Level 2

Company Announcements

Annual Financial Report

Related Companies

RNS Number : 4698I
London Stock Exchange Group PLC
25 March 2015
 



London Stock Exchange Group plc Annual Report and Accounts, Notice of Annual General Meeting 2015 and related documents.

The Annual Report and Accounts of the London Stock Exchange Group plc (the "Group") for the nine month period ended 31 December 2014 (the "Annual Report"), Notice of Annual General Meeting 2015 (the "AGM Notice") and related form of proxy for the Group's 2015 Annual General Meeting (the "AGM") are being mailed to shareholders today and, in accordance with paragraph 9.6.1 of the FCA Listing Rules, have been submitted to the National Storage Mechanism where they will shortly be available for inspection at www.hemscott.com/nsm.do.

London Stock Exchange Group plc

Paul Froud - Investor Relations

+44 (0) 20 7797 3322

 

Victoria Cowley - Media

+44 (0) 20 7797 1222

 

In compliance with DTR 6.3.5 and Listing Rule 9.6.3, the following information is extracted from the Annual Report and should be read in conjunction with the Group's preliminary results announcement of 5 March 2015 (the "Preliminary Results"). The information reproduced below and the Preliminary Results together constitute the material required by DTR 6.3.5 to be communicated in full, unedited text through a regulatory information service. This is not a substitute for reading the full Annual Report.  Page numbers and cross references in the extracted information below refer to page numbers and cross-references in the Annual Report.  The Annual Report, the Preliminary Results and the AGM Notice can be viewed and downloaded at http://www.lseg.com/investor-relations.

 The Annual Report contains the following statements regarding important events that have occurred during the year on pages 14 to 15:

 "Chairman's Statement

"THE GROUP IS IN A STRONG POSITION, AND CONTINUES TO BE AS RELEVANT AS EVER TO THE SUCCESSFUL FUNCTIONING OF THE GLOBAL ECONOMY AND THE STABILITY AND EFFICIENCY OF THE INTERNATIONAL FINANCIAL SYSTEM."

Overview

London Stock Exchange Group has continued its strategy of expanding its global presence and business footprint while delivering growth, both through acquisition and organically. We have reaped the benefits of recent

acquisitions, LCH.Clearnet and FTSE, and have strengthened our position as a key facilitator of capital formation with resurgent IPO markets in London and Italy, helping companies raise over £42 billion during the course of the year.

 

In December 2014, we successfully completed the acquisition of Frank Russell Company, a strong strategic acquisition for LSEG and a rare opportunity to acquire a high quality US business with a leading global brand. The combination of FTSE and the Russell index businesses will give our Group a leading global index franchise, strongly positioned to capitalise on key industry trends such as growth in passive investment strategies, and will provide an excellent platform for attractive financial returns.

 

Financial performance and dividend

The Group delivered a good financial performance, with adjusted income on a 12 month basis up 26 per cent to £1,381.1 million. Adjusted operating profit rose 8 per cent, on an organic and constant currency basis, to £558 million. LSEG's delivery on its stated strategy is also reflected in the Group's share price performance, which reached a record high during 2014. A rights issue to partially fund the purchase of Frank Russell Company was successfully completed in September, expanding the number of shares in issue to 347 million. Given the change in the Group's accounting reference date to 31 December, we are proposing a final dividend of 12.8 pence per share. This results in a total dividend of 22.5 pence per share for the 9 month period, equivalent to 75 per cent of the dividend that would have been paid for a full 12 month period. The final dividend will be paid to shareholders on the register as at 8 May 2015.

Corporate Responsibility

We remain acutely aware of the wider role that our organisation plays in the communities in which we operate, and as a participant in the global economy. The Group's approach to corporate responsibility is founded on four pillars that are directly linked with the way we operate as a business: namely our markets, our services, our people and our community. In June 2014, LSEG joined the UN Sustainable Stock Exchanges Initiative as a partner exchange where we collaborate with peers to promote sustainable business practices and corporate transparency.

 

The wider role our business plays in society remains a key focus across the Group. In the past nine months, the Group donated over £1.5 million, a 21 per cent increase on the equivalent pro rated period last year. This is in addition to ongoing initiatives which individual employees undertake in conjunction with our partner charities across the globe. We have refreshed our corporate responsibility strategy and a summary of our activities can be found on page 40 and in a fuller corporate responsibility report, which can be accessed from our website.

 

Board changes

In August 2014, the Group's Board was further strengthened with the appointment of Sharon Bowles as a Non-Executive Director. Sharon brings extensive knowledge of the European and global political and regulatory trends impacting our business. Her experience and insight will be of great value to the Group, which continues to operate in an increasingly complex and evolving regulatory environment.

 

In July 2014, Paolo Scaroni stepped down after seven years as a Director and Deputy Chairman. We are grateful to Paolo for his significant contribution to LSEG's board since the merger with Borsa Italiana, providing sound and insightful counsel on the delivery of the Group's successful strategy.

 

Conclusion

At the Group's AGM in July 2014 I announced that it was the time to think about my own succession, having had the privilege of chairing the Board of Directors of LSEG for almost 12 years. In my time as Chairman, LSEG has transformed from a largely domestic stock exchange to a global, diversified infrastructure and capital markets group. Regulation, competition and technology have been catalysts for that change and I am proud of LSEG's position today as one of the world's leading global participants in our industry. The unwavering focus on, and implementation of, our strategy for diversification and growth, has resulted in a strong portfolio of markets, products and services across the trading cycle; from capital formation to information services, technology, clearing, settlement and risk management.  Importantly, the Group's firm commitment to operating as a neutral, open access venue remains a key differentiator and allows us to partner with stakeholders around the globe to facilitate the operation of stable and effective financial markets.

 

The Group is in a strong position, and continues to be as relevant to the successful functioning of the global economy and the stability and efficiency of the international financial system as ever. The industry is still characterised by ongoing structural change and a dynamic regulatory environment, but I am confident that the Group is in an excellent place and that it will continue to thrive.

 

I have had the privilege to work with an array of highly experienced, intelligent, and dynamic colleagues across all areas of the business, from employees in our various locations across the globe, to the executive management team and my fellow Board Directors. I would formally like to extend my personal thanks for their individual dedication throughout my tenure. In particular I would like to thank Clara Furse and Xavier Rolet, Chief Executives of London Stock Exchange Group during my Chairmanship. In very different ways their leadership and vision have nurtured the Group against a tumultuous economic backdrop, through an evolving industry landscape and against an unprecedented competitive environment.

 

As previously announced, the Board has asked Robert Webb, as Senior Independent Director, to chair the Nomination Committee through the process of appointing a successor and it is intended that the search and appropriate transition will be completed by the end of December 2015.

 

Chris Gibson-Smith

 Chairman"

The Annual Report contains the following statements regarding principal risks and uncertainties facing the business, with respect to principal strategic, financial and operational risks, on pages 54 to 61, and, with respect to financial risk management, on pages 127 to 131:

"Overview of Principal Risks:

Strategic Risks

Financial Risks

Operational Risks

Global economy

Competition

Regulatory change 

Compliance

Transformation risk

Liquidity risk (Clearing)

Latent market risk (Clearing)

Settlement and custodial risks

Capital management

Technology

Change management

Investment Management business

Security threats

Employees

Strategic Risks

Risks related to our strategy (including the implementation of strategic initiatives and external threats to the achievement of our strategy). The category also includes risks associated with reputation or brand values.

Risk description

Mitigation

Global economy

As a diversified international exchange group we operate in a broad range of global equity, bond and derivative markets. If the global economy underperforms, lower activity in our markets may lead to lower fee revenue.

 

The widening geographical footprint of the Group, including the recently acquired Frank Russell Company, has increased the proportion of the Group's earnings that are in foreign currency, leading to greater foreign exchange risk.

 

The amount and mix of Russell's assets under management are subject to fluctuations from market volatility, which may impact Russell's fee levels and operating results. Russell's ability to achieve investment returns for clients is a key driver of the growth of assets under management.

 

The improving economic environment in the UK has had a positive impact on the Group's business, and has increased the activity on our primary markets. Recent economic data from the US has been generally positive, reflecting an improving 2015 outlook. This will benefit the Group's expanding US operations.

 

The outlook for the Eurozone declined sharply in the second half of 2014, and there may be a return to the conditions that prevailed during the financial crisis of 2008-12.

 

Ongoing geopolitical tensions are introducing additional uncertainty in the markets and may impact investors' confidence.

 

The widening geographical footprint of the Group, including the recently acquired Frank Russell Company, has improved the geographical diversification of the Group's income streams.

 

The Group performs regular analyses to monitor the markets and the potential impacts on the business. Activities include Key Risk Indicator tracking, stress testing, and hedging.

 

The Financial Risk Committee closely monitors and analyses multiple market scenarios and action plans in order to minimise any impacts stemming from a potential deterioration of the macroeconomic environment. The eurozone and geopolitical concerns are closely monitored by the Financial Risk Committee and the Board Risk Committee.

 

Group Treasury risk is monitored daily, is managed within the constraints of a Board approved policy by the Group Treasury team, and is overseen by the Group Treasury Committee (a sub-Committee of the Financial Risk Committee chaired by the CFO). An update on Group Treasury risks and actions is provided monthly to the Financial Risk Committee and to each Board Risk Committee.

 

The Group mitigates the FX translation exposure created by ownership of overseas businesses by matching, to the extent possible, the currency of Group's debt to the currency of its income streams. This is supplemented by a programme of active hedging using derivative instruments. Material foreign currency transactions relate mainly to M&A and dividend related payments and are hedged as required by Policy.

 

The Group has appropriate contingency plans in place to ensure key technology operations are not dependent on a single geography. Business Continuity Management (BCM) and crisis management procedures would be invoked to manage the response to an unexpected event.

For more information, see Market Position and Outlook (on pages 8-13), and note 3 to the accounts: Financial Risk Management (on pages 127-131).

Risk description

Mitigation

Competition

We operate in a highly competitive industry. Continued consolidation has fuelled competition including between groups in different geographical areas.

 

In Post Trade Services the consolidation of clients has led to a concentration of revenues. Any future loss of liquidity or reduction in volumes on exchanges may impact clearing and settlement revenues.

 

In Information Services, consolidation within the industry is expected over the next three to five years. Client migration to competitors could lead to a loss of revenue.

 

In our Capital Markets operations there is a risk that competitors will improve their products, pricing and technology in a way that erodes our businesses. There is increasing competition for primary listings

from other global exchanges and regional centres.

 

In Technology Services, there is intense competition across all activities and there are strong incumbents in some of our growth areas.

 

 

Competitive markets are, by their very nature, dynamic, and the effects of competitor activity can never be fully mitigated. Senior management actively engages with clients and the Group undertakes constant market monitoring and period pricing revision to mitigate risks. Commercial initiatives are aligned with our major clients and this is complemented by an ongoing focus on new technology deployment and cost reduction.

 

The Group's track record of innovation and diversification ensures the Group offers best in class services with a global capability. The Group is focused on integrating acquisitions and delivering tangible synergies from them, supported by robust governance and programme management structures.

 

We maintain a dedicated international marketing team focused on key target markets who promote the benefits of listing on our markets to international issuers, the global advisory community and other stakeholders.

Risk description

Mitigation

Regulatory change

The Group and its exchanges, other trading venues, clearing houses, central securities depositories, trade repository and other regulated entities operate in areas that are highly regulated by governmental, competition and regulatory bodies at European and national levels.

 

Delivery of the G20 agenda in the EU resulted in a range of measures which may impact our business directly or indirectly including MiFID/MiFIR, EMIR, CSDR and BRRD. In addition the European Commission has adopted proposals which are under negotiation in the European Parliament and Council of Ministers for the regulation of financial benchmarks, and to address potential issues in the system of credit intermediation (shadow banking) in relation to Money Market funds (MMFs) and securities financing transactions (SFTs). In 2015 it is planning to propose measures for a recovery and resolution framework for CCPs. Following political agreement of MiFID and MiFIR, the rule-making work will continue through much of 2015.

 

Negotiations also continue on a possible Financial Transaction Tax (FTT). To date it has proved difficult for participating Member States to reach agreement on a number of areas, and the proposed implementation date has moved out to 2016. France and Italy have both implemented a domestic FTT.

 

The CCPs have focused on the analysis of the potential impact of the new Basel III rules on capital requirements for banks' exposure to CCPs. In general, the ongoing development of prudential regulation (including Basel III) and the forthcoming CCP Recovery and Resolution legislative proposal could have an impact on our CCP clearing volumes, with implications for the Group's revenues.

 

 

Changes in the regulatory environment form a key input into our strategic planning, including the impact on our growth strategies, both organic and inorganic. We monitor regulatory developments continually and engage directly with regulatory and governmental authorities at national, EU and international levels.

 

We continue to develop our relationships with key policymakers, particularly at EU and national level. Potential impacts from regulatory change are assessed and, depending on the impact, opportunities are developed and mitigating strategies and actions are planned.

 

As the various regulatory initiatives progress, there will be greater certainty about their likely final form. The Group continues to focus on remaining well positioned to respond to regulatory developments and further opportunities exist for the Group to deliver solutions to help the market address the changing regulatory environment.

 

The Group's CCPs are actively engaged in the public debate on CCP recovery and resolution and the implications of capital requirements on clearing members.

Compliance

 

There is a risk that one or more of the Group's entities may fail to comply with the laws and regulatory requirements to which it is, or becomes, subject. In this event, the entity in question may be subject to censures, fines and other regulatory or legal proceedings.

 

The Group continues to maintain systems and controls to mitigate compliance risk. Compliance Policies and procedures are regularly reviewed to ensure that Group entities and staff are compliant with applicable laws and regulations and uphold our corporate standards.

For more information on regulatory changes see Market Position and Outlook (on pages 8-13).

 

Risk description

Mitigation

Transformation risk

The Group is exposed to transformation risks (risk of loss or failure resulting from change/transformation) given the current levels of change and alignment activity taking place across the Group. As part of the alignment processes the Group targets specific synergy deliveries.

 

A failure to successfully align the businesses of the Group may lead to an increased cost base without a commensurate increase in revenue; a failure to capture future product and market opportunities; and risks in respect of capital requirements, regulatory relationships and management time.

 

The additional work related to M&A and alignment activities could have an adverse impact on the Group's day-to-day performance and/or key strategic initiatives which could damage the Group's reputation.

 

The scale and complexity of the recent acquisitions has increased the Group's change management and transformation risks.

 

 

 

The LSEG Enterprise-wide Risk Management Framework ensures appropriate risk management across the Group, and the governance of the enlarged Group is aligned and strengthened as appropriate. The Group performs regular reporting of change performance, including ongoing alignment activity.

 

Each major initiative is overseen by a Steering Committee which monitors the associated risks closely and is typically chaired by the Chief Financial Officer or the Director of Corporate Strategy and includes Executive Committee members. Regular reports are submitted to the Executive Committee, the Board Risk Committee and the Board.

 

 

Financial Risks

The risk of financial failure, reputational loss, loss of earnings and/or capital as a result of investment activity, lack of liquidity, funding or capital, and/or the inappropriate recording, reporting and disclosure of financial results, taxation and regulatory information.

Risk description

Mitigation

Liquidity risk (clearing)

 

The Group's CCPs hold a significant amount of cash and securities deposited by clearing members as margin or default funds. To ensure optimum ongoing liquidity and access to funds, the CCPs deposit the cash received in highly liquid and secure investments, as mandated by the EMIR regulations.

 

Potential liquidity risks faced by the Group CCPs include:

-- Margin payments: Margins are settled at least daily. The CCPs must ensure that sufficient funds are available to fulfil their obligations

-- Collateral switches and excess cash margin cover: Members have some flexibility to choose whether to post margin in cash or securities, and may choose to over-collateralise

-- Market disruptions: Such as unusual market volatility driving large margin movements; liquidity squeezes in the cash or securities markets and central bank actions

-- Failed settlements: Arising when a member fails to deliver securities, leaving the CCP short of these securities which may have been designated to meet the obligations of another trade

 

Group CCPs have put in place EMIR compliant liquidity plans for day-to-day liquidity management, including contingencies for stressed conditions. Group CCPs have multiple layers of defence against liquidity shortfalls including intraday margin calls, minimum cash balances, access to contingent liquidity arrangements, and for certain CCPs, access to central bank liquidity.

 

Under the ERMF, CCP investments must be made in compliance with the Group CCP Financial Risk Policy (as well as the Policies of the CCPs themselves). These policies stipulate a number of risk management standards including investment limits (secured and unsecured) and liquidity coverage ratios. Committees overseeing CCP investment risk

meet regularly.

Each CCP monitors its liquidity needs daily using stressed assumptions and reports to the Group Financial Risk Committee each month.

 

CCP counterparty risk including liquidity management balances and counterparty disintermediation risk is consolidated daily at Group level and reported to the Executive Committee, including limits and status rating.

 

Risk description

Mitigation

Latent market risk (clearing)

 

Our clearing services guarantee final settlement of trades and manage counterparty risk for a range of assets and instruments including cash equities, derivatives, energy products, agricultural derivatives, interbank collateralised money loans and Government bonds. Therefore the Group is exposed to country risk, credit risk, issuer risk, market risk, liquidity risk, interest rate risk and foreign exchange risk.

 

There is a risk that one of the parties to a cleared transaction defaults on their obligation; in this circumstance the CCP is obliged to honour the contract on the defaulter's behalf and thus an unmatched risk position arises. The CCP may suffer a loss in the process of work-out (the 'Default Management Process') if the market moves against the CCP's positions.

 

 

All our CCPs have been EMIR certified, and are compliant with the EMIR requirements regarding margin calculations, capital and default rules. Under the ERMF, CCP latent market risk must be managed in compliance with the Group CCP Financial Risk Policy as well as policies of the CCPs themselves.

 

There has been a very significant strengthening of CCP members' balance sheets over recent years, reducing the risk to LSEG CCPs of a member default. The banks' own recovery and resolution plans also provide a degree of protection to the CCP in the event of a bank becoming troubled. The financial risks associated with clearing operations are further mitigated by:

-- Strict CCP membership rules including supervisory capital, technical and organisational criteria.

-- The maintenance of prudent levels of margin and default funds to cover exposures to participants. Each member deposits margins, computed at least daily, to cover the theoretical costs which the clearing service would incur in order to close out open positions in the event of the member's default. Clearing members also contribute to default funds.

-- Regular 'Fire Drills' are carried out to test the operational soundness of the CCPs' default management processes.

 

In 2014 a centralised VaR model was implemented by LSEG, covering key clearing services. This model consolidates the underlying risk by member across the services in the engine, enabling LSEG to assess cumulative counterparty risks across the CCPs. This information is consolidated with CCP liquidity management balances and is available daily to the Executive Committee and Board, including limits and RAGs.

 

Committees overseeing latent market and member risks meet on a regular basis.

Risk description

Mitigation

Settlement and custodial risks

 

The Group offers post trade services and centralised administration of financial instruments through its Italian CSD subsidiary which offers pre-settlement, settlement and custody services. These activities carry operational risk and custody risk (including asset servicing risk).

 

Settlement activities performed in the cross-border context carry  counterparty risk. The CSD does not provide intra-day settlement financing to its members.

 

 

Counterparty risk is mitigated through pre-positioning (availability of security) and pre-funding (availability of cash).

 

Operational risk is minimised via highly automated processes reducing administrative activities and formalised procedures for all services. The CSD mitigates IT risks by providing for redundancy of systems, daily backup of data, fully updated remote recovery sites and SLAs with outsourcers. Liquidity for the CSD operations of Monte Titoli is provided by the Bank of Italy.

 

For more information on these risks see the Post Trade Services section of the Segmental Review (on pages 29-33), and Note 3 to the accounts, Financial Risk Management (on pages 127-131).

Capital Management

 

Principal risks to managing the Group's capital are:

-- In respect of regulated entities, capital adequacy compliance risk (the risk that regulated entities do not maintain and report sufficient qualifying capital to meet regulatory requirements) and capital reporting compliance risk (the risk that regulated entities fail to comply with capital reporting and regulatory obligations). If a regulated entity in the Group fails to ensure sufficient capital resources are maintained to meet regulatory requirements this could lead to loss of regulatory approvals

-- In respect of regulated and unregulated entities, commercial capital adequacy and quality risk (the risk that Group and individual subsidiaries do not maintain both sufficient quantity and quality of capital to meet commercial requirements) and investment return risk (the risk that capital is held in subsidiaries or invested in projects that generate a return that is below the Group's cost of capital)

-- Availability of debt or equity (whether specific to the Group or driven by general financial market conditions)

 

The Group's Capital Management Policy provides a framework to ensure the Group maintains suitable capital levels (both at Group and individual subsidiaries levels), and effectively manages the risks thereof. The Group's Treasury Policy recognises the need to observe regulatory requirements in the management of the Group's resources.

 

The Risk Appetite approved by the Board includes components related to the Group's leverage ratios and capital risks; Key Risk Indicators are monitored regularly. The Group maintains an ongoing review of the capital positions of its regulated entities and operates within capital limits which are overseen by the Treasury Committee, the Financial Risk Committee, the Executive Committee and the Board. The Group can manage its capital structure by varying returns to shareholders, issuing new shares or increasing or reducing borrowings. The Board reviews dividend policy and funding capacity on a regular basis and the Group maintains comfortable levels of debt facility headroom.

 

The Group regularly assesses debt and equity markets to maintain access to new capital at reasonable cost. The Group is mindful of potential impacts on its key metrics when considering changes to its capital structure.

 

For more information on this risk see Note 3 to the accounts, Financial Risk Management (on pages 127-131).

 

Operational Risk

The risk of loss, or other adverse consequences to the business, resulting from inadequate or failed internal processes, people and systems, or from external events.

Risk description

Mitigation

Technology

Secure and stable technology performing to high levels of availability and throughput continues to be critical to the support of the Group's businesses. Technology failures may impact our clients, potentially leading to a loss of trading or clearing volumes, impact our information services activities, or the investment management process.

 

The Group continues to consolidate its IT development and operations in the MillenniumIT infrastructure to provide greater control and efficiency. This focus of activity means there is a risk of resource over-stretch to meet both the requirements of the Group and those of third parties. Continued innovation and investment in new trading/ information systems can lead to further resource stretch in coping with increased volumes and new product development.

 

The Group also has dependencies on a number of third parties for the provision of hardware, software, communication and networks for elements of its trading, clearing, settlement, data and other systems.

 

 

The performance and availability of the Group systems are constantly reviewed and monitored to prevent problems arising where possible and ensure a prompt response to any potential service interruption issues.

 

The Group's technology teams mitigate this risk by ensuring prioritisation of all development and operations activities, and resource utilisation and allocation are kept under constant review.

 

The MillenniumIT systems are designed to be fault tolerant and alternative standby computer facilities are maintained to minimise the risk of system disruptions.

 

The Group actively manages relationships with key strategic IT suppliers to avoid any breakdown in service provision which could adversely affect the Group's businesses. Where possible the Group has identified alternative suppliers that could be engaged in the event of a third party failing to deliver on its contractual commitments.

 

For more information see the Technology Services section of the Segmental Review ( on pages 38 -39).

Risk description

Mitigation

Change Management

 

The considerable change agenda is driven by both internal and external factors. Internal factors include the diversification strategy of the Group and its drive for technology innovation and consolidation. External factors include the changing regulatory landscape and requirements which necessitate changes to our systems and processes.

 

There are a significant number of major, complex projects and strategic actions under way concurrently, that, if not delivered to sufficiently high standards and within agreed timescales, could have an adverse impact on the operation of core services, revenue growth and asset valuation, and damage the Group's reputation. The volume of simultaneous change could also lead to a loss of client goodwill if the execution is not managed appropriately. Further, synergies and cost benefits may not be delivered to anticipated levels.

 

 

 

The senior management team is focused on the implementation of the Group's strategy and the project pipeline in view of their importance to the Group's future success. Each major project is managed via a dedicated Programme Board or Steering Committee overseen by members of the Executive Committee.

 

Software design methodologies, testing regimes and test environments are continuously being strengthened to minimise implementation risk.

 

For more information see the Chairman's statement (on pages 14 and 15), and the Chief Executive's statement (on pages 16 and 17).

Risk description

Mitigation

Investment Management business

The Group recently acquired a US Investment Management (IM)business which operates in a heavily regulated segment of the financial services industry.

 

The comprehensive review of the strategic fit of the Russell Investment Management business with the Group's long-term strategy has concluded with the decision to explore a sale. Risks associated with this include:  retention of key clients and employees; risks from the process of separating the Russell Index and IM businesses and the ability of the Group to effectively oversee the Investment Management operations under the Russell pre-acquisition strategic plan.

 

Rising global demand for multi-managers/single sub-advisor products has resulted in increasing competitive pressures for our Investment Management business. The generally increasing use of ETFs and other passive investment products also drives competition, which could impact the growth of assets under management and fees thereof.

 

The IM business model is reliant on data and services provided by third-party suppliers in custody, and certain money managers and distributors. In North America, the IM business has established strong relationships with advisors at independent broker-dealers who distribute to individual retail clients and is reliant upon these third-party advisors to ensure that its products are being marketed properly and are well matched to the needs of the individual clients.

 

In certain asset classes or investment strategies there exist investment manager concentrations, or situations where mandates represent a substantial portion of a manager's AUM. While the IM business faces little direct financial exposure to difficulties that a third-party supplier might experience, problems experienced by a supplier might expose the Group to reputational risk, regulatory risk, and potential litigation risk.

 

LSEG have commenced the sale process for the Russell IM business following the public announcement of the outcome of the comprehensive review on 5 February 2015. The Group has received a number of expressions of interest in a potential acquisition of the business from a wide range of parties, reflecting the high quality of this business and market-leading positions. Concurrently, a dedicated project team is focused on effecting a separation of the Russell Index and IM businesses to align with a sale of the IM business.

 

We monitor key regulatory developments in each of the jurisdictions where the Investment Management and its advisory business are active. We also work closely with industry trade associations and State trade associations to promote the interests of our clients.

 

There are in place a number of processes and governance practices that focus on the prudent management of third-party exposure. Russell's Operational Risk processes include a formalised review of third-party vendors. Contracting and negotiation are centralised to ensure all relationships are properly contracted. Service level agreements, key performance indicators and reviews of the independent control attestations of strategic vendors (SSAE16s) are important elements in the third-party supplier control framework.

 

The third-party advisors who distribute our investment products to individual retail clients are subject to numerous, increasingly stringent regulations aimed at improving transparency and ensuring that clients are being well served, including applying the more demanding fiduciary standards to the relationship between financial advisors and their clients. Our IM business has dedicated compliance/risk-management personnel in each of its key operating regions to monitor third-party supplier compliance. In addition, there is monthly monitoring and reporting to senior management of investment manager concentrations, and regular reviews with third-party investment managers by

Risk description

 

Mitigation

Investment Management business (continued)

The IM business includes a consulting business, the clients of which are generally very large and sophisticated institutional pension funds or Sovereign Wealth Funds, and also a business offering financial services directly to retail investors in the UK. Adverse investment experience for clients of either of these businesses could expose the Group to reputational risk or litigation risk.

 

both the business units and Russell's risk management team.

 

The IM business has a number of policies and processes in place to manage the risks associated with its consultancy activities and the activities of the retail facing business.

 

The consultancy business benefits from access to the same tools and expertise as the core IM business. Russell's Risk Management team has a programme in place to review the effectiveness of investment

models utilised by the Investment Management group and by its consultants in developing investment strategy recommendations.

 

The formal LSEG Risk plan to embed Russell into Governance and reporting includes all parts of the Russell business. Group Governance and Risk Management has already been enhanced to provide oversight of the Russell IM business including amendment to the membership of key Risk Oversight Committees both at Russell and LSEG. An LSEG Head of Risk for the US has been appointed who has oversight of all the US based subsidiaries' risks, including monitoring and reporting of key management information to the Group.

 

Security threats

 

The Group is reliant upon secure premises to protect its employees and physical assets as well as appropriate safeguards to ensure uninterrupted operation of its IT systems and infrastructure. The threat of cyber crime requires a high level of scrutiny as it may have an adverse impact on our business. Terrorist attacks and similar activities directed against our offices, operations, computer systems or networks could disrupt our markets, harm staff, tenants and visitors, and severely disrupt our business operations. Civil or political unrest could impact on companies within the Group.

 

Long-term unavailability of key premises or trading and information outages and corruption of data could lead to the loss of client confidence and reputational damage. Security risks have escalated in recent years due to the increasing sophistication of cyber crime.

 

 

 

 

 

 

Security threats are treated very seriously. The Group has robust physical security arrangements, and extensive IT measures to mitigate technical security risks. The Group is a member of the Centre for the Protection of National Infrastructure (CPNI), with both physical and IT security teams monitoring intelligence and liaising closely with police and global Government agencies.

 

The Group has well established and regularly tested business continuity and crisis management procedures. The Group risk function assesses its dependencies on critical suppliers and ensures robust contingency measures are in place.

 

Risk description

Mitigation

Employees

 

The calibre, quality and retention of employees are critical to the success of the Group. Failure to adequately manage and retain staff resulting in unacceptable levels of staff turnover leads to increased costs of attracting replacement staff and undue distraction of senior management time in recruiting replacements. The loss of key members of staff could have an adverse impact on the Group's operations and ability to deliver its strategy.

 

The Group's ability to attract and retain high-quality individuals depends on the condition of recruitment markets and corresponding compensation packages of financial services, technology firms and regulators with which the Group competes for the same key staff.

 

The Group operates a performance management and appraisal system, and Executive development opportunities are provided with the Nomination Committee responsible for considering succession

plans for key senior positions.

 

In addition, a programme of succession planning is operated by the Group to minimise the impact of the loss of key staff critical to the operation of the business.

 

A performance related annual bonus and pay review process is in place for all employees. Regular benchmarking of reward and incentive systems is performed to ensure they are competitive. The Group also offers Long Term Incentive Plans for high performers and critical staff and turnover is closely monitored. A centralised training budget allows a co-ordinated approach to development across the Group.

 

We continue to enhance our talent management approach and maintain a rigorous recruitment and selection process. This process is managed by a new in-house team that reports to the Group Head of Talent.

 

For more information see Our wider responsibility (on pages 40 - 41) and Remuneration Report (on pages 80-109).

 

3. Financial risk management

The Group seeks to protect its financial performance and the value of its business from exposure to capital, credit, concentration, country, liquidity and market (including foreign exchange, fair value and cash flow interest rate and other price) risks.

 

Financial risk management is not speculative. It is performed both at a Group level, where the treasury function identifies, evaluates and hedges financial risks from a Group perspective and also locally, where operating units manage their regulatory and operational risks. This includes clearing operations at the Group's CCPs (at LCH.Clearnet Group and CC&G) and investment management activities at the Frank Russell Company, that adhere to local regulation and operate under locally approved risk and investment policies.

 

The Financial Risk Committee, a sub-committee of the Group Executive Committee and chaired by the Chief Financial Officer, meets monthly to oversee the consolidated financial risks of the Group. In addition, the Treasury Committee, a sub-committee of the Financial Risk Committee (which is also chaired by the Chief Financial Officer), meets regularly to monitor the management of and controls around foreign exchange, interest rates, credit and concentration risks and the investment of excess liquidity in addition to its oversight of the Group's funding arrangements. Both committees provide the Group's senior management with assurance that the treasury and risk operations are performed in accordance with Group Board approved policies and procedures. Regular updates, on a range of key criteria as well as new developments, are provided through the Enterprise Risk Management Framework to the Group Risk Committee. See 'Risk Management Oversight', pages 50-53, for further detail on the Group's risk framework.

 

Capital risk

Risk description

Risk management approach

The Group is profitable and strongly cash generative and its capital base comprises equity and debt capital.

However, the Group recognises the risk that its entities may not maintain sufficient capital to meet their obligations or they may make investments that fail to generate a positive or value enhancing return.

The Group comprises regulated and unregulated entities. It considers that:

-- increases in the capital requirements of its regulated companies, or

-- negative yields on its investments of cash, or

-- a scarcity of debt or equity (driven by its own performance or financial market conditions),

either separately or in combination are the principal risks to managing its capital.

The Group focuses upon its overall cost of capital as it seeks, within the scope of its risk appetite, to provide superior returns to its shareholders, fulfil its obligations to the relevant regulatory authorities and other stakeholders and ensure that it is not overly dependent upon short and medium term debt that might not be available at renewal. Maintaining the flexibility to invest for growth is a key capital management consideration.

 

As at 31 December 2014, the book value of the Group's consolidated equity before non-controlling interests was £2,526.5 million (31 March 2014: £1,565 million) and the book value of its consolidated debt was £1,726.4 million (31 March 2014: £1,223.7 million). The Group can manage its capital structure and react to changes in economic conditions by varying returns to shareholders, issuing new shares or increasing or reducing borrowings. The Board reviews dividend policy and funding capacity on a regular basis and the Group maintains comfortable levels of debt facility headroom.

 

Whilst the Company is unregulated, the regulated entities within the Group continuously monitor compliance with the capital requirements set by their respective competent authorities and the terms of reference of the Financial Risk Committee includes oversight of the Group's Capital Management Policy. The Capital Management Policy seeks to ensure that compliance with local regulations is maintained and that there is a robust evaluation, undertaken by the Group's Investment Committee, of the impact of new investments, across the Group, on its capital position. Regulated entities within the Group have to date predominantly issued equity and hold cash to satisfy their local regulatory capital requirements and, as at 31 December 2014, £1,011.3 million of cash and cash equivalents was held to meet regulatory and operational requirements across these entities (31 March 2014: £803.6 million). This amount increased during the period as a result of the inclusion of Frank Russell Company's cash and cash equivalents held predominantly to meet the regulatory requirements of its investment management business, in addition to LCH.Clearnet Group's total cash and cash equivalents, and maintaining the £200 million generally set aside by other Group operations. We believe that Group companies' cash and cash equivalents are sufficient to comfortably support current regulatory frameworks. The level of cash set aside by the Group for these purposes remains subject to on-going review with regulators, particularly in Europe and the USA.

 

To maintain the financial strength to access new capital at reasonable cost and sustain an investment grade credit rating, the Group monitors its net leverage ratio which is operating net debt (i.e. net debt excluding cash and cash equivalents set aside for regulatory and operational purposes) to adjusted EBITDA (Group consolidated earnings before net finance charges, taxation, impairment, depreciation and amortisation and non-recurring items) against a target range of 1-2 times. The Group is also mindful of potential impacts on the key metrics employed by the credit rating agencies in considering increases to its borrowings. To underpin its financial flexibility and protect its investment grade credit rating, the Group raised over £960 million (before associated costs) from shareholders during the 9 month period to 31 December 2014 through a Rights Issue. This provided a balance to the new debt also raised in the period to appropriately fund the acquisition of Frank Russell Company, pushing net leverage up towards 2.4 times in early December 2014.

 

As at 31 December 2014 net leverage had reduced back to 2.1 times (March 2014: 1.9 times), a little above the top end of the Group's target range. The Group is comfortably in compliance with its bank facility ratio covenants (net leverage and debt service) and these measures do not inhibit the Group's operations or its financing plans.

 

Credit and concentration risk

Risk description

Risk management approach

In their roles as central counterparty (CCP) clearers to financial market participants, the Group's CCPs guarantee final settlement of transactions acting as buyer towards each seller and as seller towards each buyer. They manage substantial credit risks as part of their operations including unmatched risk positions that might arise from the default of a party to a cleared transaction. For more information see 'Principal Risk and Uncertainties', pages 54-61.

 

Notwithstanding regulations in Europe and the US that require CCPs to invest predominantly in secured instruments or structures (such as government bonds and reverse repos), CC&G and the LCH.Clearnet Group CCPs continue to be able to invest up to 5 per cent of their margin and default fund cash unsecured. Through this potential unsecured investment by its CCPs (as well as by certain other regulated and unregulated operations observing agreed investment policy limits), the Group will continue to face the risk of direct loss from a deterioration or failure of one or more of its unsecured investment counterparties.

 

Concentration risk may arise through Group entities having large individual or connected exposures to groups of counterparties whose likelihood of default is driven by common underlying factors. This is a particular focus of the investment approach at the Group's CCPs.

 

More broadly, the Group's credit risk relates to its customers and counterparties being unable to meet their obligations to the Group either in part or in full, including:

-- customer receivables

-- repayment of invested cash and cash equivalents

-- settlement of derivative financial instruments

 

CCPs

To address the market participant and latent market risk, the Group's CCPs have established financial safeguards against single or multiple defaults. Clearing membership selection is based upon supervisory capital, technical and organisational criteria. Each member must pay margins, computed and collected at least daily, to cover the exposures and theoretical costs which the CCP would incur in order to close out open positions in the event of the member's default. Margins are calculated using established and internationally acknowledged risk models and are debited from participants' accounts through central bank accounts and via commercial bank payment systems. Minimum levels of cash collateral are required and non-cash collateral is re-valued daily. As at 31 December 2014, the total aggregate margin liability of clearing members amounted to £70.6 billion (31 March 2014: £68.3 billion), against which the Group had received £38.8 billion in cash (31 March 2014: £35.8 billion) and £31.8 billion in non-cash securities (31 March 2014: £34.4 billion). The maximum aggregate margin liability during the 9 month period to 31 December 2014 was £80.1 billion (year to 31 March 2014: £77.2 billion).

 

Clearing members also contribute to default funds managed by the CCPs to guarantee the integrity of the markets in the event of multiple defaults in extreme market circumstances. Amounts are determined on the basis of the results of periodic stress testing examined by the risk committees of the respective CCPs. As at 31 December 2014, the total aggregate of clearing member contributions to the default funds amounted to £10.3 billion in aggregate across the Group's CCPs (31 March 2014: £9.0 billion). The maximum aggregate amount during the 9 month period to 31 December 2014 was £10.6 billion (year to 31 March 2014: £9.1 billion). Furthermore, each of the Group's CCPs has recently reinforced its capital position to meet the more stringent regulatory requirements applicable to it, including holding a minimum amount of dedicated own resources to further underpin the protective credit risk framework in the event of a significant market stress event or participant failure.

 

Investment counterparty risk for CCP margin and default funds is managed by investing the cash element in

instruments or structures deemed 'secure' by the relevant regulatory bodies including through direct investments in highly rated, 'regulatory qualifying' sovereign bonds and supra-national debt, investments in tri-party and bi-lateral reverse repos (receiving high quality government securities as collateral which are subject to a 'haircut' on their market value) and, in certain jurisdictions, deposits with the central bank. The small proportion of cash that is invested unsecured is placed for short durations with highly rated counterparties where strict limits are applied with respect to credit quality, concentration and tenor. The investment portfolio at 31 December 2014 totalled £43.5 billion in aggregate (31 March 2014: £47.4 billion), of which a weighted average 99.1 per cent (31 March 2014: 99.7 per cent) was invested securely with an overall maturity of 85 days (31 March 2014: 87 days), including material amounts invested over a very short timeframe to support liquidity needs. The maximum portfolio size during the 9 month period to 31 December 2014 was £51.6 billion (year to 31 March 2014: £54.1 billion). Associated liquidity risks are considered in the investment mix and discussed further below.

 

To address concentration risk, the Group maintains a diversified portfolio of high quality, liquid investments and uses a broad range of custodians, payment and settlement banks and agents. The largest concentration of treasury exposures as at 31 December 2014 was 11.4 per cent of the total investment portfolio to the US Government (31 March 2014: 10.4 per cent to the French Government).

 

Group

Credit risk is controlled through policies developed at a Group level.

 

Group companies make a judgement on the credit quality of their customers based upon the customer's financial position, the recurring nature of billing and collection arrangements and, historically, a low incidence of default. Furthermore, the Group is exposed to a large number of customers and so concentration risk on its receivables is deemed by management as low.

 

Credit risk of cash and cash equivalents is managed by limiting the exposure to credit rating reference points potentially overlaid by a default probability assessment. Up to £50 million can be invested for up to 12 months with counterparties rated long term AAA (or equivalent) through to a maximum £25 million overnight with counterparties rated short term A-2 (or equivalent). Derivative transactions and other treasury receivable structures are undertaken or agreed with well capitalised counterparties and are authorised by policy, to limit the credit risk underlying these transactions.

 

The Frank Russell Company does not guarantee the performance of its investment management business.

 

 

Country risk

Risk description

Risk management approach

Distress can result from the risk that certain governments may be unable or find it difficult to service their debts. This could have adverse effects, particularly on the Group's CCPs, potentially impacting cleared products, margin collateral, investments, the clearing membership and the financial industry as a whole.

Specific risk frameworks manage country risk for both fixed income clearing and margin collateral and all clearing members are monitored regularly against a suite of sovereign stress scenarios. Investment limits and counterparty and clearing membership monitoring are sensitive to changes in ratings and other financial market indicators, to ensure the Group's CCPs are able to measure, monitor and mitigate exposures to sovereign risk and respond quickly to anticipated changes. Risk Committees maintain an on-going watch over these risks and the associated policy frameworks to protect the Group against potentially severe volatility in the sovereign debt markets.

 

As at 31 December 2014, the Group has material investments of £1 billion or more in aggregate in the following sovereigns:

Group Aggregate Sovereign Treasury Exposures

 

31 December 2014

31 March 2014

Country

£ billion

£ billion

USA

5.8

3.9

France

5.0

4.9

Italy

3.7

4.5

Germany

2.2

1.5

Spain

1.6

Nil

Belgium

1.5

2.2

 

Liquidity, settlement and custodial risk

Risk description

Risk management approach

 

The Group's operations are exposed to liquidity risk to the extent that they are unable to meet their daily payment obligations.

 

In addition, the Group's CCPs, the Frank Russell Company investment management businesses and certain other subsidiary companies are required to maintain a level of liquidity (consistent with regulatory requirements) to ensure the smooth operation of their respective markets and to maintain operations in the event of a single or multiple market stress event or member failure. This includes the potential requirement to liquidate the position of a clearing member under a default scenario including covering the associated losses and the settlement obligations of the defaulting member.

 

The Group is exposed to the risk that a payment or settlement bank could fail or that its systems encounter operational issues, creating liquidity pressures and the risk of possible defaults on payment or receivable obligations.

 

The Group uses third party custodians to hold securities and is therefore exposed to the custodian's insolvency, its negligence, a misuse of assets or poor administration.

 

Group businesses are profitable, generate strong free cash flow and operations are not significantly impacted by seasonal variations. The Group maintains sufficient liquid resources to meet its financial obligations as they fall due and to invest in capital expenditure, make dividend payments, support acquisitions or repay borrowings. With the exception of regulatory constraints impacting the Group's CCPs, the Frank Russell Company investment management businesses and certain other regulated entities, funds can generally be lent across the Group or remitted through dividend payments and this is an important component of the Group Treasury cash management policy and approach.

 

Management monitors forecasts of the Group's cash flow and overlays sensitivities to these forecasts to reflect assumptions about more difficult market conditions.

 

Treasury policy requires that the Group maintains adequate credit facilities provided by a diversified lending group to cover its expected funding requirements and ensure a minimum level of headroom for at least the next 24 months. The financial strength of lenders to the Group is monitored regularly. During the 9 month period to 31 December 2014, new, committed, revolving credit facilities totalling £600 million were arranged by the Company to underpin the Group's financial flexibility. The new facilities bolster facility headroom over the medium term moving the Group's average drawn debt maturity profile to three and a half years; the next scheduled debt maturity is in July 2016. At 31 December 2014, and having completed the $2.7 billion acquisition of Frank Russell Company, £510.9 million of the Group's facilities were unutilised.

 

The Group's CCPs maintain sufficient cash and cash equivalents and, in certain jurisdictions, have access to central bank refinancing or commercial bank liquidity support credit lines to meet the cash requirements of the clearing and settlement cycle. Revised regulations require CCPs to arrange appropriate levels of back up liquidity to underpin the dynamics of a largely secured cash investment requirement, ensuring that the maximum potential outflow under extreme market conditions is covered (see Credit and concentration risk section above). The Group's CCPs monitor their liquidity needs daily under stressed and unstressed assumptions.

 

In addition, certain Group companies, including the CCPs, maintain operational support facilities from banks to manage intraday and overnight liquidity. The table below analyses the Group's financial liabilities into relevant maturity groupings based on the remaining period from the balance sheet date to the contractual maturity date. The amounts disclosed in the table reflect the contractual undiscounted cash flows.

 

Where possible, the Group employs guaranteed delivery versus payment settlement techniques and manages CCP margin and default fund flows through central bank or long-established, bespoke commercial bank settlement mechanisms. Monies due from clearing members remain the clearing members' liability if the payment agent is unable to effect the appropriate transfer.

Custodians are subject to minimum eligibility requirements and ongoing credit assessment, robust contractual arrangements and are required to have appropriate back-up contingency arrangements in place.

 

At 31 December  2014

Less than 1 year

Between 1 and 2 year

Between 2 and 5 years

Over 5 years

£m

£m

£m

£m

Borrowings

832.3

107.9

728.6

314.3

Trade and other payables

727.4

-

-

-

CCP liabilities

451,467.5

-

-

-






453,027.2

107.9

728.6

314.3

At 31 March 2014

Less than

1 year

Between 1 and 2 years

Between 2 and 5 years

Over

5 years

£m

£m

£m

£m

Borrowings

312.6

109.0

487.5

564.3

Trade and other payables

401.5



-

CCP liabilities

503,747.4

-

-

-

Derivative financial instruments

3.4

-


4.0

504,464.9

109.0

487.5

568.3

 

The prior year borrowings have been adjusted to include interest payable on the debt that is not accrued.

 

Market risk - Foreign Exchange

Risk description

Risk management approach

The Group extended its geographic footprint during the 9 month period to 31 December 2014 and now operates primarily in the UK, North America and Europe, has growing and strategically important businesses in Asia, and other alliances and investments across the globe. Its principal currencies of operation are sterling, US dollars and the euro.

 

With the exception of MillenniumIT (a Sri Lankan Rupee reporting entity), which invoices a material proportion of its revenues in US dollars, and LCH.Clearnet Limited (a euro reporting entity), which incurs a majority of its costs in sterling, Group companies generally invoice revenues, incur expenses and purchase assets in their respective local currencies. As a result, foreign exchange risk arises mainly from the translation of the Group's foreign currency earnings, assets and liabilities into its reporting currency, sterling, and from occasional, high value intragroup transactions.

 

Intragroup dividends may create short term transactional FX exposures but play their part in controlling the level of translational FX exposures the Group faces.

 

The Group may be exposed from time to time to strategic investments in currencies other than sterling.

 

The Group seeks, where it can, to match the currency of its debt liabilities to the currency of its earnings whilst endeavouring to balance the currency of its assets with the currency of its liabilities. The Group reinforces this methodology by regularly distributing its currency cash earnings in dividends and by absorbing currency earnings (whilst protecting sterling earnings) through interest payments on sterling debt, re-denominated through the use of cross-currency swaps, or by arranging debt in the same currency, where this is practicable. A proportion of the Group's debt is held in or swapped into euro and a proportion is held in US dollars. As at 31 December 2014, £140.2 million of drawn debt was euro denominated (31 March 2014: £400.5 million) and £389.5 million (31 March 2014: £248.5 million) of cross-currency swaps, directly linked to sterling debt, were designated as a hedge of the net investment in the Italian Group. As at 31 December 2014, £662.1 million of drawn debt was US dollar denominated (31 March 2014: nil) and provided a hedge of the net investment in the Frank Russell Company. A profit of £13.0 million for the 9 month period to 31 December 2014 (year to 31 March 2014: profit of £4.3 million) on foreign currency borrowings, inter company loan assets and liabilities and cross-currency swap hedges was recognised in equity. The net investment hedges were fully effective.

 

Whilst transactional foreign exchange exposure is limited, the Group hedges material transactions in accordance with Group Treasury policy (which requires that cash flows of more than £1 million or equivalent per annum should be hedged) with appropriate derivative instruments or by settling currency payables or receivables within a short timeframe. Hedge accounting of derivatives is considered to mitigate material levels of income statement volatility.

 

In addition to projecting and analysing its earnings and debt profile by currency, the Group reviews sensitivities to movements in exchange rates which are appropriate to market conditions. As at 31 December 2014, the Group has considered movements in the euro and the US dollar over the 9 month period to 31 December 2014 and has concluded that a 10 per cent movement in rates is a reasonable level to measure the risk to the Group. At 31 December 2014, if sterling had weakened or strengthened by 10 per cent against the euro and/or the US dollar with all other variables held constant, the impact on post tax profit for the 9 month period to 31 December 2014 and on equity at the 31 December 2014 is set out, with comparatives, in the table below:

 


31 December 2014

31 March 2014

Post tax profit

£m

Equity

Post tax profit

£m

Equity

Euro

Sterling weaken

4.3

 

14.2

0.3

(19.0)

Sterling strengthen

(3.9)

(12.4)

(0.4)

23.2

US dollar

Sterling weaken

2.8

(58.7)



Sterling strengthen

(2.6)

53.3



 

This reflects foreign exchange gains or losses on translation of euro and US dollar denominated trade receivables, trade payables, financial assets at fair value through profit or loss including euro and US dollar denominated cash and borrowings. If the average sterling exchange rate for the 9 month period to 31 December 2014 had moved 10 euro cents against the euro, this would have changed the Group's operating profit for the year before amortisation of purchased intangibles and non-recurring items by up to £19.1 million.

 

Market risk - Cash Flow and Fair Value Interest Rate Risk

 

Risk description

Risk management approach

The Group's interest rate risk arises through the impact of changes in market rates on cash flows associated with cash and cash equivalents, investments in financial assets and borrowings held at floating rates.

 

The Group's CCPs face interest rate exposure through the impact of changes in the reference rates used to calculate member liabilities versus the yields achieved through their investment activities.

 

Group interest rate management policy focuses on protecting the Group's credit rating. It specifies a minimum coverage of interest expense by EBITDA to be maintained of 7 times and a maximum floating rate component of 50 per cent of total debt. This approach reflects (i) a focus on the Group's cost of debt rather than its net debt given the material cash and cash equivalents held specifically for regulatory purposes, (ii) the short duration allowed for investments of cash and cash equivalents held for regulatory purposes which, by their nature, generate low investment yields, (iii) a view that already low market yields are unlikely to move materially lower and (iv) the broad natural hedge of floating rate borrowings provided by the significant balances of cash and cash equivalents held effectively at floating rates of interest.

 

As at 31 December 2014, interest expense cover was measured over the 12 month period to 31 December 2014 at 9.4 times (31 March 2014: 8.0 times) and the floating rate component of total debt was 46 per cent.

 

In the Group's CCPs, interest bearing assets are generally invested for a longer term than interest bearing liabilities, whose interest rate is reset daily. This makes investment revenue vulnerable to volatility in overnight rates and shifts in spreads between overnight and term rates. Interest rate exposures (and the risk to CCP capital) are managed within defined risk appetite parameters against which sensitivities are monitored daily.

 

In its review of the sensitivities to potential movements in interest rates, the Group has considered interest rate volatility over the last year and prospects for rates over the next 12 months and has concluded that a 1 percentage point upward movement (with a limited prospect of material downward movement) reflects a reasonable level of risk to current rates. At 31 December 2014, at the Group level, if interest rates on sterling denominated, euro-denominated and US dollar-denominated cash and borrowings had been 1 percentage point higher with all other variables held constant, post-tax profit for the year would actually have been £1.5 million higher (31 March 2014: £6.5 million higher) mainly as a result of higher interest income on floating rate cash and cash equivalents partially offset by higher interest expense on floating rate borrowings.

 

At 31 December 2014, at the CCP level (in aggregate), if interest rates on the common interest bearing member liability benchmarks of Eonia, Fed Funds and Sonia, for euro, US dollar and sterling liabilities respectively, had been 1 percentage point higher, with all other variables held constant, the daily impact on post-tax profit for the Group would have been £1.0 million lower (31 March 2014: £0.8 million lower). This deficit would be recovered as investment yields increase as the portfolio matures and is re-invested.

 

 

Market risk - Other Price Risk

Risk description

Risk management approach

The Frank Russell Company investment management business has material funds under management.

 

Other price risk arises if, as a result of changes in market prices, the fair value or cash flows associated with Frank Russell Company's managed financial instruments fluctuates (and potentially decline in value).

The Group announced on 5 February 2015 that it intends to sell the investment management business of Frank Russell Company in its entirety with a sale process commencing directly.

 

At 31 December 2014, 67 per cent of the Frank Russell Company investment management business's assets under management was invested in equities and alternatives. If the value of these assets had decreased by 10 per cent, Frank Russell Company's total Net Investment Management Revenue for its year to 31 December 2014 would have seen a corresponding fall of approximately £29 million.

 

 

The Annual Report contains the following statements regarding responsibility for financial statements on page 113: 

"Statement of directors' responsibilities

The Directors are responsible for preparing the Annual Report, the Directors' Remuneration Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group and Company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of the affairs of the Group and the Company and of the profit or loss for that period.

 

In preparing those financial statements, the Directors are required to:

-- select suitable accounting policies in accordance with IAS 8: Accounting Policies, Changes in Accounting Estimates and Errors and then apply them consistently;

-- present information, including accounting policies, in a manner that provides relevant, reliable, comparable and understandable information;

-- make judgements that are reasonable;

-- provide additional disclosures when compliance with the specific requirements in IFRSs as adopted by the European Union is insufficient to enable users to understand the impact of particular transactions, other events and conditions on the Group's financial position and financial performance;

-- state whether the Group financial statements have been prepared in accordance with IFRSs as adopted by the European Union; and

-- prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Group will continue in business.

 

The Directors confirm that they have complied with the above requirements in preparing the financial statements.

 

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006, other applicable laws and regulations, including the requirements of the Listing Rules and the Disclosure and Transparency Rules, and, as regards the Group financial statements, Article 4 of the IAS Regulation. The Directors are also responsible for safeguarding the assets of the Company and the Group and for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

The Directors are responsible for the maintenance and integrity of the Company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

 

The Group's business activities, together with the factors likely to affect its future development, performance and position are set out in the Overview and Strategic Report sections of the Annual Report on pages 2-61. In particular, the current economic conditions continue to pose a number of risks and uncertainties for the Group and these are set out in Principal Risks and Uncertainties on pages 54-61.

 

The financial risk management objectives and policies of the Group and the exposure of the Group to capital risk, credit risk, market risk and liquidity risk are discussed on pages 127-131. The Group continues to meet Group and individual entity capital requirements and day-to-day liquidity needs through the Group's cash resources and available credit facilities. Committed term funding at 31 December 2014 was £2,240 million which is committed until July 2016 or beyond (2014: £1,649 million), described further in the Financial Review on pages 42-49.

 

The Directors have reviewed the Group's forecasts and projections, taking into account reasonably possible changes in trading performance, which show that the Group has sufficient financial resources. On the basis of this review, and after making due enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

 

Each of the Directors, whose names and functions are set out on pages 62-63 of this Annual Report confirm that, to the best of their knowledge and belief:

-- the Group financial statements, which have been prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and the Group taken as a whole;

-- the report of the Directors' contained in the Annual Report includes a fair review of the development and performance of the business and the position of the Company and the Group taken as a whole, together with  a description of the principal risks and uncertainties that they face; and

-- they consider that the Annual Report and Accounts 2014, taken as a whole, is fair, balanced and understandable and provide the information necessary for shareholders to assess the Company's performance, business model and strategy.

 

By Order of the Board

Lisa Condron

Group Company Secretary

17 March 2015"

 

"The Annual Report contains the following statements regarding details of certain related party transactions on page 162:

 "34. Transactions with Related Parties

Key management compensation

Compensation for Directors of the Company and key personnel who have authority for planning, directing and controlling the Group:

 

Period ended

31 December 2014

Year ended

31 March 2014

£m

£m

Salaries and other short term benefits

9.7

9.9

Pensions

0.8

0.9

Share based payments

7.9

10.7

18.4

21.5

 

Inter-company transactions with subsidiary undertakings

 

The Company has loans with some subsidiary undertakings. Details as at 31 December 2014 are shown in the table below:

 

      Amount in millions due

      (owed to)/from as at

Interest in millions (charge)/credit

Loan counterparty

31 December 2014

31 March 2014

Term

Interest rate as at 31 Dec 2014

Period ended 31 December 2014

Year ended 31 March 2014

London Stock Exchange plc

London Stock Exchange Employee Benefit Trust

London Stock Exchange Group Holdings (Italy) Limited

London Stock Exchange Group Holdings Limited

Monte Titoli S.p.A

Societa Mercato Titoli di Stato S.p.A

LSE Reg Holdings Limited

LSE Reg Holdings Limited

London Stock Exchange (C) Limited

London Stock Exchange (C) Limited

London Stock Exchange Group Holdings (Luxembourg)

 

During the period, the Company charged in respect of employee share schemes £1.5 million (year ended 31 March 2014: £5.3 million) to London Stock Exchange plc, £0.1 million (year ended 31 March 2014: £0.2 million) to London Stock Exchange Group Holdings Inc, £0.1 million (year ended 31 March 2014: £0.1 million) to London Stock Exchange (OV) Limited, £0.1 million (year ended 31 March 2014: nil) to Turquoise Global Holdings Limited, nil (year ended 31 March 2014: £0.1 million) to UnaVista Limited, £0.7 million (year ended 31 March 2014: £2.7 million) to London Stock Exchange Group Holdings (Italy) Ltd, £0.2 million (year ended 31 March 2014: £1.0 million) to Millennium Information, £0.2 million (year ended 31 March 2014: £2.0 million) to FTSE Group and £1.4 million (year ended 31 March 2014: £0.2 million) to LCH.Clearnet Group. The Company received dividends of £156.0 million (year ended 31 March 2014: £118.2 million) and nil (year ended 31 March 2014: €60.0 million), respectively, from its subsidiaries London Stock Exchange plc and London Stock Exchange Group Holdings (Italy) Limited."

 


This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCUVOVRVRAOUAR

Top of Page