investment Institute followed up its research into the
structural outlook for emerging markets by assessing their
diversification advantages. The output aims to help clients
better assess the potential for emerging market allocations
in an increasingly multipolar world.
Addressing the question of sustainability remains a primary
theme in our client engagements, with climate factors
still very much front and centre. The debate has largely
centred around practical issues, including how net-zero
approaches can be applied to the sovereign components
of portfolios and how interim net-zero targets and metrics
can evolve to be more effective at supporting real-world
change. Ninety One’s Planetary Pulse survey of asset
owners in 2023 revealed critical areas for further discussion
– including a fear of misalignment of net-zero frameworks
with real-world decarbonisation and whether their
implementation in the years ahead would influence or
hamper return objectives. We have focused a great deal of
our research on how clients can reframe the challenge to
achieve real-world decarbonisation while seeking returns.
See our Sustainability and Stewardship Report for further details.
The hype surrounding artificial intelligence (“AI”) generated
significant interest and engagements with clients – both in
terms of the investment implications and how Ninety One
is mobilising to incorporate AI into its business and
operations. In addition to several insight pieces designed
to help clients think through the implications, a cross-
capability, firm-wide working group has been actively
assessing the opportunity set for AI, an area we all expect
to evolve quickly.
Overall, our approach to client engagement continues
to progress as we find different ways to add value to our
relationships. We are prioritising smaller, more intimate
events where discussions may be increasingly relevant and
actionable. We are also creating more connectivity across
our broader organisation to bring our global platform to
each of the local regions where our clients operate.
Refer to page 20 for more information on the Board’s
engagement with our clients.
Examples of Ninety One’s thought leadership for clients during the year:
Emerging market volatility
shifts lower
Net-zero investing: searching for
returns and real-world change
A new capex supercycle: driving
powerful and transformative growth
22
Ninety One Integrated Annual Report 2024
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 continuously look to improve our
interactions 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 pages 102 and 103.
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. This year, we conducted a
number of investor meetings, mostly virtually. 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 2024) with our largest shareholders.
Discussions were varied and included topics such as
succession planning, flexibility of the cost base and general
Board- and governance-related matters. We also used this
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
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. Our Chairman reminded shareholders of our intention
not to dilute shareholdings unnecessarily, rather retaining
an option that allows effective and optimal use of capital.
Refer to page 20 for more information on the Board’s engagement
with our shareholders.
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 2023 AGM in a hybrid form. The AGM in
London ran 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
2023 AGM included topics such as people and culture,
corporate social responsibility and investments. All
proposed resolutions were passed, with shareholder
support for each ranging from 79% to 100%.
The results of our AGM shareholder voting are available on our
website and can be found at ninetyone.com/investor-relations.
23
Strategic ReportGovernanceFinancial StatementsAdditional Information
Our People and Culture
We are a people-centric business
and recognise our employees
as the stewards of our strategy.
In nurturing talent and committing
to an owner culture, we continue
to deliver enduring investment
outperformance, outstanding
service and value for our clients
and shareholders.
Our culture is guided by our overriding value to ‘do the right
thing’ and our philosophy for success is based on
the concept of ‘freedom to create’.
Read more about our culture and values on page 7.
Employee engagement
Our leadership, along with our human capital team,
evaluate and assess our culture and employee
engagement through comprehensive methods such
as team development sessions, one-on-one coaching
and firmwide offsites.
Colin Keogh continued as our Non-Executive Director
responsible for workforce engagement and led two
successful engagement forums (one in the UK and one in
South Africa). The topics of discussion included diversity
and inclusion, company strategy and the current economic
environment. Feedback affirmed that our people feel
valued and supported.
Leadership development
Leadership development is key to the long-term success of
our business, and is structured over three focus areas:
ɽ Leading self;
ɽ leading others; and
ɽ leading the organisation.
Our philosophy of learning is that on-the-job experience,
combined with developmental feedback loops allow our
leaders to grow into their roles. Our human capital team
also provides structured support to our leaders through
coaching and facilitation at offsites.
Regulatory training
All of our employees are required to take part in our
compliance training programmes, which cover various
topics including conflicts of interest. We also host
technical updates from external providers to deliver
bespoke training. Any procedural changes due to
regulatory changes are implemented by the compliance
team as part of their monitoring programme.
Rewarding our people
We consider remuneration to be an important element of
our employee value proposition, which has been designed
to attract, retain, and motivate our people. 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,
we promote our people ownership, which leads
to closer alignment with our shareholders’ and
clients’ interests.
Wellbeing
We focus on physical, mental and financial wellbeing, and
aim to provide support through all stages of life and career.
Our culture promotes and encourages openness around
health and mental wellbeing and our offering this past
year included:
ɽ A global wellbeing offering with support for different
life events – including menopause and retirement;
ɽ a full calendar of speaker events; and
ɽ a flu vaccine.
In addition to our wellbeing programmes, we have firm-
wide policies in place to ensure that our people work in a
safe and healthy working environment. These include our:
ɽ Global Health and Safety Policy;
ɽ Whistleblowing Policy; and
ɽ Equality Policy.
Diversity and belonging
True to our heritage, Ninety One is committed to creating
an environment rich in diversity, where our demographics
increasingly reflect society and our client base, and where
all people feel welcome and respected and have a fair
opportunity to develop and contribute.
24
Ninety One Integrated Annual Report 2024
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.
In order to achieve change that is meaningful and
sustainable, we do not approach diversity in isolation, but
rather within the context of our culture. As noted before,
our core values – to do the right thing, and having the
freedom to create – are our source of differentiation and
competitive advantage. We fundamentally believe that the
path to diversity and inclusion is freedom – the freedom to
express individuality, the freedom to pursue opportunities,
and the freedom to maximise one’s potential. Diversity and
inclusion are collective and continuous responsibilities.
Our aim is to ensure people of different backgrounds,
cultures, beliefs and perspectives feel comfortable and
welcome at Ninety One. We are proud of the culture that
we have fostered over time, and which appreciates and
sees true and authentic value in differences. We believe
our culture is at the cutting edge of balancing freedom and
expression of individuality, with an overarching sense of
belonging and common purpose. These are building blocks
that provide our people with the opportunity to build
successful careers and thrive in a collaborative work
environment. In turn, it leads to better results and outcomes
for our clients.
Our philosophy of diversity and belonging encompasses:
ɽ A commitment to diversity – our commitment is to
nurture diversity that reflects society and our clients.
We provide equal opportunities in an environment
where respect and acceptance are key;
ɽ shared responsibility – we believe diversity and
inclusion are collective obligations. Both the
organisation and individuals are held accountable to
counter prejudice, discrimination, and mistreatment;
ɽ a culture of inclusion – we drive value by appreciating
differences, creating a culture that fosters individual
expression and belonging. This leads to collaboration
and superior outcomes for our clients;
ɽ an emphasis on freedom – our approach to diversity
and inclusion emphasises individual freedom to
express, seize opportunities, and realise potential.
We do not assume a level playing field; and
ɽ cultural integration – our core values incorporate our
diversity initiatives, giving us a distinct competitive edge.
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
% 36% 64%
Other employees % 49% 51%
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
5 1 3 1
% of executive
management 50% 10% 30% 10%
Board Diversity Policy
We recognise and embrace the benefits of having a
diverse Board which reflects our global business. We see
maintaining diversity at Board level as an essential element
of improving decision-making, perspective, governance
and good leadership. A diverse Board will include and make
good use of differences in the skills, experience, cultural
background, race, gender and other distinctions between
members of the Board. The composition and appointments
of the Board should be made on merit and be diverse.
In reviewing Board composition, we consider the benefits of
all aspects of diversity and applicable legal and regulatory
requirements to enable Ninety One to discharge its duties
and responsibilities effectively. As part of the annual
performance evaluation and assessment of the Board,
Board committees and individual Directors, we consider
the balance and mix of skills, experience, independence,
knowledge and the diversity representation on the Board,
how the Board works together as a unit, and any other
factors relevant to its effectiveness.
25
Strategic ReportGovernanceFinancial StatementsAdditional Information
Acting Responsibly
as a Corporate Citizen
Our aim to build 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 anti-
corruption and anti-bribery, which are not published
externally. These include our Financial Crime Compliance
Policy, which consolidates a number of policies and sets
out our approach to mitigating the risks arising from
exposure to financial crime, as well as a Whistleblowing
Policy, Third Party Benefits 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 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 value the relationships we have built with our suppliers
over the years and recognise the value they provide to our
business. We continue to work with our suppliers to ensure
they adhere to the standards and 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 have adopted a
global approach to modern slavery. We will not knowingly
support and/or do business with any third party involved
in slavery and/or human trafficking. We further review
suppliers with respect to their approach to sustainability
and diversity and we also ask that they treat and
remunerate their staff fairly.
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 Financial Crime Compliance Policy includes
rules 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.
26
Ninety One Integrated Annual Report 2024
Risk Management
Our risk management and internal
control framework is supported
by an embedded risk culture and
strong risk governance.
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
Ninety One articulates its culture through its guiding value
to ‘do the right thing’, which is embedded in its 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
establishing and maintaining an effective internal control
framework. To help ensure that Ninety One’s culture and
values permeate throughout the business, various policies
are in place that set clear expectations for employees.
External third-party service providers are also made aware
of relevant internal policies and the service standard levels
expected of them.
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
Ninety One’s 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 64 to 69 of this report.
The ARC (and executive management) are supported by
a Management Audit Committee (“MAC”) and the MRC.
The MAC oversees the completeness, accuracy and
effectiveness of financial reporting, corporate tax
compliance 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 that sufficient and
effective risk mitigation activities and processes are in
place. The MRC is attended by senior leaders 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.
Each risk is assessed and assigned a risk materiality rating
based on Ninety One’s 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. They are:
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.
FY 2024 developments
During the 2024 financial year, several initiatives were
undertaken by Ninety One’s risk functions to enhance the
risk management framework and the way risk is managed:
ɽ The Operational Resilience framework was further
developed with the implementation of more extensive
scenario testing, to gain a comprehensive understanding
of the resilience of Ninety One’s important business
services, and identify areas where action needs to be
taken to remediate vulnerabilities, and build their
resilience over time;
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Strategic ReportGovernanceFinancial StatementsAdditional Information
ɽ the Risk and Control Self-Assessment (“RCSA”)
process was refined to help manage operational risk
and maintain ongoing oversight of Ninety One’s
risk profile;
ɽ the macro-economic environment, including
inflationary pressure, and rising interest rates, was
more closely monitored and Ninety One’s approach
was adapted as appropriate;
ɽ further investment was made in technology and the
ongoing maturity of Ninety One’s cyber mitigation
controls to ensure that the management of cyber risk
remains appropriate to mitigate the continued and
changing nature of the threat and to support the
growth of the business; and
ɽ Generative AI continued to be safely and ethically
explored as a potential catalyst for innovation, to
optimise processes and operational efficiency.
Assessment of risks
Ninety One periodically assesses the risks faced by the
business. Several key risk categories, including Business
and Strategic, Investment and Operational risk, have been
assessed utilising the intelligence gathered from the risk
management framework tools, including risk assessments,
key indicators, stress and scenario tests and learnings from
internal and external events. This process also takes
account of macro, sustainability, climate and other 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
Risk Management
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
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Ninety One Integrated Annual Report 2024
Principal Risks
Key:
Risk profile change over the financial year
Risk exposure has improved
Risk exposure has remained stable
Risk exposure 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 2024
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, which ensures Ninety One has
the right structure, leadership, culture, and
resources to execute it.
ɽ The Chief Executive Officer, with support of
executive management, regularly reviews
and monitors progress against Ninety One’s
strategic objectives. Appropriate action is taken
as necessary to ensure that delivery of the
strategy remains relevant and on track.
ɽ Ninety One analyses and monitors a broad
range of financial and non-financial measures
to support the execution of its strategy.
Ninety One adopts a long-term approach to
the development and delivery of its strategy,
while remaining cognizant of the environment
and uncertainties within which it operates.
While managing risks arising from an uncertain
economic outlook, geopolitical conflicts, and
legislative changes, the strategic principles of
the prior year remain unchanged.
The challenges of the year meant that
there were overall net outflows. However,
the business has delivered a solid financial
performance as a result of being focused
on executing its strategy and taking
decisive action.
See Our Strategy section on pages
16 and 17 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 continuously monitors its external
environment, and adaptions are made to its
business strategy in response, including strict
cost management where appropriate.
ɽ The group’s geographical footprint and
investment strategy, product, and client
diversification provide some mitigation in
relation to the impact of adverse external
factors.
ɽ Ninety One’s compliance team monitor new and
emerging regulations relevant to its business,
to ensure early engagement in any areas of
potential change.
This year, the business has navigated rising
interest rates and inflation headwinds,
which have been exacerbated by increased
geopolitical uncertainty.
Despite a fall in AUM, as clients implemented
a risk-off strategy across their portfolios,
Ninety One took steps to manage its cost
base proactively and successfully and
remains profitable.
Looking forward, the markets remain
unsettled because of geopolitical uncertainty
in a year of electoral change. However,
Ninety One begins the year in a strong
position to regain its growth momentum.
See the Chairman and Chief ExecutiveOfficer’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 the
Board-approved enterprise-wide risk categories used to
monitor and report the risk exposures posing the greatest
impact to Ninety One. Overall, Ninety One’s risk profile
remained stable during the period. Ninety One is in the
process of conducting a detailed review of the enterprise
risk management framework, which may result in a
reclassification of the principal risks in 2024.
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:
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Business and strategic risks continued
Risk Risk management/mitigation Update on the risk assessment in FY 2024
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 The product development and commercial
strategy teams focus on strategy, research,
and innovation so that Ninety One has a clear
product focus, offering a diverse mix of
investment capabilities and differentiated
strategies to meet current client needs, and
anticipate any future changes in demand.
ɽ Client-facing professionals are in close contact
with clients to ensure a deep understanding of
their needs, preferences, and behaviours. This
ensures that Ninety One can better anticipate
changes in client expectations and demands
and react in a timely manner to any concerns.
ɽ Product risks are managed through Ninety
One’s formal product governance framework,
to ensure its products consistently meet existing
requirements and deliver good client outcomes.
Ninety One remains committed to evolving
its product offerings to best serve its clients.
A key focus this year was amending and
evolving those strategies that no longer
reflect client demand. Additionally, certain
capabilities have been expanded through
the development and launching of flexible
‘evergreen’ private credit solutions with no
fixed end date. These offerings provide clients
with new avenues for diversification that
cater to their distinct investment goals.
Maintaining a disciplined product development
process allows Ninety One to continuously
evaluate and refine its offerings. As a result,
products are closed, transitioned, or amended
on an ongoing basis, to ensure Ninety One
delivers the most attractive solutions in
differentiated strategies for investors.
See the Chairman and Chief Executive
Officer’s Statement on pages 8 to 11 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 clients and prospects in
a unique and differentiated way.
ɽ Well-defined and effective recruiting strategies
are in place that set out how Ninety One will
attract, identify, hire, and retain high-calibre
people, supported by competitive and
long-term incentive plans.
ɽ Talent development programs are in place
to nurture employee potential and prepare
employees for future roles in the business,
with a focus on diversity, enhancing skills and
capabilities, strong levels of performance, and
employee wellbeing. Skilled and relationship
focused leaders and managers are also
targeted to positively impact the engagement
of employees.
ɽ Hiring activities and indicators of employee
attrition are continuously monitored to ensure
effective people forecasting to meet business
demands.
Ninety One’s skilled and talented teams persist
in driving excellence across all areas of the
business, positioning themselves effectively
and resiliently to navigate through another
uncertain and challenging cycle.
Given employees are Ninety One’s most
valuable resource, Ninety One has actively
supported ongoing skills enhancement
through training and development programs.
Ninety One also continued to prioritise
employee wellbeing, supporting various
initiatives such as employee health screenings
and providing employee assistance
programmes.
See Our People and Culture section on
pages 24 and 25 for more information.
5. Sustainability
Failure to address and embed
Sustainability-related risks in Ninety
One’s 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.
A defined sustainability framework provides
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.
Ninety One continues to address and
embed sustainability within the 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 and Stewardship Report.
Strategic priorities: 5
Risk profile:
Strategic priorities: 1, 2, 3, 4
Risk profile:
Strategic priorities: 1, 2, 3, 4
Risk profile:
Risk Management|Principal Risks
30
Ninety One Integrated Annual Report 2024
Investment risks
Investment risks are where Ninety One does 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 2024
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, which are 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 Ninety One’s 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 continued
geopolitical risk, a narrow equity market
given the performance of the ‘Magnificent
Seven’ boosted by AI advancements, as well
as the impact of higher interest rates across
developed economies.
Broadly speaking, most investment strategies
performed as expected, given the market
conditions.
The longer-term performance and track
record for most of the strategies remains
satisfactory.
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 Ninety One’s established risk
management processes and governance
structure.
Overall portfolio risks have remained within
acceptable parameters in the face of
continued geopolitical risk, particularly
the Russia-Ukraine war and Gulf tensions.
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 Ninety One’s products
on an ongoing basis.
Market liquidity through the financial year
has remained largely stable across asset
classes, with some pockets of stress,
particularly around the credit markets as the
period was characterised with low levels of
new issuance. However, this trend has been
bucked towards the end of the period as
spreads reached all-time ‘right’ levels,
making issuance attractive.
Ninety One portfolios continued to
implement their investment strategies and
service client flows without disruption.
Strategic priorities: 1, 2, 3, 4
Risk profile:
Strategic priorities: 1, 2, 3, 4
Risk profile:
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Risk Management|Principal Risks
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 disruptions 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.
Risk Risk management/mitigation Update on the risk assessment in FY 2024
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 Ninety One maintains and operates within a
system of internal controls that facilitate its
effective and efficient operation.
ɽ Operational risk is managed across Ninety One
through a framework that includes a RCSA
process and a risk event management process,
to facilitate the implementation of control
improvements.
ɽ The alignment between Ninety One’s internal
audit, risk management and compliance
functions provides a holistic approach to
understanding risk and providing assurance
on the ongoing effectiveness of controls.
The assessment and management of risks
and the supporting control environment
is undertaken with the view to maintaining
an acceptable level of residual risk. This
is achieved through Ninety One’s RCSA
process, risk events and issues management,
and other key assurance activities that
are designed to assess risk exposures and
enhance controls or introduce new controls,
where appropriate.
There were no significant changes to Ninety
One’s overall approach to risk governance or
its operation in the period.
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 Ninety One’s third party oversight framework
is well embedded and consists of policies,
procedures, and tools to govern the oversight
of key third parties, including its approach
to selection, due diligence, onboarding,
management, and oversight monitoring.
ɽ Ongoing monitoring of third parties is managed
through regular interactions, where risk and
performance measures are monitored and
assessed against predefined and expected
standards to ensure effective risk management
of outsourced operations.
Ninety One continued to maintain close
partnerships with key service providers to
leverage specialist expertise, and integration
benefits and synergies. This was especially
relevant across technology, digital, and data
in order to facilitate Ninety One’s strategic
growth acceleration.
Ninety One also prioritised collaboration with
certain service providers to improve current
servicing models – aiming to capitalise on
the strengths and resources of the servicing
relationships, enhance operational resilience,
and align service providers more closely with
Ninety One’s evolving business requirements.
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 A dedicated Information Security, Cyber and IT
Risk function is responsible for the operation of
Ninety One’s IT risk management framework,
including information and cyber-security
governance policies, procedures, and training.
ɽ An externally managed specialist security
provider enhances Ninety One’s ability to
detect, investigate and respond to unauthorised
and/or suspicious activity.
ɽ Ninety One’s technology environment is subject
to regular testing, such as penetration testing,
vulnerability scans and patch management.
ɽ The development of proprietary technology
systems and the adoption of emerging
technologies are rigorously researched and
tested and implemented via a well embedded
change management process.
Ninety One continued to invest in technology
to support the growth of the business with
the goal of improving efficiency, agility,
and competitiveness. Cloud computing is
considered a key enabler to this as it provides
Ninety One with the ability to create, deploy
and scale new services and applications
quickly and easily. These advancements are
supported by regular security assessments
to identify potential information security
vulnerabilities and provide greater insight into
the areas of focus to enhance Ninety One’s
cyber defence capabilities.
Ninety One remains alert to the continuous
monitoring of the external threat environment.
This ensures that the management of cyber
risks remains appropriate to mitigate cyber
threats, which are continuous and changing
in nature.
Strategic priorities: 1, 2, 3
Risk profile:
32
Ninety One Integrated Annual Report 2024
Risk Risk management/mitigation Update on the risk assessment in FY 2024
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 A regulatory and compliance management
framework is in place across Ninety One’s
operations to monitor ongoing compliance,
including providing guidance to the business.
ɽ Compliance undertakes routine oversight,
monitoring and deep-dive activities to assess
compliance with regulations and legislation
ɽ Ongoing engagement with applicable
regulators and relevant industry bodies is
maintained to appropriately position Ninety One
for potential change.
ɽ Ninety One promotes a strong risk and
compliance culture, supported by training,
policy attestations, and compliance assurance
programmes.
ɽ A Whistleblowing Policy is in place for
employees and others to make good faith
reports of suspected fraud, corruption, or other
unethical or illegal activity or information.
During the year, Ninety One has continued to
closely monitor several significant regulatory
developments, notably those relating to
consumer protection and sustainable finance,
and has activities underway to address these
priorities.
Ninety One remains responsive to a wide range
of developing regulatory areas, with elevated
levels of supervision and the high volume of
regulations expected to continue into 2024.
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 periodically tested to ensure the restoration
of core business functions in the event of a
disruption, within defined recovery objectives.
The focus has moved to embedding the
Operational Resilience framework to ensure
that Ninety One continues to challenge its
ability to remain within the defined impact
tolerances and further enhance operational
resilience through ongoing assessment,
and assurance testing. In particular, crisis
management and contingency planning
processes have been reviewed and tested
to strengthen Ninety One’s response.
Preparations are underway for implementing
changes in relation to the new EU Digital
Operational Resilience Act (DORA) to be
implemented by January 2025.
Strategic priorities: 1, 2, 3, 4, 5
Risk profile:
Strategic priorities: 1, 2, 3, 4, 5
Risk profile:
Operational risks continued
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Strategic ReportGovernanceFinancial StatementsAdditional Information
Investing for a better tomorrow
A large group of fish will sometimes school – or move in
almost perfect unison. The most common belief is that they
do this for protection. To predators, they collectively appear
to be something far bigger than they are, individually.
Sustainability
We are committed to investing
for a better tomorrow. Sustainability
with substance is at the core of
ourbusiness.
At Ninety One, we
believe no one should
be left behind in the
drive to net zero.
34
Ninety One Integrated Annual Report 2024
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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 more than a decade, we have been
investing in economic development in Africa, mobilising
finance to bring health and prosperity to the continent’s
communities. We seek to participate in the industry
dialogue and influence the global direction of sustainability
issues through advocacy. Finally, we run our business
responsibly. This includes helping to preserve the natural
world by 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 4 and 5 stars across all applicable modules
488
engagements
15,006
proxy votes cast
Sustainability Review
1. Sustainable strategies is defined by Ninety One’s internal framework,
based on the European Commission’s Sustainable Finance Disclosures
Regulation (“SFDR”) criteria as at 27 November 2019 for Article 8 and
Article 9 funds.
Committing to reach net zero emissions by 2050
Ninety One joined the Net Zero Asset Managers Initiative in 2021, committing to reach net zero emissions by 2050 or sooner.
We published our transition plan in 2022, which includes 2030 targets for our investments and operations.
For further detail, please see our
Sustainability and Stewardship Report.
Transitioning our investments Our continued activity Transitioning our operations
Targets SBTi aligned
1
50% of financed corporate
emissions to have science-based
transition pathways by 2030
1
Advocate for a fair and
inclusive transition
Build climate focused solutions
Disclose through CDP and
TCFD report
46% reduction in Scope 1 and 2
emissions by 2030
2
Progress
10.9% of financed corporate
emissions have SBTi commitments/
approvals
26.6% of AUM have SBTi
commitments/approvals
Engaged with
75% of
financed corporate emissions
Launched
‘Transition School’
to enhance investment expertise
CDP disclosures completed, TCFD
disclosures enhanced
Engagement focusing on fair
and inclusive transition
25% reduction in Scope 1 and 2
emissions
2
16% reduction in Scope 3 (cat. 6)
emissions
2
16,000 carbon credits purchased
and retired
1. Targets cover corporate assets. Additional investment target of 56% of AUM.
2. Relative to 2019 baseline.
36
Ninety One Integrated Annual Report 2024
Our sustainability framework is underpinned by six core principles that guide our approach
DLC Board Sustainability, Social and Ethics (“SS&E”) Committee
Chief Executive Officer
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
ɽ Finance team
Invest
Sustainability analysis is
integrated into all of our
investment strategies. We also
offer sustainable 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
real-world carbon reduction.
Inhabit
We believe change
starts at home. We run
our business responsibly
and act sustainably.
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 run our business
responsibly.
6. Disclose how we discharge our sustainability
responsibilities through publicly available policies
and reporting.
Our sustainability framework has three pillars
Sustainability Committee
Our Chief Sustainability Officer chairs the Sustainability Committee, which oversees the wider sustainability
ecosystem in the business. It reports to the Chief Executive Officer, who reports to the DLC Sustainability,
Social and Ethics (“SS&E”) Committee.
37
Strategic ReportGovernanceFinancial StatementsAdditional Information
TCFD Recommendations
In this section, we provide information on each of the 11
disclosure recommendations including the supplemental
guidance for asset managers. For further insight, we refer
to where additional information can be found both within
this report and within the Sustainability and Stewardship
Report, a link to which is at the bottom of this page.
As an investment manager, we make these disclosures
for the investments we manage on behalf of our clients.
This is where our efforts to understand climate risk and
opportunities can have the greatest impact. We also
outline the steps we are taking to manage emissions
within our own operations.
We have added transparency on where we believe we are
currently complying with the disclosure recommendation,
labelled ‘Good progress’, and where there is more to do to
fully comply with the recommendation, ‘Work in progress’.
For those we do consider ‘Work in progress’ we explain
the next steps we are taking to better comply. Over the
reporting period, we have continued to make progress
aligning our work with real-world change and a fair
transition for emerging markets. During this reporting
period we outline the new tools we have introduced to
support scenario analysis. We also highlight the transition
technologies training offered to our investment
professionals. The training was designed to enhance
our analysis of credible transition plans.
Entity statement
This report discloses our exposure to, and management
of, climate risk, consistent with the TCFD framework and
recommended disclosures. These 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 UK 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 from our approach at
the entity level. Therefore, the disclosures made in this
report apply across both levels. They have been prepared
in accordance with Chapter 2 of the FCA’s ESG Sourcebook.
Nazmeera Moola
Chief Sustainability Officer
This is our fourth year updating
how we are complying with 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 burgundy.
https://ninetyone.com/en/sustainability/sustainability-report
38
Ninety One Integrated Annual Report 2024
TCFD
recommendation
Current
status
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 the 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 21 of the Strategic Report section
of this report and the ‘Our Governance’ section of the Sustainability and Stewardship
Report on page 82.
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-to-day basis, in accordance with the strategy approved
by the Board. As an investment manager, we are responsible for managing investment
risk which includes climate risk 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 the
Investment Risk team, with support from the Sustainability team. The 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. Further information
is set out in this report under ‘Our Strategy’ on pages 16 to 17.
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. How we approach these risks is addressed within
our sustainability framework: Invest, Advocate and Inhabit. This framework, which covers
sustainability more broadly, incorporates a specific focus on climate.
We see short-term risks and opportunities as those that could appear over the next three
years, while the medium term would represent those appearing in the next five years and
the long term would imply those appearing after 2030. The greatest risk to our firm from
climate change is, in our view, the impact on our ability to generate competitive returns for
our clients from their investments. The risks and opportunities we identify here, therefore,
tend to be short- to medium-term. By focusing on these, we believe there is a better chance
of solving risks and taking opportunities that might appear in the long term.
Key for current status:
Good progress Work in progress
TCFD recommendations
We outline our progress on each of the TCFD recommendations in the following table. It shows both areas we feel our ‘current status’
complies with the recommendation, where we believe good progress has been made, and where we believe more work is required to fulfill
the disclosure requirement to a higher standard.
39
Strategic ReportGovernanceFinancial StatementsAdditional Information
TCFD
recommendation
Current
status
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.
Invest
ɽ Our opportunity is to ensure performance remains competitive, to do so we must deliver
robust climate-related integration within our investment processes. An insufficient
understanding of the potential impact of climate change on asset valuations within
our investment teams could impact returns. (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. We can do this by developing differentiated
products that anticipate these needs. Otherwise we risk being less relevant to our clients’
needs which could damage our ability to retain and grow our AUM. (Short and medium term)
ɽ The potential for high-emitting assets to transition poses both an opportunity and risk.
Our priority is to engage with high emitters to drive down emissions in the real world.
(Short and medium term)
Advocate
ɽ There is 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 8 to 10
of our Sustainability and Stewardship Report. The Risk Management section on pages
27 to 28 of this report provides more details on our internal control framework.
4.
Describe the impact of
climate-related risks
and opportunities
on the organisation’s
businesses, strategy,
and financial planning.
By addressing the climate-related risks and opportunities in our business strategy, we
have a better chance of generating competitive returns. This helps us retain and grow
client assets and increase revenue. We view the potential impact on our emerging-
market business to be more acute. Without managing the risks and opportunities we have
identified, we could limit our ability to generate returns for our clients which, in turn, could
lead to loss of assets and revenue.
Our strategy places sustainability at the core of our business. In addition, sustainability-
related risks are identified as a principal risk that is managed and assessed by the Board.
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 refined our transition plan analysis and provided training for our
investment professionals on transition technologies. This in turn ensures our assessment
of credible transition plans and that the technologies they rely on keep improving.
The following initiatives embed climate-related risks and opportunities within our strategy to
address those we have identified above:
(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 a firmwide view of the
portfolios we manage on behalf our clients.
(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 that generate decarbonisation.
Further information on our principal risks and how these link to our strategic priorities can
be found in the Principal Risks section on pages 29 to 33 of this report.
TCFD Recommendations
40
Ninety One Integrated Annual Report 2024
TCFD
recommendation
Current
status
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 our investment processes.
The tools to assess this risk continue to evolve. The highest-emitting companies across
all strategies have been through a full TPA. At the end of this reporting period, we have
completed 44 TPAs of the highest-emitting companies we are invested in.
Further information on our approach to TPAs can be found on page 22 of our Sustainability
and Stewardship Report, with more information on how our investment teams incorporate
climate risks and opportunities from page 15.
We use 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 our sustainability strategies, see pages 26 to 31 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. We believe 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.
We continue to develop our understanding and learn how the transition will impact
our strategies. As described in the next disclosure, a good example is the transition
technologies training our sustainability team hosted throughout 2023. However, due
to the need for continuous learning we see this as a work in progress.
5.
Describe the resilience
of the organisation’s
strategy, taking into
consideration different
climate-related
scenarios, including a
2°C or lower scenario.
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. To follow our engagement with Imperial College climate science consultants
into the physical impacts of climate change on corporates and our research into the
potential for a disorderly transition, over the last 12 months we have focused on training
our investment teams in transition technologies. This aims to continue enhancing the quality
of our engagements and ability to discern credible transition plans.
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, we have selected a vendor that
enables us to produce analysis across our corporate portfolio that applies transition and
physical risks in different scenarios and over different periods to estimate an impact on
returns. We continue to be extremely cautious about the conclusions that can be drawn
from this type of analysis, however we have provided a 5-year and 10-year analysis of
different climate scenarios across our corporate portfolio.
Until we can have greater confidence in the capabilities of scenario analysis we will consider
this disclosure a work in progress.
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.
Access the scenario analysis on page 48 of this report.
41
Strategic ReportGovernanceFinancial StatementsAdditional Information
TCFD
recommendation
Current
status
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. 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 our investments and prioritise climate-risk
assessments and engagement with the top contributors to financed emissions.
3. Climate-risk exposure is part of the ESG risk assessment developed by the 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 the Investment Risk Committee, which in turn reports to the Management
Risk 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. We aim to take a lead role, or support
other investors, in CDP’s climate-related disclosure campaigns for companies that our firm
invests in.
We are active in the private sector’s climate-policy dialogue through meaningful
participation in the activities of coalitions like the GFANZ, SMI, Investor Leadership Network
(“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.
Across 99 strategic engagements over the reporting period, 70 were climate-related
engagements with top emitters.
For further information on engagement activity see the ‘Active ownership’ section of our
Sustainability and Stewardship Report on 33 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.
In disclosure 4 of the Strategy-related section we explain the steps the organisation has
taken to address climate-related risks and opportunities within the investments we manage
on behalf of our clients.
In addition, our independent investment risk function specifically monitors 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.
Refer to the Principal Risks section of this report on pages 29 to 33 for further information
on how sustainability-related risks are assessed and linked to our strategic priorities.
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.
For further information on the proportion of financed emissions covered by engagements,
refer to the ‘Our net-zero transition plan’ section of our Sustainability and Stewardship
Report on pages 13 and 14.
TCFD Recommendations
42
Ninety One Integrated Annual Report 2024
TCFD
recommendation
Current
status
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.
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.
ɽ 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 45 to 47.
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 aggregate exposure across all investments. In
addition to these metrics, we also make available alignment measures, such as those from
the SBTi, 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 WACI 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.
This tool will be rolled out more broadly.
Across the firm, securities with the highest contribution to emissions 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 ‘Transitioning our investments to net zero’ section in our Sustainability
and Stewardship Report on page 22.
Investment teams can now also access climate scenario analysis applying transition and
physical risks to their portfolios over different time horizons, and for a range of temperature
outcomes. In the following section, we provide an overview of the scenario analysis applied
over a 5-year and 10-year period to an aggregated corporate portfolio covering 86.1% of
the corporate investments we manage. The output provides an estimate of the cumulative
climate impact on total returns compared to a baseline scenario where there are no future
physical or transition risks considered.
See the scenario analysis on page 48 of this report.
43
Strategic ReportGovernanceFinancial StatementsAdditional Information
TCFD Recommendations
TCFD
recommendation
Current
status
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
45 to 47 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 corporate 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.
See the ‘Our net-zero transition plan’ section within our Sustainability and Stewardship
Report on pages 13 and 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.
See the ‘Our net-zero transition plan’ section in our Sustainability and Stewardship Report
on pages 13 and 14.
44
Ninety One Integrated Annual Report 2024
Metrics and targets
This section describes climate-related metrics for our own operations and the investments we manage on behalf of our clients.
Our target is to reduce absolute emissions from our operations by 46% by 2030.
Climate metrics for our own operations
1
:
FY 2024 FY 2023
2019
(baseline)
Location based Market based Location based Market based
UK Global UK Global UK Global UK Global Global
Scope 1 (fuel) 7 60 7 60 4 20 4 20 227
Scope 2 (electricity) 311 2,752 6 2,447 330 2,722 4 2,396 3,546
Total Scope 1 and 2 318 2,812 13 2,507 334 2,742 8 2,416 3,773
Business travel (Category 6) 2,015 6,670 2,015 6,670 1,745 4,604 1,745 4,604 7,957
Waste generated in operations
(Category 5) 13 24 13 24 12 22 12 22 53
Scope 3 2,028 6,694 2,028 6,694 1,757 4,625 1,757 4,625 8,010
Total CO2 emissions 2,346 9,505 2,041 9,200 2,091 7,367 1,766 7,042 11,783
Energy consumption (kWh)
2
4,347,584 4,541,788
Total CO2e/employee 8.0 7.8 6.1 5.8 11.0
Scope 1 and 2/employee 2.4 2.1 2.3 2.0 3.5
Tonnes CO2e/£m of adjusted
operating revenue
2
16.0 15.4 11.6 11.1 21.0
Scope 1 and 2 – tonnes p/£m of
adjusted operating revenue 4.7 4.2 4.3 3.8 6.7
As at 31 March 2024, we had reduced emissions by 25% vs. our baseline of 2019. A highlight of the past year was setting up a
first-of-a-kind ‘wheeling’ agreement for our Cape Town office in South Africa. ‘Wheeling’ involves the transfer of privately
generated renewable energy across the national grid to meet electricity needs. We expect this to have a considerable
impact on reducing our own emissions and set a precedent in South Africa for others to follow.
To read more about the initiatives we have in place to manage and drive down emissions for our own operations, see the
“Running our business responsibly and reducing energy consumption in our properties” on pages 68 to 70 of the
Sustainability and Stewardship Report.
1. This table shows our total operational GHG emissions and energy data, and is in 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 2024 and FY 2023 are aligned with Ninety One’s
financial year from 1 April to 31 March.
2. Energy consumption in kWh for Scope 1 and Scope 2.
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Strategic ReportGovernanceFinancial StatementsAdditional Information
TCFD Recommendations
1. Other instruments include cash, collateral management instruments, and money market instruments. Derivative instruments are excluded from the calculation.
2. 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.
3. 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.
Climate metrics for investment portfolio:
Assessing our AUM, we disclose the proposed TCFD
metrics for aggregated holdings. The adjacent chart we
provide an overview of 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 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
Scope 3 category 15 emissions.
The following tables provide emissions calculation
estimates for 2022, 2023 and 2024
2
. 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 may not be directly comparable to those reported in previous years. While these
metrics follow the recommendations of the TCFD, we include comments to clarify how changes in company revenues or
market valuations can influence what is presented in these figures, to provide further clarification. We refer to this data as
estimates given the frequent updates corporates are making to their own methods of disclosing emissions and the need to
use sector-based estimates where companies are not making disclosures.
Corporate investment disclosures
3
Aggregated Scope 1 and 2 emissions – Ninety One investments
TCFD recommended metrics 2024
% change
from 2023 2023
% change
from 2022 2022
Total carbon emissions (tCO2e) 9,510,000 (12.1) 10,824,000 (20.9) 13,676,000
Carbon footprint (tCO2e/mUSD invested) 93 (15.8) 110 (7.3) 119
Weighted average carbon intensity
(tCO2e/mUSD revenue)
187 (14.6) 219 (26.7) 298
Aggregated Scope 3 emissions – Ninety One investments
TCFD recommended metrics 2024
% change
from 2023 2023
% change
from 2022 2022
Total carbon emissions (tCO2e) 41,278,000 (14.5) 48,281,000 15.7 41,724,000
Carbon footprint (tCO2e/mUSD invested) 402 (18.0) 491 35.6 362
Weighted average carbon intensity
(tCO2e/mUSD revenue)
800 (12.0) 909 (0.2) 911
72%
Corporate
17%
Sovereigns
11%
Other instruments
including cash1
Ninety One’s AUM by asset type
Indicative as at 31 March 2024.
46
Ninety One Integrated Annual Report 2024
Scope 1 and 2 financed emissions as measured by total carbon emissions decreased in 2024. This measure considers what
proportion of a corporate asset is held and assigns the carbon footprint of that business to its various owners pro rata. This
number is highly sensitive to companies that directly consume and burn fossil fuels. The primary reason for the decrease
was a reduced holding in the South African integrated energy and chemical company, Sasol Limited, based on a valuation
driven investment decision. Sasol remains one of the highest-emitting companies in our corporate portfolio. Ninety One is
co-lead on the Climate Action 100+ collaborative engagement with Sasol. Updates are included in the ‘Engagement case
studies’ section on page 36 of our Sustainability and Stewardship Report.
Scope 3 financed emissions also decreased in 2024. Part of this is due to the increased enterprise value of Samsung over
the period which means financed emissions are divided across a larger asset base. A smaller holding in BHP Group Limited
also reduced Scope 3 emissions. Scope 3 emissions provide a helpful indication of scale compared to Scope 1 and 2,
though year-on-year comparisons are difficult. Companies often update reported figures and data providers regularly
evolve their models.
The carbon footprint figures have followed a similar trend to financed emissions.
WACI is sensitive to the revenue figures 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
therefore be considered carefully in the context of market dynamics. In 2024, the main change across in Scope 1 and 2
WACI was reduced exposure to Sasol Limited.
The following 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.
Exposure to carbon-related sectors and assets
% of AUM
31 Mar 2024
% of AUM
31 Mar 2023
% of AUM
31 Mar 2022
Exposure to carbon-related non-financial sectors (% of corporate AUM)
1
15.8% 17.5% 17.8%
Exposure to carbon-related assets (% of corporate AUM)
2
11.0% 7.3% 8.4%
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.
Reaching our targets
Ninety One has set a target of 50% of financed emissions across all corporate holdings to be invested in companies with
science-based targets. As at 31 March 2024, 26.6% of corporate assets have set, or are committed to science-based
targets. Some of these companies are within those sectors with lower emissions, such that financed emissions with
science-based targets (approved or committed) stands at 10.9%. To prepare this analysis each corporate investment
is assessed and those with validated science-based targets or commitments are expressed as both a percentage of
corporate AUM and a percentage of the emissions they represent.
10.9% 50%
26.6%
100%
Financed
emissions with
science-based
targets
AUM with
science-based
targets
Generally, the largest emitters have the most work to do to get on track for net zero by 2050. Consistent with our focus on
reducing real-world emissions, we are prioritising working with the biggest emitters to encourage them to set credible targets.
This work is evidenced by our engagements where we have now engaged with companies responsible for 75% of our
financed emissions.
For more information on the progress of our net-zero transition plans and targets, see our Sustainability and Stewardship Report.
47
Strategic ReportGovernanceFinancial StatementsAdditional Information
Climate scenario analysis for corporate investments
In this section, we examine the return impact on our aggregated corporate holdings across three scenarios and over two
time periods. The three scenarios are those set out by the Network for Greening the Finance System (“NGFS”), an
organisation which convenes the world’s central banks. This analysis covers 86.1% of the corporate assets we manage
across equities and fixed income. The three scenarios are:
ɽ Net zero 2050 – emissions are reduced in an orderly way with innovation and strict climate policies to meet climate goals.
ɽ A disorderly transition – after minimal progress by 2030, a sudden and at times unanticipated response is disruptive but
sufficient to meet climate goals.
ɽ Hot house world – the world continues to increase emissions on our current pathway over the long term, doing very little
to avert physical risks.
The analysis is applied over 5-year and 10-year time frames. The columns in the following table reflect each scenario.
The impact on returns is then broken down into three components.
ɽ The impact of transition risk in each scenario showing how climate-related policies, regulations and technological
advancements might impact the return picture for the portfolio.
ɽ The impact from acute physical climate-related events, such as floods, heat waves or prolonged droughts.
ɽ The impact from chronic physical climate-related events, such as changes in migration patterns or the long-term
agricultural output of regions.
Estimated impact on value of assets (%)
1
Net zero
2050
A disorderly
transition
Hot house
world
5 years
Transition risk 0.1 0.3
Physical risk – acute (0.7) (0.8) (0.3)
Physical risk – chronic (3.1) (3.5) (1.6)
Total impact on returns (3.7) (4.0) (1.9)
10 years
Transition risk 1.8 2.1
Physical risk – acute (0.8) (0.9) (1.1)
Physical risk – chronic (3.5) (3.9) (6.7)
Total impact on returns (3.7) (4.0) (7.8)
1. Based on estimates using a third party climate scenario provider.
While we are careful not to draw comprehensive conclusions from these climate scenarios, the output over both 5- and
10-year periods suggests a positive exposure to transition risk, or a shift to a lower carbon economy. Chronic physical risk
via long-term shifts in climate patterns has the greatest potential to negatively impact the value of corporate assets.
Metrics for sovereign exposure
For aggregated 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 previous years, we partnered with the 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.
TCFD Recommendations
48
Ninety One Integrated Annual Report 2024
Country-level contribution to weighted average carbon intensity
Contribution to carbon intensity
Country
EDGAR
Country-level
emissions
(tCO2/mUSD
GDP PPP)
Portfolio
exposure
Benchmark
exposure
1
Portfolio Benchmark
1
Difference
South Africa 553 31.0% 30.5% 171.2 168.4 2.8
United States 227 7.8% 0.0% 17.6 — 17.6
Brazil 157 5.7% 4.9% 8.9 7.7 1.3
Mexico 173 3.6% 5.5% 6.3 9.5 (3.2)
Colombia 103 3.5% 2.8% 3.6 2.9 0.8
Peru 131 3.2% 1.8% 4.3 2.3 1.9
Thailand 220 3.1% 3.6% 6.8 7.9 (1.1)
Malaysia 285 3.0% 4.6% 8.7 13.1 (4.4)
Hungary 156 2.9% 2.1% 4.6 3.3 1.3
Poland 247 2.5% 4.0% 6.2 9.8 (3.6)
Other Sovereign exposure 33.6% 40.3% 64.8 102.5 (37.7)
Total sovereign carbon intensity
(tCO
2
/mUSD GDP PPP) 100.0% 100.0% 303.0 327.4 (24.4)
Numbers may not add due to rounding.
1. Benchmark calculated as 26.5% South Africa representing domestic strategies, then the remainder split evenly between JP Morgan GBI-EM Global Diversified and
JP Morgan EMBI.
South Africa is the largest contributor given our domestic market presence. 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 a
Nationally Determined Contribution (“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. We intend to perform a pivotal role supporting South Africa’s transition.
It is more insightful to consider forward-looking metrics for our sovereign exposure. We do this using the Climate and Nature
Sovereign Index data which 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 following chart,
countries have been classified into quartiles based on their overall score in the 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 17.8% 17.9% 26.4%
Less vulnerable 60.1% 53.8% 48.1%
More vulnerable 17.4% 18.0% 10.7%
Most vulnerable 4.4% 9.2% 0.8%
Our Net Zero Sovereign Index 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 the emissions reduction paths of
emerging countries may need to be less steep than those of Western economies to allow them to grow, support jobs and
tackle poverty.
1. EM Benchmark: Calculated as 26.5% South Africa representing domestic strategies, then the remainder split evenly between JP Morgan GBI-EM Global Diversified
and JP Morgan EMBI.
2. Global Benchmark: Barclays Global Aggregate (Sovereign).
49
Strategic ReportGovernanceFinancial StatementsAdditional Information
TCFD Recommendations
The following chart compares our aggregate sovereign exposure’s alignment with Ninety One’s Net Zero Sovereign Index
via categories from very high alignment to very low alignment. 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
Ninety One Global benchmark2EM benchmark1
0% 10% 15% 20% 25% 30% 35% 40% 45%5%
Ninety One’s emerging market fixed income team uses this output 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.
UK entity disclosures
3
Aggregated Scope 1 and 2 emissions – Ninety One investments
TCFD recommended metrics 2024
% change
from 2023 2023
% change
from 2022 2022
Total carbon emissions (tCO2e) 2,763,000 (6.8) 2,964,000 3.8 2,856,000
Carbon footprint (tCO2e/mUSD invested) 63 (10.0) 70 (1.4) 71
Weighted average carbon intensity (tCO2e/mUSD revenue) 156 (9.8) 173 (14.8) 203
Aggregated Scope 3 emissions – Ninety One investments
TCFD recommended metrics 2024
% change
from 2023 2023
% change
from 2022 2022
Total carbon emissions (tCO2e) 14,413,000 (10.6) 16,120,000 40.7 11,459,000
Carbon footprint (tCO2e/mUSD invested) 330 (13.4) 381 32.8 287
Weighted average carbon intensity (tCO2e/mUSD revenue) 706 (10.9) 792 (2.0) 808
1. EM Benchmark: Calculated as 26.5% South Africa representing domestic strategies, then the remainder split evenly between JP Morgan GBI-EM Global Diversified
and JP Morgan EMBI.
2. Global Benchmark: Barclays Global Aggregate (Sovereign).
3. This table aggregates both reported and estimated data. UK entities include the AUM of Ninety One Fund Managers UK Limited and investments managed by
Ninety One UK Limited.
50
Ninety One Integrated Annual Report 2024
Ninety One aims to comply with the non-financial reporting requirements contained in sections 414CA and 414CB of the
UK Companies Act 2006. The information in the following chart 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 34 to 37
Sustainability and Stewardship Report www.ninetyone.com
Climate-related financial
disclosures
TCFD disclosures See pages 38 to 50
Employees
People and Culture See pages 24 to 25
Do the right thing (Global Code of Ethics) See pages 24 to 25
Whistleblowing Policy See page 24
Equality Policy See page 24
Diversity and Inclusion See pages 24 to 25
Global Health and Safety Policy See page 24
Social matters
Do the right thing (Global Code of Ethics) See pages 24 to 25
Financial Crime Compliance Policy See page 26
Conflicts of Interest Policy See page 26
Data Protection and Privacy Policy See page 26
Suppliers See page 26
Sustainability See pages 34 to 37
Sustainability and Stewardship Report www.ninetyone.com
Human rights The Modern Slavery Act Statement www.ninetyone.com and see pages 26 and 72
Anti-corruption and
anti-bribery matters
Financial Crime Compliance Policy See page 26
Third Party Benefits Policy See page 26
Other matters
Business model See page 6
Non-financial KPIs See page 19
Principal risks See pages 29 to 33
Group Tax Strategy www.ninetyone.com and see page 26
The Strategic Report was approved by the Board
on 4 June 2024 and signed on its behalf by:
Hendrik du Toit Kim McFarland
Chief Executive Officer Finance Director
Non-Financial and Sustainability
Information Statement
(sections 414CA and 414CB of the UK Companies Act 2006)
51
Strategic ReportGovernanceFinancial StatementsAdditional Information
Governance
Investing for a better tomorrow
The penguin genus Pygoscelis is made up of three species.
The scientific name in Latin means “brush tailed.” In the maritime
Antarctic, the population is increasing. This is not due to
conservation, but to local climate change, as the birds are able
to colonise areas that were previously inaccessible to them.
Ninety One Integrated Annual Report 2024
52
Strategic ReportGover nanceFinancial StatementsAdditional Information
53
Our purpose is simple: “Investing
for a better tomorrow”. It guides our
strategic decision making, it underpins
the values and behaviours that shape
our culture and the way we conduct
our business and is reflected in our
commitment to the highest standards
of corporate governance.
Dear stakeholder,
On behalf of the Board I am pleased to introduce our
Corporate Governance Report for the financial year 2024.
Our purpose is simple: “Investing for a better tomorrow”.
It guides our strategic decision making, it underpins the
values and behaviours that shape our culture and the
way we conduct our business and is reflected in our
commitment to the highest standards of corporate
governance.
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 Code and King IV. I am pleased to report that for the
financial year 2024 the Board continued to apply all the
principles and applicable requirements of the UK Code
and King IV.
The role of 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 DLC structure. This
framework of Board and committees with clearly stated
levels of authority creates clear lines of accountability and
effective oversight. It 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 28.
The Board comprises a Non-Executive Chairman, Chief
Executive Officer, Finance Director and five independent
Non-Executive Directors. After careful consideration of
character and judgement, the Board considers 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.
Biographical details of all Directors can be found on
pages 56 to 57.
The report from our DLC Nominations and Directors’
Affairs Committee on pages 61 to 63 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 goes beyond gender and ethnicity
and is not just for the Board, it is about doing the right
thing to ensure the best outcomes for our clients, our
shareholders, our people and the communities in which
we operate. Further information on culture and stakeholder
engagement can be found in the Strategic Report on
pages 20 to 26.
Chairman’s Overview
54
Corporate Governance Report
Ninety One Integrated Annual Report 2024
54
Each year, the Board and its committees undertake an
evaluation of their performance. This evaluation is
externally facilitated every two years. Details of the process
followed for the financial year 2024 evaluation and a
summary of the conclusions can be found below. In line
with the UK Code and Ninety One’s Articles of Association
and Memorandum of Incorporation (together the “Articles”)
all Directors will offer themselves for re-election at the
AGM. The Board believes that its performance remains
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.
The report from the DLC Audit and Risk Committee on
pages 64 to 69 sets out how it 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 27 to 33 of the
Strategic Report.
Looking ahead
The Board is clear about its purpose, and the corporate
culture needed to deliver that purpose. We continue to
monitor our performance in delivering on our strategic
objectives, maintaining strict internal controls and
operating within established risk guidelines. Our goal is to
provide long-term investment returns for our clients while
making a positive difference to people, society and the
environment.
Gareth Penny
Chairman
Ninety One operates as a dual-listed company
(“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 FRC 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 reserved
matters. The Board Charter can be found on our
website www.ninetyone.com.
The Board has established five common committees
under the DLC structure: DLC Audit and Risk
Committee, DLC Human Capital and Remuneration
Committee, DLC Nominations and Directors’ Affairs
Committee, DLC Sustainability, Social and Ethics
Committee and a 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.
For more information on our governance framework,
see page 58.
Board evaluation
In line with provisions of the UK Code and King IV, an evaluation of the Board, Board committees and Directors is
undertaken annually with an external evaluation by an independent party every second year. For the financial
year 2024 the Board and its committees underwent an external performance evaluation conducted by CorpStat
Governance Services Ltd, a firm specialising in company secretarial and corporate governance advice.
Questionnaires were completed followed by individual interviews and discussions on key matters. Directors
provided feedback on leadership, strategy, succession planning and key challenges.
Overall the Board was considered effective and efficient and to have progressed well since the first external evaluation
in the financial year 2022. Key successes include the well-functioning of the Board and its support for management
through challenging times. No shortfalls were identified. Future challenges include ongoing support for management
and managing business risk given the external environment.
Governance structure
Strategic ReportGover nanceFinancial StatementsAdditional Information
55
Board of Directors
Corporate Governance Report
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.
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.
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.
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.
Skills and experience: Amina initially joined Ninety One in May 2018
and in July 2020 was appointed the Deputy Group Company Secretary.
Amina is a qualified solicitor with over 20 years’ experience working in
the public and private sector, including six years working for the UN
and EU in Kosovo. Prior to working for Ninety One, Amina was the
Company Secretary and Legal Counsel to The Emerging Africa
Infrastructure Fund.
Amina is an Associate of the Chartered Governance Institute and
holds a current practising certificate.
Ninety One Africa Proprietary Limited is Company Secretary of
Ninety One Limited.
Amina Rasool
Ninety One plc Company Secretary
Appointed: September 2023
Ninety One Africa Proprietary Limited
Ninety One Limited Company Secretary
Appointed: February 2020
Hendrik du Toit
Founder and
Chief Executive Officer
Appointed: October 2019
Gareth Penny
Independent Non-Executive
Director and Chairman
Appointed: November 2019
Colin Keogh
Lead/Senior Independent Director
Appointed: November 2019
Kim McFarland
Finance Director
Appointed: October 2019
Ninety One Integrated Annual Report 2024
56
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 and
Mutualidad.
Skills and experience: Victoria previously served as a Non-Executive
Director at Gloucester Insurance Limited and Perpetual Income &
Growth Investment Trust plc, Senior Independent Director at the HM
Courts & Tribunals Service 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,
Director and Chair of the Audit and Risk Committee at the CBI and an
Advisory Council Member at DTEK Group.
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.
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 Andersen for a number of years
before joining Investec Bank Limited in 2001, where he worked for nine
years in both the corporate finance team and as Head of Principal
Investments. 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. Between 2014 to 2023,
Khumo served as an Independent Non-Executive Director for several
Investec Group companies including Investec Limited and Investec
plc. Khumo also served as Chairman of Investec Bank Limited from
2018 to 2023.
External appointments: Khumo serves as an Independent Non-
Executive Director of Vodacom Group Limited, Bidvest Group Limited
and Hollard Holdings 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
Independent Non-Executive Director
Appointed: August 2021
Strategic ReportGover nanceFinancial StatementsAdditional Information
57
Division of responsibilities
Governance framework
Ninety One plc Ninety One Limited
Chairman
ɼ Leads and manages the Board, ensures
effective operation and information
flows for the Board and committees;
ɼ champions high standards of corporate
governance;
ɼ collaborates with the Chief Executive
Officer on purpose, culture, strategy,
and operations;
ɼ fosters engagement with shareholders
and key stakeholders; and
ɼ leads the Board’s annual evaluation and
ensures follow-up.
Chief Executive Officer
ɼ Sets the Group’s strategic direction and
oversees execution of the Board’s
approved strategy including ESG;
ɼ drives the Group’s desired culture
and values;
ɼ leads the senior executive team in
day-to-day operations, develops
effective management and workforce;
ɼ ensures the Group has effective
risk management systems and
internal controls;
ɼ leads stakeholder communication,
working with the Chairman and relevant
teams; and
ɼ keeps the Board informed on all critical
matters affecting the Group.
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 Supports the Chairman in achieving
Board objectives and acts as a
sounding board;
ɼ engages with major shareholders and
responds to shareholder questions at
the AGM as required;
ɼ works with the Nominations and
Directors’ Affairs Committee to ensure
an orderly succession process for
the Chairman;
ɼ maintains strong working relationships
between Executive and Non-Executive
Directors;
ɼ assists in resolving significant issues
and provides stability in managing
challenging situations;
ɼ leads the Chairman’s annual review
and offers feedback; and
ɼ chairs the DLC Nominations and
Directors’ Affairs Committee when
considering the succession of the
Chairman of the Board.
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
Corporate Governance Report
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 typically held over two days, with Board committee
meetings taking place on the first day. Additionally, the
Chairman meets with the independent Non-Executive
Directors on a regular basis without the Executive
Directors present.
In January each year, management presents the proposed
strategic plan to the Board. This forms part of an annual
strategic offsite and allows the Board to develop and set
strategy with management before endorsement. The
financial plans are presented and approved in January
each year to ensure that Ninety One has the appropriate
resources to deliver the agreed strategy. Directors’
attendance at meetings during the year is set out in
the following table.
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.
Board Committees
See page 64 for the
committee report
See page 73 for the
committee report
See page 61 for the
committee report
See page 70 for the
committee report
Single unified economic enterprise
Ninety One Integrated Annual Report 2024
58
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 7/7 7/7 4/4 4/4
Hendrik du Toit 7/7 7/7 4/4
Kim McFarland 7/7 7/ 7
Colin Keogh 7/7 7/7 5/5 5/5
Idoya Basterrechea Aranda 7/7 7/7 5/5 4/4
Victoria Cochrane 7/7 7/7 5/5
Busisiwe Mabuza 7/7 7/7 5/5 4/4 4/4
Khumo Shuenyane 7/7 7/7 5/5
Key: attended/eligible to attend
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 are available in the DLC Nominations
and Directors’ Affairs Committee report on pages 61 to 63.
The expectation of the Non-Executive Directors’ time
commitment is outlined in their appointment letters.
Copies of these letters and the Executive Directors’
service contracts are available for inspection at the
Group’s registered office during normal business hours.
The rules governing the appointment, election, re-election
and removal of Directors are contained in Ninety One’s
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.
Information and support available to Directors
The Board and its 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”).
All meetings are structured to facilitate open discussion.
Comprehensive agendas and packs are distributed in
advance so that Directors have the opportunity to consider
the issues to be discussed, and detailed minutes and any
actions are documented.
The Company Secretary serves as 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 appointment and removal of the Company Secretary is
a matter reserved for the Board’s approval, which annually
confirms the competence, qualification and experience of
the Company Secretary.
Stakeholder engagement
The Board has ultimate responsibility for ensuring that the
Group is managed effectively, prioritising the best interests
of Ninety One’s clients, people, shareholders, and other
stakeholders. The Board takes its responsibilities and duty
to our stakeholders as outlined in section 172 of the UK
Companies Act 2006 very seriously. Our Stakeholders
Section on pages 20 to 21 sets out our key stakeholders,
the rationale behind the methods of our engagement and
how we have considered their interests in our decision-
making process 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.
Strategic ReportGover nanceFinancial StatementsAdditional Information
59
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 discussed our sustainability agenda and transition plan;
ɼ discussed and reinforced our corporate strategy and strategic
priorities; and
ɼ approved share buyback programme.
ɼ Our clients
ɼ Our people
ɼ Our shareholders
ɼ Society and the
environment
Operational and
financial performance
ɼ Business updates
ɼ Operational performance
ɼ Budgeting and annual
reporting
ɼ Tax reviews
ɼ Oversight of business performance against targets, budget
and strategy;
ɼ approved annual financial plan;
ɼ approved PwC’s audit plan for the year ended 31 March 2024;
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 Our clients
ɼ Our people
ɼ Our 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 refreshed corporate policies.
ɼ Our clients
ɼ Our people
ɼ Our shareholders
ɼ Society and the
environment
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, corruption and sanctions controls
and policy;
ɼ assessed effectiveness of risk management and internal controls;
and
ɼ approved internal capital assessment framework and
wind-down plan.
ɼ Our clients
ɼ Our people
ɼ Our shareholders
ɼ Society and the
environment
People and culture
ɼ Employee engagement
ɼ Diversity and inclusion
ɼ Workforce remuneration
ɼ Assessed and monitored the Group’s culture;
ɼ enhanced employee engagement;
ɼ oversight of employee health and wellbeing; and
ɼ reviewed and approved the Board Diversity Policy and Group
diversity principles.
ɼ Our clients
ɼ Our people
ɼ Our shareholders
ɼ Society and the
environment
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 Financial Crime Compliance Policy;
ɼ approved the ICARA; and
ɼ reviewed Directors’ duties and responsibilities in particular those
attributed to section 172 of the UK Companies Act 2006.
ɼ Our clients
ɼ Our people
ɼ Our shareholders
ɼ Society and the
environment
Corporate Governance Report
Ninety One Integrated Annual Report 2024
60
area that merited enhanced focus. Over the course of the
coming financial year, the committee will look to develop
the succession planning process across all levels of the
business and oversee the implementation of the actions
stemming from the Board effectiveness review.
The Board recognises the importance of diversity across all
levels of the workforce. Investing for a better tomorrow and
achieving a sustainable future requires a broad spectrum
of viewpoints, skills, knowledge and experiences to drive
effective discussion, innovate and challenge the status
quo. It is my pleasure to once again be able to report 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
tenets of equality, fairness, inclusion and diversity are
integral to Ninety One’s identity as well as our ability to
compete, adapt and remain relevant in an ever-evolving
world. The committee will continue to support the Board
in ensuring the business maintains and develops a diverse
workforce. By embracing our differences, we can create
a better tomorrow. Details of Ninety One’s gender and
ethnicity data can be found in the People section on pages
24 to 25.
The committee’s priorities for the coming financial year
will continue to be oversight of succession planning and
development of the talent pipeline, as well as management’s
efforts to enhance 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 offering an overview of
the work of the DLC Nominations and Directors’ Affairs
Committee for the financial year ended 31 March 2024.
Throughout the year, the committee’s continued focus
has been on assisting the Board to ensure that it and its
committees maintained the right composition, balance
of skills, knowledge, experience and diversity necessary
to effectively oversee the implementation of Ninety One’s
strategic objectives against a globally challenging
economic background. Succession planning and the
leadership needs of the organisation remained at the
forefront of the committee’s responsibilities. Details of
the activities undertaken by the committee during the
year can be found on page 62.
The Board continues to benefit from the long-standing
experience of the Executive Directors, as well as the
diverse skills and expertise of our Non-Executive Directors.
Membership of the Board and its committees was
reviewed and no changes were considered necessary.
During the year, the committee oversaw the Board’s
externally conducted annual effectiveness review,
encompassing assessments of the Board, its committees
and individual Directors. The findings of the review are
available on page 55. In respect of this committee, I am
pleased to confirm that it is considered to be operating
effectively, that its members have a diverse range of skills
and experience and that it received comprehensive and
detailed information, enabling the committee to fulfil its
duties in a timely manner. Through the review process, the
committee identified succession planning for executive,
senior management and non-executive positions as an
DLC Nominations and Directors’
Affairs Committee Report
The committee’s continued
focus has been on assisting the
Board to ensure that it and its
committees maintained the right
composition, balance of skills,
knowledge, experience and diversity
necessary to effectively oversee
the implementation of Ninety One’s
strategic objectives against a globally
challenging economic background.
Strategic ReportGover nanceFinancial StatementsAdditional Information
61
Committee membership
The committee’s membership remains unchanged and
comprises three Non-Executive Directors:
ɽ Gareth Penny (chair since 2019)
ɽ Idoya Basterrechea Aranda
ɽ Busisiwe Mabuza
Two of the Non-Executive Directors are female and one is
from an ethnic minority background. Biographical details
and experience of the committee members can be found
on pages 56 to 57 and details of meeting attendance can
be found on page 59.
All Non-Executive Directors have a standing invitation to
attend committee meetings to facilitate an even more
diverse range of representation. The Executive Directors
and General Counsel are also regularly invited to attend.
Role and responsibilities
As part of its responsibilities the committee is required
to assess the size, structure and composition of the
Board and its committees, as well as the Directors’ skills,
experience and knowledge to ensure a suitable balance to
effectively support and sufficiently challenge management
in alignment with Ninety One’s strategic objectives. The
committee is also responsible for ensuring that the Board is
sufficiently inclusive and diverse across a range of criteria
and takes an active role in setting and monitoring inclusion
objectives and initiatives for the Group as a whole.
The committee also oversees the review of Ninety One’s
succession plans at the Board and executive levels. This
oversight ensures effective continuity of operations and a
smooth transition when key Executive and Board member
changes are required.
On 13 September 2023, the Board appointed Ms Amina
Rasool as Group Company Secretary. The Board’s decision
was based on the committee’s recommendation and
review that Ms Rasool has the requisite experience and
qualifications as well as the required skills and expertise
necessary to carry out the role.
The Board receives detailed updates on the committee’s
activities and recommendations after each meeting.
Board and committee composition
Following its annual assessment of the structure, size,
composition, skills, knowledge and diversity of the Board,
as well as overseeing the annual Board effectiveness
review, the committee satisfied itself that the Board
remains effectively structured to support the delivery of
Ninety One’s long-term success for the advantage of all
stakeholders. The committee also determined that the
current membership of the Board is appropriate and that
no additional Board members are required at this time.
Additionally, the committee’s analysis, including against the
DLC Board Diversity Policy, concluded that the existing
composition of the Board committees continues to be
effective and ethnically diverse with a sufficient number of
women on each of the Board committees. The committee
confirmed to the Board that no adjustments to the
composition of the Board committees is required.
Director time commitments and independence
The expected time commitment of the Chairman and
Non-Executive Directors is agreed and set out in writing
in a letter of appointment. Consideration is given to an
individual’s capacity to take on the role, including existing
appointments and time commitments. The committee
supports the Board by ensuring that the Directors have
sufficient time to meet their Board and committee
obligations. Any additional appointments which could affect
their ability to fulfil their obligations to Ninety One may only
Key activities in the financial year
During the year, the committee addressed the following areas of responsibility:
May 2023 Sept 2023 Nov 2023 Jan 2024
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
Appointment of Company Secretary
The committee reviewed its terms of reference prior to being approved by the Board and these can be found at
www.ninetyone.com.
DLC Nominations and Directors’ Affairs Committee Report
Ninety One Integrated Annual Report 2024
62
be accepted following approval by the Chairman and Chief
Executive Officer. The key external appointments of all
Directors, including changes over the financial year, are
set out on pages 56 to 57. The committee assessed and
confirmed to the Board that the Directors devoted sufficient
time to effectively discharge their obligations to Ninety One.
Following a review of the register of Directors’ interests,
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 2024 AGM.
Board skills, knowledge and experience
The committee annually assesses the composition of the
Board and its committees in terms of having an appropriate
balance of skills, experience, knowledge and diversity
to support the achievement of Ninety One’s strategic
objectives. The committee did not identify any material
gaps and is satisfied that the Board as a whole, as well as
the Board committees, have the necessary skills, diversity
and experience to successfully lead Ninety One in the
interests of all stakeholders. However, as part of its focus
on succession planning, the committee will support the
Board in identifying areas where it could be beneficial to
enhance skills and knowledge through future Board
appointments.
The committee considered the skills and experience of
the members of the DLC Audit and Risk Committee. The
committee remains satisfied that the members of the DLC
Audit and Risk Committee have the required knowledge,
skills, experience and capacity to discharge their duties
and responsibilities as delegated by the Board.
Succession planning
The committee continued to oversee the succession
planning process for both the Board and senior management.
In respect of the Board, the committee reviewed the
current tenure of the Non-Executive Directors and was
satisfied that the current lengths of service did not
necessitate any immediate action. However, the committee
remains mindful of the importance of proactively planning
for the gradual implementation of changes to the Board to
ensure continuity and the retention of essential expertise
and knowledge.
With regards to senior management, the committee
regularly reviews senior management succession plans to
ensure that Ninety One is growing a sustainable, diverse
and intergenerational business. The committee oversees
Ninety One’s intentional optionality strategy, whereby a
cohort of potential leaders are identified allowing for
optionality in future appointment decisions, and regularly
receives updates on how the business is nurturing this
talent pool through mentoring schemes and development
programmes.
The Non-Executive Directors also engage with potential
future leaders at business events and Board strategy sessions.
Diversity
Ninety One recognises that developing and sustaining a
culture of diversity and inclusivity throughout its workforce,
where employees feel safe to be themselves and share
their views and experiences, is essential to remaining
competitive in today’s market. Through its well-established
diversity networks - Inspire, Proud and Belong - Ninety One
has created initiatives which help to nurture and promote
diversity within Ninety One’s workforce.
The Board also recognises the importance of diversity at
Board level and the committee is proud to report that since
listing, the Ninety One Board has maintained equal gender
representation, surpassing the minimum 40% female
director requirement. In addition, there is strong ethnic
representation on the Board, with two Directors from an
ethnic minority background, exceeding the prescribed
minimum target, and the role of the Finance Director is held
by a woman. The committee will continue to support the
Board in maintaining diversity at the Board level.
Details of Ninety One’s diversity philosophy as well as our
gender and ethnic diversity demographics can be found
on pages 24 to 25 of the Strategic Report.
Board training and development
The Non-Executive Directors are provided with regular
training and development sessions to foster an in-depth
understanding of the business, the challenges it faces and
the environment in which it operates, to help them better
support and challenge the Executive Directors in relation
to the setting and implementation of strategy. With the
growing advancements in AI the Board has been keen to
develop its subject matter knowledge and understanding
of how Ninety One can utilise AI to enhance its performance.
Several training sessions have been held on this topic, as
well as on business and regulatory matters throughout
the year.
The Directors maintain a strong commitment to remaining
abreast of the latest industry developments and are also
provided with regular legal and governance updates with
regards to the discharge of their duties and responsibilities
as Directors.
Board and committee effectiveness review
The annual Board and committee effectiveness review was
conducted by CorpStat Governance Services Ltd and
facilitated by the Group Company Secretary. Colin Keogh,
as Lead/Senior Independent Director, acted as CorpStat’s
independent escalation point. As part of the effectiveness
review, all the Directors completed a comprehensive
questionnaire and had one-on-one interviews with the
reviewer. CorpStat was also given access to Board and
committee papers as well as the results from the prior
effectiveness review. Further details of the Board review
can be found on page 55. This committee will oversee the
actions stemming from the review.
Strategic ReportGover nanceFinancial StatementsAdditional Information
63
Technological advances continue at a pace disrupting
the market with risks that need to be managed and
opportunities to be harnessed. As a collective, the Board
received a number of updates on the growing impact of
AI globally and within the financial services sector, as well
as Ninety One’s approach. The committee continued to
review the implementation of the global IT strategy with a
particular focus on fraud and cybersecurity, the details
of which can be found on page 67 of this report.
Throughout the year, the committee received updates and
briefings from the external auditors and management on
regulatory changes and key developments, together with
an overview of how these may impact Ninety One.
The committee’s focus for the coming year will be to
continue monitoring the impact of global regulatory
initiatives on Ninety One, in particular the Sustainability
Disclosure Standards issued by the ISSB designed
to provide a global baseline of sustainability-related
disclosures. In addition, and in light of continued
cybersecurity risks, the committee will continue to
assess Ninety One’s internal controls and risk mitigation
strategies to address these particular risks.
The committee membership remains unchanged and
details can be found on page 65. The Board and its
committees were subject to an external effectiveness
review, details of which can be found on page 55.
No significant matters were raised during the review.
The committee is seen to be operating effectively and
fulfilling the duties delegated to it by the Board.
Victoria Cochrane
Chair of the DLC Audit and Risk Committee
Dear stakeholder,
I am pleased to present the DLC Audit and Risk Committee
report providing you with an overview of the committee’s
main activities for the financial year ended 31 March 2024.
The committee continues to support the Board in ensuring
effective governance over Ninety One’s financial reporting,
including the integrity of the financial and narrative
reporting, reviewing and monitoring the adequacy and
effectiveness of the Group’s risk management and internal
control framework, monitoring compliance controls, as
well as reviewing the activities of the internal audit function.
The committee is also responsible for overseeing the
relationship with and performance of the external auditors.
The committee reported to the Board on all of these
matters, making appropriate recommendations as
highlighted in the report.
In addition to its core responsibilities and how these have
been discharged, set out in more detail on pages 65 to 69
of this report, the committee reviewed the impact
on and response from Ninety One to the decision of the
Financial Action Task Force (FATF) to grey list South Africa
for not fully complying with international standards on the
prevention of money laundering, terrorist financing and
proliferation financing, the expected introduction of a
global minimum tax, as well as the continued proliferation
and evolving nature of climate risk reporting.
On behalf of the Board, the committee reviewed the
effectiveness of Ninety One’s risk management,
governance and internal control framework, as well as
the Risk Appetite Policy for consideration and approval by
the Board. The framework sets out, among other matters,
Ninety One’s risk culture, approach to risk management
and the process designed to identify, assess, monitor and
report current and emerging risks.
DLC Audit and Risk
Committee Report
The committee supports the Board in
ensuring effective governance over
Ninety One’s financial reporting and
monitoring, as well as the adequacy and
effectiveness of the risk management
and internal control framework.
Ninety One Integrated Annual Report 2024
64
Committee membership
The committee is comprised solely of independent
Non-Executive Directors as follows:
ɽ Victoria Cochrane (chair since 2019)
ɽ Colin Keogh
ɽ Khumo Shuenyane
The Board remains confident that the committee members
have the appropriate knowledge, skills and diversity of
experience to fulfil the duties delegated to the committee.
Each member has appropriate knowledge and understanding
of financial, risk and commercial matters gained across a
wide range of sectors including financial services, asset
management and accounting, as well as emerging markets
exposure giving the committee as a whole competence
relevant to the sector in which Ninety One operates.
Biographical details and experience of each member
can be found on pages 56 to 57 and details of meeting
attendance can be found on page 59.
Role and responsibilities
The committee’s role is to support and assist the Board
in fulfilling its responsibilities in relation to Ninety One’s
financial and narrative reporting and financial controls,
risk and internal controls, internal audit, regulation and
compliance and external audit.
Meetings of the committee coincide with key dates in the
financial reporting and audit cycle and are held in advance
of the Board meetings to allow the committee chair to
provide a report to the Board on the key matters discussed,
and for the Board to consider any recommendations made.
A forward plan of agenda items guides the business to be
considered at each meeting and is regularly reviewed and
developed. This assists and facilitates the work of the
committee, enabling it to consider matters of particular
importance to Ninety One.
The committee receives information in advance of its
meetings from various business areas and the external
auditors which enables it to give due consideration to the
matters to be reviewed.
All Non-Executive Directors and the Chief Executive
Officer have a standing invitation to attend committee
meetings. The Finance Director, General Counsel and
heads of various departments regularly attend committee
meetings as do the external auditors. The committee chair
also meets separately with the Finance Director and Head
of Finance. The Company Secretary acts as secretary to
the committee.
The committee regularly holds private and separate
discussions, without the presence of management, with
the lead audit partners. The committee also meets with
General Counsel and the Heads of Compliance and
Internal Audit, without the presence of management.
These meetings inform the work of the committee by
identifying areas of focus and emerging issues.
Key activities in the financial year
During the year, the committee reviewed, among other matters, the following key areas of responsibility:
May 2023 June 2023 Sept 2023 Nov 2023 Jan 2024
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, interim and final results
announcements
Capital and liquidity assessments
External auditors reports
Internal auditor reports
Regulatory and compliance reporting
JSE compliance requirements, including proactive monitoring
report review
IT risks
Tax strategy, tax risks and updates
Policies
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
65
Financial reporting and financial controls
The committee’s responsibility in this area is to review and
challenge the actions and judgements of management in
relation to the interim and year-end financial statements
before submission to the Board. In the discharge of this
responsibility, the committee:
ɽ Reviewed decisions that required significant
judgements or estimates, or where there had been
discussion with the external auditors;
ɽ agreed the appropriateness of key accounting policies
and practices;
ɽ reviewed the impact of new accounting pronouncements
and confirmed that new standards, interpretations and
amendments to existing standards in issue would not
significantly impact the financial statements;
ɽ agreed to management’s proposal to change the
year-end reporting date so that the results
announcement and the integrated annual report
are released on the same day;
ɽ reviewed compliance with accounting standards
and relevant financial and governance reporting
requirements, including an assessment of the adoption
of the going concern basis of accounting and a review
of the process and financial modelling underpinning
Ninety One’s statement of viability; and
ɽ reviewed the processes supporting the compilation of
the Integrated Annual Report, including the financial
statements, to ensure whether, taken as a whole, they
present a fair, balanced and understandable assessment
of Ninety One’s position and prospects.
In addition, the committee reviewed management’s
assessment of the FRC’s 2022/23 Annual Review of
Corporate Reporting and the JSE’s 2023 report on
proactive monitoring of financial statements. The
committee is satisfied that Ninety One’s financial
statements adequately take account of the matters
raised in those reports.
The committee reviewed Ninety One’s system of financial
controls during the year and can confirm that no significant
failings or weaknesses were identified. Any such system
can only provide reasonable and not absolute assurance
against any material misstatement or loss. In coming to its
conclusion, the committee considered the key elements
of Ninety One’s system of internal financial controls
which include:
ɽ A regular and detailed system of financial reporting;
ɽ an organisational and management structure with
clearly defined levels of authority and division of
responsibilities;
ɽ an agreed and defined framework of risk management
and key performance indicators measuring
performance; and
ɽ an independent internal assurance process by
Ninety One’s internal auditors.
As required by King IV, the committee reviewed the
effectiveness of the Finance Director and remains satisfied
that the Finance Director, supported by the finance function,
continues to have the requisite experience and expertise.
Significant accounting estimates
and judgements
The committee reviews and monitors all key accounting
issues or judgements made by management that could
have an impact on Ninety One’s results. The committee can
confirm that 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 2024
consolidated financial disclosures remain unchanged from
the 2023 consolidated financial statements. The external
auditors also considered each estimate and judgement and
presented their conclusions to the committee. The areas of
review are set out as follows:
Basis of consolidation
This remains the most significant area of accounting
judgement for Ninety One and the committee reviewed the
principles of consolidation presented by management. The
committee is satisfied that the appropriate consolidation
principles have been applied in preparing the 31 March
2024 consolidated financial statements in accordance
with IFRS.
Leases, pension schemes, other liabilities and fair
value measurements
The committee confirms that there are no material
differences in relation to prior year estimates and
judgements and no changes to the core principles applied
in each of these areas since the previous financial year end.
Alternative performance measures (“APMs”)
The committee reviewed the use and disclosure of APMs
which are presented separately on pages 13 to 14 to enable
a better understanding of Ninety One’s operating
performance. No changes have been made to the APMs
since the previous year end, and they have been used
consistently for internal and external reporting purposes
during the past financial year.
The committee is satisfied that the APMs disclosures
present a fair view of Ninety One’s business.
Going concern and viability statement
The committee considered the statement of viability and
going concern assessment, including the underlying
assumptions and the longer-term prospects with reference
to Ninety One’s current position, strategy, risk appetite,
financial plans and forecasts and emerging and principal
risks, and how these are managed. As part of its assessment,
the committee considered the application of various stress
scenarios, including the impact of plausible downside
assumptions on AUM and Ninety One’s profitability and
known commitments.
DLC Audit and Risk Committee Report
Ninety One Integrated Annual Report 2024
66
The committee reviewed Ninety One’s internal capital
adequacy assessments and is satisfied that it is adequately
capitalised. The committee concluded that there is no
material impact on Ninety One’s capital requirements as
a result of any new regulation.
As a result of 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 statement of
viability can be found on page 15 together with details of
the processes, assumptions and risks that underpin it.
Fair, balanced and understandable
As part of the fair, balanced and understandable review,
the committee was advised that an advanced draft of the
whole Integrated Annual Report was reviewed by
management, as well as independent functions, who
performed verification and assessment processes. The
external auditors also reported on their findings to the
committee, who received and reviewed drafts of the
Integrated Annual Report in good time, enabling members
to comment on and assess the consistency of the
narrative, as well as the adequacy of disclosures. The
committee also reviewed the processes and controls
underlying the production of the Integrated Annual Report
and was able to conclude that these were appropriate.
The committee presented its findings to the Board and
confirmed that based on its review and assessment, the
Integrated Annual Report for 2024 is fair, balanced and
understandable and provides sufficient information to
stakeholders to understand Ninety One’s position and
performance, business model and strategy.
Risk and internal controls
While the Board retains overall responsibility for the
Group’s risk management and internal control framework,
the committee has delegated responsibility to keep under
review the effectiveness of the systems supporting risk
management. Ninety One’s risk and governance framework
covers all material controls, including those that mitigate
financial, operational, and regulatory compliance risks. The
framework is designed to provide reasonable assurance
against material misstatements or loss, and to manage
rather than eliminate the risk of failure.
Ninety One has several key procedures and monitoring
processes in place to ensure effective internal control
including:
ɽ A continuous process to identify, assess and manage
risks associated with the achievement of Ninety One’s
strategic objectives, which is regularly reviewed by the
Management Risk Committee;
ɽ performance of control activities, including segregation
of duties that are embedded across the organisation
and subject to regular monitoring and evaluation by
Ninety One’s assurance functions; and
ɽ expected standards of conduct and high performance,
to build an effective control environment and continually
identify areas for improvement.
The committee received regular reports from finance,
internal audit, risk and compliance which included updates
on Ninety One’s risk profile against appetite, key risks and
issues including risk events, emerging risks and stress
testing. The committee used these reports to review and
challenge the effectiveness and appropriateness of Ninety
One’s system of internal controls, including how internal
controls are being tested and evaluated to ensure risks
are being appropriately mitigated by management across
Ninety One.
The committee carried out a review of Ninety One’s internal
capital adequacy processes and was satisfied that the
operational and finance stress scenarios were appropriately
calibrated and reflected the risks facing the Group. The
committee was further satisfied that Ninety One would
meet internal and regulatory requirements for capital and
liquidity in such scenarios.
The committee received regular briefings 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 was advised of a new initiative to consolidate
several of Ninety One’s policies where it made sense to do
so. In particular, the current suite of policies addressing the
risks arising from financial crime could meaningfully be
consolidated to better reflect Ninety One’s holistic,
embedded approach to combating financial crime.
The Committee acknowledged the efforts to consolidate
several of Ninety One’s policies and considered that these
activities will deliver optimal effectiveness and utility for all
stakeholders.
Ninety One’s Chief Technology Officer presented the
annual information technology strategy and governance
framework to the committee, which covered the cyber
security standards and protection tools, incident response
plans, and the processes in place to support the ongoing
detection and monitoring of threats. The presentation also
outlined how technology will be utilised to meet ongoing
and future business needs and objectives.
The committee received an update from the DLC
Sustainability, Social and Ethics Committee confirming
the integrity, independence, and effectiveness of the
Whistleblowing Policy, as well as reporting and review
processes under the policy.
The committee was regularly updated on significant
change projects affecting the business, including risks and
controls in place to ensure the effective implementation of
such projects.
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DLC Audit and Risk Committee Report
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 to identify and manage
current risks and react to forward-looking issues and the
changing nature of risks. 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 27 to 33.
Internal audit
The internal audit function forms an integral part of
Ninety One’s governance and risk management. The
primary purpose of the internal audit function is to provide
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.
This includes assessing whether all significant risks are
identified and appropriately reported by management to
the Board and executive management, and whether they
are adequately controlled.
The committee has primary responsibility for monitoring
and reviewing the scope and effectiveness of Ninety One’s
internal audit function. The Head of Internal Audit has direct
access and responsibility to the committee, as well as
regular access to Ninety One’s executive management.
The committee is responsible for the appointment and
removal of the Head of Internal Audit as well as for ensuring
that the internal audit function is appropriately resourced.
The Internal Audit Charter, which is in place and annually
approved by the committee, sets out the purpose, remit
and authority of the internal audit function. Each year, the
committee considers and approves the internal audit plan,
including any changes to it which are often in response to
changes in Ninety One’s risk profile.
The committee receives regular reports on the progress
of 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.
Private discussions between the chair of the committee
and the Head of Internal Audit are held during the year
as required, and at least annually with all the committee
members. These activities, including formal feedback in the
form of a questionnaire completed by committee members
and senior executives, give the committee a detailed
understanding of the broad coverage of the function and
the control environment at Ninety One. It also enables the
committee to assess the effectiveness and independence
of the internal audit function and confirm that it is
appropriately resourced, that members of the team
are qualified to perform their duties and that they have
access to any specialist skills, where required.
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
compliance reports setting out the changes in the level or
nature of the regulatory risks faced by Ninety One. The
reports included updates on global compliance matters,
the implementation of relevant regulatory change and
oversight initiatives, as well as notification of material
breaches and complaints and any related remedial actions.
The committee received updates on a wide range of
matters including the direct and indirect impact of the
FATF’s decision to grey list South Africa, the impact of
sanctions and increasing global focus on sustainability
and climate related matters such as the Sustainability
Disclosure Requirements in the UK. The committee also
received updates on Ninety One’s relationship with
regulators in various jurisdictions.
The reports to the committee also highlighted key findings
from the compliance monitoring programme and
automated market surveillance.
The committee is satisfied that the key compliance controls
are effective in managing principal risks.
External audit
The committee is responsible for overseeing the
relationship with the external auditors including
recommending to the Board the appointment,
re-appointment, remuneration (for both audit and
non-audit services), and removal of the external auditors.
In addition, the committee is responsible for overseeing
the performance of the external auditors, particularly
in relation to the independence, quality, rigour and
challenge of the external audit process.
The external auditors are PwC who were first appointed
for the year ended 31 March 2023, following a competitive
tender process. The current lead partner in the UK is
Allan McGrath and Chantel van den Heever is the lead
partner in South Africa. PwC present combined reports
to the committee in relation to Ninety One.
In considering whether to recommend the re-appointment
of the external auditors, the committee considers
a range of factors, including the quality of the audit,
the effectiveness of the external audit and the ongoing
independence and objectivity of the external auditors.
Ninety One Integrated Annual Report 2024
68
Audit quality
For the committee, audit quality is one of the principal
requirements of the annual audit and, as such, it reviews
the effectiveness of the audit throughout the year, taking
into consideration a range of matters, including:
ɽ The annual audit strategy and coverage of any risks,
scope of work and level of fees;
ɽ the planning process for the delivery of an effective and
efficient audit, including PwC’s fulfilment of the agreed
audit plan and any variations from it, including fee
variations;
ɽ the quality of the audit team, technical skills and experience
and the allocation of resources during the audit;
ɽ insights shown in relation to key accounting and audit
judgements;
ɽ the interactions with management and the level of
challenge;
ɽ the quality of the reporting and discussions at
committee meetings; and
ɽ the outcomes of the effectiveness review, details of
which are set out below.
Effectiveness review
In assessing the effectiveness of the external auditor
and the audit review process, the committee issued a
questionnaire to committee members, regular attendees
of the committee and those involved in the external
audit process, including the Finance Director and
Head of Finance. The questions centred around PwC’s
performance against a number of requirements, including
the appropriateness of the scope of the proposed work
plan, the delivery and execution of the agreed external
audit process and the timeliness of developments in
relation to risk management, corporate governance
and financial accounting.
The committee discussed a summary of the key outcomes
from the effectiveness questionnaire and no significant
issues were identified. The results of the review were
also discussed with the external auditors to monitor
the continuing quality of audit services.
The committee held private meetings with the lead
audit partners providing additional opportunity for
open dialogue and feedback from the committee to the
external auditors without the presence of management.
In addition, the committee received a report from the
external auditors on the latest review from the UK FRC
2022/23 report on Audit Quality Inspections which
included a review of audits undertaken by PwC.
Audit independence and objectivity
The committee regards the independence of the external
auditor as critical in safeguarding the integrity of the audit
process and, as part of its deliberations, undertakes an
annual review of the policies and processes PwC has in
place for maintaining independence. PwC confirmed to
the committee that it has internal arrangements in place
to restrict, identify, report and manage conflicts of interest
and aspects of non-audit work which could compromise
its role as auditor and ensure the objectivity of its audit
report. The committee also reviewed PwC’s independence
letter which confirms its independence and compliance
with the FRC’s Ethical Standard. In addition, the committee
reviewed the outcomes of South Africa’s Independent
Regulatory Board for Auditors inspection report on audit
quality which yielded no reportable findings in relation to
the specific area of independence.
Fees payable to PwC, and approved by the committee, in
respect of the statutory audit for the financial year 2024,
were £1,195,964. The committee reviewed and was
satisfied that the fees payable were appropriate for the
scope of the work required.
Based on its review and the feedback received, 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 should be re-appointed as the external
auditors at the next 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 auditors or require a
minimum appointment period.
Non-audit fees
The committee approved certain non-audit services to be
provided by PwC which 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, the International
Standard on Assurance Engagements (“ISAE 3402”) and
regulatory reporting.
PwC’s fees for non-audit work during the year amounted
to £542,448.
Strategic ReportGover nanceFinancial StatementsAdditional Information
69
The committee continued to receive regular presentations
on Ninety One’s strategic engagements with the highest
emitters in its portfolio, including updates on the challenges,
outcomes and how Ninety One will continue to hold these
companies accountable in achieving their transition goals.
The committee reviewed the Broad-Based Black Economic
Empowerment (“B-BBEE”) targets and strategy and is
pleased to report that Ninety One continues to be rated a
Level 1 Contributor under the B-BBEE scorecard with an
improved score. The committee also considered 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.
During the year, the committee was subject to an externally
facilitated effectiveness review. The findings of the review
can be found on page 55. I am pleased to report that this
committee is considered to be operating effectively.
In the coming year, the committee will continue to focus on
oversight of Ninety One’s net zero transition plan and the
work being undertaken to ensure that the drivers of return
are also fully imbedded into the sustainability strategy.
Busisiwe Mabuza
Chair of the DLC Sustainability,
Social and Ethics Committee
Dear stakeholder,
I am pleased to present the DLC Sustainability, Social and
Ethics Committee report offering an overview of the main
activities of the committee throughout the financial year
ended 31 March 2024.
The committee supports the Board by ensuring effective
oversight of Ninety One’s sustainability strategy and that
the Board fulfils its statutory obligations by monitoring
Ninety One’s commitments to social and economic
development, corporate citizenship, the environment,
health and safety, stakeholder relationships and workforce
engagement.
The committee was able to report to the Board that Ninety
One’s sustainability strategy is now fully embedded across
the business with the focus on the implementation of the
net zero transition plan, as well as mobilising capital
into its sustainable strategies. The committee monitors
management’s achievements in relation to achieving net
zero both in relation to its investments and in relation to its
own footprint. In reducing its own carbon footprint, the
committee is proud to report that Ninety One’s South
African headquarters has become the first corporate
recipient in South Africa to purchase clean power
transmitted over a municipal grid. Currently the average
footprint of a Ninety One employee in South Africa is three
times that of their UK counterpart. Over time, this transition
to clean energy will help to reduce the carbon footprint of
every Ninety One employee in South Africa. Ninety One’s
pioneering role lays the ground for other corporate entities
to do the same and provides encouragement for South
Africa’s transition to cleaner power. Full details of Ninety
One’s progress against its set targets can be found in the
Sustainability section on pages 34 to 50 together with
Ninety One’s TCFD disclosures.
DLC Sustainability, Social
and Ethics Committee Report
The Committee supports the
Board by ensuring effective
oversight of Ninety One’s
sustainability strategy and by
ensuring that the Board fulfils
its statutory obligations.
Ninety One Integrated Annual Report 2024
70
DLC Sustainability, Social
and Ethics Committee Report
Key activities in the financial year
During the year, the committee addressed the following areas of responsibility:
May 2023 Sept 2023 Nov 2023 Jan 2024
B-BBEE – scorecard review
Corporate citizenship
Health safety and environment
Modern Slavery Policy and Statement
Social and economic development
Sustainability reporting
Sustainability and Stewardship Policies
Stakeholder engagement
Workforce engagement including labour issues, culture and ethics
The committee reviewed its terms of reference prior to being approved by the Board and these can be found at
www.ninetyone.com.
Committee membership
The membership of the committee remains unchanged and
is comprised of a mix of two independent Non-Executive
Directors and one Executive Director:
ɽ Busisiwe Mabuza (chair since 2019)
ɽ Gareth Penny
ɽ Hendrik du Toit
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.
Role and responsibilities
The committee oversees Ninety One’s compliance with
the non-financial elements of its sustainability, social
and ethical commitments, ensuring alignment with
commitments, targets and performance.
The committee also monitors Ninety One’s sustainability
initiatives and their implementation across the three core
pillars of its sustainability framework.
A forward plan of agenda items, based on the committee’s
terms of reference, guides the business to be considered
at each committee meeting and is regularly reviewed and
developed. This assists and facilitates the work of the
committee, enabling the committee to meet its ongoing
oversight and monitoring obligations, as well as giving
consideration to matters of particular importance to
Ninety One.
The committee is satisfied that it has fulfilled its responsibilities
for the year according to its annual plan and terms of
reference.
Sustainability
The committee received regular updates on the
implementation of the sustainability strategy including
progress against agreed targets, the challenges to meeting
those targets and pioneering new initiatives designed to
help Ninety One achieve net zero. The committee reviewed
and approved the Sustainability and Stewardship Report
for the financial year 2024, as well as the advisory
resolution to be presented to Ninety One’s shareholders
seeking approval for Ninety One’s climate strategy.
The Sustainability and Stewardship Report can be
found at www.ninetyone.com.
The committee also reviewed Ninety One’s TCFD reporting
and disclosures, including progress against meeting all of
the TCFD recommendations. Ninety One’s TCFD reporting
can be found on pages 38 to 50 of the Strategic Report.
The committee also supports management in its engagement
to help develop the Taskforce on Nature-related
Financial Disclosures.
The committee heard regularly from the Chief Sustainability
Officer in relation to the global advocacy being undertaken
by Ninety One to lead and influence the global debate on
climate change and the solutions needed, especially from
an emerging market perspective. In addition, management
reported on Ninety One’s role at COP28, including the
leading role taken by the Chief Executive Officer on the
launch of the Global Centre for Climate Finance in
Abu Dhabi.
In relation to reducing its own carbon footprint, the committee
was updated on Ninety One’s wheeling or power purchase
agreement with the municipality of Cape Town, aimed at
securing clean green energy for all its South African
operations. Full details of this innovative project can be
found on page 45 of the Strategic Report.
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71
DLC Sustainability, Social and Ethics Committee Report
The committee continues to support Ninety One in relation
to all its sustainability efforts, including the need to
advocate for a fair transition for affected communities,
especially in emerging markets.
Social and economic development
The committee assessed Ninety One’s adherence to 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, including the
processes aimed at safeguarding the integrity of Ninety
One’s supply chains which included assurances from
suppliers that their supply chains are also free of slavery
and/or human trafficking. The committee noted the
evaluation and oversight processes in place across
the business in relation to third-party relationships.
The committee reviewed Ninety One’s compliance with
OECD recommendations concerning anti-corruption
measures, affirming that its global policies are aligned with
these guidelines.
Noting the continued challenging macro-economic
climate, the committee assessed the work being done and
the measures being implemented to engage with and
ensure staff morale and retention. The committee was
satisfied that management was fully engaged and aware
of major staff concerns and was responding to these
appropriately.
The committee reviewed Ninety One’s diversity statistics
and initiatives aimed at ensuring a diverse and inclusive
workforce across the business, details of which can be
found on pages 24 to 25 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 achieved with an improved score
and reiterated the commitment to sustaining this rating for
the overall South African listed business.
The committee was satisfied that on a global basis, the
measures being undertaken to ensure diversity and
inclusion, equality and transformation were appropriate
and in alignment with relevant legislation and regulation.
Corporate citizenship
The committee received regular updates on the various
initiatives across the Group with regard to Ninety One’s
commitment to acting in a socially responsible and
compliant manner. The committee reviewed Ninety One’s
new and ongoing initiatives in place to support the safety
and wellbeing of its workforce as set out in detail on pages
24 to 26 of the Strategic Report.
The committee acknowledged the range of CSI initiatives
in place and the ongoing commitment to match charitable
contributions made by employees.
Safety, health and environment
The committee reviewed Ninety One’s global health and
safety protocols aimed at ensuring a secure working
environment across its offices.
The committee also reviewed the Whistleblowing Policy
and received updates on any complaints, as well as the
range of channels available to employees to raise
concerns. The committee reported on these matters
to the DLC Audit and Risk Committee.
Stakeholder relationships
The committee reviewed 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 20 to 21 of the
Strategic Report.
Workforce engagement including labour
issues, culture and ethics
The Lead/Senior Independent Director, in his capacity as
the Non-Executive Director responsible for workforce
engagement, reported to the committee on workforce
engagement events held in London with a similar event
organised in Cape Town with the whole Board. The
committee received regular reports from the Head of
Human Capital on the annual programme of workforce
events, including the direct engagement by the CEO,
workforce training and development, as well as the
leadership development programme. Details of Ninety
One’s workforce engagement initiatives can be found
on pages 24 to 25 of the Strategic Report.
The committee reviewed Ninety One’s diversity principles
that underpin its 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.
Ninety One Integrated Annual Report 2024
72
Dear stakeholder,
I am pleased to present our Directors’ Remuneration Report
for the financial year 2024. Over the last financial year, the
business has continued to demonstrate its resilience in a
challenging market environment that has been characterised
by persistent inflation globally, elevated interest rates and
constrained overall demand for risk-on assets.
Overview of executive remuneration for the
financial year 2024
The market environment in financial year 2024 once again
proved difficult across asset classes and despite continued
intense client engagement and competitive long-term
investment performance, the macroeconomic conditions
continued to adversely impact client risk appetite, which
had a negative impact on net flows, AUM and earnings.
Key performance outcomes included:
ɽ Adjusted EPS of 15.9p, down 8% for the financial year
(2023: 17.3p);
ɽ net outflows of £9.4 billion (2023: net outflows of
£10.6 billion);
ɽ weighted investment outperformance of 65.1%
(weighted over one (20%), three (30%) and five
(50%) years); and
ɽ significant progress toward long-term strategic
priorities, particularly in ensuring cost restraint and a
strategic refocus of the business towards the areas
where it competes most effectively (see pages 89 to 92
for further details).
Given this performance, the committee determined that
the formulaic outcome under the Executive Incentive Plan
(“EIP”) scorecard was 30.4% of the maximum award
opportunity for each of the Executive Directors.
As it does every year, the committee carefully considered
the fairness of the formulaic outcome, in the context of the
overall performance achieved both by the business and
individually, the relative performance of Ninety One’s peers,
together with the shareholder, client and wider workforce
experience over the period, with particular reference to the
remuneration outcomes of other senior leaders in the
business.
Notwithstanding the net outflows and the reduced
earnings achieved for the financial year 2024, the
committee acknowledged that the macroeconomic
conditions, particularly the elevated and persistent inflation
and interest rate environment globally, had severely
constrained client demand for the risk-on investment
strategies for which Ninety One is best known. These
conditions had a significant impact on net flows and
earnings, which the committee believed would have been
worse had the executive team not taken the action they did
to carefully contain costs and strategically refocus the
business. The end result was a business performance that
was resilient in the face of a very challenging external
environment.
Against this backdrop, the committee reflected on the
short-term performance targets that had been set for
annual growth in adjusted EPS in respect of the financial
year 2024. These targets were materially higher than those
of our peers and were, on reflection, overly challenging
given the wider economic context and its overall impact on
Ninety One’s business. The earnings level achieved also
exceeded internal budget forecasts. Given this context, the
committee recognised that the formulaic outcome did not
sufficiently reflect Ninety One’s peer relative performance,
or the value added by the executive team in steering the
business through this challenging period, while preserving
profit margins and maintaining a stable workforce.
DLC Human Capital and Remuneration
Committee Report
The Directors’ Remuneration
Report sets out our approach to
remuneration for Ninety One’s
people and Directors for the
financial year 2024.
Strategic ReportGover nanceFinancial StatementsAdditional Information
73
All in all, the committee determined that the formulaic
outcome did not represent a fair alignment between pay
and performance and, for these reasons, the committee
exercised its discretion to increase the overall outcome
under the EIP scorecard. This represented 5.6% of the
maximum award opportunity, amounting to £300,070 for
Hendrik du Toit, and £240,146 for Kim McFarland. As a
result, the EIP awards represent 36% of the maximum
award opportunity, being £1,918,080 for Hendrik du Toit
and £1,535,040 for Kim McFarland.
It has been a challenging performance year and this
outcome reflects a 25% reduction from financial year 2023
(and a 60% reduction from financial year 2022). This is
similar to the remuneration outcomes of other Ninety One
senior leaders, and a greater reduction than the remuneration
experiences of many listed peers. Shareholders should
also remember that the committee, in its efforts to reach
remuneration outcomes which were fair to all concerned,
exercised downward discretion in respect of two recent
financial years (financial year 2021: downward discretion
was applied of 7.3% of the maximum award opportunity
(equivalent to a £718,000 reduction); financial year
2022: downward discretion was applied of 3.5% of
the maximum award opportunity (equivalent to a
£339,000 reduction).
Full details of the committee’s key activities in the financial
year 2024 are set out below, together with a description of
a new updated Directors’ Remuneration Policy to apply
from the financial year 2025 going forwards.
We look forward to your support on the resolutions relating
to our Directors’ remuneration at the 2024 AGM.
Colin Keogh
Chair of the DLC Human Capital and
Remuneration committee
DLC Human Capital and Remuneration Committee Report
Key activities in the financial year 2024
During the financial year 2024, the committee’s key activities included reviewing, and where applicable approving, the following:
Activity
April
2023
May
2023
September
2023
January
2024
February
2024
The Directors’ Remuneration Report for inclusion in the
Integrated Annual Report 2023
Shareholder feedback following the AGM and
governance roadshows
Executive Director remuneration outcomes for financial
year 2023
Non-Executive Director fees for the financial year 2024
Performance targets for financial measures under the EIP
Non-financial measures and metrics under the EIP
Regulatory 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
Remuneration committee terms of reference
Remuneration committee annual evaluation
UK gender pay gap reporting
Committee membership
The committee’s membership remains unchanged and
comprises three independent Non-Executive Directors,
as follows:
ɽ Colin Keogh (chair since 2019)
ɽ Idoya Basterrechea Aranda
ɽ Busisiwe Mabuza
All Non-Executive Directors have a standing invitation to
attend committee meetings and the committee regularly
invites the Chairman, the Chief Executive Officer, the
Finance Director, the Head of Human Capital and external
advisors to attend all or part of any meeting, as and
when appropriate or necessary. Notwithstanding this,
no person shall be involved in any decisions as to their
own remuneration.
Ninety One Integrated Annual Report 2024
74
Role and responsibilities
The committee is responsible for determining, developing
and overseeing the operation of the Ninety One’s policy
for remuneration of the Chairman of the Board and the
Executive Directors. This includes determining appropriate
targets and incentive outcomes for the Executive Directors
and engaging with shareholders in this regard. In respect
of the wider workforce, the committee also reviews the
overall remuneration for the group.
The committee also reviews various required
remuneration-related disclosures and, to the extent
required by local law, approves the aggregate annual
remuneration outcomes for any applicable company
within the group.
In carrying out these responsibilities, the committee will
have regard to the need to attract, retain and motivate
directors and senior executives of the quality required to
run the group successfully in a way that promotes its
strategy and long-term success.
Overview of the Directors’ remuneration
for the financial year 2025
Directors’ Remuneration Policy
At the 2023 AGM, held on 26 July 2023, the Directors’
Remuneration Policy (the “Policy”) was approved. It
was our second policy since Ninety One listed as an
independent company in March 2020. The Policy has
received strong support from shareholders – for both
its design and its implementation by the committee.
The committee is satisfied that the Policy aligns executive
remuneration with performance achieved and it has
generally operated well in different market environments,
while always considering the shareholder experience.
The committee is constantly evaluating the Policy to ensure
that it continues to incentivise our executives, and remains
relevant and in line with market norms. In relation to the
deferral rules under the Policy, the committee has noted
the recent emerging trend in UK market practice to reduce
deferral levels where the executive directors already have
significant alignment with shareholders - most notably
where the minimum shareholding requirements are
exceeded.
This development is particularly relevant to Ninety One,
given the substantial shareholding levels of its current
executive team. Accordingly, for the reasons set out in the
following section, we are proposing, with effect from
financial year 2025 onwards, to introduce flexibility under a
new, updated Policy (the “2024 Policy”) for the committee
to reduce the deferral level, but only where the applicable
minimum shareholding requirements are exceeded.
Under the 2024 Policy, the “in service” minimum
shareholding requirements are 1,000% of fixed
remuneration for the Chief Executive Officer, and
800% for the Finance Director. These market-leading
requirements are materially exceeded by the current
executive team by virtue of their significant shareholdings
in Ninety One – primarily via their participations in the
Marathon Trust, but also through their personal
shareholdings and existing share scheme interests.
As at 31 March 2024, the executive team’s alignment with
shareholders was as follows:
Applicable minimum
shareholding requirement
(as a % of fixed remuneration)
Current shareholding
(as a % of fixed remuneration)
Chief
Executive
Officer
1,000% 7,386%
(equivalent to a 3.17%
Ninety One shareholding)
Finance
Director
800% 5,845%
(equivalent to a 2.01%
Ninety One shareholding)
Given the extent to which these requirements are exceeded
by the current executive team and the significant alignment
that already exists with shareholders, the committee
believes that the 50% minimum deferral level is no longer
necessary for these executives.
Further, the committee is comfortable that, because of the
backward-looking performance measurement, any EIP
awards have already been earned when granted (unlike
standard long-term incentive awards which have forward-
looking performance conditions and have not yet been
earned), and there is limited need for further material and
lengthy deferral in these circumstances.
In addition, the up to eight-year time horizon of each EIP
award (three-year performance period, three-year deferral
period, and two-year post-vesting holding period) exceeds
typical market practice.
Finally, the committee notes that shareholders will continue
to enjoy malus and clawback protections, with recovery
provisions applying for up to ten years from award (which is
again, market-leading).
The proposed amendments to the deferral rules are
as follows:
Current mandatory deferral rules Proposed mandatory deferral rules
Up to 50% of each EIP 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
In the normal course, no less than
50% of each EIP award will be
deferred into an award of Ninety
One plc shares. The committee
will have discretion to reduce the
deferral below 50%, but to no
less than 25%, provided that the
executive exceeds his or her
minimum shareholding
requirement.
All other elements of the 2024 Policy remain unchanged
from the previous Policy.
Strategic ReportGover nanceFinancial StatementsAdditional Information
75
The committee believes that the proposed amendments
are fair, balanced and justified and, indeed, are necessary
to ensure that the 2024 Policy continues to incentivise our
executives in line with emerging market trends. For the
avoidance of doubt, the minimum deferral level would not
be reduced below 50% for any new executive unless the
applicable minimum shareholding requirements are
exceeded.
The 2024 Policy
In formulating the 2024 Policy (and the previous policies,
which the 2024 Policy mirrors almost entirely), the
committee engaged widely, taking into account corporate
governance rules and guidelines, market data, and
specialist advice. The committee also regularly engages
with Ninety One’s largest shareholders to seek feedback
on the operation of the Policy and executive remuneration
in general.
External guidance taken into account includes:
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 2024 Policy.
ɽ The Executive Directors have significant equity exposure
to Ninety One being equivalent to 3.17% in the case
of Hendrik du Toit, and 2.01% for Kim McFarland as at
31 March 2024. This was an important factor in the
structural design of the 2024 Policy (including the
proposed amendment to the deferral rules).
The committee was further guided by the following
key principles in designing the 2024 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 2024 Policy is
aligned with Ninety One’s existing remuneration philosophy.
To this end, the 2024 Policy includes only two pay
components, namely fixed remuneration and a single
annual variable remuneration award. Variable remuneration
under the 2024 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 84.
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 Executive Directors’ current fixed
remuneration 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 otherwise be in line with
Ninety One’s wider UK workforce.
Variable remuneration opportunities under the 2024 Policy
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
has also remained flat since the financial year 2021.
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.
The feedback received from some proxy advisory agencies
regarding the potential quantum of variable remuneration
under the Policy was noted, however shareholders should
remember that this is consistent with the pay dynamics of
the asset management industry where fixed remuneration
is traditionally set at a lower level to help control fixed
costs, meaning variable remuneration is typically a higher
proportion of total remuneration.
DLC Human Capital and Remuneration Committee Report
Ninety One Integrated Annual Report 2024
76
This pay model means that a greater proportion of
executive total remuneration is directly linked to
performance achieved. This enhances the already
significant alignment between the Executive Directors
and shareholders.
The 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 will implement the 2024 Policy in a way
that ensures that executive remuneration is aligned with
performance achieved and also takes the shareholder
experience into account.
In setting performance targets under the 2024 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
2024 Policy to apply its judgement when determining final
remuneration outcomes, to ensure that these are clearly
linked to performance achieved, while also reflecting the
shareholder experience.
Link to strategy and long-term alignment
with shareholders
The 2024 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.
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 of at least eight
years, being the period from the start of the performance
period through to the end of the required holding period
for that award.
2024 Policy summary
For the purposes of the variable remuneration element of
2024 Policy, there is a continuation of the EIP that was
introduced under the previous 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.
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.
Subject to shareholder approval of the proposed change
to the deferral rules, in the normal course, no less than 50%
of each EIP award will be deferred into an award of Ninety
One plc shares. The committee will have discretion to
reduce the deferral below 50%, but no less than 25%,
provided that the executive exceeds his or her minimum
shareholding requirement. 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. The
amount not deferred into shares will be paid in cash.
Strategic ReportGover nanceFinancial StatementsAdditional Information
77
DLC Human Capital and Remuneration Committee Report
Awards will be subject to malus and clawback provisions as follows:
Applicable clawback period
Cash element of EIP award ɽ 3 years from payment date
Deferred element of EIP award ɽ 8 years from grant date for 50% of the deferred element; and
ɽ 10 years from grant date for the remaining 50%
Corporate governance
The committee is satisfied that the 2024 Policy meets the requirements of corporate governance codes in both the UK and
South Africa. In particular, the 2024 Policy incorporates features which enhance the positive alignment between the Executive
Directors and shareholders. Furthermore, 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 the
wider workforce.
Shareholder voting on remuneration
The Policy was approved by shareholders at the 2023 AGM and we were pleased to again receive strong support from
shareholders as set out below.
To approve the Remuneration Report
2023 AGM
Votes for 98.71%
Votes against 1.29%
Votes
for
Votes
against
2020 AGM 94.07% 5.93%
2021 AGM 98.33% 1.67%
2022 AGM 97.49% 2.51%
2023 AGM
1
98.71% 1.29%
To approve the Remuneration Policy
2023 AGM
Votes for 95.08%
Votes against 4.92%
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%
2023 AGM
1
(binding) 95.08% 4.92%
1. 93,907,462 votes withheld on the resolution to approve the Remuneration Report. 909,475 votes withheld on the resolution to approve the Remuneration Policy.
The committee believes that the 2024 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 2024 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.
Ninety One Integrated Annual Report 2024
78
Directors’ Remuneration Policy
Introduction and key principles
In determining the 2024 Policy, the committee discussed
the detail of the previous 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 2024 Policy was assessed 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 2024 Policy was formulated within the framework of
Ninety One’s overall remuneration philosophy. Under the
2024 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 2024 Policy was developed taking into account market
data and competitor practice, corporate governance
requirements and shareholder expectations.
The 2024 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.
Strategic ReportGover nanceFinancial StatementsAdditional Information
79
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 2024 Policy in relation to these components.
Full details of how the committee intends to apply the 2024 Policy in the financial year 2025 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 2024 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 2024
80
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 2024 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.
Subject to shareholder approval of the
proposed change to the deferral rules,
in the normal course, no less than 50%
of each EIP award will be deferred into
an award of Ninety One plc shares. The
committee will have discretion to reduce
the deferral below 50%, but no less
than 25%, provided that the executive
exceeds his or her minimum shareholding
requirement. The amount not deferred into
shares will be paid in cash.
The amount deferred into awards over
Ninety One plc shares 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 83.
Awards granted in respect
of each financial year will
be capped at 800% of fixed
remuneration.
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
pages 97 and 98.
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
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81
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 2024
82
Financial/quantitative measures
Growth in adjusted EPS
Adjusted EPS (as defined on page 162) 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 2024 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 2024 Policy (including exercising any
discretions available to it in connection with such
commitments), notwithstanding that these are not in line
with the 2024 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 2024 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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83
Directors’ Remuneration Policy
Remuneration scenario charts
The following charts illustrate the potential range of remuneration outcomes for each of the Executive Directors under the
2024 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.
Subject to shareholder
approval of the proposed
change to the deferral rules, in
the normal course no less than
50% of any single incentive will
be deferred into Ninety One plc
shares with the remainder paid
in cash. If an Executive Director
exceeds his or her minimum
shareholding requirement, the
committee will have discretion
to reduce the deferral below
50%, but no less than 25%. For
the purposes of the scenarios
below a 50% deferral rate is
assumed.
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 2024 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.
Ninety One Integrated Annual Report 2024
84
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.
Although the intention would be to offer any new Executive Director benefits as set out in the policy table on page 80, the
committee reserves the discretion to offer any 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 any new Executive Director, without seeking
prior shareholder approval.
The fees payable to a new Chairman or Non-Executive Director would be in accordance with the 2024 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 2024 Policy. Service
contracts for new Executive Directors will be consistent with the 2024 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 2024 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 2024 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
When formulating the 2024 Policy, the committee proactively sought input from significant shareholders and their feedback
was 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
When formulating the 2024 Policy, the committee was mindful of the Ninety One remuneration policy that applies to the
wider workforce. Although employees were not directly consulted in the development of the 2024 Policy, our designated
Non-Executive Director responsible for gathering workforce feedback, alongside the Workforce Engagement Forum,
engaged directly with employees in the UK with respect to key issues relating to the business and reported the findings and
relevant feedback to the Board. Both of these policies align with our culture and reflect our pursuit of excellence and
commitment to organic business building. Please see page 82 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 2024 Policy ensures that all employees, including the
Executive Directors, are incentivised in a similar way. The 2024 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 30%
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.
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 2024
86
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 2024.
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 2024, as well as the
financial year 2023 (in £’000).
EIP single incentive
2024
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 651 15 666 1,618 300 959 959 1,918 2,584
Kim McFarland 520 13 533 1,295 240 768 767 1,535 2,068
Total 1,171 28 1,199 2,913 540 1,727 1,726 3,453 4,652
Non-Executive Directors
Gareth Penny 200 — 200 — — — — — 200
Colin Keogh 120 — 120 — — — — — 120
Idoya Basterrechea
Aranda 90 — 90 — — — — — 90
Victoria Cochrane 95 — 95 — — — — — 95
Busisiwe Mabuza 105 — 105 — — — — — 105
Khumo Shuenyane 80 — 80 — — — — — 80
Total 690 — 690 — — — — — 690
EIP single incentive
2023
Salary/
fees Benefits
Total fixed
remuneration
Formulaic
outcome
Discretionary
adjustment
Cash
award
3
Deferred
award
4
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
5
100 — 100 — — — — — 100
Victoria Cochrane 95 — 95 — — — — — 95
Busisiwe Mabuza 105 — 105 — — — — — 105
Khumo Shuenyane
5
70 — 70 — — — — — 70
Total 690 — 690 — — — — — 690
1. The cash EIP award in respect of the financial year 2024.
2. The deferred EIP award in respect of the financial year 2024, which is subject to ongoing service conditions only.
3. The cash EIP award in respect of the financial year 2023.
4. The deferred EIP award in respect of the financial year 2023. The face value of the deferred EIP award set out above was determined using an average share price of
£1.6733 per Ninety One plc share over the period 31 May to 20 June 2023. This equated to forfeitable share awards of 763,966 and 611,402 shares to Hendrik du Toit
and Kim McFarland, respectively. These awards are subject to ongoing service conditions only.
5. Idoya Basterrechea Aranda stepped down from the Audit and Risk Committee effective 31 March 2023. Khumo Shuenyane was appointed to the Audit and Risk
Committee effective 1 April 2023.
Notes to the table (audited)
Fixed remuneration
No changes were made to fixed remuneration for the financial year 2024.
Pension
The Executive Directors are not entitled to any pension benefits.
Benefits
For the financial year 2024, 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 below illustrates the operation of the EIP for awards granted from the financial year 2025:
Real growth in
adjusted EPS
Investment
performance
Net flows
Real growth in
adjusted EPS
Investment
performance
Net flows
Real 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
3 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
Normally, up to
50% of the
award is paid in
cash (or up
to 75% if
minimum
shareholding
requirement is
exceeded)
Deferred element of the award would be delivered as
forfeitable shares deferred for a period of three years
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
Awards under the EIP in respect of the financial year 2024
The following section sets out the EIP targets and measures and the committee’s assessment of outcomes for the financial
year 2024. The EIP for the financial year 2024 operated in line with the Policy.
Financial performance – three years
Measure Weighting
Threshold
(25%)
Target
(50%)
Stretch
(100%)
Actual
performance
Outcome
as % of the
maximum
award
opportunity
Annual growth in adjusted EPS
1
36.6% 2.0% 4.0% 6.0% -8.3% 0.0%
Investment performance
2
9.2% 50.0% 62.5% 75.0% 65.1% 5.5%
Net flows
3
9.2% 1.0% 2.5% 4.0% -3.6% 0.0%
55.0%
Financial performance – one year
Measure Weighting
Threshold
(25%)
Target
(50%)
Stretch
(100%)
Actual
performance
Outcome
as % of the
maximum
award
opportunity
Annual growth in adjusted EPS
1
13.4% -5.0% 0.0% 5.0% -8.0% 0.0%
Investment performance
2
3.3% 50.0% 62.5% 75.0% 53.8% 1.1%
Net flows
3
3.3% 1.0% 2.5% 4.0% -7.3% 0.0%
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 162. Growth in adjusted EPS will be
measured on a real basis for targets set under the 2020 Policy and on a nominal basis for targets set under the Policy and the 2024 Policy. Where applicable, real
growth will be determined using 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 2024
88
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 employee turnover was 10.0% for the financial year 2024 (2023:
10.1%; 2022: 10.8%). Voluntary employee turnover was 7.5% for the
financial year (financial year 2021 to 2024 average: 7.9%). This reflects
our ability to maintain workforce stability and retain key employees,
especially in key investment and client roles.
For the second year in a row, there were no unexpected resignations
within the senior leadership group during the financial year 2024. A
number of carefully managed career transition plans were smoothly
executed with minimal disruption to clients and internal teams.
Senior leadership continued to engage regularly with employees
throughout the year at global staff updates, leadership and team offsites,
and in role-modelling the highly accessible nature of our culture and
workplaces. Feedback from formal workforce engagement forums
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
across the organisation.
Our commitment to fostering a diverse and inclusive work environment
continued. For the second year in a row, we exceeded our Women in
Finance Charter target, with 36% of senior roles filled by women.
For the third year running, we retained our Level 1 Contributor status
under the B-BBEE scorecard in South Africa, and were specifically
commended by the B-BBEE Commission on the progress made within
the skills development and enterprise and supplier development
elements. We are also an active participant in stakeholder discussions to
make transformation activities more impactful and sustainable.
Our organically developed employee resource groups continued to
flourish this year and were visibly supported by senior management
(Ninety One Inspire, Ninety One Proud, Ninety One Belong, Ninety One
Social, Ninety One Active, Ninety One Green, Ninety One Community
Fund). These are active communities hosting internal and external
events, charity drives and partnerships with external organisations – and
they contribute significantly to fostering inclusivity in our workplaces.
Senior leadership continued to prioritise the development of high-
quality intergenerational talent during the year. The leadership team is
actively focused on succession planning, addressing intergenerational
readiness when developing their direct reports, identifying potential
gaps, awarding long-term retention awards to key talent, and engaging
in a number of a targeted senior recruitment initiatives.
Senior global
leadership
team
turnover
Talent
and work
environment
Succession
planning
Relationships
and
reputation
Annual
Human
Capital
led culture
and values
initiatives
Given the continued challenging macroenvironment, senior leadership
has remained focused on engaging with our employees, encouraging
them to focus on the task at hand and seize commercial opportunities.
The Executive Directors and senior leadership team engaged with
employees via regular employee updates, firmwide communications,
townhall events, and in-person engagements.
The leadership team also rolled out a re-articulation of our business
strategy to ensure firmwide alignment, which was especially important
given the challenging operating conditions.
This year, as part of our annual talent review process, team leaders
worked with the Human Capital team to discuss the talent in their teams.
Building “talent density” remains a focus at all levels of the organisation.
On the back of this process and in support of next generation
succession, a number of leadership transitions have been initiated
and will be implemented in the next financial year.
Our formal Leadership Development programme continued this year,
working with senior leadership to identify exposure and experience
opportunities for the potential leaders identified through the talent
review process.
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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 several conducting routine audits and/or inspections
during the past year. Any regulatory issues raised received appropriate
attention from senior leadership and the firm’s risk management
functions, with any necessary remediation work either completed
or in process.
During the year, the most significant matters considered by the Audit
and Risk Committee were a number of risk events. The Audit and Risk
Committee assessed the mitigation responses to these matters and
was 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 climate reporting in the
financial year 2024, and our climate strategy resolution at the 2023
AGM received 98.29% approval from shareholders. Shareholders have
also shared their positive feedback during our regular investor relations
interactions over the year.
Our effort and engagement with investee companies continued to
mature and intensify over the financial year 2024.
We made steady 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.
As at year-end for financial year 2024, this stood at 10.9% (2023: 8.5%).
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 Science Based Targets
initiative (“SBTi”) requirements for Ninety One to obtain a verified SBTi
status). We are targeting 56% of our corporate AUM. As at financial year-
end 2024, the proportion stood at 26.6% (2023: 26%; 2019: 8%).
We made strong progress by reducing the carbon footprint of our Cape
Town workplace, signing a green virtual power purchase agreement, and
becoming the first of its kind to “wheel” solar-generated power over a
municipal grid in South Africa. We estimate that this initiative will ensure
that at least 70% of our Cape Town energy consumption is from clean,
renewable sources. Our Scope 1 and 2 data show we are on the right
trajectory to hit the SBTi-aligned targets for 2030.
We have continued to focus on developing our sustainability product
offerings this financial year, with the asset raising underway for the
Emerging Markets Transition Debt Fund, Africa Credit Opportunities
Fund 3 and the SA Infrastructure Fund. These strategies will support
emerging market transition finance and could provide significant debt
capital resources to emerging market countries trying to achieve a
transition to net zero. Our effort and engagement have been intense;
progress has been steady.
We also continue to evolve our sustainability product offering in
response to various regulatory developments.
This was another year of significant advocacy work and engagement,
both with press, industry and clients. We established ourselves as a key
voice on a just and inclusive transition, especially in emerging markets -
as opposed to simple portfolio decarbonisation - and highlighting that
this transition needs to be funded. In this regard we have been invited to
join several key bodies/initiatives, which is indicative of the influence we
have fostered in this area:
ɼ Advisory Board of the Climate Bonds Initiative
ɼ Chair the Climate Change Working Group of the Investor
Leadership Network
ɼ FC advisory group on Financial Inclusion
ɼ World Bank Private Sector Investment Lab
Ninety One Integrated Annual Report 2024
90
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%
We continue to believe that our current product offering remains relevant
over the long term, despite the challenging macroenvironment, which
does not favour our risk-on offering.
Our current product offering remains diversified across asset classes,
geographies, and investment styles to suit varying client needs. It is also
well positioned for future client demand and growth.
We have a track record of evolving our offering across asset classes
to meet future client demand. This includes development in a range of
specialist active investment strategies favoured by a risk-on market, such
as the Emerging Markets Transition Debt Fund, and the launch of the
Credit Opportunities Evergreen Fund.
We are particularly excited by the strong momentum shown in some of our
more recent offerings, notably in Specialist Credit and Sustainability.
It was a year of significant client engagement. The quality and intensity
of our client interactions remain strong. We are confident that we have
the strength and depth of client relationships to capture flows when the
environment and risk appetite change.
Despite the industry-wide headwinds, it was another year of positive
advisor net inflows from our South African investment platform business.
In relation to our strategic objective to ensure that sustainability is at the
core of our business, it was a year of standout and impactful delivery by
the Global Sustainability team. Sustainability is embedded throughout the
business, including the investment processes, client engagements,
Ninety One’s workplaces and community initiatives.
Notable highlights across our Invest, Inhabit and Advocate pillars included:
ɼ Steady progress against our emissions transition and AUM targets
(see above);
ɼ strong progress in reducing the carbon footprint of our workplaces
and supporting community sustainability initiatives; and
ɼ strong progress around our advocacy work (see above), including
several climate workshops held with clients in the UK, Canada and
South Africa.
Through our Ninety One For Tomorrow programme, we also seek to
contribute directly to the communities we operate in, for example:
ɼ Providing life-changing water infrastructure to several rural villages in
South Africa.
ɼ Partnering with the Ju/’hoansi Development Fund to improve
educational facilities and promote traditional and academic learning
in Nhoma Village, Namibia.
ɼ Supporting Grade 4-7 learners in after-school mathematics classes
through our long-standing relationship with the JL Zwane Centre in
Gugulethu, Cape Town.
ɼ Working with P.A.Y. (Physically Active Youth) to provide a safe place
for over 100 youth from Katutura, Namibia to learn, play sport and
develop critical life skills.
ɼ Providing high-potential Grade 12 learners in South Africa with
support to access and thrive at university through our Changeblazers
programme - now supporting over 100 students (growing from 30
in 2021).
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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
Strategic
progress
(continued)
Progress
with respect
to objectives
agreed by
the Board
25%
Our experienced and talented teams showed remarkable resilience
and commitment in a tough operating environment over the course of
financial year 2024. The total employee shareholding in Ninety One is now
above 30%, demonstrating our continuing owner culture and the long-
term commitment of our people.
We pride ourselves in running a business where great talent can flourish.
Workplace stability is especially important in this regard and once again
our employee turnover remained low and in line with long term trends.
Our focus to build talent density remained a priority, while our leadership
transition and succession-planning efforts stepped up a gear as we seek
to build a truly intergenerational business.
Senior leadership continued to actively engage with our employees,
including through regular communications, social events, milestone
celebrations and offsites. This is critical to preserving our unique culture.
Outcome for non-financial element 95.0%
Total formulaic EIP outcome 30.4%
Committee discretionary adjustment factor 5.6%
Final EIP outcome 36.0%
Explanation of final awards
Under the Policy, the committee retains discretion to consider performance holistically and adjust formulaic outcomes to
ensure that the final EIP awards are aligned with the sustainable performance of Ninety One and our purpose to deliver value
over the long term.
In determining the level of awards under the EIP, the committee gave careful consideration to the formulaic outcome,
focusing in particular on whether this was appropriate, and a fair reflection of the underlying performance of the business.
In this regard, the committee took into account the following:
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 with particular reference to the remuneration
outcomes of other senior leaders in the business.
Despite the net outflows and the reduced earnings achieved for financial year 2024, the committee acknowledged that the
macroeconomic conditions, particularly the elevated and persistent inflation and interest rate environment globally, had
severely constrained client demand for the risk-on investment strategies for which Ninety One is best known. These
conditions had a significant impact on net flows and earnings, which the committee believed would have been worse had
the executive team not taken the action they did to carefully contain costs and strategically refocus the business. The end
result was a business performance that was resilient in the face of a very challenging external environment.
Against this backdrop, the committee reflected on the short-term performance targets that had been set for annual
growth in adjusted EPS in respect of the financial year 2024. These targets were materially higher than those of our peers
and were, on reflection, overly challenging given the wider economic context and its overall impact on Ninety One’s
business. The actual earnings level achieved also exceeded what had been originally forecasted. Given this context, the
committee recognised that the formulaic outcome did not sufficiently reflect Ninety One’s peer relative performance, or the
value added by the executive team in steering the business through this challenging period, while preserving profit margins
and maintaining a stable workforce.
All in all, the committee determined that the formulaic outcome did not represent a fair alignment between pay and
performance and, for these reasons, the committee exercised its discretion to increase the overall outcome under the EIP
scorecard. This represented 5.6% of the maximum award opportunity, amounting to £300,070 for Hendrik du Toit, and
£240,146 for Kim McFarland. As a result, the EIP awards represent 36% of the maximum award opportunity, being £1,918,080
for Hendrik du Toit and £1,535,040 for Kim McFarland.
Ninety One Integrated Annual Report 2024
92
It has a been a challenging performance year and this outcome reflects a 25% reduction from financial year 2023 (and a
60% reduction from financial year 2022). This is similar to the remuneration outcomes of other Ninety One senior leaders,
and a greater reduction than the remuneration experiences of many listed peers. Shareholders should also remember that
the committee, in its efforts to reach remuneration outcomes which were fair to all concerned, exercised downward
discretion in respect of two recent financial years (financial year 2021: downward discretion was applied of 7.3% of the
maximum award opportunity (equivalent to a £718,000 reduction); financial year 2022: downward discretion was applied
of 3.5% of the maximum award opportunity (equivalent to a £339,000 reduction).
Half of these EIP awards will be deferred into shares in Ninety One plc, with the remainder of the awards paid in cash. The
deferred elements of the EIP awards will be granted after the 2024 financial results have been announced and will be subject
to vesting and mandatory retention periods as prescribed under the 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 2024 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.
The EIP share awards in respect of the financial year 2023 were granted on 26 June 2023. The EIP share awards in respect
of the financial year 2024 will be granted after financial year end. The first vesting of share awards under the EIP is scheduled
to take place in June 2024, and therefore there were no vestings under the EIP in the financial year 2024.
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 408,122 316,772 213,512 2,815,625 3,437,259 316,772
Kim McFarland 190,508 6,575 128,042 2,253,080 2,571,630 6,575
Colin Keogh 41,784 — — — 41,784 —
Victoria Cochrane 19,681 — — — 19,681 —
Khumo Shuenyane 12,684 — — — 12,684 —
Forty Two Point Two
2
202,519,218 49,598,067 — — 202,519,218 49,598,067
Total
1
203,191,997 49,921,414 341,554 5,068,705 208,602,256 49,921,414
Notes to the table
1. No other Directors held any interests in Ninety One shares as at 31 March 2024.
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 is 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 2024, the Executive Directors’ Marathon participations equated to an
indirect equity shareholding of 2.92% in the case of Hendrik du Toit and 1.85% for Kim McFarland.
3. Details of the legacy share scheme interests at 31 March 2024 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% Already vested
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
Strategic ReportGover nanceFinancial StatementsAdditional Information
93
Directors’ Remuneration Report – Annual Report on Remuneration
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 not subject to any further performance conditions.
Ninety One plc shares
Vesting date Vesting % Hendrik du Toit Kim McFarland
Tranche 1 – 05 June 2023 20% Already vested
Tranche 2 – 05 June 2024 20% 26,617 21,302
Tranche 3 – 05 June 2025 20% 26,617 21,302
Tranche 4 – 05 June 2026 20% 26,617 21,302
Tranche 5 – 05 June 2027 20% 26,622 21,305
4. Between 31 March and 31 May 2024 (being the last practicable date prior to the finalisation of this report), there were no
movements in the share interests of the Directors or their associates/connected persons.
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
materially exceeds this requirement.
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 2024.
Payments for loss of office (audited)
There were no payments to Directors for loss of office in the financial year 2024.
Total shareholder return (“TSR”) performance
The graph below shows Ninety One’s TSR performance from admission to 31 March 2024 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
Jun
2020
Sep
2020
Dec
2020
March
2021
Jun
2021
Sep
2021
Dec
2021
March
2022
Jun
2022
Sep
2022
Dec
2022
March
2023
March
2024
Jun
2023
Sep
2023
Dec
2023
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.
Ninety One Integrated Annual Report 2024
94
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 2024
Total single figure (£’000) 555 4,866 5,408 3,223 2,584
EIP awards (% of the maximum) N/A 79% 89% 48% 36%
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
The following table sets out the percentage change in fixed remuneration and variable remuneration for the past three
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 plc group. 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 the financial year 2021 relative to the financial year 2020.
2024 2023 2022
Fixed
1&3
Variable
3
Fixed Variable Fixed Variable
Executive Directors
Hendrik du Toit 0% -25% 0% -46% 0% 13%
Kim McFarland 0% -25% 0% -46% 0% 13%
Non-Executive Directors
Gareth Penny 0% N/A 14% N/A 0% N/A
Colin Keogh 0% N/A 0% N/A 0% N/A
Idoya Basterrechea Aranda -10% N/A 0% N/A 0% N/A
Victoria Cochrane 0% N/A 0% N/A 0% N/A
Busisiwe Mabuza
2
0% N/A 2% N/A 8% N/A
Khumo Shuenyane
2
14% N/A 49% N/A N/A N/A
Employees of Ninety One 5% 0% 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 plc group. We believe this presents the best comparison of salary and
benefit changes across this group.
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 of the Ninety One plc group who were included in the financial year
2024 annual compensation review.
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95
Directors’ Remuneration Report – Annual Report on Remuneration
Relative importance of spend on pay
The following graphs illustrate Ninety One’s profit after tax, employee remuneration and dividends for 2024 and 2023.
0 50 100 150 200 250 300
Total employee remuneration (£’m)
2023
2024 251.5
279.2
0 50 100 150 200 250 300
Profit after tax (£’m)
2023
2024
1. Interim dividend paid and final dividend recommended.
163.8
163.9
0 50 100 150 200 250 300
Dividends (£’m)
1
2023
2024
121.4
111.7
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 2024 and variable remuneration awarded in respect of the
financial year 2024. 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
2024 A 25 : 1 16 : 1 10 : 1
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 2024, 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 £102,205,
£160,563 and £261,402 respectively, of which the salary component was £83,200, £115,000 and £150,000 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. For the financial year 2024 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.
Ninety One Integrated Annual Report 2024
96
Implementation of the 2024 Policy in the financial year 2025
Fixed remuneration
The Executive Directors’ fixed remuneration is unchanged for the financial year 2025. Fixed remuneration is inclusive of
benefits, which are funded by sacrificing a portion of fixed remuneration.
Fixed remuneration
as at 1 April 2024
Hendrik du Toit £666,000
Kim McFarland £533,000
EIP
In line with the 2024 Policy, the maximum opportunity for EIP awards to be granted to the Executive Directors for the
financial year 2025 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 2025.
Performance will be measured relative to threshold, target and stretch achievement levels for financial/quantitative and
non-financial/qualitative measures. Award outcomes as a percentage of the maximum award opportunity will be as follows:
ɽ threshold: 25%
ɽ target: 50%
ɽ stretch: 100%
For performance between the above levels, the award outcome will be determined on a straight-line basis.
The performance measures and weightings for the financial year 2025 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 162. Growth in adjusted EPS will be
measured on a real basis for targets set under the 2020 Policy and on a nominal basis for targets set under the Policy and the 2024 Policy. Where applicable, real
growth will be determined using UK CPI.
2. As an active investment manager, investment outperformance is critical to delivering value to our clients. Our objective is to deliver investment outperformance in the
long run. As such, performance is measured over multiple time periods, with higher weightings for longer time periods. Measured as the proportion of firm-wide AUM
outperforming basic benchmarks on an asset-weighted basis, weighted over one (20% weighting), three (30% weighting) and five (50% weighting) years.
3. The achievement of net flows is a key driver of value. Our long-term objective is to grow and diversify our asset and client base by consistently generating positive net
flows. The torque ratio will be the metric used to measure success.
4. 75% of the award will be determined based on performance relative to financial/quantitative measures. This comprises 55% long-term performance (three years) and
20% short-term performance (one year).
Financial/quantitative targets
The committee devoted significant energy to identifying a range of performance and remuneration outcomes that would
ensure that the Executive Directors continue to be incentivised to deliver long-term value for shareholders. The committee
considered Ninety One’s historical performance together with the absolute and relative performance of Ninety One’s peers
over the long term. The committee believes the targets set in this way are sufficiently challenging.
Notwithstanding the targets set, the committee retains discretion under the 2024 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 2027.
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.
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97
The long-term financial/quantitative targets for the financial years 2026 and 2025 are included in our Integrated Annual
Reports for 2023 and 2022, respectively. Both of 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 2025 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 2025.
Non-financial/qualitative targets
The committee has set stretching objectives for the non-financial measures for the financial year 2025, 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:
2024
1
£
2025
2
£
Change
%
Chairman fee 105,000 105,000 —
Senior Independent Director fee 15,000 15,000 —
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 August 2023 – 31 July 2024.
2. Fees apply from 1 August 2024 – 31 July 2025.
Directors’ Remuneration Report – Annual Report on Remuneration
Ninety One Integrated Annual Report 2024
98
Directors’ service contracts
The Executive Directors have entered into rolling service contracts with Ninety One. These contracts are terminable by
either party on six months’ written notice.
Non-Executive Directors have not entered into service contracts with Ninety One. They operate under a letter of
appointment under which their appointment can be terminated by either party on three months’ written notice, except
where the Director is not reappointed by shareholders, in which case termination is with immediate effect.
The DLC Human Capital and Remuneration Committee
The committee’s terms of reference were reviewed and approved on 30 January 2024 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 by the committee for the financial year 2024. 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 2024 were £15,150 (on a time and
materials basis). Deloitte did not provide any other services to Ninety One during the financial year 2024.
Strategic ReportGover nanceFinancial StatementsAdditional Information
99
Directors’ Report
The Strategic Report, the Governance section 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
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 2024 is included in the Directors’ Remuneration
Policy and Annual Report on Remuneration on page 93.
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 (together the
“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.
Conflicts of interest
Statutory duties with respect to Directors’ conflicts of
interest exist under the 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
The Directors present their report for
the year ended 31 March 2024.
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 25 to the consolidated financial statements.
Share capital
Full details of Ninety One’s share capital can be found in
note 20 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 £90,737.94 comprising:
(i) 622,624,622 Ninety One plc ordinary shares of £0.0001
each; (ii) 284,754,801 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) 284,754,801
NinetyOne 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.
Ninety One Integrated Annual Report 2024
100
The rights attaching to the Ninety One plc shares are
uniform in all respects and they form a single class for all
purposes, including with respect to voting and for all
dividends and other distributions declared, made or paid on
the ordinary share capital of Ninety One plc. Subject to the
provisions of the UK Companies Act 2006, any equity
securities issued by Ninety One plc for cash must first be
offered to the holders of Ninety One plc shares in
proportion to their holdings. The UK Companies Act 2006
and the UK Listing Rules allow for disapplication of
pre-emption rights which may be waived by a special
resolution of Ninety One plc, whether generally or
specifically, for a maximum period not exceeding five years.
The rights attaching to the Ninety One Limited shares
are uniform in all respects and they form a single class for
all purposes, including with respect to voting and for all
dividends and other distributions thereafter declared,
made, or paid on the ordinary share capital of Ninety One
Limited. Subject to the provisions of the JSE Listings
Requirements, any equity securities issued by Ninety One
Limited for cash must first be offered to the holders of
Ninety One Limited shares in proportion to their holdings.
The JSE Listings Requirements allow for disapplication of
pre-emption rights which may be waived by a special
resolution of Ninety One Limited, whether generally or
specifically, for a fixed period of time.
In respect of resolutions of each company which is
the issuer of such shares, on a show of hands, every
shareholder who is present in person shall have one vote
and, on a poll, every shareholder present in person or
by proxy shall have one vote per share held.
Under the terms of the DLC Agreements, any joint electorate
action will effectively be voted upon by the holders of both
Ninety One plc shares and Ninety One Limited shares acting
together as a single decision-making body. Furthermore,
under the terms of the DLC Agreements, any class rights
action would require the prior approval of the ordinary
shareholders in the other companies voting separately
and the approval of its own ordinary shareholders voting
separately. Joint electorate actions and class rights
actions are together expected to cover the majority
of the resolutions to be voted upon by the shareholders.
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
Future developments Strategic Report 2 to 51
Business model Strategic Report 6
Stakeholder engagement Our Stakeholders section of the Strategic Report 20 to 21
Employment practices Our People and Culture section of the Strategic Report 24 to 25
Environmental, social and governance Strategic Report 2 to 51
Greenhouse gas emissions Sustainability section of the Strategic Report 45 to 50
Dividend details Financial Review section of the Strategic Report 13
Corporate governance statement Governance Report 52 to 105
Directors in office during the year Governance Report 59
Directors’ contractual and share-based
remuneration arrangements
Directors’ Remuneration Policy and Annual Report on
Remuneration
87 to 99
Indemnity provisions Directors’ Report 100
Structure of share capital, restrictions on the transfer
of securities, voting rights and significant shareholders
Directors’ Report 100 to 102
Disclosure of information to auditors Directors’ Report 103
Risk management in relation to financial instruments Note 26 to the Consolidated Financial Statements 145 to 150
Post-balance sheet events Note 27 to the Consolidated Financial Statements 150
Forward-looking statements Shareholder Information 164
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 Section in Annual Report Page
(4) Details of long-term incentive schemes required
by Listing Rule 9.4.3
Annual Report on Remuneration 87 to 99
Strategic ReportGover nanceFinancial StatementsAdditional Information
101
Directors’ Report
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 2024 the SA EBT held
1.21% of the issued share capital of Ninety One Limited, the
GSY EBT held 3.01% of the issued share capital of Ninety
One plc, and the SIP Trust held 0.17% of the issued share
capital of Ninety One plc. Between 1 April 2024 and
31 May 2024 (being the last practicable date prior to
the finalisation of this report), the GSY EBT increased its
shareholding in Ninety One plc to 3.53%, the SIP Trust
increased its shareholding in Ninety One plc to 0.19%
and the SA EBT’s shareholding remained unchanged.
Shareholder analysis
(as at 31 March 2024)
Major shareholders
Ninety One Limited
Based on the Ninety One Limited share register, 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 17.42
Allan Gray 40,567,066 14.25
Public Investment Corporation 35,987,967 12.64
M&G Investments 31,860,677 11.19
Ninety One plc
Based on the Ninety One plc share register, 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 202,519,218 32.53
Investec plc 93,026,547 14.94
Public Investment Corporation 56,032,779 9.00
Allan Gray 31,063,324 4.99
Ninety One Guernsey Employee
Benefit Trust 18,765,311 3.01
The shares do not carry any rights to participate in a
distribution (including on a winding-up) other than those
that exist under the 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.
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 2024 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.
On 25 May 2023, Ninety One Limited commenced a share
buyback programme, under the authority granted by
shareholders at the 2022 AGM, which completed on
25 July 2023. On 26 July 2023, Ninety One Limited
commenced a new share buyback programme, under
the authority granted by shareholders at the 2023 AGM.
A special resolution will be put to shareholders at the 2024
AGM. Full details of Ninety One’s purchases of own shares
are set out in note 20 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.
Ninety One Integrated Annual Report 2024
102
As at 31 May 2024 (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 252,117, 285 27.79
Investec plc 93,026,547 10.25
Public Investment Corporation 92,020,746 10.14
Allan Gray 71,630,390 7.89
M&G Investments 46,794,078 5.16
Public and non-public shareholding
1
Ninety One Limited
Ninety One
Limited % of shares
Public 231,376,854 81.25
Non-public 53,377,947 18.75
Directors and associates
4
334,844 0.12
Forty Two Point Two
2
49,598,067 17.42
Ninety One share schemes
3
3,437,866 1.21
Investec share schemes
3
7,170 0.00
Total 284,754,801 100.00
Ninety One plc
Ninety One
plc % of shares
Public 398,914,816 64.07
Non-public 223,709,806 35.93
Directors and associates
4
769,168 0.12
Forty Two Point Two
2
202,519,218 32.53
Ninety One share schemes
3
19,839,477 3.19
Investec share schemes
3
581,943 0.09
Total 622,624,622 100.00
1. As required by JSE Listings Requirements.
2. Forty Two Point Two is regarded as a non-public shareholder under the
JSE Listing Requirements by virtue of being an associate of a director
of Ninety One.
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.
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 15, 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
29 to 33.
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.
Auditor and disclosure of information
to auditors
Having made the requisite enquiries, each of the Directors
in office as at the date of this report and consolidated
financial statements, whose names and functions are listed
on pages 56 to 57, have 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 69 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 25 July 2024 and will have the opportunity
to put questions to the Board.
Details of all resolutions to be proposed at the 2024 AGM
will be set out in the Notice of AGM, which will be published
ahead of the meeting.
By order of the Board.
Amina Rasool
Company Secretary Ninety One plc
Ninety One Africa Proprietary Limited
Company Secretary Ninety One Limited
Strategic ReportGover nanceFinancial StatementsAdditional Information
103
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 with
IFRS
®
Accounting Standards as issued by the International
Accounting Standards Board (“IASB”) (collectively “IFRS”).
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;
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
Rules DTR 4.1.15R - 4.1.18R, the financial statements will form
part of the annual financial report prepared under the
structured digital format and filed on the National Storage
Mechanism of the Financial Conduct Authority. The
auditors’ report provides no assurance over whether the
annual financial report has been prepared in accordance
with these requirements.
Responsibility statement of the Directors
Each of the Directors in office as at the date of this report,
whose names and functions are listed on pages 56 to 57,
confirms that, to the best of his or her 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 2024
104
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 64 to 69, the
Directors’ Report on pages 100 to 103, the Certificate of
the Company Secretary on page 105, and the consolidated
and Parent Company financial statements on pages 118 to
159, were approved by the Board on 4 June 2024.
The Directors, whose names are stated below, hereby
confirm that:
ɽ The consolidated financial statements, as set out on
pages 118 to 153, fairly present in all material respects the
financial position, financial performance and cash flows
of the issuer in terms of IFRS
®
Accounting Standards;
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.
On behalf of the Board.
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 2024, 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
105
Financial Statements
108 Independent Auditors’ Report
118 Consolidated Financial Statements
152 Annexure to the Consolidated Financial Statements
154 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 2024. They have been prepared
by management under the supervision of the Finance Director,
Kim McFarland CA(SA).
Investing for a better tomorrow
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colonies. They form strong pair bonds and both parents take
care of newborns. When on the water, they appear to run on
take-off, as they use their webbed feet to gain speed.
Ninety One Integrated Annual Report 2024
106
Strategic ReportGovernanceFinancial StatementsAdditional Information
107
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 2024.
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 2024; 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, comprising material accounting policy
information and other explanatory information.
PricewaterhouseCoopers LLP have also audited the Company Financial Statements which comprise: the Company
Statement of Financial Position as at 31 March 2024, 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, comprising material
accounting policy information and other explanatory information.
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 2024 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 2024, and its consolidated financial performance and its
consolidated cash flows for the year then ended in accordance with IFRS Accounting Standards 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 2024
108
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, Ninety One UK Limited, Ninety One Assurance Limited and Ninety One Fund Managers SA (RF)
Proprietary Limited (which are significant components as each represents more than 15% of the consolidated profit
before tax of the Group) and Ninety One SA Proprietary Limited based on its 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 consolidated revenue and 91% of consolidated 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 Management fee and Performance fee revenue recognition (Group)
ɽ Impairment assessment of investment in subsidiaries (by PricewaterhouseCoopers LLP in respect of the Company)
Materiality
ɽ Overall Group materiality: £10.8m (2023: £10.6m) based on 5% of consolidated profit before tax.
ɽ Overall Company materiality: £9.2m (2023: £9.3m) based on 1% of total assets of the Company.
ɽ Performance materiality: £8.1m (2023: £5.3m) (Group) and £6.9m (2023: £4.6m) (Company).
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The scope of our audit
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the financial
statements.
Key audit matters
Key audit matters are those matters that, in the auditors’ professional judgement, were of most significance in the audit of
the financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) identified by the auditors, including those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters, and any
comments we make on the results of our procedures thereon, were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
This is not a complete list of all risks identified by our audit.
The key audit matters below are consistent with last year.
Key audit matter How our audit addressed the key audit matter
Management fee and Performance fee revenue
recognition (Group)
Refer to Note 2. Segmental reporting and Note 3.
Net revenue.
Revenue is the most significant financial statement line
item in the Consolidated Statement of Comprehensive
Income. The Group’s sources of revenue relates to
management fees amounting to £667.2m (2023: £726.1m)
and performance fees amounting to £30.6m (2023:
£19.4m) which are earned from ongoing business
activities.
The management fees are recognised over time and are
primarily based on agreed percentages of the net asset
values (NAV) of investment funds and segregated
mandates.
The performance fees are recognised over time and
represent variable consideration. The Group only
recognises performance fees when the Group is
unconditionally entitled to the revenue and no
contingency with respect to future performance
exists. The fees are calculated on a percentage of the
appreciation in the net asset value of investment funds
and segregated mandates above a defined hurdle, taking
into consideration the relevant basis of calculation for
investment funds and segregated mandates, and when
it is highly probable that they will not be subject to
significant reversal.
Given their magnitude relative to other classes of
transactions and balances in the Consolidated Financial
Statements, management fees and performance 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 and performance fee computations.
We performed the following substantive audit procedures over
management fees and performance 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; and
ɽ We recalculated a sample of performance fees for clients, obtaining the
NAV data from management’s internal data warehouse and third party
sources as applicable, and agreeing the other calculation inputs such as
hurdle rates, benchmarks and performance period to sources such as
fund factsheets, respective mandates and other external sources.
Where relevant we also agreed all changes in benchmarks to
supplemental deeds approved by the regulator.
We noted no material exceptions.
Impairment of investment in subsidiary undertaking (by
PricewaterhouseCoopers LLP in respect of the Company)
Refer to Note 29. Investment in subsidiary undertaking.
The Company holds an investment in subsidiary
undertaking of £915.3m (2023; £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 has concluded that no impairment is
required as at 31 March 2024. 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 2024.
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 91% coverage over consolidated profit before tax.
The impact of climate risk on PricewaterhouseCoopers LLP’s audit
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 has made commitments to operate their business and manage all assets on a net zero emissions basis by
2050 or sooner.
Management considers that the impact of climate risk does not give rise to a potential material impact in the year ended
31 March 2024 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 2024.
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Materiality
The scope of our audit was influenced by our application of materiality. We set certain quantitative thresholds for materiality.
These, together with qualitative considerations, helped us to determine the scope of our audit and the nature, timing and
extent of our audit procedures on the individual financial statement line items and disclosures and in evaluating the effect
of misstatements, both individually and in aggregate on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Financial statements – Group Financial statements – Company
Overall materiality £10.8m (2023: £10.6m). £9.2m (2023: £9.3m).
How we determined it 5% of consolidated profit before tax. 1% of total assets of the Company.
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 £3.3m. 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 75% (2023: 50%) of overall materiality, amounting
to £8.1m (2023: £5.3m) for the Consolidated Financial Statements and £6.9m (2023: £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 that an amount at the upper end 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
£541,950 (Group audit) (2023: £531,500) and £462,200 (Company audit) (2023: £465,700) 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.
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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 2024 is consistent with the financial statements and
has been prepared in accordance with applicable legal requirements.
In light of the knowledge and understanding of the Group and Company and their environment obtained in the course of the
audit, 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
documents titled “Ninety One Integrated Annual Report 2024” and “Ninety One Limited separate annual financial
statements for the year ended 31 March 2024”, 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. The other
information does not include the consolidated or the separate financial statements and PricewaterhouseCoopers Inc.’s
auditor’s reports thereon.
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113
PricewaterhouseCoopers Inc.’s opinion on the Consolidated Financial Statements does not cover the other information and
PricewaterhouseCoopers Inc. does not express an audit opinion or any form of assurance conclusion thereon.
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 and the requirements of the UK
Companies Act 2006, and IFRS Accounting Standards 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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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 second 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. reports that PricewaterhouseCoopers Inc. has been the auditor of Ninety One Limited for 2 years.
Other matter
The company is required by the Financial Conduct Authority Disclosure Guidance and Transparency Rules to include these
financial statements in an annual financial report prepared under the structured digital format required by DTR 4.1.15R -
4.1.18R and filed on the National Storage Mechanism of the Financial Conduct Authority. This auditors’ report provides no
assurance over whether the structured digital format annual financial report has been prepared in accordance with those
requirements.
Allan McGrath
Senior Statutory Auditor
for and on behalf of PricewaterhouseCoopers LLP
Chartered Accountants and Statutory Auditors
London
4 June 2024
PricewaterhouseCoopers Inc.
C van den Heever
Registered Auditor
5 Silo Square, V&A Waterfront, Cape Town, 8002,
South Africa
4 June 2024
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.
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Consolidated Financial Statements
Consolidated Statement of
Comprehensive Income
For the year ended 31 March 2024
2024 | 2023 | ||
Notes | £’m | £’m | |
Revenue | 2 | ||
Commission expense | ( | ( | |
| Net revenue | 3 | ||
| Operating expenses | 4 | ( | ( |
Share of profit from associates | |||
| Net gain on investments and other income | 5 | ||
Operating profit | |||
| Interest income | 6 | ||
| Interest expense | 6 | ( | ( |
Profit before tax | |||
| Tax expense | 7 | ( | ( |
Profit after tax | |||
| Other comprehensive expense | |||
| Item that will not be reclassified to profit or loss: | |||
| Net remeasurements on pension fund | 17 | ||
Tax effect of items that will not be reclassified to profit or loss | ( | ||
| Item that may be reclassified subsequently to profit or loss: | |||
Exchange differences on translation of foreign subsidiaries | ( | ( | |
Other comprehensive expense for the year | ( | ( | |
Total comprehensive income for the year | |||
| Earnings per share (pence) | |||
| Basic | 8(a) | ||
| Diluted | 8(a) |
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Consolidated Statement of
FinancialPosition
At 31 March 2024
2024 | 2023 | ||
Notes | £’m | £’m | |
| Assets | |||
| Investments | 10 | ||
Investment in associates | |||
| Property and equipment | 11 | ||
| Right-of-use assets | 12 | ||
| Deferred tax assets | 13 | ||
Other receivables | |||
| Pension fund asset | 17 | ||
Total non-current assets | |||
| Investments | 10 | ||
| Linked investments backing policyholder funds | 14 | ||
Income tax recoverable | |||
Trade and other receivables | |||
| Cash and cash equivalents | 15 | ||
Total current assets | |||
Total assets | |||
| Liabilities | |||
| Other liabilities | 16 | ||
| Lease liabilities | 12 | ||
| Deferred tax liabilities | 13 | ||
Total non-current liabilities | |||
| Policyholder investment contract liabilities | 14 | ||
| Other liabilities | 16 | ||
| Lease liabilities | 12 | ||
| Trade and other payables | 18 | ||
Income tax payable | |||
Total current liabilities | |||
| Equity | |||
| Share capital | 20(a) | ||
| Demerger reserves | 20(b) | ( | ( |
| Own share reserve | 20(c) | ( | ( |
| Other reserves | 20(b) | ( | ( |
Retained earnings | |||
Shareholders’ equity excluding non-controlling interests | |||
Non-controlling interests | |||
Total equity | |||
Total equity and liabilities |
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Consolidated Financial Statements
Consolidated Statement of
Changes in Equity
For the year ended 31 March 2024
| Attributable to shareholders of parent companies | |||||||||
| Non- | |||||||||
| Share | Demerger | Own share | Other | Retained | controlling | Total | |||
| capital | reserves | reserve | reserves | earnings | Total | interests | equity | ||
Notes | £’m | £’m | £’m | £’m | £’m | £’m | £’m | £’m | |
At 1 April 2023 | ( | ( | ( | ||||||
Profit for the year | |||||||||
Other comprehensive expense | ( | ( | ( | ||||||
Total comprehensive income | ( | ||||||||
| Transactions with shareholders | |||||||||
| Share-based payment charges | |||||||||
| related to Ninety One share scheme | 20(b) | ||||||||
Deferred tax | |||||||||
| Own shares purchased | 20(c) | ( | ( | ( | |||||
| Vesting and release of share awards | 20(b),(c) | ( | |||||||
| Share buyback transactions | 20(a) | ( | ( | ( | ( | ||||
| Dividends paid | 9 | ( | ( | ( | |||||
Total transactions with shareholders | ( | ( | ( | ( | |||||
At 31 March 2024 | ( | ( | ( | ||||||
At 1 April 2022 | ( | ( | |||||||
Profit for the year | |||||||||
Other comprehensive expense | ( | ( | ( | ||||||
Total comprehensive income | ( | ||||||||
| Transactions with shareholders | |||||||||
| Share-based payment charges | |||||||||
| related to Ninety One share scheme | 20(b) | ||||||||
Deferred tax | ( | ( | ( | ||||||
| Own shares purchased | 20(c) | ( | ( | ( | |||||
| Vesting and release of share awards | 20(b),(c) | ( | ( | ( | |||||
| Dividends paid | 9 | ( | ( | ( | |||||
Total transactions with shareholders | ( | ( | ( | ( | |||||
At 31 March 2023 | ( | ( | ( |
Ninety One Integrated Annual Report 2024
120
Consolidated Statement of
Cash Flows
For the year ended 31 March 2024
2024 | 2023 | ||
£’m | £’m | ||
Notes | (Restated) | ||
Cash flows from operations – shareholders | 22(a) | ||
| Cash flows from operations – policyholders | 22(a) | ( | ( |
| Cash flows from operations | |||
| Interest received | 6 | ||
| Interest paid in respect of lease liabilities | 22(b) | ( | ( |
Other interest paid | ( | ( | |
Contributions to pension fund | ( | ||
Dividends received from associates | |||
Income tax paid | ( | ( | |
| Net cash flows from operating activities | |||
| Cash flows from investing activities | |||
Acquisition of investments | ( | ( | |
Disposal of investments | |||
Distribution from investments | |||
| Additions to property and equipment | 11 | ( | ( |
Net cash flows from investing activities | ( | ||
| Cash flows from financing activities | |||
| Principal elements of lease payments | 22(b) | ( | ( |
| Purchase of own shares | 20(c) | ( | ( |
| Share buyback | 20(a) | ( | |
| Dividends paid | 9 | ( | ( |
Net cash flows from financing activities | ( | ( | |
| Cash and cash equivalents at 1 April | |||
| Net change in cash and cash equivalents | ( | ||
| Effect of foreign exchange rate changes | ( | ( | |
| Cash and cash equivalents at 31 March | |||
| Cash and cash equivalents at 31 March consist of: | |||
| Cash and cash equivalents available for use by the Group | 15 | ||
| Cash and cash equivalents presented within other assets | |||
Cash and cash equivalents presented within linked investments backing policyholder funds 1 | 14 | ||
| Cash and cash equivalents at 31 March |
1
1
1
1
1
1
1
1
1. The comparative amounts have been restated to remove the impact of an unrecognised policyholder reduction which was offset against cash and cash equivalents
presented within linked investments backing policyholder funds at 1 April 2022 and 31 March 2023. Accordingly, the prior year numbers have been amended
as follows:
ɼ Cash and cash equivalents at 1 April and 31 March have changed from £570 .3 million to £5 94 . 3 million and £45 0. 9 million to £470.9 million respectively;
ɼ Cash and cash equivalents presented within linked investments backing policyholder funds has changed from £71 .3 million to £91 .3 million;
ɼ Cash flows from operations – policyholders has changed from net outflow of £6 9. 8 million to £70. 5 million;
ɼ Cash flows from operations has changed from net inflow of £12 2.1 million to £12 1 .4 million;
ɼ Net cash flows from operating activities has changed from net inflow of £74.6 million to £7 3. 9 million;
ɼ Net change in cash and cash equivalents has changed from net outflow of £87.3 million to £8 8 .0 million; and
ɼ Effect of foreign exchange rate changes has changed from (£32.1 ) million to (£35.4 ) million.
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Notes to the Consolidated Financial Statements
For the year ended 31 March 2024
1. Basis of preparation and presentation of the consolidated financial statements
Ninety One Integrated Annual Report 2024
122
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Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2024
124
2024 | 2023 | |
£’m | £’m | |
| Revenue from external clients | ||
United Kingdom | 450.4 | 499.7 |
South Africa | 162.8 | 160.4 |
Rest of the world | 84.6 | 85.4 |
697.8 | 745.5 | |
Performance fees included in total revenue above | 30.6 | 19.4 |
2024 | 2023 | |
£’m | £’m | |
| Non-current assets | ||
United Kingdom | 69.6 | 73.3 |
South Africa | 3.2 | 3.4 |
Rest of the world | 21.9 | 24.3 |
94.7 | 101.0 |
Strategic ReportGovernanceFinancial StatementsAdditional Information
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2024 | 2023 | ||
Notes | £’m | £’m | |
Staff expenses | 4(a) | 251.5 | 279.2 |
| Deferred employee benefit scheme gain | 5 | 4.0 | 1.3 |
| Depreciation of right-of-use assets | 12,22(a) | 9.6 | 9.9 |
| Depreciation of property and equipment | 11,22(a) | 3.9 | 4.9 |
| Auditors’ remuneration | 4(b) | 1.8 | 1.9 |
| Client and retail fund administration | 37.5 | 39.9 | |
| Other administrative expenses | 90.9 | 91.6 | |
399.2 | 428.7 |
2024 | 2023 | |
£’m | £’m | |
Salaries, wages and other related expenses | 210.8 | 236.8 |
Share-based payment expenses related to Investec share plans | — | 0.3 |
Share-based payment expenses related to the Ninety One share scheme | 16.5 | 14.2 |
Social security costs | 14.4 | 17.8 |
Pension costs for defined contribution schemes | 9.8 | 10.1 |
251.5 | 279.2 |
Average number of employees | 2024 | 2023 |
Investments | 264 | 271 |
Client group and marketing | 277 | 289 |
Operations and central services | 646 | 648 |
1,187 | 1,208 |
2024 | 2023 | |
£’m | £’m | |
Fees payable to the auditors of the parent companies and their associates in respect of audits of the parent companies’ individual and consolidated financial statements | 0.4 | 0.3 |
| Fees payable to the auditors and their associates for audit and other services: | ||
Audits of the parent companies’ subsidiaries | 0.9 | 0.9 |
Audit-related assurance services | 0.3 | 0.4 |
Other assurance services | 0.2 | 0.3 |
1.8 | 1.9 |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2024
126
2024 | 2023 | ||
Notes | £’m | £’m | |
Deferred employee benefit scheme gain | 4 | 4.0 | 1.3 |
Gain/(loss) on other investments | 1.2 | (0.3) | |
| Net gain on investments | 22(a) | 5.2 | 1.0 |
Foreign exchange (loss)/gain | (1.0) | 1.1 | |
Subletting income | 2.0 | 1.2 | |
Other income | 5.8 | 3.7 | |
12.0 | 7.0 |
2024 | 2023 | ||
Notes | £’m | £’m | |
Interest income from financial assets measured at amortised cost | 3.7 | 2.5 | |
Interest income from money market funds | 14.4 | 7.1 | |
| Interest income | 22(a) | 18.1 | 9.6 |
| Interest expense on lease liabilities | 22(b) | (3.5) | (3.6) |
Other interest expense | (0.4) | (0.2) | |
| Interest expense | 22(a) | (3.9) | (3.8) |
Strategic ReportGovernanceFinancial StatementsAdditional Information
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2024 | 2023 | ||
Notes | £’m | £’m | |
Current tax – current year | 56.9 | 49.9 | |
Current tax – adjustment for prior years | (0.4) | 0.1 | |
Current tax expense | 56.5 | 50.0 | |
Deferred tax – current year | (3.6) | 0.3 | |
Deferred tax – adjustment for prior years | — | (0.3) | |
Deferred tax – change in corporate tax rates | — | (1.2) | |
| Deferred tax credit | 13 | (3.6) | (1.2) |
52.9 | 48.8 |
South Africa | United Kingdom | |||
2024 | 2023 | 2024 | 2023 | |
% | % | % | % | |
Effective rate of taxation | 24.4 | 23.0 | 24.4 | 23.0 |
Tax effect of non-deductible expenses | (0.5) | (0.4) | (0.5) | (0.4) |
Effect on deferred tax balances resulting from changes in tax rates | — | 0.6 | — | 0.6 |
Adjustment to tax charge in respect of prior year | 0.2 | 0.1 | 0.2 | 0.1 |
Effect of different tax rates applicable in foreign jurisdictions | 2.9 | 3.7 | 0.9 | (4.3) |
Standard tax rate | 27.0 | 27.0 | 25.0 | 19.0 |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2024
128
2024 | 2023 | |
£’m | £’m | |
Profit attributable to shareholders | 163.8 | 163.8 |
2024 | 2023 | |
| Number of | Number of | |
| shares | shares | |
Millions | Millions | |
| Weighted average number of ordinary shares for the purpose of calculating basic EPS | 890.3 | 899.6 |
Effect of dilutive potential shares – share awards | 3.5 | 5.2 |
Weighted average number of ordinary shares for the purpose of calculating diluted EPS | 893.8 | 904.8 |
Basic EPS (pence) | 18.4 | 18.2 |
Diluted EPS (pence) | 18.3 | 18.1 |
2024 | 2023 | |||
| Pence per | Pence per | |||
share | £’m | share | £’m | |
Prior year’s final dividend paid | 62.2 | 70.5 | ||
Interim dividend paid | 5.9 | 53.6 | 6.5 | 59.7 |
12.6 | 115.8 | 14.2 | 130.2 |
Strategic ReportGovernanceFinancial StatementsAdditional Information
129
2024 | 2023 | |
£’m | £’m | |
| Non-current | ||
Deferred compensation investments | 29.3 | 31.4 |
Investments in unlisted investment vehicles | 16.1 | 8.0 |
Other investments | 4.0 | 4.1 |
49.4 | 43.5 | |
| Current | ||
Deferred compensation investments | 22.2 | 21.5 |
Seed investments | 3.2 | 2.9 |
25.4 | 24.4 |
| Leasehold | Computer | Fixtures and | ||
| improvements | equipment | fittings | Total | |
2024 | £’m | £’m | £’m | £’m |
| Cost | ||||
At 1 April | 26.0 | 10.5 | 3.7 | 40.2 |
Additions | 0.6 | 1.9 | — | 2.5 |
Disposals | — | (0.2) | (0.1) | (0.3) |
Foreign exchange adjustment | (0.1) | (0.4) | (0.1) | (0.6) |
At 31 March | 26.5 | 11.8 | 3.5 | 41.8 |
| Accumulated depreciation | ||||
At 1 April | (5.7) | (9.2) | (2.3) | (17.2) |
Depreciation | (2.1) | (1.1) | (0.7) | (3.9) |
Disposals | — | 0.2 | 0.1 | 0.3 |
Foreign exchange adjustment | — | 0.2 | 0.1 | 0.3 |
At 31 March | (7.8) | (9.9) | (2.8) | (20.5) |
Net book value at 31 March 2024 | 18.7 | 1.9 | 0.7 | 21.3 |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2024
130
| Leasehold | Computer | Fixtures and | ||
| improvements | equipment | fittings | Total | |
2023 | £’m | £’m | £’m | £’m |
| Cost | ||||
At 1 April | 25.4 | 10.3 | 3.7 | 39.4 |
Additions | 0.5 | 0.7 | — | 1.2 |
Disposals | — | — | — | — |
Foreign exchange adjustment | 0.1 | (0.5) | — | (0.4) |
At 31 March | 26.0 | 10.5 | 3.7 | 40.2 |
| Accumulated depreciation | ||||
At 1 April | (3.5) | (7.7) | (1.6) | (12.8) |
Depreciation | (2.1) | (2.1) | (0.7) | (4.9) |
Disposals | — | — | — | — |
Foreign exchange adjustment | (0.1) | 0.6 | — | 0.5 |
At 31 March | (5.7) | (9.2) | (2.3) | (17. 2) |
Net book value at 31 March 2023 | 20.3 | 1.3 | 1.4 | 23.0 |
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2024 | 2023 | ||
Notes | £’m | £’m | |
| Right-of-use assets – Office premises | |||
At 1 April | 76.7 | 83.1 | |
Additions and remeasurements | 5.4 | 2.8 | |
| Depreciation | 4 | (9.6) | (9.9) |
Foreign exchange adjustment | (0.5) | 0.7 | |
At 31 March | 72.0 | 76.7 | |
| Lease liabilities | |||
Current | 10.0 | 10.5 | |
Non-current | 84.7 | 92.2 | |
94.7 | 102.7 |
2024 | 2023 | |||
| Present value | Present value | |||
| of the minimum | Total minimum | of the minimum | Total minimum | |
| lease | lease | lease | lease | |
| payments | payments | payments | payments | |
£’m | £’m | £’m | £’m | |
Within one year | 10.0 | 13.0 | 10.5 | 13.7 |
Between one and five years | 35.1 | 43.7 | 36.6 | 46.1 |
Over five years | 49.6 | 54.2 | 55.6 | 61.2 |
94.7 | 110.9 | 102.7 | 121.0 |
2024 | 2023 | |
£’m | £’m | |
| Deferred tax assets arising from the following: | ||
Share awards and other employee benefits | 7.0 | 6.6 |
Deferred compensation payments | 21.9 | 19.1 |
Other temporary differences | 1.5 | 1.2 |
Gross deferred tax assets | 30.4 | 26.9 |
Less: Offset against deferred tax liabilities | (1.9) | (1.4) |
Deferred tax assets | 28.5 | 25.5 |
| Deferred tax liabilities arising from the following: | ||
Unrealised capital gain | 38.4 | 24.3 |
Other temporary differences | 1.8 | 1.4 |
Gross deferred tax liabilities | 40.2 | 25.7 |
Less: Offset against deferred tax assets | (1.9) | (1.4) |
Deferred tax liabilities | 38.3 | 24.3 |
Net deferred tax (liabilities)/assets | (9.8) | 1.2 |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2024
132
| Share awards | |||||
| and other | Deferred | Other | Net deferred | ||
| employee | compensation | temporary | Unrealised | tax (liabilities)/ | |
| benefits | payments | differences | capital gain | assets | |
2024 | £’m | £’m | £’m | £’m | £’m |
At 1 April | 6.0 | 19.2 | 0.4 | (24.4) | 1.2 |
| (Charged)/credited to: | |||||
Profit or loss | 0.3 | 3.5 | — | (0.2) | 3.6 |
Directly to equity | 0.1 | — | — | — | 0.1 |
Policyholder funds | — | — | — | (15.8) | (15.8) |
Foreign exchange adjustment | (0.1) | (0.8) | — | 2.0 | 1.1 |
At 31 March | 6.3 | 21.9 | 0.4 | (38.4) | (9.8) |
| Share awards | |||||
| and other | Deferred | Other | Net deferred | ||
| employee | compensation | temporary | Unrealised | tax (liabilities)/ | |
| benefits | payments | differences | capital gain | assets | |
2023 | £’m | £’m | £’m | £’m | £’m |
At 1 April | 6.6 | 21.2 | 0.1 | (30.2) | (2.3) |
| (Charged)/credited to: | |||||
Profit or loss | 1.3 | (0.3) | 0.3 | (0.1) | 1.2 |
Other comprehensive income | (0.7) | — | — | — | (0.7) |
Directly to equity | (1.1) | — | — | — | (1.1) |
Policyholder funds | — | — | — | 1.8 | 1.8 |
Foreign exchange adjustment | (0.1) | (1.7) | — | 4.1 | 2.3 |
At 31 March | 6.0 | 19.2 | 0.4 | (24.4) | 1.2 |
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Linked investments backing policyholder funds
The pooled portfolio of assets that is linked to policyholder investment contract liabilities was:
2024 | 2023 | |
£’m | £’m | |
| (Restated) | ||
| Quoted investments at fair value | ||
Equities | 743.9 | 801.7 |
Derivatives | (1.3) | (1.2) |
742.6 | 800.5 | |
| Unquoted investments at fair value | ||
Collective investment schemes | 7,024.0 | 6,529.0 |
Equities | 0.8 | — |
Interest-bearing stocks, debentures and other loans | 2,466.0 | 2,554.5 |
Derivatives | 1.7 | 7.3 |
| Cash and cash equivalents | 81.8 | 91.3 |
| Unrecognised policyholder reduction | (18.6) | (20.0) |
9,555.7 | 9,162.1 | |
10,298.3 | 9,962.6 |
1
1
1. The comparative amounts have been restated to exclude unrecognised policyholder reduction from cash and cash equivalents in prior year, thus resulting in a split
out of a separate line “Unrecognised policyholder reduction”.
The movements in linked investments backing policyholder funds were:
2024 | 2023 | ||
Notes | £’m | £’m | |
| (Restated) | |||
At 1 April | 9,962.6 | 10,785.9 | |
| Net fair value gains on linked investments backing policyholder funds | 22(a) | 563.7 | 359.0 |
Net acquisition of linked investments backing policyholder funds 2 | 22(a) | 516.3 | 445.0 |
| Net movement in cash and cash equivalents within linked investments backing | |||
| policyholder funds | (9.5) | (96.4) | |
| Foreign exchange adjustment | (734.8) | (1,530.9) | |
| At 31 March | 10,298.3 | 9,962.6 |
2
2
2
2. The comparative amounts have been restated to remove the impact of unrecognised policyholder reduction which was offset against cash and cash equivalents
presented within linked investments backing policyholder funds.
Policyholder investment contract liabilities
The movements in policyholder investment contract liabilities were:
2024 | 2023 | ||
Notes | £’m | £’m | |
At 1 April | 9,967.3 | 10,769.9 | |
Investment income on linked investments backing policyholder funds | 468.6 | 462.6 | |
Net fair value gains on linked investments backing policyholder funds | 563.7 | 359.0 | |
Investment and administration expenses | (37.2) | (40.8) | |
Income tax expense | (21.6) | (2.7) | |
Surplus transferred to shareholders | (42.7) | (37.1) | |
| Net fair value change in policyholder investment contract liabilities | 22(a) | 930.8 | 741.0 |
| Net contributions | 22(a) | 121.9 | 6.9 |
Foreign exchange adjustment | (741.5) | (1,550.5) | |
At 31 March | 10,278.5 | 9,967.3 |
Notes to the Consolidated Financial Statements
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134
2024 | 2023 | |
£’m | £’m | |
Cash at bank | 81.3 | 99.5 |
Money market funds | 294.0 | 280.1 |
375.3 | 379.6 |
2024 | 2023 | |
£’m | £’m | |
| Non-current | ||
Deferred compensation liabilities | 31.2 | 31.9 |
| Third party interests in consolidated funds | 1.8 | 1.8 |
33.0 | 33.7 | |
| Current | ||
Deferred compensation liabilities | 24.2 | 21.9 |
57.2 | 55.6 |
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2024 | 2023 | |
£’m | £’m | |
Managed Funds | 13.3 | 15.0 |
Trustees’ bank account | 1.4 | 0.1 |
Total fair value of plan assets | 14.7 | 15.1 |
Present value of obligation | (12.0) | (12.5) |
2.7 | 2.6 |
2024 | 2023 | |
£’m | £’m | |
| Plan assets | ||
At 1 April | 15.1 | 16.7 |
Benefits paid including expenses | (0.7) | (1.2) |
Group’s contributions paid to the plan | — | 0.1 |
Interest income | 0.7 | 0.3 |
Return on plan assets, excluding interest income | (0.4) | (0.8) |
At 31 March | 14.7 | 15.1 |
| Present value of the defined benefit obligation | ||
At 1 April | 12.5 | 16.8 |
Actuarial gain arising from changes in financial assumptions | (0.5) | (3.4) |
Actuarial gain arising from changes in demographic | (0.1) | (0.2) |
Benefits paid including expenses | (0.7) | (1.2) |
Interest cost | 0.6 | 0.4 |
Administration costs | 0.2 | 0.1 |
At 31 March | 12.0 | 12.5 |
| Amounts recognised in the consolidated statement of comprehensive income | ||
Actuarial gain | 0.6 | 3.6 |
Return on plan assets, excluding interest income | (0.4) | (0.8) |
Total defined benefit credit | 0.2 | 2.8 |
2024 | 2023 | |
% | % | |
Inflation assumption | 3.2 | 3.3 |
Rate of increase in pensions in payment for post-1997 service | 3.1 | 3.3 |
Discount rate | 4.8 | 4.8 |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2024
136
The defined benefit obligation is not expected to be materially different with an estimated impact of less than £1.0 million
(2023: £1.0 million) as a result of a 0.5% change in the above major assumptions. This sensitivity assessment is based on
the assumption that changes in actuarial assumptions are not correlated and therefore it does not take into account the
correlations between the actuarial assumptions.
Maturity profile of the defined benefit obligation is:
2024 | 2023 | |||
| Weighted | Weighted | |||
| average | average | |||
| duration of the | duration of the | |||
| defined benefit | defined benefit | |||
| Number of | obligation | Number of | obligation | |
| members | (years) | members | (years) | |
Deferred members | 34 | 14.6 | 35 | 15.3 |
Pensioners | 20 | 10.6 | 19 | 10.8 |
54 | 12.4 | 54 | 13.0 |
2024 | 2023 | |
£’m | £’m | |
Employee related payables | 124.1 | 144.9 |
Subscription accounts payable | 47.4 | 64.1 |
Commission payables | 25.0 | 27.0 |
Accrued expenses | 21.1 | 20.4 |
Other payables | 55.2 | 45.8 |
272.8 | 302.2 |
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Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2024
138
The Group’s financial instruments by category and reconciled to the consolidated statement of financial position at
31 March were:
| Financial | |||||
| Financial | instruments | ||||
| instruments at | measured at | Total financial | Non-financial | ||
| FVTPL | amortised cost | instruments | instruments | Total | |
2024 | £’m | £’m | £’m | £’m | £’m |
Investments | 74.8 | — | 74.8 | — | 74.8 |
Investment in associates | — | — | — | 1.4 | 1.4 |
Property and equipment | — | — | — | 21.3 | 21.3 |
Right-of-use assets | — | — | — | 72.0 | 72.0 |
Deferred tax assets | — | — | — | 28.5 | 28.5 |
Linked investments backing policyholder funds | 10,298.3 | — | 10,298.3 | — | 10,298.3 |
Trade and other receivables | — | 217.0 | 217.0 | 15.6 | 232.6 |
Pension fund asset | — | — | — | 2.7 | 2.7 |
Income tax recoverable | — | — | — | 11.6 | 11.6 |
Cash and cash equivalents | 294.0 | 81.3 | 375.3 | — | 375.3 |
Total assets | 10,667.1 | 298.3 | 10,965.4 | 153.1 | 11,118.5 |
Policyholder investment contract liabilities | (10,278.5) | — | (10,278.5) | — | (10,278.5) |
| Other liabilities | (57. 2) | — | (57.2) | — | (57. 2) |
Lease liabilities | — | (94.7) | (94.7) | — | (94.7) |
| Trade and other payables | — | (272.8) | (272.8) | — | (272.8) |
Income tax payable | — | — | — | (9.4) | (9.4) |
Deferred tax liabilities | — | — | — | (38.3) | (38.3) |
Total liabilities | (10,335.7) | (367.5) | (10,703.2) | (47.7) | (10,750.9) |
1
1
| Financial | |||||
| Financial | instruments | ||||
| instruments at | measured at | Total financial | Non-financial | ||
| FVTPL | amortised cost | instruments | instruments | Total | |
2023 | £’m | £’m | £’m | £’m | £’m |
Investments | 67.9 | — | 67.9 | — | 67.9 |
Investment in associates | — | — | — | 1.3 | 1.3 |
Property and equipment | — | — | — | 23.0 | 23.0 |
Right-of-use assets | — | — | — | 76.7 | 76.7 |
Deferred tax assets | — | — | — | 25.5 | 25.5 |
Linked investments backing policyholder funds | 9,962.6 | — | 9,962.6 | — | 9,962.6 |
Trade and other receivables | — | 249.3 | 249.3 | 14.7 | 264.0 |
Pension fund asset | — | — | — | 2.6 | 2.6 |
Income tax recoverable | — | — | — | 9.2 | 9.2 |
Cash and cash equivalents | 280.1 | 99.5 | 379.6 | — | 379.6 |
Total assets | 10,310.6 | 348.8 | 10,659.4 | 153.0 | 10,812.4 |
Policyholder investment contract liabilities | (9,967.3) | — | (9,967.3) | — | (9,967.3) |
| Other liabilities | (55.6) | — | (55.6) | — | (55.6) |
Lease liabilities | — | (102.7) | (102.7) | — | (102.7) |
| Trade and other payables | — | (302.2) | (302.2) | — | (302.2) |
Income tax payable | — | — | — | (10.4) | (10.4) |
Deferred tax liabilities | — | — | — | (24.3) | (24.3) |
Total liabilities | (10,022.9) | (404.9) | (10,427.8) | (34.7) | (10,462.5) |
1
1
1. The nature of other liabilities and employee related payables within trade and other payables is that of IAS 19 Employee Benefit obligations. Consequently these are
not within the scope of IAS 32 and IFRS 7. However, they have been included within the financial instruments disclosures in order to reflect the unavoidable
contractural obligation that the Group has to its employees.
Strategic ReportGovernanceFinancial StatementsAdditional Information
139
2024 | 2023 | |||
| Number of | Nominal | Number of | Nominal | |
| shares | value | shares | value | |
Millions | £’m | Millions | £’m | |
| Ninety One plc | ||||
| Ordinary shares of £0.0001 each, issued, allotted and fully paid | 622.6 | 0.1 | 622.6 | 0.1 |
| Special shares of £0.0001 each, issued, allotted and fully paid: | ||||
Special converting shares at 1 April | 300.1 | — | 300.1 | — |
Shares redeemed | (15.3) | — | — | — |
Special converting shares at 31 March | 284.8 | — | 300.1 | — |
UK DAS share * | — * | — | ||
UK DAN share * | — * | — | ||
Special voting share * | — * | — | ||
Special rights share * | — * | — | ||
Ninety One plc balance at 31 March 2024 and 2023 | 0.1 | 0.1 |
2024 | 2023 | |||
| Number of | Nominal | Number of | Nominal | |
| shares | value | shares | value | |
Millions | £’m | Millions | £’m | |
| Ninety One Limited | ||||
| Ordinary shares with no par value, issued, allotted and fully paid | ||||
Ordinary shares at 1 April | 300.1 | 441.1 | 300.1 | 441.1 |
Shares cancelled | (15.3) | (22.5) | — | — |
Ordinary shares at 31 March | 284.8 | 418.6 | 300.1 | 441.1 |
| Special shares with no par value, issued, allotted and fully paid: | ||||
Special converting shares | 622.6 | — | 622.6 | — |
SA DAS share * | — * | — | ||
SA DAN share * | — * | — | ||
Special voting share * | — * | — | ||
Special rights share * | — * | — | ||
Ninety One Limited balance at 31 March 2024 and 2023 | 418.6 | 441.1 | ||
Total ordinary shares in issue and share capital at 31 March | 907.4 | 418.7 | 922.7 | 441.2 |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2024
140
2024 | 2023 | |
£’m | £’m | |
Distributable reserve (i) | 732.2 | 732.2 |
Merger reserve (ii) | 183.0 | 183.0 |
DLC reserve (iii) | (1,236.5) | (1,236.5) |
At 31 March | (321.3) | (321.3) |
| Foreign | |||
| Share-based | currency | ||
| payment | translation | ||
| reserve | reserve | Total | |
£’m | £’m | £’m | |
2024 | (iv) | (v) | |
At 1 April | 29.6 | (36.2) | (6.6) |
Foreign exchange differences on translation of foreign subsidiaries | — | (6.5) | (6.5) |
Share-based payment charges | 16.5 | — | 16.5 |
Vesting and release of share awards | (14.1) | — | (14.1) |
At 31 March | 32.0 | (42.7) | (10.7) |
| 2023 | |||
At 1 April | 24.2 | (20.2) | 4.0 |
Foreign exchange differences on translation of foreign subsidiaries | — | (16.0) | (16.0) |
Share-based payment charges | 14.2 | — | 14.2 |
Vesting and release of share awards | (8.8) | — | (8.8) |
At 31 March | 29.6 | (36.2) | (6.6) |
Strategic ReportGovernanceFinancial StatementsAdditional Information
141
2024 | 2023 | |||
| Number of | Number of | |||
| shares | shares | |||
Millions | £’m | Millions | £’m | |
At 1 April | 22.6 | 51.4 | 17.6 | 35.7 |
Own shares purchased | 7.4 | 12.5 | 10.0 | 23.8 |
Own shares vested and released | (6.7) | (14.1) | (5.0) | (8.1) |
At 31 March | 23.3 | 49.8 | 22.6 | 51.4 |
2024 | 2023 | |
£’m | £’m | |
Ninety One plc LTIP and Ninety One Limited LTIP (note 21(a)(i)) | 16.5 | 14.0 |
Ninety One SIP (note 21(a)(ii)) | — | 0.2 |
Investec Share Plans | — | 0.3 |
16.5 | 14.5 |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2024
142
2024 | 2023 | |
| Number of | Number of | |
| ordinary | ordinary | |
| shares | shares | |
Millions | Millions | |
Outstanding at 1 April | 21.5 | 14.2 |
Granted | 6.5 | 12.4 |
Vested | (6.6) | (5.0) |
Forfeited | (0.4) | (0.1) |
Outstanding at 31 March | 21.0 | 21.5 |
The weighted average fair value of shares granted under these plans during the year ended 31 March 2024 was
£1.67 (2023: £2.01). Fair value is equal to the market value of the shares at the date of grant.
(ii) Ninety One SIP
The Ninety One SIP is an all-employee share plan. Free share awards were made under the Ninety One SIP. All eligible UK
employees on the admission date in March 2020 received their listing awards as free share awards under the Ninety One SIP
which were subject to a three-year holding period starting from the grant date. All free share awards have fully vested in the
prior year. The Ninety One SIP is currently used as an employee share purchase plan.
22. Notes to the consolidated statement of cash flows
22(a) Reconciliation of cash flows from operations
2024 | 2023 | ||
Notes | £’m | £’m | |
| (Restated) | |||
| Cashflows from operations – shareholders | |||
Profit before tax | 216.8 | 212.6 | |
| Adjusted for: | |||
| Net gain on investments | 5 | (5.2) | (1.0) |
| Depreciation of property and equipment | 4 | 3.9 | 4.9 |
| Depreciation of right-of-use assets | 4 | 9.6 | 9.9 |
| Interest income | 6 | (18.1) | (9.6) |
| Interest expense | 6 | 3.9 | 3.8 |
Net loss of pension fund | 0.1 | 0.2 | |
Share of profit from associates | (1.3) | (1.4) | |
Share-based payment charges related to Ninety One share scheme | 16.5 | 14.2 | |
| Working capital changes: | |||
Trade and other receivables | 25.5 | 3.5 | |
Trade and other payables | (36.2) | (35.8) | |
Other liabilities | 1.7 | (9.4) | |
217.2 | 191.9 | ||
| Cashflows from operations – policyholders | |||
| Net fair value gains on linked investments backing policyholder funds | 14 | (563.7) | (359.0) |
| Net fair value change in policyholder investment contract liabilities | 14 | 930.8 | 741.0 |
| Net contributions received from policyholders | 14 | 121.9 | 6.9 |
| Net acquisition of linked investments backing policyholder funds | 14 | (516.3) | (445.0) |
| Working capital changes: | |||
Trade and other receivables | 5.9 | 2.0 | |
Trade and other payables | 4.5 | (16.4) | |
Other movements | 15.8 | — | |
(1.1) | (70.5) |
1
1. The comparative amounts have been restated to remove the impact of unrecognised policyholder reduction which was offset against cash and cash equivalents
presented within linked investments backing policyholder funds.
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143
22(b) Reconciliation of liabilities arising from financing activities
The table below details changes in the Group’s liabilities from financing activities, including both cash and non-cash
changes. Liabilities arising from financing activities are liabilities for which cash flows were, or future cash flows will be,
classified in the consolidated statement of cash flows as cash flows from financing activities.
| Lease liabilities | |||
2024 | 2023 | ||
Notes | £’m | £’m | |
At 1 April | 102.7 | 109.4 | |
| Changes from cash flows: | |||
Principal elements of lease payments | (10.1) | (10.3) | |
Interest paid in respect of lease liabilities | (3.5) | (3.6) | |
Payment of lease liabilities | (13.6) | (13.9) | |
| Other changes: | |||
Additions and remeasurements of lease liabilities | 2.9 | 2.8 | |
| Interest expense on lease liabilities | 6 | 3.5 | 3.6 |
Foreign exchange adjustment | (0.8) | 0.8 | |
At 31 March | 94.7 | 102.7 |
Type of structured entity | Nature and purpose | Interest held by the Group |
Mutual funds | To manage assets on behalf of investors and generate | i) Shares or units issued by the funds |
| fees for the investment manager. | ii) Management fee and performance fee | |
| These vehicles are financed through the issue of | ||
| shares or units to investors. |
| Carrying amount | Investment | Management/ | |||
| included in the | management and | performance | |||
| AUM of | statement of | performance | fees receivable | ||
| Number of funds | the funds | financial position | fees for the year | as at year end | |
£’bn | £’m | £’m | £’m | ||
At 31 March 2024 | 137 | 57.8 | 297.2 | 347.4 | 31.5 |
At 31 March 2023 | 141 | 60.5 | 283.0 | 365.2 | 35.8 |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2024
144
2024 | 2023 | |
£’m | £’m | |
Short-term employee benefits | 3.6 | 4.2 |
Share-based payments | 3.4 | 2.6 |
7.0 | 6.8 |
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145
2024 | 2023 | |||||||
| Other financial | Other financial | |||||||
| assets | assets | |||||||
| Money market | measured at | Money market | measured at | |||||
funds | Cash at bank | amortised cost | Total | funds | Cash at bank | amortised cost | Total | |
£’m | £’m | £’m | £’m | £’m | £’m | £’m | £’m | |
AAA | 199.8 | — | — | 199.8 | 184.1 | — | — | 184.1 |
AA+ | 94.2 | — | — | 94.2 | 96.0 | — | — | 96.0 |
A+ | — | 69.5 | — | 69.5 | — | 87.6 | — | 87.6 |
A- | — | 2.3 | — | 2.3 | — | — | — | — |
BBB+ and lower | — | 9.2 | — | 9.2 | — | 11.6 | — | 11.6 |
Not rated | — | 0.3 | 103.2 | 103.5 | — | 0.3 | 104.1 | 104.4 |
Total | 294.0 | 81.3 | 103.2 | 478.5 | 280.1 | 99.5 | 104.1 | 483.7 |
2024 | 2023 | |
£’m | £’m | |
Less than 30 days | 78.7 | 90.0 |
Between 30 and 90 days | 24.5 | 14.1 |
103.2 | 104.1 |
2024 | 2023 | ||
Notes | £’m | £’m | |
Trade receivables per ageing analysis | 103.2 | 104.1 | |
Trade receivables related to policyholders | 58.8 | 64.7 | |
Subscription accounts receivable | 42.2 | 63.3 | |
| Other receivables | 12.8 | 17.2 | |
| Trade and other receivables measured at amortised cost | 19 | 217.0 | 249.3 |
| Trade and other receivables – non-financial instruments | 19 | 15.6 | 14.7 |
Trade and other receivables – total | 232.6 | 264.0 |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2024
146
| Total | |||||
| One year | Between one | Over | contractual | Carrying | |
| or less | and five years | five years | cash flows | amount | |
2024 | £’m | £’m | £’m | £’m | £’m |
Lease liabilities | 13.0 | 46.1 | 61.2 | 120.3 | 94.7 |
| Trade and other payables | 272.8 | — | — | 272.8 | 272.8 |
| Other liabilities | 24.2 | 33.0 | — | 57.2 | 57.2 |
310.0 | 79.1 | 61.2 | 450.3 | 424.7 |
| Total | |||||
| One year | Between one | Over | contractual | Carrying | |
| or less | and five years | five years | cash flows | amount | |
2023 | £’m | £’m | £’m | £’m | £’m |
Lease liabilities | 13.7 | 46.1 | 61.2 | 121.0 | 102.7 |
| Trade and other payables | 302.2 | — | — | 302.2 | 302.2 |
| Other liabilities | 21.9 | 33.7 | — | 55.6 | 55.6 |
337.8 | 79.8 | 61.2 | 478.8 | 460.5 |
Strategic ReportGovernanceFinancial StatementsAdditional Information
147
2024 | 2023 | ||||
| A reasonable change | A reasonable change | ||||
| in the variable | Effect on | in the variable | Effect on | ||
| within the next | profit after | within the next | profit after | ||
| calendar year | tax and equity | calendar year | tax and equity | ||
% | £’m | % | £’m | ||
US Dollar against Sterling | Strengthen | 9 | 3.9 | 10 | 4.6 |
Weaken | 9 | (3.3) | 10 | (3.8) | |
Euro against Sterling | Strengthen | 4 | 0.3 | 10 | 0.9 |
Weaken | 4 | (0.3) | 10 | (0.7) | |
Interest rate | Increase | 0.3 | 0.7 | 0.1 | 0.3 |
Decrease | 0.9 | (2.4) | 0.1 | (0.3) |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2024
148
Level 1 | Level 2 | Level 3 | Total | ||
2024 | Notes | £’m | £’m | £’m | £’m |
Deferred compensation investments | 10 | 51.5 | — | — | 51.5 |
| Seed investments | 10 | 3.2 | — | — | 3.2 |
| Unlisted investment vehicles | 10 | — | 2.4 | 13.7 | 16.1 |
| Other investments | 10 | — | 4.0 | — | 4.0 |
| Money market funds | 15 | 294.0 | — | — | 294.0 |
| Investments backing policyholder funds | 14 | 743.9 | 9,485.9 | 68.5 | 10,298.3 |
| Total financial assets measured at fair value | 19 | 1,092.6 | 9,492.3 | 82.2 | 10,667.1 |
| Policyholder investment contract liabilities | 14 | — | (10,278.5) | — | (10,278.5) |
| Other liabilities | 16 | — | (57. 2) | — | (57. 2) |
| Total financial liabilities measured at fair value | 19 | — | (10,335.7) | — | (10,335.7) |
| 2023 (Restated) | |||||
Deferred compensation investments | 10 | 52.9 | — | — | 52.9 |
| Seed investments | 10 | 2.9 | — | — | 2.9 |
| Unlisted investment vehicles | 10 | — | — | 8.0 | 8.0 |
| Other investments | 10 | — | 4.1 | — | 4.1 |
| Money market funds | 15 | 280.1 | — | — | 280.1 |
| Investments backing policyholder funds | 14 | 800.5 | 9,116.2 | 45.9 | 9,962.6 |
| Total financial assets measured at fair value | 19 | 1,136.4 | 9,120.3 | 53.9 | 10,310.6 |
| Policyholder investment contract liabilities | 14 | — | (9,967.3) | — | (9,967.3) |
| Other liabilities | 16 | — | (55.6) | — | (55.6) |
| Total financial liabilities measured at fair value | 19 | — | (10,022.9) | — | (10,022.9) |
Strategic ReportGovernanceFinancial StatementsAdditional Information
149
2024 | 2023 | |
Unlisted investment vehicles | £’m | £’m |
At 1 April | 8.0 | 3.5 |
Purchase | 5.1 | 4.3 |
Unrealised gain | 0.6 | 0.2 |
At 31 March | 13.7 | 8.0 |
2024 | 2023 | |
Investment backing policyholder funds | £’m | £’m |
At 1 April | 45.9 | 63.9 |
Disposal | (7.9) | (10.1) |
| Transfer from level 2 | 27.8 | — |
Unrealised gain | 6.4 | 0.1 |
Foreign exchange adjustment | (3.7) | (8.0) |
At 31 March | 68.5 | 45.9 |
27. Events after the reporting date
Other than the dividend recommended by the Board presented in note 9, no event was noted after the reporting date that
would require disclosures in or adjustments to the consolidated financial statements.
Company name | Share class | Interest in % |
| Principal subsidiaries and associates held by Ninety One plc | ||
| United Kingdom | ||
| Registered office: 55 Gresham Street, London, EC2V 7EL | ||
Ninety One Fund Managers UK Limited | Ordinary | 100 |
| Ninety One Global Limited | Ordinary | 100 |
Ninety One International Limited | Ordinary | 100 |
Ninety One UK Holdings Limited | Ordinary | 100 |
Ninety One UK Limited | Ordinary | 100 |
| Australia | ||
| Registered office: Suite 3, Level 28, Chifley Tower, 2 Chifley Square, Sydney, NSW 2000 | ||
Ninety One Australia Pty Limited | Ordinary | 100 |
| Canada | ||
| Registered office: 22 Adelaide Street West, 3400, Toronto, Ontario, Canada, M5H 4E3 | ||
Ninety One Canada Inc. | Ordinary | 100 |
| Guernsey | ||
| Registered office: First Floor, Dorey Court, Elizabeth Avenue, St. Peter Port, GY1 2HT | ||
Ninety One Africa Frontier Private Equity Fund GP Limited | Ordinary | 100 |
Ninety One Africa Private Equity Fund 2 GP Limited | Ordinary | 100 |
Notes to the Consolidated Financial Statements
Ninety One Integrated Annual Report 2024
150
Company name | Share class | Interest in % |
Ninety One Guernsey Limited | Ordinary | 100 |
| Lango Real Estate Management Limited | Ordinary | 37.5 |
Lango Co-Invest GP Limited | Ordinary | 100 |
| Lango Co-Invest LP | Partnership interest | 34.3 |
| GIAP Manco Empowerment Limited | Ordinary | 50 |
| Ninety One Guernsey Nominees Limited | Ordinary | 100 |
| Ninety One Guernsey Service Company Limited | Ordinary | 100 |
| Hong Kong | ||
| Registered office: Suite 1201-1206, 12/F, One Pacific Place, 88 Queensway, Admiralty | ||
Ninety One Hong Kong Limited | Ordinary | 100 |
| Luxembourg | ||
| Registered office: 2-4 Avenue Marie-Thérèse, L-2132 | ||
Ninety One Africa Credit Opportunities Fund 2 GP S.à r.l. | Ordinary | 100 |
Ninety One Global Alternative Fund 2 GP S.à r.l. | Ordinary | 100 |
Ninety One Global Alternative Fund 2 Carry SCSp | Partnership interest | 40 |
Ninety One Luxembourg S.A. | Ordinary | 100 |
| Saudi Arabia | ||
| Registered office: 7934, Al Safarjal, 3193 | ||
Ninety One Capital Company (Single Shareholder Company) 3 | Joint stock | 100 |
| Singapore | ||
| Registered office: 138 Market Street, #27-02 CapitaGreen, Singapore 048946 | ||
Ninety One Singapore Pte. Limited | Ordinary | 100 |
| Switzerland | ||
| Registered office: Dufourstrasse 49, 8008 Zurich | ||
Ninety One Switzerland GmbH | Ordinary | 100 |
| United States of America | ||
| Registered office: 2711 Centerville Road, Suite 400, Wilmington, 19808, New Castle | ||
Ninety One North America, Inc. | Ordinary | 100 |
| Principal subsidiaries and associates held by Ninety One Limited | ||
| South Africa | ||
| Registered office: 36 Hans Strijdom Avenue, Cape Town, 8001 | ||
| Ninety One Africa Proprietary Limited | Ordinary | 100 |
Ninety One Alternative Investments GP Proprietary Limited | Ordinary | 100 |
Ninety One Assurance Limited | Ordinary | 100 |
Ninety One Fund Managers SA (RF) Proprietary Limited | Ordinary | 100 |
Ninety One Investment Platform Proprietary Limited | Ordinary | 100 |
Ninety One SA Proprietary Limited | Ordinary | 100 |
Grayston Nominees Proprietary Limited | Ordinary | 100 |
| Botswana | ||
| Registered office: Deloitte House, Plot 64518, Fairgrounds, Gaborone | ||
| Ninety One Botswana Proprietary Limited | Ordinary | 90 |
| Ninety One Botswana Employee Share Scheme Trust | Unspecified | — |
| Ninety One Fund Managers Botswana Proprietary Limited | Ordinary | 90 |
| Namibia | ||
| Registered office: 24 Orban Street, Klein Windhoek, Windhoek | ||
| Ninety One Asset Management Namibia (Proprietary) Limited | Ordinary | 100 |
| Ninety One Asset Management Namibia Staff Share Scheme Trust | Unspecified | — |
| Ninety One Fund Managers Namibia Limited | Ordinary | 100 |
Strategic ReportGovernanceFinancial StatementsAdditional Information
151
2024 2023
Policyholders Shareholders Total Policyholders Shareholders Total
£’m £’m £’m £’m £’m £’m
Assets
Investments — 49.4 49.4 — 43.5 43.5
Investment in associates — 1.4 1.4 — 1.3 1.3
Property and equipment — 21.3 21.3 — 23.0 23.0
Right-of-use assets — 72.0 72.0 — 76.7 76.7
Deferred tax assets — 28.5 28.5 — 25.5 25.5
Other receivables — 2.5 2.5 — 3.4 3.4
Pension fund asset — 2.7 2.7 — 2.6 2.6
Total non-current assets — 177.8 177.8 — 176.0 176.0
Investments — 25.4 25.4 — 24.4 24.4
Linked investments backing policyholder funds 10,298.3 — 10,298.3 9,962.6 — 9,962.6
Income tax recoverable — 11.6 11.6 0.3 8.9 9.2
Trade and other receivables 58.8 171.3 230.1 64.7 195.9 260.6
Cash and cash equivalents — 375.3 375.3 — 379.6 379.6
Total current assets 10,357.1 583.6 10,940.7 10,027.6 608.8 10,636.4
Total assets 10,357.1 761.4 11,118.5 10,027.6 784.8 10,812.4
Liabilities
Other liabilities — 33.0 33.0 — 33.7 33.7
Lease liabilities — 84.7 84.7 — 92.2 92.2
Deferred tax liabilities 38.0 0.3 38.3 24.2 0.1 24.3
Total non-current liabilities 38.0 118.0 156.0 24.2 126.0 150.2
Policyholder investment contract liabilities 10,278.5 — 10,278.5 9,967.3 — 9,967.3
Other liabilities — 24.2 24.2 — 21.9 21.9
Lease liabilities — 10.0 10.0 — 10.5 10.5
Trade and other payables 40.6 232.2 272.8 36.1 266.1 302.2
Income tax payable — 9.4 9.4 — 10.4 10.4
Total current liabilities 10,319.1 275.8 10,594.9 10,003.4 308.9 10,312.3
Equity
Share capital — 418.7 418.7 — 441.2 441.2
Demerger reserves — (321.3) (321.3) — (321.3) (321.3)
Own share reserve — (49.8) (49.8) — (51.4) (51.4)
Other reserves — (10.7) (10.7) — (6.6) (6.6)
Retained earnings — 330.5 330.5 — 287.9 287.9
Shareholders’ equity excluding
non-controlling interests — 367.4 367.4 — 349.8 349.8
Non-controlling interests — 0.2 0.2 — 0.1 0.1
Total equity — 367.6 367.6 — 349.9 349.9
Total equity and liabilities 10,357.1 761.4 11,118.5 10,027.6 784.8 10,812.4
Annexure to the Consolidated Financial Statements
Consolidated Statement of Financial Position
(including policyholder figures)
At 31 March 2024
Ninety One Integrated Annual Report 2024
152
2024 2023
Policyholders Shareholders Total Policyholders Shareholders Total
£’m £’m £’m £’m £’m £’m
Cash flows from operations (1.1) 217.2 216.1 (70.5) 191.9 121.4
Interest received — 18.1 18.1 — 9.6 9.6
Interest paid in respect of lease liabilities — (3.5) (3.5) — (3.6) (3.6)
Other interest paid — (0.1) (0.1) — (0.2) (0.2)
Contributions to pension fund — — — — (0.1) (0.1)
Dividends received from associates — 1.0 1.0 — 1.0 1.0
Income tax paid — (59.8) (59.8) — (54.2) (54.2)
Net cash flows from operating activities (1.1) 172.9 171.8 (70.5) 144.4 73.9
Cash flows from investing activities
Acquisition of investments — (29.9) (29.9) — (29.1) (29.1)
Disposal of investments — 28.0 28.0 — 31.8 31.8
Distribution from investments — — — — 0.9 0.9
Additions to property and equipment — (2.5) (2.5) — (1.2) (1.2)
Net cash flows from investing activities — (4.4) (4.4) — 2.4 2.4
Cash flows from financing activities
Principal elements of lease payments — (10.1) (10.1) — (10.3) (10.3)
Purchase of own shares — (12.5) (12.5) — (23.8) (23.8)
Share buyback — (25.4) (25.4) — — —
Dividends paid — (115.8) (115.8) — (130.2) (130.2)
Net cash flows from financing activities — (163.8) (163.8) — (164.3) (164.3)
Cash and cash equivalents at 1 April 91.3 379.6 470.9 187.7 406.6 594.3
Net change in cash and cash equivalents (1.1) 4.7 3.6 (70.5) (17.5) (88.0)
Effect of foreign exchange rate changes (8.4) (9.0) (17.4) (25.9) (9.5) (35.4)
Cash and cash equivalents at 31 March 81.8 375.3 457.1 91.3 379.6 470.9
Consolidated Statement of Cash Flows
(including policyholder figures)
For the year ended 31 March 2024
Strategic ReportGovernanceFinancial StatementsAdditional Information
153
2024 2023
Notes £’m £’m
Assets
Investment in subsidiary undertaking
29 915.3 915.3
Total non-current assets 915.3 915.3
Amounts receivable from subsidiary undertakings
33(a) 0.8 13.1
Income tax recoverable 0.1 —
Cash and cash equivalents 8.2 3.0
Total current assets 9.1 16.1
Total assets 924.4 931.4
Liabilities
Trade and other payables 1.9 1.6
Amounts payable to subsidiary undertakings
33(a) — 0.1
Total current liabilities 1.9 1.7
Equity
Share capital
20(a) 0.1 0.1
Demerger reserves
31 915.2 915.2
Share-based payments reserve
31 26.7 25.1
Own share reserve
32 (42.8) (44.8)
Retained earnings at 1 April 34.1 11.3
Profit for the year 41.3 82.5
Dividends
30 (52.1) (59.7)
Retained earnings 23.3 34.1
Total equity 922.5 929.7
Total equity and liabilities 924.4 931.4
The financial statements of Ninety One plc (registered number 12245293) were approved by the Board on 4 June 2024 and
signed on its behalf by:
Hendrik du Toit Kim McFarland
Chief Executive Officer Finance Director
Ninety One plc Company Financial Statements
Statement of Financial Position
At 31 March 2024
Ninety One Integrated Annual Report 2024
154
Share
capital
Demerger
reserves
Share-
based
payments
reserve
Own share
reserve
Retained
earnings
Total
equity
Notes £’m £’m £’m £’m £’m £’m
At 1 April 2023 0.1 915.2 25.1 (44.8) 34.1 929.7
Profit for the year — — — — 41.3 41.3
Transactions with shareholders
Share-based payment charges related
to Ninety One share scheme
31 — — 14.1 — — 14.1
Own shares purchased
32 — — — (10.4) — (10.4)
Vesting and release of share awards
31,32 — — (12.5) 12.4 — (0.1)
Dividends paid
30 — — — — (52.1) (52.1)
Total transactions with shareholders — — 1.6 2.0 (52.1) (48.5)
At 31 March 2024 0.1 915.2 26.7 (42.8) 23.3 922.5
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
31 — — 11.8 — — 11.8
Own shares purchased
32 — — — (21.0) — (21.0)
Vesting and release of share awards
31,32 — — (6.7) 6.0 — (0.7)
Dividends paid
30 — — — — (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
Statement of Changes in Equity
For the year ended 31 March 2024
Strategic ReportGovernanceFinancial StatementsAdditional Information
155
2024 2023
Notes £’m £’m
Cash flows from operating activities
Profit before tax 41.3 82.5
Adjusted for:
Share-based payment charges
31 14.1 11.8
Dividend income from subsidiary undertaking (41.8) (82.5)
Working capital changes:
Amounts receivable from subsidiary undertakings 12.3 (11.9)
Amounts payable to subsidiary undertakings (0.1) (0.1)
Trade and other payables 0.2 (0.2)
Other receivables — 0.1
Cash flows from operations 26.0 (0.3)
Dividends received 41.8 82.5
Income tax paid (0.1) —
Net cash flows from operating activities 67.7 82.2
Cash flows from financing activities
Dividends paid
30 (52.1) (59.7)
Purchase of own shares
32 (10.4) (21.0)
Loan advanced from subsidiary undertaking — 20.9
Loan repaid to subsidiary undertaking — (25.1)
Net cash flows from financing activities (62.5) (84.9)
Net change in cash and cash equivalents 5.2 (2.7)
Cash and cash equivalents at 1 April 3.0 5.7
Cash and cash equivalents at 31 March 8.2 3.0
Ninety One plc Company Financial Statements
Statement of Cash Flows
For the year ended 31 March 2024
Ninety One Integrated Annual Report 2024
156
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 2024. 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.
29. 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 28 to the
Group’s consolidated financial statements.
2024 2023
£’m £’m
At 1 April and 31 March 915.3 915.3
30. Dividends
The total ordinary dividends paid by the Company during the year were:
2024 2023
Pence per
share £’m
Pence per
share £’m
Prior year’s final dividend paid 6.7 27.7 7.7 32.9
Interim dividend paid 5.9 24.4 6.5 26.8
12.6 52.1 14.2 59.7
On 4 June 2024, the Board recommended a final dividend for the year ended 31 March 2024 of 6.4 pence per ordinary
share, an estimated £28.1 million in total. The dividend is expected to be paid on 8 August 2024 to ordinary shareholders
on the registers at the close of business on 19 July 2024.
31. Demerger reserves 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
At 31 March 2024 and 2023 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 2024
Strategic ReportGovernanceFinancial StatementsAdditional Information
157
Share-based payments reserve
The movements in share-based payments reserve during the year were:
2024 2023
£’m £’m
At 1 April 25.1 20.0
Share-based payment charges related to Ninety One share scheme 14.1 11.8
Vesting and release of share awards (12.5) (6.7)
At 31 March 26.7 25.1
32. Own share reserve
The movements in own share reserve during the year were:
2024 2023
Number of
shares
Millions £’m
Number of
shares
Millions £’m
At 1 April 19.5 44.8 14.4 29.8
Own shares purchased 6.2 10.4 8.8 21.0
Own shares vested and released (5.9) (12.4) (3.7) (6.0)
At 31 March 19.8 42.8 19.5 44.8
33. 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:
33(a) Balances and transactions with subsidiary undertakings
2024 2023
Balances with subsidiary undertakings £’m £’m
Amounts receivable from subsidiary undertakings 0.8 13.1
Amounts payable to subsidiary undertakings — (0.1)
2024 2023
Transactions with subsidiary undertakings £’m £’m
Cost recoveries from subsidiary undertakings — 0.9
Interest expense charged on the loan payable to subsidiary undertaking — (0.2)
Dividend income from subsidiary undertaking 41.8 82.5
Notes to the Company Financial Statements
Ninety One Integrated Annual Report 2024
158
33(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:
2024 2023
£’m £’m
Short-term employee benefits 3.6 4.2
Share-based payments 3.4 2.6
7.0 6.8
34. Financial instruments
At 31 March 2024 and 2023, 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 19. The result
of the ECL assessment showed an immaterial impact, therefore no loss allowance has been provided for the years ended
31 March 2024 and 2023. 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
2024 £’m £’m £’m £’m £’m
Investment in subsidiary undertaking — — — 915.3 915.3
Income tax recoverable — — — 0.1 0.1
Amounts receivable from subsidiary undertakings 0.8 — 0.8 — 0.8
Cash and cash equivalents 8.2 — 8.2 — 8.2
Trade and other payables — (1.9) (1.9) — (1.9)
9.0 (1.9) 7.1 915.4 922.5
2023
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
Strategic ReportGovernanceFinancial StatementsAdditional Information
159
Investing for a better tomorrow
Kangaroos are highly social in their groups and use tactile
ways to build cohesion. In their native Australia, large
kangaroos have found ways to adapt to the spread of human
habitat and changing land use. In this, they’ve been more
successful than smaller macropods, such as quokkas.
Additional Information
Ninety One Integrated Annual Report 2024
160
Strategic ReportGovernanceFinancial StatementsAdditional Information
161
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.
AI
Artificial Intelligence.
AIFMD
Alternative Investment Fund Managers Directive.
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 management 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 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.
EDGAR
Emissions Database for Global Atmospheric Research
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.
FRC
The Financial Reporting Council Limited incorporated and
registered in England.
Ninety One Integrated Annual Report 2024
162
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
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.
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.
Just Transition
Greening the economy in a way that is as fair and inclusive
as possible to everyone concerned, creating decent work
opportunities and leaving no one behind.
King IV
King IV report on Corporate Governance for
South Africa, 2016.
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.
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 2024. 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 Contribution.
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 as set out on pages 56-57.
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.
PRI
Principles for Responsible Investment.
RCSA
Risk and Control Self-Assessment.
SBTi
Science Based Targets initiative.
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 2018.
UCITS
Undertaking for Collective Investment in Transferable
Securities Directive.
WACI
Weighted average carbon intensity.
Strategic ReportGovernanceFinancial StatementsAdditional Information
163
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 2025 financial calendar
Event Date
Q1 AUM update 12 July 2024
Annual General Meeting 25 July 2024
Half year end 30 September 2024
Q2 AUM update 16 October 2024
Interim results 20 November 2024
Q3 AUM update 17 January 2025
Financial year end 31 March 2025
Q4 AUM update 17 April 2025
Full-year results 4 June 2025
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 the latest as well as historic reports,
presentations and announcements. For more information
on Ninety One, visit www.ninetyone.com.
Corporate information
Independent auditors
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 2024
164
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