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REG - abrdn PLC - Final Results - Part 3 of 8

AberdeenAnnouncement

01/03/2022 07:15

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RNS Number : 1202D abrdn PLC 01 March 2022

abrdn plc

Full Year Results 2021

Part 3 of 8

2. Board of Directors

Our business is overseen by our Board of Directors. Biographical details (and
shareholdings) of the Directors as at 28 February 2022 are listed below.

Sir Douglas Flint CBE - Stephen Bird - Stephanie Bruce -

Chairman
Chief Executive Officer
Chief Financial Officer
Appointed to the Board Age Appointed to the Board Age Appointed to the Board Age

November 2018 66 July 2020 55 June 2019 53
Nationality Shares Nationality Shares Nationality Shares

British 179,617 British 700,000 British 360,000
Board committees: NC

CH
Sir Douglas' extensive experience of board leadership in global financial Stephen brings a track record of delivering exceptional value to clients, Stephanie was appointed Chief Financial Officer on joining the Board in June
services helps to focus Board discussion and challenge on the design and creating high-quality revenue and earnings growth in complex financial 2019. She is a highly experienced financial services practitioner with
delivery of our strategy. His wide-ranging expertise in international, markets, as well as deep experience of business transformation during periods significant sector knowledge, both technical and commercial. She brings
financial and governance matters is an important asset to abrdn, while his of technological disruption and competitive change. experience of working with boards and management teams of financial
collaborative approach helps to facilitate open and constructive boardroom
institutions in respect of financial and commercial management, reporting,
discussion. Stephen joined the Board in July 2020 as Chief Executive-Designate, and was risk and control frameworks and regulatory requirements. She is also a

formally appointed Chief Executive Officer in September 2020. During 2021 he representative director on the board of VUMTM, our joint venture with Virgin
Previously, Sir Douglas served as chairman of HSBC Holdings plc from 2010 to was appointed as an abrdn representative director to the US closed-end fund Money.
2017. For 15 years prior to this he was HSBC's group finance director, joining boards and the SICAV fund boards where abrdn is the appointed investment

from KPMG where he was a partner. From 2005 to 2011 he also served as a manager. Before joining abrdn, Stephanie was a partner at PwC, leading the financial
non-executive director of bp plc.
services assurance practice and a member of the Assurance Executive. Her

Previously, Stephen served as chief executive officer of global consumer responsibilities included client growth and services, product development,
In other current roles, Sir Douglas is chairman of IP Group plc and serves as banking at Citigroup from 2015, retiring from the role in November 2019. His operations and quality assurance across the UK business.
HM Treasury's Special Envoy for Financial and Professional Services to China's responsibilities encompassed all consumer and commercial banking businesses in

Belt and Road Initiative. He is also a member of the Monetary Authority of 19 countries, including retail banking and wealth management, credit cards, During her career, she has specialised in the financial services sector
Singapore's international advisory panel, and a board member of both the mortgages, and operations and technology supporting these businesses. Prior to working with organisations across asset management, insurance and banking,
International Chamber of Commerce UK and the Institute of International this, Stephen was chief executive for all of Citigroup's Asia Pacific business with national and international operations.
Finance. lines across 17 markets, including India and China.

Stephanie is a member of the Institute of Chartered Accountants of Scotland
Additionally, he is chairman of the Just Finance Foundation, non-executive Stephen joined Citigroup in 1998. In 21 years with the company he held and served as the Chair of the Audit Committee. She is an associate of the
director of the Centre for Policy Studies, a member of the Global Advisory leadership roles in banking, operations and technology across its Asian and Association of Corporate Treasurers. She holds a Bachelor of Laws (LLB) from
Council of Motive Partners and a member of the Hakluyt International Advisory Latin American businesses. Before this, he held management positions in the UK the University of Edinburgh.
Board. He also chairs the corporate board of Cancer Research UK and is a at GE Capital, where he was director of UK operations from 1996 to 1998, and
trustee of the Royal Marsden Cancer Charity. at British Steel.

He holds a BAcc (Hons) from the University of Glasgow, a PMD from Harvard In other current roles, he is a member of the Financial Services Growth and
Business School and is a Member of the Institute of Chartered Accountants of Development Board in Scotland. He holds an MBA in Economics and Finance from
Scotland. University College Cardiff, where he is also an Honorary Fellow.

Appointed to the Board Age

July 2020 55
Nationality Shares

British 700,000

Appointed to the Board Age

June 2019 53
Nationality Shares

British 360,000

Sir Douglas' extensive experience of board leadership in global financial
services helps to focus Board discussion and challenge on the design and
delivery of our strategy. His wide-ranging expertise in international,
financial and governance matters is an important asset to abrdn, while his
collaborative approach helps to facilitate open and constructive boardroom
discussion.

Previously, Sir Douglas served as chairman of HSBC Holdings plc from 2010 to
2017. For 15 years prior to this he was HSBC's group finance director, joining
from KPMG where he was a partner. From 2005 to 2011 he also served as a
non-executive director of bp plc.

In other current roles, Sir Douglas is chairman of IP Group plc and serves as
HM Treasury's Special Envoy for Financial and Professional Services to China's
Belt and Road Initiative. He is also a member of the Monetary Authority of
Singapore's international advisory panel, and a board member of both the
International Chamber of Commerce UK and the Institute of International
Finance.

Additionally, he is chairman of the Just Finance Foundation, non-executive
director of the Centre for Policy Studies, a member of the Global Advisory
Council of Motive Partners and a member of the Hakluyt International Advisory
Board. He also chairs the corporate board of Cancer Research UK and is a
trustee of the Royal Marsden Cancer Charity.

He holds a BAcc (Hons) from the University of Glasgow, a PMD from Harvard
Business School and is a Member of the Institute of Chartered Accountants of
Scotland.

Stephen brings a track record of delivering exceptional value to clients,
creating high-quality revenue and earnings growth in complex financial
markets, as well as deep experience of business transformation during periods
of technological disruption and competitive change.

Stephen joined the Board in July 2020 as Chief Executive-Designate, and was
formally appointed Chief Executive Officer in September 2020. During 2021 he
was appointed as an abrdn representative director to the US closed-end fund
boards and the SICAV fund boards where abrdn is the appointed investment
manager.

Previously, Stephen served as chief executive officer of global consumer
banking at Citigroup from 2015, retiring from the role in November 2019. His
responsibilities encompassed all consumer and commercial banking businesses in
19 countries, including retail banking and wealth management, credit cards,
mortgages, and operations and technology supporting these businesses. Prior to
this, Stephen was chief executive for all of Citigroup's Asia Pacific business
lines across 17 markets, including India and China.

Stephen joined Citigroup in 1998. In 21 years with the company he held
leadership roles in banking, operations and technology across its Asian and
Latin American businesses. Before this, he held management positions in the UK
at GE Capital, where he was director of UK operations from 1996 to 1998, and
at British Steel.

In other current roles, he is a member of the Financial Services Growth and
Development Board in Scotland. He holds an MBA in Economics and Finance from
University College Cardiff, where he is also an Honorary Fellow.

Stephanie was appointed Chief Financial Officer on joining the Board in June
2019. She is a highly experienced financial services practitioner with
significant sector knowledge, both technical and commercial. She brings
experience of working with boards and management teams of financial
institutions in respect of financial and commercial management, reporting,
risk and control frameworks and regulatory requirements. She is also a
representative director on the board of VUMTM, our joint venture with Virgin
Money.

Before joining abrdn, Stephanie was a partner at PwC, leading the financial
services assurance practice and a member of the Assurance Executive. Her
responsibilities included client growth and services, product development,
operations and quality assurance across the UK business.

During her career, she has specialised in the financial services sector
working with organisations across asset management, insurance and banking,
with national and international operations.

Stephanie is a member of the Institute of Chartered Accountants of Scotland
and served as the Chair of the Audit Committee. She is an associate of the
Association of Corporate Treasurers. She holds a Bachelor of Laws (LLB) from
the University of Edinburgh.

Jonathan Asquith - Catherine Bradley CBE - John Devine -

Non-executive Director and Senior Independent Director
Non-executive Director
Non-executive Director
Appointed to the Board Age Appointed to the Board Age Appointed to the Board Age

September 2019 65 January 2022 62 July 2016 63
Nationality Shares Nationality Shares Nationality Shares

British 102,849 British and French 12,181 British 28,399
Board committees: R NC Board committees: A Board committees: A NC RC

CH CH

Jonathan has considerable experience as a non-executive director within the Catherine has more than 30 years of executive experience advising global John's previous roles in asset management, his experience in the US and Asia
investment management and wealth industry. This brings important insight to financial institutions and industrial companies on complex transactions and and his background in finance, operations and technology, are all areas of
his roles as Senior Independent Director and Chair of our Remuneration strategic opportunities. She brings knowledge from working across Europe and importance to our strategy. John's experience is important to the Board's
Committee. Asia, serving on the boards of leading consumer-facing companies and working discussions of financial reporting and risk management, and in his role as

with regulators and standard setters. Chair of our Audit Committee.
Jonathan is a non-executive director of CiCap Limited and its regulated

subsidiary Coller Capital Limited. He is also a non-executive director of Catherine is a non-executive director of Johnson Electric Holdings Limited and John was appointed a Director of our business in July 2016, at that time
Northill Capital Services Limited and a number of its subsidiaries - Vantage of easyJet plc, where she chairs the finance committee. She is senior Standard Life plc. From April 2015 until August 2016, he was non-executive
Infrastructure Holdings, Securis Investment Partners and Capital Four Holding independent director of Kingfisher plc and a board member of the Value Chairman of Standard Life Investments (Holdings) Limited.
A/S - as well as its holding company B-Flexion. At the end of 2020 he stepped Reporting Foundation, where she co-chairs the audit committee. She also chairs

down as deputy chairman of 3i Group plc after nearly 10 years as a board the investment committee of the Athenaeum Club. He is non-executive chairman of Credit Suisse International and of Credit
member. Previously, he has been chairman of Citigroup Global Markets Limited,
Suisse Securities (Europe) Limited, and a non-executive director of Citco
Citibank International Limited, Dexion Capital PLC and AXA Investment Previously, Catherine has served on the boards of leading industrial and Custody Limited and Citco Custody (UK) Limited.
Managers. He has also been a director of Tilney, Ashmore Group plc and AXA UK consumer-facing companies in the UK, France and Hong Kong. She was appointed

PLC. by HM Treasury to the Board of the Financial Conduct Authority in 2014 and From 2008 to 2010, John was chief operating officer of Threadneedle Asset

played an important role in establishing the FICC Markets Standards Board in Management Limited. Prior to this, he held a number of senior executive
In his executive career Jonathan worked at Morgan Grenfell for 18 years, 2015. Catherine stepped down from these boards in 2020. positions at Merrill Lynch in London, New York, Tokyo and Hong Kong.
rising to become group finance director of Morgan Grenfell Group, before going

on to take the roles of chief financial officer and chief operating officer at In her executive career, Catherine held a number of senior finance roles in He holds a BA (Hons) from Preston Polytechnic and is a Fellow of the Chartered
Deutsche Morgan Grenfell. From 2002 to 2008 he was a director of Schroders investment banking and risk management: in the US with Merrill Lynch, in the Institute of Public Finance and Accounting.
plc, during which time he was chief financial officer and later executive vice UK and Asia with Credit Suisse, and finally in Asia with Société Générale.
chairman. She returned to Europe in 2014 to start her non-executive career.

He holds an MA from the University of Cambridge. Catherine graduated from the HEC Paris School of Management with a major in
Finance and International Economics. She was awarded a CBE in 2019.

Appointed to the Board Age

January 2022 62
Nationality Shares

British and French 12,181
Board committees: A

Appointed to the Board Age

July 2016 63
Nationality Shares

British 28,399
Board committees: A NC RC

Jonathan has considerable experience as a non-executive director within the
investment management and wealth industry. This brings important insight to
his roles as Senior Independent Director and Chair of our Remuneration
Committee.

Jonathan is a non-executive director of CiCap Limited and its regulated
subsidiary Coller Capital Limited. He is also a non-executive director of
Northill Capital Services Limited and a number of its subsidiaries - Vantage
Infrastructure Holdings, Securis Investment Partners and Capital Four Holding
A/S - as well as its holding company B-Flexion. At the end of 2020 he stepped
down as deputy chairman of 3i Group plc after nearly 10 years as a board
member. Previously, he has been chairman of Citigroup Global Markets Limited,
Citibank International Limited, Dexion Capital PLC and AXA Investment
Managers. He has also been a director of Tilney, Ashmore Group plc and AXA UK
PLC.

In his executive career Jonathan worked at Morgan Grenfell for 18 years,
rising to become group finance director of Morgan Grenfell Group, before going
on to take the roles of chief financial officer and chief operating officer at
Deutsche Morgan Grenfell. From 2002 to 2008 he was a director of Schroders
plc, during which time he was chief financial officer and later executive vice
chairman.

He holds an MA from the University of Cambridge.

Catherine has more than 30 years of executive experience advising global
financial institutions and industrial companies on complex transactions and
strategic opportunities. She brings knowledge from working across Europe and
Asia, serving on the boards of leading consumer-facing companies and working
with regulators and standard setters.

Catherine is a non-executive director of Johnson Electric Holdings Limited and
of easyJet plc, where she chairs the finance committee. She is senior
independent director of Kingfisher plc and a board member of the Value
Reporting Foundation, where she co-chairs the audit committee. She also chairs
the investment committee of the Athenaeum Club.

Previously, Catherine has served on the boards of leading industrial and
consumer-facing companies in the UK, France and Hong Kong. She was appointed
by HM Treasury to the Board of the Financial Conduct Authority in 2014 and
played an important role in establishing the FICC Markets Standards Board in
2015. Catherine stepped down from these boards in 2020.

In her executive career, Catherine held a number of senior finance roles in
investment banking and risk management: in the US with Merrill Lynch, in the
UK and Asia with Credit Suisse, and finally in Asia with Société Générale.
She returned to Europe in 2014 to start her non-executive career.

Catherine graduated from the HEC Paris School of Management with a major in
Finance and International Economics. She was awarded a CBE in 2019.

John's previous roles in asset management, his experience in the US and Asia
and his background in finance, operations and technology, are all areas of
importance to our strategy. John's experience is important to the Board's
discussions of financial reporting and risk management, and in his role as
Chair of our Audit Committee.

John was appointed a Director of our business in July 2016, at that time
Standard Life plc. From April 2015 until August 2016, he was non-executive
Chairman of Standard Life Investments (Holdings) Limited.

He is non-executive chairman of Credit Suisse International and of Credit
Suisse Securities (Europe) Limited, and a non-executive director of Citco
Custody Limited and Citco Custody (UK) Limited.

From 2008 to 2010, John was chief operating officer of Threadneedle Asset
Management Limited. Prior to this, he held a number of senior executive
positions at Merrill Lynch in London, New York, Tokyo and Hong Kong.

He holds a BA (Hons) from Preston Polytechnic and is a Fellow of the Chartered
Institute of Public Finance and Accounting.

Key to Board committees R Remuneration Committee

RC Risk and Capital Committee

A Audit Committee

NC Nomination and Governance Committee

CH Committee Chair

Hannah Grove - Brian McBride - Martin Pike -

Non-executive Director
Non-executive Director
Non-executive Director
Appointed to the Board Age Appointed to the Board Age Appointed to the Board Age

September 2021 58 May 2020 66 September 2013 60
Nationality Shares Nationality Shares Nationality Shares

British and American 33,000 British Nil British 69,476
Board committees: NC Board committees: R Board committees: RC NC A

CH
Hannah brings more than 20 years of leadership experience in the global Brian brings a wealth of digital experience and global leadership experience Martin provides broad commercial insight into strategy and risk to the Board,
financial services industry. Her expertise includes leading brand, client and in both executive and non-executive directorship roles. His direct experience and to his role as Chair of our Risk and Capital Committee. He has particular
digital marketing and communications strategies, including those for major of developing digital strategies and solutions in consumer-facing businesses, knowledge of enterprise-wide risk management. His actuarial and strategic
acquisitions, which she combines with deep knowledge of regulatory and in rapidly evolving markets, is of great benefit to the Board's discussions. consultancy background brings a strong understanding of what drives success in
governance matters. She is also our designated non-executive Director for He sits as a non-executive director on the boards of Standard Life Savings the markets in which we operate.
employee engagement. Limited and Elevate Portfolio Services Limited.

Martin was appointed as a Director of our business in September 2013, at that
Before joining our Board, Hannah enjoyed a 22-year career at State Street. Brian is currently chair of Trainline PLC, non-executive director of Kinnevik time Standard Life plc. He is also chairman and non-executive director of
This included 12 years as Chief Marketing Officer, retiring from the role in AB, and the lead non-executive director on the board of the UK Ministry of Faraday Underwriting Limited - where he sits on the audit and risk committee,
November 2020. She was a member of the company's management committee, its Defence. He is also a senior adviser to Scottish Equity Partners. In and chairs the nomination and remuneration committee. In 2021 he was appointed
business conduct & risk and conduct standards committees, and a board February 2022 it was announced that he will become the next president of the chairman and non-executive director of AIG Life Limited, as well as becoming a
member for its China legal entity. Confederation of British Industry (CBI), and has been appointed to the role of member of its audit committee and chair of its remuneration committee.

vice president until the CBI's AGM in June 2022.

Before joining State Street, Hannah was marketing director for the Money
He joined R Watson and Sons, consulting actuaries, in 1983, and progressed his
Matters Institute, supported by the United Nations, the World Bank and private In his executive career, Brian worked for IBM, Crosfield Electronics and Dell career with the firm to partner level. His senior roles included head of
sector companies to foster sustainable development in emerging economies. before serving as chief executive officer of T-Mobile UK and then managing European insurance and financial services practice, Watson Wyatt from 2006 to

director of Amazon.co.uk. As a non-executive director, Brian has served on the 2009, vice president and global practice director of insurance and financial
Hannah has also received significant industry recognition as a champion of boards of AO.com, the BBC, Celtic Football Club PLC, Computacenter PLC and S3 services, Watson Wyatt during 2009, and managing director of risk consulting
diversity and inclusion and is a member of the board of advisors for reboot, PLC, and as chair of ASOS PLC. & software for EMEA, Towers Watson from 2010 to 2013.
an organisation that aims to enhance dialogue around race both at work and

across society. He holds an MA (Hons) in Economic History and Politics from the University of Martin holds an MA in Mathematics from the University of Oxford. He is a
Glasgow. Fellow of the Institute and Faculty of Actuaries and a Fellow of the Institute
of Directors.

Appointed to the Board Age

May 2020 66
Nationality Shares

British Nil
Board committees: R

Appointed to the Board Age

September 2013 60
Nationality Shares

British 69,476
Board committees: RC NC A

Hannah brings more than 20 years of leadership experience in the global
financial services industry. Her expertise includes leading brand, client and
digital marketing and communications strategies, including those for major
acquisitions, which she combines with deep knowledge of regulatory and
governance matters. She is also our designated non-executive Director for
employee engagement.

Before joining our Board, Hannah enjoyed a 22-year career at State Street.
This included 12 years as Chief Marketing Officer, retiring from the role in
November 2020. She was a member of the company's management committee, its
business conduct & risk and conduct standards committees, and a board
member for its China legal entity.

Before joining State Street, Hannah was marketing director for the Money
Matters Institute, supported by the United Nations, the World Bank and private
sector companies to foster sustainable development in emerging economies.

Hannah has also received significant industry recognition as a champion of
diversity and inclusion and is a member of the board of advisors for reboot,
an organisation that aims to enhance dialogue around race both at work and
across society.

Brian brings a wealth of digital experience and global leadership experience
in both executive and non-executive directorship roles. His direct experience
of developing digital strategies and solutions in consumer-facing businesses,
in rapidly evolving markets, is of great benefit to the Board's discussions.
He sits as a non-executive director on the boards of Standard Life Savings
Limited and Elevate Portfolio Services Limited.

Brian is currently chair of Trainline PLC, non-executive director of Kinnevik
AB, and the lead non-executive director on the board of the UK Ministry of
Defence. He is also a senior adviser to Scottish Equity Partners. In
February 2022 it was announced that he will become the next president of the
Confederation of British Industry (CBI), and has been appointed to the role of
vice president until the CBI's AGM in June 2022.

In his executive career, Brian worked for IBM, Crosfield Electronics and Dell
before serving as chief executive officer of T-Mobile UK and then managing
director of Amazon.co.uk. As a non-executive director, Brian has served on the
boards of AO.com, the BBC, Celtic Football Club PLC, Computacenter PLC and S3
PLC, and as chair of ASOS PLC.

He holds an MA (Hons) in Economic History and Politics from the University of
Glasgow.

Martin provides broad commercial insight into strategy and risk to the Board,
and to his role as Chair of our Risk and Capital Committee. He has particular
knowledge of enterprise-wide risk management. His actuarial and strategic
consultancy background brings a strong understanding of what drives success in
the markets in which we operate.

Martin was appointed as a Director of our business in September 2013, at that
time Standard Life plc. He is also chairman and non-executive director of
Faraday Underwriting Limited - where he sits on the audit and risk committee,
and chairs the nomination and remuneration committee. In 2021 he was appointed
chairman and non-executive director of AIG Life Limited, as well as becoming a
member of its audit committee and chair of its remuneration committee.

He joined R Watson and Sons, consulting actuaries, in 1983, and progressed his
career with the firm to partner level. His senior roles included head of
European insurance and financial services practice, Watson Wyatt from 2006 to
2009, vice president and global practice director of insurance and financial
services, Watson Wyatt during 2009, and managing director of risk consulting
& software for EMEA, Towers Watson from 2010 to 2013.

Martin holds an MA in Mathematics from the University of Oxford. He is a
Fellow of the Institute and Faculty of Actuaries and a Fellow of the Institute
of Directors.

Cathleen Raffaeli - Cecilia Reyes - Jutta af Rosenborg -

Non-executive Director
Non-executive Director
Non-executive Director
Appointed to the Board Age Appointed to the Board Age Appointed to the Board Age

August 2018 65 October 2019 63 August 2017 63
Nationality Shares Nationality Shares Nationality Shares

American 9,315 Swiss and Philippine Nil Danish 8,981
Board committees: R RC Board committees: R RC Board committees: R A
Cathi has strong experience in the financial technology sector and background Cecilia brings great insight from operating in leadership positions in Jutta has extensive knowledge of international management and strategy, from
in the platforms sector, as well as international board experience. She brings international financial markets. Her knowledge and many years of direct sector operational roles in a number of listed companies. Her previous
these insights as non-executive chairman of the boards of Standard Life experience of risk management and insurance investment management are of great experience, which includes group finance and auditing, risk management and
Savings Limited and Elevate Portfolio Services Limited. Her role provides a benefit to the work of the Board. mergers and acquisitions, allows her to offer valuable perspectives to
direct link between the Board and the platform businesses that help us connect
strategic discussions.
with clients and their advisers. Before joining, Cecilia was with Zurich Insurance Group Ltd for 17 years,

latterly as its group chief risk officer, leading the global function Jutta was appointed a non-executive director of Aberdeen Asset Management PLC
Cathi is managing partner of Hamilton White Group, LLC which offers advisory comprising risk management and responsible for its enterprise risk management in January 2013. She is a non-executive director of JPMorgan European
services, including business development, to companies in financial services framework. Prior to that, she was its group chief investment officer, Investment Trust plc and chair of its audit committee. In addition, she is a
growth markets. In addition, she is managing partner of Soho Venture Partners responsible for execution of the investment management value chain - including non-executive director of NKT A/S and Nilfisk Holding A/S, and chairs the
Inc, which offers third-party business advisory services. analysis, development and global implementation of the group's strategy for audit and remuneration committees of both organisations. She is also a member

investments. In both positions, she sat on the group's executive committee. of the supervisory board of BBGI SICAV S.A, where she chairs the audit
Previously, Cathi was lead director of E*Trade Financial Corporation,
committee.
non-executive director of Kapitall Holdings, LLC and president and chief Cecilia started her career at Credit Suisse, following which she held senior

executive officer of ProAct Technologies Corporation. She was also a positions at ING Barings, latterly as head of risk analysis, asset management. Previously, she was the executive vice president, chief financial officer, of
non-executive director of Federal Home Loan Bank of New York - where she was a In other current roles, she is a member of the supervisory board of NN Group ALK Abelló A/S and was chairman of Det Danske Klasselotteri A/S.
member of the executive committee, and vice chair of both the technology N.V. and the founder of Pioneer Management Services GmbH, which seeks to

committee and the compensation and human resources committee. develop a non-profit social enterprise. A qualified accountant, she holds a Master's degree in Business Economics and

Auditing from Copenhagen Business School.
She holds an MBA from New York University and a BS from the University of Cecilia holds a BSc from Ateneo de Manila University, an MBA from University
Baltimore. of Hawaii and a PhD (Finance) from the London Business School, University of
London.

Appointed to the Board Age

October 2019 63
Nationality Shares

Swiss and Philippine Nil
Board committees: R RC

Appointed to the Board Age

August 2017 63
Nationality Shares

Danish 8,981
Board committees: R A

Cathi has strong experience in the financial technology sector and background
in the platforms sector, as well as international board experience. She brings
these insights as non-executive chairman of the boards of Standard Life
Savings Limited and Elevate Portfolio Services Limited. Her role provides a
direct link between the Board and the platform businesses that help us connect
with clients and their advisers.

Cathi is managing partner of Hamilton White Group, LLC which offers advisory
services, including business development, to companies in financial services
growth markets. In addition, she is managing partner of Soho Venture Partners
Inc, which offers third-party business advisory services.

Previously, Cathi was lead director of E*Trade Financial Corporation,
non-executive director of Kapitall Holdings, LLC and president and chief
executive officer of ProAct Technologies Corporation. She was also a
non-executive director of Federal Home Loan Bank of New York - where she was a
member of the executive committee, and vice chair of both the technology
committee and the compensation and human resources committee.

She holds an MBA from New York University and a BS from the University of
Baltimore.

Cecilia brings great insight from operating in leadership positions in
international financial markets. Her knowledge and many years of direct
experience of risk management and insurance investment management are of great
benefit to the work of the Board.

Before joining, Cecilia was with Zurich Insurance Group Ltd for 17 years,
latterly as its group chief risk officer, leading the global function
comprising risk management and responsible for its enterprise risk management
framework. Prior to that, she was its group chief investment officer,
responsible for execution of the investment management value chain - including
analysis, development and global implementation of the group's strategy for
investments. In both positions, she sat on the group's executive committee.

Cecilia started her career at Credit Suisse, following which she held senior
positions at ING Barings, latterly as head of risk analysis, asset management.
In other current roles, she is a member of the supervisory board of NN Group
N.V. and the founder of Pioneer Management Services GmbH, which seeks to
develop a non-profit social enterprise.

Cecilia holds a BSc from Ateneo de Manila University, an MBA from University
of Hawaii and a PhD (Finance) from the London Business School, University of
London.

Jutta has extensive knowledge of international management and strategy, from
sector operational roles in a number of listed companies. Her previous
experience, which includes group finance and auditing, risk management and
mergers and acquisitions, allows her to offer valuable perspectives to
strategic discussions.

Jutta was appointed a non-executive director of Aberdeen Asset Management PLC
in January 2013. She is a non-executive director of JPMorgan European
Investment Trust plc and chair of its audit committee. In addition, she is a
non-executive director of NKT A/S and Nilfisk Holding A/S, and chairs the
audit and remuneration committees of both organisations. She is also a member
of the supervisory board of BBGI SICAV S.A, where she chairs the audit
committee.

Previously, she was the executive vice president, chief financial officer, of
ALK Abelló A/S and was chairman of Det Danske Klasselotteri A/S.

A qualified accountant, she holds a Master's degree in Business Economics and
Auditing from Copenhagen Business School.

3. Corporate governance statement

The Corporate governance statement and the Directors' remuneration report,
together with the cross references to the relevant other sections of the
Annual report and accounts, explain the main aspects of the Company's
corporate governance framework and seek to give a greater understanding as to
how the Company has applied the principles and reported against the provisions
of the UK Corporate Governance Code 2018 ('the Code').

Statement of application of and compliance with the Code

For the year ended 31 December 2021, the Board has carefully considered the
principles and provisions of the Code (available at www.frc.org.uk) and has
concluded that its activities during the year and the disclosures made within
the Annual report and accounts comply with the requirements of the Code. The
statement also explains the relevant compliance with the FCA's Disclosure
Guidance and Transparency Rules Sourcebook. The table on page 122 sets out
where to find each of the disclosures required in the Directors' report in
respect of all of the information required by Listing Rule 9.8.4 R.

1. Board leadership and company purpose

Purpose and Business model

The Board supports the Company's purpose set out on page 2 of the Strategic
report, and oversees implementation of the Group's business model, which it
has approved and which is set out on page 18. Pages 2 to 65 show how the
evolution of the business model in 2021 supports the protection and generation
of shareholder value over the long term, as well as underpinning our strategy
for growth. The Board's consideration of current and future risks to the
success of the Group is set out on pages 61 to 65, complemented by the report
of the Risk and Capital Committee on pages 93 to 96.

Oversight of culture

The Board and the Nomination and Governance Committee play a key role in
overseeing how the management of the Group assesses and monitors the culture
evident within the businesses of the Group and how the desired abrdn
behaviours are embedded across the Group so as to contribute to its success.

While the evolution of our culture takes time and commitment, the Board and
the Executive Leadership Team (ELT) look for empowerment, curiosity and
performance to sit at the heart of our culture. Our abrdn desired behaviours
will help to drive this important cultural shift:

- Think and act like an owner - Thinking commercially about where we
focus our time, effort and money to get the return on investment for our
stakeholders.

- Focus on client and customer needs - Continually learning their needs
so that they are at the heart of our decisions.

- Get it done together - Executing at pace and working across teams to
deliver better outcomes, faster.

- Build the future now - Being bold in building today the solutions that
our stakeholders will need for tomorrow, challenging the status quo and
adapting quickly.

The principles to deliver this include:

- A performance culture enabled by a clear and effective Performance
Management framework.

- A learning culture that is creative, progressive, and talent-oriented.

- Staying connected with each other.

Stakeholder engagement

Recognising their obligations under the Companies (Miscellaneous Reporting)
Regulations 2018, the Annual report and accounts explains how the Directors
have complied with their duty to have regard to the matters set out in section
172 (1) (a)-(f) of the Companies Act 2006. These matters include
responsibilities with regard to the interests of employees, suppliers,
customers, the community and the environment, all within the context of
promoting the success of the Company. The table on pages 74 to 75 sets out the
Board's focus on its key relationships and shows how the relevant stakeholder
engagement is reported up to the Board or Board Committees. During 2021, the
means to deliver effective engagement were adjusted to reflect the impact of
COVID-19.

Engaging with investors

The Investor Relations and Secretariat teams support the direct investor
engagement activities of the Chairman, CEO, CFO and, as relevant, Board
Committee chairs. During 2021, and within COVID-19 restrictions, we carried
out a programme of meetings with domestic and international investors. The
wide range of relevant issues discussed included the rationale for the
introduction of the client-led growth strategy, together with progress on the
delivery of transformation, business strategy, financial performance and share
price, capital allocation and returns to shareholders, and corporate
governance, including diversity and inclusion. The Chairman, CEO and CFO bring
relevant feedback from this engagement to the attention of the Board.

The Board ensures its outreach activities encompass the interests of the
Company's one million individual shareholders. Given the nature of this large
retail shareholder base, it is impractical to communicate with all
shareholders using the same direct engagement model followed for institutional
investors. Shareholders are encouraged to receive their communications
electronically and around 405,000 shareholders receive all communications this
way. The Company actively promotes self-service via the share portal, and
since moving our registrar services to Equiniti in July 2021, more than
150,000 shareholders have signed up to this service. Shareholders have the
option to hold their shares in the abrdn Share Account where shares are held
electronically and around 90% of individual shareholders hold their shares in
this way.

To give all shareholders easy access to the Company's announcements, all
information reported via the London Stock Exchange's regulatory news service
is published on the Company's website. The CEO and CFO continue to host formal
presentations to support both the full year and half year financial results
with the related transcript and webcast available on the Company's Investor
Relations website www.abrdn.com/annualreport

The 2021 Annual General Meeting (AGM) was held in Edinburgh on 18 May 2021.
COVID-19 restrictions meant that, at the time the Notice of Meeting was
published, it was envisaged that shareholders would not be able to attend the
meeting in person. Shareholders were invited to submit questions in advance
via the Company's website and arrangements were made for an 'enhanced
webcast'. This allowed shareholders to view the meeting live, and to submit
questions during the meeting via a 'chat box', many of which were then posed
to the Chairman by a moderator. The attendance restrictions were in fact
lifted the day before the Meeting and the Company made arrangements for
shareholders to attend in person should they wish to do so. The Chairman and
CEO presentations addressed the main themes of the questions which had been
submitted prior to the meeting. 46% of the shares in issue were voted and all
resolutions were passed by at least 94% of votes cast. Resolution 15, which
included measures regarding electronic participation at physical meetings, was
also passed (over 99% in favour) following clarification from the Company,
recognising that this had previously failed to reach the necessary threshold
to pass as a special resolution at the 2020 AGM. Investor feedback had made it
clear that the lack of support was in relation to an interpretation that the
proposed changes to the Company's Articles of Association would allow the
Company to hold virtual-only meetings. The Company confirmed that the proposed
Articles would not allow the Company to hold a virtual-only AGM and added
wording to clarify this in the updated Articles.

Our 2022 AGM will be held on 18 May in Edinburgh. The AGM guide 2022 will be
published online at www.abrdn.com in advance of this year's meeting. The
voting results, including the number of votes withheld, will be published on
the website at www.abrdn.com after the meeting.

Engaging with employees

Melanie Gee continued as our designated non-executive Director to support
workforce engagement up to her retirement from the Board on 31 October. She
was succeeded in this role by Hannah Grove from 1 November. The Board Employee
Engagement (BEE) annual plan is designed to ensure that views from employees
across the business globally are heard and understood by the directors. During
2021, our direct engagement plans continued to be disrupted by the need to
comply with COVID-19 restrictions so the Board used virtual means to engage
with groups of employees through regular meetings and one on one interactions.
A summary of the various BEE initiatives is covered below.

All employee surveys

Because the Company implemented a comprehensive Group-wide Viewpoints survey
during the year - which featured many employee experience-related questions,
and which followed on from several COVID 19 related employee surveys in 2020 -
no additional BEE specific surveys were undertaken. The Board continued to
monitor how the actions to address the Viewpoints survey responses were being
taken forward.

Meet the NEDs events

To enable employees to engage with the Directors directly and learn more about
how the Board operates, Melanie chaired three virtual Meet the NEDs sessions
during the year for team members in the UK/EMEA, Americas and APAC regions.
More than 130 colleagues attended and topics covered in the sessions included:

- Strategic direction, Growth and the Future shape of the Group.

- Remuneration policy including variable compensation philosophy and
practice.

- Diversity and culture.

- Brand change and roll out.

- NED understanding of employee sentiment and key issues.

NED Engagement event

In addition to the more formal Meet the NEDs events, Melanie chaired an
informal virtual social session attended by 10 colleagues who had previously
attended the physical 2019/2020 engagement dinners. The discussion covered:

- Thoughts on future ways of working and capturing lessons learned though
the pandemic.

- Addressing technology challenges from hybrid working.

- How the use of Microsoft Teams was improving cross-border communication
and collaboration.

The BEE Group

Melanie chaired a session of the BEE Group attended by representatives from
the employee Networks, the D&I team, the UK employee forum, Regional HR
representatives, the CEO office, and the Communications, and Sustainability
reporting teams. The topics discussed included:

- Employee engagement in the new Brand rollout.

- Employee input to the New Ways of Working rollout.

- Results from the Viewpoints survey and initial response action plans.

- Regional initiatives to support employees during the pandemic.

At each Board meeting, Melanie gave a report on BEE activities, including the
issues that had been raised through the discussions, and the Board considered
how the ELT, in particular the Chief People Officer, the Chief Brand,
Marketing and Corporate Affairs Officer and the COO, are taking forward the
points raised.

After a transition with Melanie, and considering the lessons learned from the
first two years of the BEE programme, as well as a scan of external best
practices, Hannah Grove took time to reflect on how she would take forward her
designated NED role, bearing in mind the key objectives around ensuring the
Board hears employee viewpoints, and that employees understand the role of the
board. Her plan was approved by the Board in December 2021 and next year's
annual report and accounts will report on how she has developed and
implemented the programme in 2022.

Summary of Stakeholder engagement activities

In line with their obligations under s.172 of the Companies Act 2006, the
Directors consider their responsibilities to stakeholders in their discussions
and decision-making.

Key stakeholders Direct Board engagement Indirect Board engagement Outcomes
Clients - The CEO meets regularly with key clients (virtually and/or in compliance - The heads of the Growth Vectors report at Board meetings on key client - Engagement supported the development of the key client management process,

Read more on pages 20 to 28. with all applicable pandemic restrictions) and reports to the Board on such engagement, support programmes and client strategies. and our client solutions and ESG approaches.
meetings.

- Market share data and competitor activity are reported to the Board. - The creation of the Growth Vectors was designed to position the business
- The CEO has regular calls with his opposite number at Phoenix Group, our
around client needs with performance accountability measured on that basis.
largest client, and reports back to the Board. - Analysis of the outcome of client proposals (successful or otherwise) is

reported to the Board. Results of client perceptions survey/customer sentiment - Investment processes are driven by understanding client needs and designing
- The CEO, sometimes supported by the Chairman, takes part in key client index are reported. appropriate solutions taking into account client risk appetite and
pitches to hear directly from clients on their requirements (again virtually sophistication.
when pandemic restrictions were in place).

- The Chairman meets with key clients at conferences and industry membership
boards where he represents the Group.

- The Board members feed into Board discussions any feedback received directly
from clients.
Our people - Meet the NEDs BEE engagement sessions for a diverse mix of staff at all - The Chief People Officer(CPO) reports to the Nomination and Governance - Engagement feedback recognised in Board discussions on new ways of working.

Read more on pages 38 to 39. levels allow direct feedback in informal settings. Committee meeting on key hires and employee issues including development needs

to support succession planning. - Engagement feedback is a key input to talent and development programmes and
- Employee engagement NED in place and active with the employee diversity
the design of reward philosophy.
networks as well as with employees through their representatives. The BEE NED - The CPO produces a regular report for the Board drawing out key factors
reports regularly to the CEO and the Board. influencing staff turnover, morale and engagement.

- Each year, the Chairman and NEDs all mentor one or two CEO-1 or -2 level - Viewpoints and employee surveys collect aggregate, regional, functional and
emerging talent. business group trend data which is reported to the Board.

- The CEO and CFO run 'Town Hall' sessions.

- The CEO meets regularly with key clients (virtually and/or in compliance
with all applicable pandemic restrictions) and reports to the Board on such
meetings.

- The CEO has regular calls with his opposite number at Phoenix Group, our
largest client, and reports back to the Board.

- The CEO, sometimes supported by the Chairman, takes part in key client
pitches to hear directly from clients on their requirements (again virtually
when pandemic restrictions were in place).

- The Chairman meets with key clients at conferences and industry membership
boards where he represents the Group.

- The Board members feed into Board discussions any feedback received directly
from clients.

- The heads of the Growth Vectors report at Board meetings on key client
engagement, support programmes and client strategies.

- Market share data and competitor activity are reported to the Board.

- Analysis of the outcome of client proposals (successful or otherwise) is
reported to the Board. Results of client perceptions survey/customer sentiment
index are reported.

- Engagement supported the development of the key client management process,
and our client solutions and ESG approaches.

- The creation of the Growth Vectors was designed to position the business
around client needs with performance accountability measured on that basis.

- Investment processes are driven by understanding client needs and designing
appropriate solutions taking into account client risk appetite and
sophistication.

Our people

Read more on pages 48 to 58.

- Results, AGM presentations and Q&A.

- Chairman, CEO and CFO meetings with investors.

- Chairman, Committee Chairs, Senior Independent Director and BEE NED round
table with governance commentators.

- Remuneration Committee Chair meetings with institutional investors.

- Chairman/CEO/CFO direct shareholder correspondence.

- Regular updates from the EDs/ Investor Relations Director/ Chairman/Chairman
of Remuneration Committee summarising the output from their programmes of
engagement.

- Analyst/Investor reports distributed to the Board.

- As relevant, feedback from corporate brokers.

- Publication of Shareholder News.

- Dedicated mailbox and shareholder call centre team.

- Engagement supported the clarification at the 2021 AGM that the Board was
not recommending that we move to virtual AGMs, but was increasing the
possibilities for remote participation.

Speaking up

The workforce has the means to raise concerns in confidence and anonymously,
and these means are well communicated. The Audit Committee's oversight of the
whistleblowing policy and the Audit Committee Chairman's role to report to the
Board on whistleblowing matters is covered in the Audit Committee report on
page 90.

Outside appointments and conflicts of interest

The Board's policy encourages executive Directors to take up one external
non-executive director role, as the Directors consider this can bring an
additional perspective to the Director's contribution. At the moment, Stephen
Bird and Stephanie Bruce have representative director roles, either on the
board of one of our joint ventures or on fund boards where abrdn is the
appointed investment manager, but they do not have any external NED roles and
they continue to explore opportunities.

Any proposed additional appointments of the NEDs are firstly discussed with
the Chairman and then reported to the Nomination and Governance Committee
prior to being considered for approval. The register of the Board's collective
outside appointments is reviewed annually by the Board. Directors' principal
outside appointments are included in their biographies on pages 68 to 71.

The Directors continued to review and authorise Board members' actual and
potential conflicts of interest on a regular and ad hoc basis in line with the
authority granted to them in the Company's Articles. As part of the process to
approve the appointment of a new Director, the Board considers and, where
appropriate, authorises their potential or actual conflicts. The Board also
considers whether any new outside appointment of any current Director creates
a potential or actual conflict before, where appropriate, authorising it. All
appointments are approved in accordance with the relevant group policies. At
the start of every Board and Committee meeting, Directors are requested to
declare any actual or potential conflicts of interests.

In January 2022, the Board reviewed all previously authorised potential and
actual conflicts of interest of the Directors and their connected persons, and
concluded that the authorisations should remain in place until February 2024.
Under the terms of the approval, conflicted Directors can be excluded from
receiving information, taking part in discussions and making decisions that
relate to the potential or actual conflict. The Board and relevant Committees
follow this process when appropriate.

2. Division of responsibilities

The Group operates the following governance framework.

Governance framework

Board

The Board's role is to organise and direct the affairs of the Company and the
Group in accordance with the Company's constitution, all relevant laws,
regulations, corporate governance and stewardship standards. The Board's role
and responsibilities, collectively and for individual Directors, are set out
in the Board Charter. The Board Charter also identifies matters that are
specifically reserved for decision by the Board. During 2021, the Board's key
activities included approving, overseeing and challenging:
- The updated strategy and the 2022 to 2024 business plan to implement the - Significant corporate transactions including the acquisition of Finimize,
strategy. and the proposed acquisition of interactive investor.

- Capital adequacy and allocation decisions including the decision to sell - The company rename and rebrand, alongside the sale of the Standard Life
stakes in HDFC Life and HDFC AMC, our Nordic real assets business and brand to Phoenix.
Parmenion.

- Succession planning, in particular in the Investments vector.
- Oversight of culture, our standards and ethical behaviours.

- The quarterly performance of the investment business.
- Dividend policy including the decision framework governing when to return

the dividend to growth. - The ESG approach, both as an issuer and as an asset manager.

- Financial reporting, including the impact of moving Phoenix and HDFC AMC - Significant external communications.
from associate to investment status.

- The work of the Board Committees.
- Risk management, including the Enterprise Risk Management (ERM) framework,

risk strategy, risk appetite limits and internal controls and in particular - Appointments to the Board and to Board Committees.
how this was adapted for COVID-19.

- Matters escalated from subsidiary boards to the Board for approval.

The Board regularly reviews reports from the Chief Executive Officer and from
the Chief Financial Officer on progress against approved strategies and the
business plan, as well as updates on stock market and global economic
conditions. There are also regular presentations from the vector CEOs and
business functional leaders.

Chairman Chief Executive Officer (CEO) Senior Independent Director (SID)

- Leads the Board and ensures that its principles and processes are The CEO operates within authorities delegated by the Board to: The SID is available to talk with our shareholders about any concerns that
maintained.
they may not have been able to resolve through the channels of the Chairman,

- Develop strategic plans and structures for presentation to the Board. the CEO or Chief Financial Officer, or where a shareholder considered these
- Promotes high standards of corporate governance.
channels as inappropriate.

- Make and implement operational decisions.

- Together with the Company Secretary, sets agendas for meetings of the
The SID leads the annual review of the performance of the Chairman.
Board. - Lead the other executive Director and the ELT in the day-to-day running of

the Group.
- Ensures Board members receive accurate, timely and quality information on

the Group and its activities. - Report to the Board with relevant and timely information.

- Encourages open debate and constructive discussion and decision-making. - Develop appropriate capital, corporate, management and succession

structures to support the Group's objectives.
- Leads the performance assessments and identification of training needs for

the Board and individual Directors. - Together with the Chairman, represent the Group to external stakeholders,

including shareholders, customers, suppliers, regulatory and governmental
- Speaks on behalf of the Board and represents the Board to shareholders and authorities, and the local and wider communities.
other stakeholders.

Non-executive Directors (NED)

The role of our NEDs is to participate fully in the Board's decision-making
work including advising, supporting and challenging management as appropriate.

Nomination and Governance Committee (N&G) Audit Committee (AC) Remuneration Committee (RC) Risk and Capital Committee (RCC)

- Board and Committee composition and appointments. - Financial Reporting. - Development and Implementation of remuneration philosophy and policy. - Risk management framework.

- Succession planning. - Internal audit. - Incentive design and setting of executive director targets. - Compliance reporting.

- Governance framework. - External audit. - Employee benefit structures. - Risk appetites and tolerances.

- Culture, Diversity & Inclusion. - Whistleblowing. - Transactional risk assessments.

- Anti-Financial crime. - Capital adequacy.

- Regulatory financial reporting.

Executive leadership team (ELT)

The ELT supports the CEO by providing clear leadership, line of sight and
accountability throughout the business. The ELT is responsible to the CEO for
the development and delivery of strategy and for leading the organisation
through challenges and opportunities.

Growth Vectors Talent Efficient Operations Control

Vector CEOs support the CEO to deliver Growth across the business: The Chief People Officer (CPO) supports the CEO in developing talent Strategy, Operations, Legal and Finance ELT members support the CEO by The Chief Risk Officer (CRO) supports the ELT and the CEO in their first line

management and succession planning and culture initiatives. overseeing global functions and the delivery of functional priorities. management of risk.
- Investments.

- Adviser.

- Personal.

The framework is formally documented in the Board Charter which also sets out
the Board's relationship with the boards of the key subsidiaries in the Group.
In particular, it specifies the matters which these subsidiaries refer to the
Board or to a Committee of the Board for approval or consultation.

You can read the Board Charter on our website www.abrdn.com
(http://www.abrdn.com)

Board balance and director independence

The Directors believe that at least half of the Board should be made up of
independent non-executive Directors. As at 28 February 2022, the Board
comprises the Chairman, nine independent non-executive Directors and two
executive Directors. The Board is made up of six men (50%) and six women (50%)
(2020: men 55%, women 45%).

As announced, Jutta af Rosenborg and Martin Pike will retire at the conclusion
of the 2022 AGM and will not offer themselves for re-election.

The Chairman was independent on his appointment in December 2018. The Board
carries out a formal review of the independence of non-executive Directors
annually. The review considers relevant issues including the number and nature
of their other appointments, any other positions they hold within the Group,
any potential conflicts of interest they have identified and their length of
service. Their individual circumstances are also assessed against independence
criteria, including those in the Code. Jutta af Rosenborg served on the
Aberdeen Asset Management PLC (AAM PLC) board, which she joined in January
2013 prior to the transaction with Standard Life plc (2017). The Board does
not consider that Jutta's length of service has had any negative impact on her
independence. Following this review, the Board has concluded that all the
non-executive Directors are independent and consequently, the Board continues
to comprise a majority of independent non-executive Directors.

Jonathan Asquith served as Senior Independent Director throughout 2021. In
this role, he is available to provide a sounding board to the Chairman and
serve as an intermediary for the other Directors and the shareholders. He also
led the process to review the Chairman's performance.

The roles of the Chairman and the CEO are separate and are summarised on page
77. Each has clearly defined responsibilities, which are described in the
Board Charter.

The Directors have access to the governance advice of the Company Secretary
whose appointment and removal is a matter reserved to the Board.

You can read more about our Directors in their biographies in Section 2.

3. Board composition, succession, diversity and evaluation

The Board's policy is to appoint and retain non-executive Directors who bring
relevant expertise as well as a wide perspective to the Group and its
decision-making framework. The Board continues to support its Board Diversity
statement which states that the Board:

- Believes in equity and supports the principle that the best person
should always be appointed to the role with due regard given to the benefits
of diversity, including gender, ethnicity, age, and educational and
professional background when undertaking a search for candidates, both
executive and non-executive.

- Recognises that diversity can bring insights and behaviours that make a
valuable contribution to its effectiveness.

- Believes that it should have a blend of skills, experience,
independence, knowledge, ethnicity and gender amongst its individual members
that is appropriate to its needs.

- Believes that it should be able to demonstrate with conviction that any
new appointee can make a meaningful contribution to its deliberations.

- Is committed to maintaining its diverse composition.

- Supports the CEO's commitment to achieve and maintain a diverse
workforce and an inclusive workplace, both throughout the Group, and within
the ELT.

- Has a zero tolerance approach to unfair treatment or discrimination of
any kind, both throughout the Group and in relation to clients and individuals
associated with the Group.

Board Diversity

Gender

Diagram removed for the purposes of this announcement. However it can be
viewed in full in the pdf document.

Nationality

Diagram removed for the purposes of this announcement. However it can be
viewed in full in the pdf document.

Diversity activities and progress to meet our targets are covered in the Our
people section of the Strategic report on page 38. The ELT's diversity policy
is covered in the Inclusion and Diversity section of the Directors' report on
page 120.

Board changes during the period are covered above and in the Directors' report
on page 119.

Ethnicity

Diagram removed for the purposes of this announcement. However it can be
viewed in full in the pdf document.

Board appointment process, terms of service and role

Board appointments are overseen by the Nomination and Governance Committee and
you can read more about this on page 98.

Each non-executive Director is appointed for a three-year fixed term and
shareholders vote on whether to elect/re-elect them at every AGM. Once a
three-year term has ended, a non-executive Director can continue for further
terms if the Board is satisfied with the non-executive Director's performance,
independence and ongoing time commitment. There is no specified limit to the
number of terms that a non-executive Director can serve. Taking account of
their appointment dates to the predecessor boards where relevant, the current
average length of service of the non-executive Directors is three years. For
any NEDs who have already served two three-year terms, the Nomination and
Governance Committee considers any factors which might reflect on their
independence or time commitment prior to making any recommendation to the
Board. During 2021, the Committee reviewed and supported the recommendation
that the Chairman and Cathi Raffaeli's appointments be continued for a second
term.

The letter of appointment confirms that the amount of time each non-executive
Director is expected to commit to each year, once they have met all of the
approval and induction requirements, is a minimum of 35 days. The service
agreements/letters of appointment for Directors are available to shareholders
to view on request from the Company Secretary at the Company's registered
address (which can be found in the Shareholder information section) and will
be accessible for the 2022 AGM. Non-executive Directors are required to
confirm that they can allocate sufficient time to carry out their duties and
responsibilities effectively. Their letters of appointment confirm that their
primary roles include challenging and holding to account the executive
directors as well as appointing and removing executive directors.

External search consultants may be used to support Board appointments. MWM
Consulting was engaged to support the appointments of Hannah Grove, Catherine
Bradley as well as Mike O'Brien and Pam Kaur. The Group has additionally used
the services of MWM Consulting to support other senior management searches.

Director election and re-election

At the 2022 AGM, all of the current Directors will retire. Hannah Grove and
Catherine Bradley, having been appointed since the previous AGM, will retire
and stand for election. All the other Directors, who wish to continue in
office, will stand for re-election. As announced, Mike O'Brien and Pam Kaur
will be proposed for election with effect from 1 June 2022 and Jutta af
Rosenborg and Martin Pike will retire at the conclusion of the 2022 AGM.

As well as in Section 2, the AGM guide 2022 includes more background
information about the Directors, including the reasons why the Chairman,
following their annual reviews, believes that their individual skills and
contribution support their election or re-election.

You can read more about the Directors' outside appointments in their
biographies in Section 2.

Advice

Directors may sometimes need external professional advice to carry out their
responsibilities. The Board's policy is to allow them to seek this where
appropriate and at the Group's expense. Directors also have access to the
advice and services of the Company Secretary.

Board effectiveness

Review process

The Board commissions externally facilitated reviews regularly. The last
external review was held in 2019 with the 2020 and 2021 reviews having been
conducted internally. The 2022 review will be facilitated externally.

To carry out the review, the Company Secretary met with each Director
individually and gathered their views on the Board's performance over the
period and their recommendations on how its effectiveness could be
strengthened. Progress on implementing the recommendations from the 2020
review was also discussed. Following this, the Company Secretary prepared a
draft report for initial review and discussion with the Chairman. The Board
then reviewed and discussed the report.

Outcome

As part of the process, the Board recognised the relevant internal and
external factors which it had needed to take account of during the year. These
included living with and planning to move beyond COVID-19 and the impact of
introducing new ways of working, continuing regulatory uncertainty arising
from the outcome of the Brexit negotiations, increasing external expectations
on the quality of external reporting, with a particular focus on enhancing
ESG, culture and diversity reporting, and the continuing challenges of
managing virtual Board meetings, recognising that the Directors had been able
to gather in person as a complete board on only a couple of occasions since
March 2020. Internally, the main factor was the leadership of the CEO in his
first full year in the role.

Taking all of this into account, the Board believes that it performed
effectively during 2021. Arising from the review the Board looks to see
continued developments in these areas:

- Increased informal Board interaction, likely to be a mix of virtual and
in person, to allow Board members to get to know each other better and learn
from each other.

- Creating more agenda time to discuss and measure ESG and culture, making
sure these matters have a clear link to corporate strategy and its execution.

- Specifically within the restrictions of not being able to be together
physically, using the Board's time together in virtual meetings as effectively
as possible so that all agenda items have full discussion time, while Board
members remain aware of the challenges brought by continuing virtual
interaction.

Progress to implement the recommendations is monitored by the Company
Secretary and the CEO's office and reported to the Nomination and Governance
Committee.

Chairman

The review of Sir Douglas's performance as Chairman was led by the SID,
Jonathan Asquith. It was based on feedback given in the Company Secretary's
individual interviews with each Director as well as focused discussions
between the SID and the other Directors.

Through these meetings, Jonathan Asquith sought feedback on: the Chairman's
overall leadership role; his relationships with the EDs and the NEDs;
Boardroom behaviours; and any development areas to take

forward in 2022.

The Company Secretary summarised the feedback into a draft report which was
reviewed and agreed by the SID and distributed to all Board members, except
Sir Douglas. The Directors, led by Jonathan Asquith and without Sir Douglas
being present, met to consider the report. They concluded that in his third
year as Chairman, Sir Douglas had performed his role very effectively and
shown strong leadership of the Board. He continued to bring his inclusive yet
suitably challenging style to the Boardroom, encouraging, and allowing time
for all Board members to participate fully, and he continued to build strong
relationships with the EDs while supporting the NEDs in challenging and
holding the ELT to account. All the Directors were looking forward to
continuing to work with him, individually and collectively, to deliver
continued progress in 2022. Jonathan Asquith met with Sir Douglas to pass
feedback from the review directly to him.

Directors

The Chairman met each Director individually to discuss their performance
during 2021. These discussions considered individual training, development and
engagement opportunities and any agreed development actions are taken forward
by the individual Director together with the Company Secretary and the
Chairman.

Director induction and development

The Chairman, supported by the Company Secretary, is responsible for arranging
a comprehensive preparation and induction programme for all new Directors. The
programme takes their background knowledge and experience into account. If
relevant, Directors are required to complete the FCA's approval process before
they are appointed and Directors self-certify annually that they remain
competent to carry out this aspect of their role. These processes continue to
adapt to meet evolving best practice in respect of the Senior Managers and
Certification Regime.

The formal preparation and induction programme includes:

- Meetings with the executive Directors and the members of the ELT.

- Focused technical meetings with internal experts on specific areas
including the three growth vectors, regulatory reporting, ESG, conduct risk,
risk and capital management, and financial reporting.

- Visits to business areas (when permitted by COVID-19 restrictions) to
meet our people and gain a better insight into the operation of the business
and its culture.

- Meetings with the external auditors and contact with the FCA supervisory
teams.

- Meetings with the Company Secretary on the Group's corporate governance
framework and the role of the Board and its Committees, and with the Chief
Risk Officer on the risk management framework as well as meetings on their
individual responsibilities as holders of a Senior Management Function role.

Background information is also provided including:

- Key Board materials and information, stakeholder and shareholder
communications and financial reports.

- The Group's organisational structure, strategy, business activities and
operational plans.

- The Group's key performance indicators, financial and operational
measures and industry terminology.

The induction programme provides the background knowledge new Directors need
to perform to a high level as soon as possible after joining the Board and its
Committees and to support them as they build their knowledge and strengthen
their performance further.

When Directors are appointed to the Board, they make a commitment to broaden
their understanding of the Group's business. The Secretariat, Finance, Risk
and Reward teams monitor relevant external governance and risk management,
financial and regulatory developments and keep the ongoing Board training and
information programme up to date. Specific Board and Committee awareness and
deep-dive sessions took place on:

- The activity of the ESG investment team and the broader Enabling ESG
programme.

- The Group's pension schemes.

- The pending Investment Funds Prudential Regime.

- Governance and oversight of investment risk.

- Cyber and operational resilience.

- External audit reform.

4. Audit, risk and internal control

The Directors retain the responsibility to state that they consider the Annual
report and accounts, taken as a whole, is fair, balanced and understandable
and presents an assessment of the Company's position and prospects. They also
recognise their responsibility to establish procedures to manage risk and
oversee the internal control framework. You can read their responsibilities
statement on page 123. The reports from the Audit Committee and the Risk and
Capital Committee Chairmen show how they have supported the Board in meeting
these responsibilities.

The Board's view of its principal and emerging risks and how they are being
managed is contained in the risk management section of the Strategic report on
pages 61 to 65.

Annual review of internal control

The Directors have overall responsibility for the governance structures and
systems of the group, which includes the ERM framework and system of internal
control, and for the ongoing review of their effectiveness. The framework is
designed to manage, rather than eliminate, risk and can only provide
reasonable, not absolute, assurance against material misstatement or loss. The
framework covers all of the risks as set out in the risk management section of
the Strategic report.

In line with the requirements of the Code, the Board has reviewed the
effectiveness of the system of internal control. The Audit Committee undertook
the review on behalf of the Board and reported the results of its review to
the Board. The system was in place throughout the year and up to the date of
approval of the Annual report and accounts 2021.

A review of abrdn's risk management and internal control systems was carried
out drawing on inputs across the three lines of defence. The first line
management conducted risk and control self-assessments (RCSAs) throughout
2021; Risk & Compliance undertook a review of the effectiveness of the ERM
framework (including RCSAs) and how internal controls were operating within
the first line; and, Internal Audit produced a Control Environment Assessment
using abrdn's risk taxonomy. Collectively these provide a view of the firm's
control environment from each of the three lines of defence. The review did
not identify any weaknesses that are deemed significant to the overall view
that the system of controls was effective in 2021 and there are plans to
improve the controls as required.

2021 has seen the business continue to embed and mature the abrdn risk and
control practices within each business vector to promote management of risk
and control across the organisation. Technology advances and regulatory
developments such as UK SoX, IFPR and the Operational Resilience regulation
are driving further change in the design of operational processes and internal
controls.

The Finance function operates a set of defined processes which operate over
all aspects of financial reporting, which includes the senior review and
approval of financial results from business unit finance heads, controlled
processes for the preparation of the IFRS consolidation, and the monitoring of
external policy developments to ensure these are adequately addressed. These
processes include the operation of a Technical Review Committee and the
Financial Reporting Executive Review Group to provide senior review, challenge
and approval of relevant disclosures, accounting policies, and changes
required to comply with external developments. The Board's going concern
statement is on page 122 and the Board's viability statement is on page 59.

5. Remuneration

The Directors' remuneration report (DRR) on pages 100 to 116 sets out the work
of the Remuneration Committee and its activities during the year, the levels
of Directors' remuneration and the shareholder approved remuneration policy.
The Company's approach to investing in and rewarding its workforce is set out
on page 111 of the DRR and in the Reward section of the Directors' report on
page 120. The Board believes that its remuneration policies and practices are
designed to support strategy and long-term sustainable success. You can read
about the policies and practices in the DRR.

Other information

You can find details of the following, as required by Disclosure and
Transparency Rule 7.2.6, in the Directors' report and in the Directors'
remuneration report:

Share capital

- Significant direct or indirect holdings of the Company's securities.

- Confirmation that there are no securities carrying special rights with
regard to control of the Company.

- Confirmation that there are no restrictions on voting rights in normal
circumstances.

- How the Articles can be amended.

- The powers of the Directors, including when they can issue or buy back
shares.

Directors

- How the Company appoints and replaces Directors.

- Directors' interests in shares.

Board meetings and meeting attendance

The Board and its Committees meet regularly, operating to an agreed timetable.
Meetings are usually held in Edinburgh or London and, sometimes, in past years
unaffected by COVID-19 restrictions, at the offices of one of our overseas
locations. During the year, the Board held specific sessions to consider the
Group's strategy and business planning. The Chairman and the non-executive
Directors also met during the year, formally at each Board meeting, and
informally, without the executive Directors present and where matters
including executive performance and succession and Board effectiveness were
discussed. The Board scheduled eight formal meetings and a focused strategy
meeting in 2021. Additional Board meetings were called in 2021 in relation to
Board decisions regarding the changes to the Phoenix relationship and the
recommendation to acquire the interactive investor business.

Directors are required to attend all meetings of the Board and the Committees
they serve on, and to devote enough time to the Company to perform their
duties. Board and Committee papers are distributed before meetings other than,
by exception, urgent papers which may need to be tabled at the meeting. If
Directors are not able to attend a meeting because of conflicts in their
schedules, they receive all the relevant papers and have the opportunity to
submit their comments in advance to the Chairman or to the Company Secretary.
If necessary, they can follow up with the Chairman of the meeting. Recognising
that some Directors may have existing commitments they cannot change at very
short notice, the Board has established the Standing Committee as a formal
procedure for holding unscheduled meetings. The Standing Committee meets when,
exceptionally, decisions on matters specifically reserved for the Board need
to be taken urgently. All Directors are invited to attend Standing Committee
meetings. The Standing Committee met once during 2021 with regard to the
recommendation to acquire the Finimize business.

The Chairman is not a member of the Audit, Risk and Capital, or Remuneration
Committees. He may attend meetings of all Committees, by invitation, in order
to keep abreast of their discussions. The table below reflects the composition
of the Board and Board Committees during 2021 and records the number of
meetings and members' attendance.

Board Group Audit Committee Nomination and Governance Committee Remuneration Committee Risk and Capital Committee
Chairman
Sir Douglas Flint 12/12 -- 4/4 - -

Executive Directors
Stephanie Bruce 12/12 - - - -
Stephen Bird 12/12 - - - -

Non-executive Directors
Jonathan Asquith 12/12 - 4/4 9/9 -
Brian McBride 12/12 - - 9/9 -
John Devine 11/12 6/6 3/4 - 10/10
Hannah Grove(1) 4/4 - 1/1 - -
Martin Pike 12/12 6/6 4/4 - 10/10
Cathleen Raffaeli 12/12 - - 9/9 10/10
Cecilia Reyes 12/12 - - 9/9 10/10
Jutta af Rosenborg 12/12 6/6 - 9/9 -

Former members
Melanie Gee (stood down on 31 October 2021) 10/10 4/5 3/3 - -

1. Hannah Grove was appointed to the Board and the Nomination and Governance
Committee on 1 September 2021

Tenure as at February 2022 Executive and Non-executive mix
Diagram removed for the purposes of this announcement. However it can be Diagram removed for the purposes of this announcement. However it can be
viewed in full in the final document viewed in full in the final document

Board Committees

Diagram removed for the purposes of this announcement. However it can be
viewed in full in the final document

The Board has established Committees that oversee, consider and make
recommendations to the Board on important issues of policy and governance. At
each Board meeting, the Committee chairmen provide reports of the key issues
considered at recent Committee meetings, and minutes of Committee meetings are
circulated to the appropriate Board members. This includes reporting from the
Chairman of the Audit Committee on any whistleblowing incidents which have
been escalated to him. The Committees operate within specific terms of
reference approved by the Board and kept under review by each Committee.

These terms of reference are published within the Board Charter on our website
at www.abrdn.com

All Board Committees are authorised to engage the services of external
advisers at the Company's expense, whenever they consider this necessary.

Committee reports

This statement includes reports from the chairmen of the Audit Committee, the
Risk and Capital Committee and the Nomination and Governance Committee. The
report on the responsibilities and activities of the Remuneration Committee
can be found in the Directors' remuneration report in Section 3.4.

The Committee Chairmen are happy to engage with you on their reports. Please
contact them via questions@standardlifeaberdeenshares.com

3.1 Audit Committee report

The Audit Committee assists the Board in discharging its responsibilities for
external financial reporting, internal controls over financial reporting and
the relationship with the External auditors.

I am pleased to present my report as Audit Committee Chairman.

During the year and up to the date of issuing the annual report, the
Committee:

- Discussed and reviewed the impact on financial reporting of the Tritax
and Finimize acquisitions.

- Discussed the financial information required to be included in the Class
1 Circular in relation to the proposed acquisition of interactive investor.

- Considered the impact on the internal audit function of Chief Internal
Auditor changes.

- Reviewed reporting on financial crime and anti-money laundering
controls.

- Received reports on compliance with the FCA Client Assets Sourcebook
(CASS) rules in the Company's CASS permissioned regulated legal entities.

The Committee also continued to focus on the quality of financial reporting.

The report is structured in four parts:

1. Governance

2. Report on the year

3. Internal audit

4. External audit

John Devine

Chairman, Audit Committee

3.1.1 Governance

Membership

All members of the Audit Committee are independent non-executive Directors.
For their names, the number of meetings and committee member attendance during
2021, please see the table on page 82.

The Board believes Committee members have the necessary range of financial,
risk, control and commercial expertise required to provide effective challenge
to management, and have competence in accounting and auditing as well as
recent and relevant financial experience. John Devine is a member of the
Chartered Institute of Public Finance and Accounting. Jutta af Rosenborg is
also a qualified accountant. Martin Pike is a fellow of the Institute and
Faculty of Actuaries. The Committee members are also members of audit
committees related to their other NED roles.

Invitations to attend Committee meetings are extended on a regular basis to
the Chairman, the Chief Executive Officer, the Chief Financial Officer, the
Group Financial Controller, the Chief Internal Auditor and the Group Chief
Risk Officer.

The Audit Committee meets privately for part of its meetings and also has
regular private meetings separately with the External auditors and the Chief
Internal Auditor. These meetings address the level of co-operation and
information exchange and provide an opportunity for participants to raise any
concerns directly with the Committee.

Key responsibilities

The Audit Committee's responsibilities are to oversee and report to the Board
on:

- The appropriateness of the Group's accounting and accounting policies,
including the going concern presumption and viability statement.

- The findings of its reviews of the financial information in the Group's
annual and half year financial reports.

- The clarity of the disclosures relating to accounting judgements and
estimates.

- Its view of the 'fair, balanced and understandable' reporting
obligation.

- The findings of its review of key Group prudential returns and
disclosures.

- Internal controls over financial reporting and procedures to prevent
money laundering, financial crime, bribery and corruption.

- Outcomes of investigations resulting from whistleblowing.

- The appointment or dismissal of the Chief Internal Auditor, the approved
Internal audit work programme, key audit findings and the quality of Internal
audit work.

- The skills of the External audit team and their complianc with auditor
independence requirements, the approved audit plan, the quality of the firm's
execution of the audit, and the agreed audit and non-audit fees.

In carrying out its duties, the Committee is authorised by the Board to obtain
any information it needs from any Director or employee of the Group. It is
also authorised to seek, at the expense of the Group, appropriate external
professional advice whenever it considers this necessary. The Committee did
not need to take any independent advice during the year.

In accordance with the Senior Managers and Certification Regime the Audit
Committee Chairman is responsible for the oversight of the independence,
autonomy and effectiveness of our policies and procedures on whistleblowing
including the procedures for the protection of employees who raise concerns
related to detrimental treatment. Throughout the year the Audit Committee
Chairman met regularly with the Chief Internal Auditor and the Head of
Anti-Financial Crime to discuss their work, findings and current developments.

Committee effectiveness

The Committee reviews its remit and effectiveness each year. The 2021 review
was conducted internally by the Company Secretary meeting each of the
Committee members. As well as general observations, the key performance areas
considered were:

- The comprehensiveness of the Committee's agendas against members'
expectations.

- How effectively agenda items were presented, discussed and time managed.

- The quality and level of detail in the papers.

- How well the Committee met its objectives and reported to the Board.

- How effectively the Chairman discharged their responsibilities.

The Committee members did not raise any material issues or concerns regarding
the above areas or the overall effectiveness of the Committee during 2021.
They were very supportive of the Chairman's effective role in leading the
Committee through the volume of papers. The Committee members aimed to find
the right balance in their discussion time to make sure that while they
covered technical financial and regulatory reporting to the appropriate level,
they were also able to spend enough time considering all of the other matters
under their financial reporting control remit, including supporting the
relationships between the finance, risk and internal audit teams. The
Committee also spent time reviewing the details of the BEIS consultation paper
on the future of audit, and were supportive of the final submission
acknowledging that this was likely to bring future changes to their role and
operations.

3.1.2 Report on the year

Audit agenda

As well as regular reporting, agenda items were aligned to the annual
financial cycle as set out below:

Jan-Mar - Annual report and accounts 2020.

- Strategic report and financial highlights 2020.

- Financial reporting judgements.

- Liaison with the Remuneration Committee on any financial reporting
matters related to the achievement of targets and measures.

- External auditors' review of Full year results.

- Financial crime and Whistleblowing.
Apr-Jun - Internal audit findings.

- CASS reporting update.

- Regulatory reporting including Pillar 3.

- Initial financial reporting matters for Half year 2021.

- Financial crime and Whistleblowing.

- External auditors' management letter, and audit strategy including fees.

- BEIS White Paper on audit reform.
Jul-Sep - Half year results 2021.

- External auditors' review of Half year results.

- External auditors' independence.

- Internal audit findings.

- Financial crime and Whistleblowing.
Oct-Dec - Initial financial reporting matters for Full year 2021.

- Non-audit services policy.

- The Internal audit plan and charter.

- Internal audit findings.

- Effectiveness of the External auditors and related non-audit services.

- Effectiveness of the Internal Audit function.

- Financial crime and Whistleblowing.

- Risk management and internal control system annual review and future
plans.

- CASS reporting update.

The indicative proportion of time spent on the business of the Committee is
illustrated below:

Diagram removed for the purposes of this announcement. However it can be
viewed in full in the final document.

Detail of work

The focus of work in respect of 2021 is described below.

Financial reporting

Our accounts are prepared in accordance with International Financial Reporting
Standards (IFRS). The Committee believes that some Alternative Performance
Measures (APMs), which are also called non-GAAP measures, can add insight to
the IFRS reporting and help to give shareholders a fuller understanding of the
performance of the business. The Committee considered the presentation of APMs
and related guidance as discussed further in the 'Fair, balanced and
understandable' section below.

The Committee reviewed the Group accounting policies and confirmed they were
appropriate to be used for the 2021 Group financial statements. This year
there were no new accounting standards which had a significant impact on the
Group accounting policies. The Committee considered changes to the Group's
segments to be used for 2021 reporting and agreed that these changes were
appropriate. In 2021, the Committee also considered proposed changes to the
presentation of the IFRS consolidated income statement and agreed that these
changes made the financial statements more relevant to users as the
presentation was more consistent with peers.

The Committee reviewed the basis of accounting and in particular the
appropriateness of adopting the going concern basis of preparation of the
financial statements. In doing so, it considered the Group's cash flows
resulting from its business activities and factors likely to affect its future
development, performance and position together with related risks, as set out
in more detail in the Strategic report. The Committee recommended the going
concern statement to the Board.

In addition, the Committee considered the form of the viability statement and
in particular whether the three-year period remained appropriate, and
concluded that it did. This reflects both our internal planning cycle and the
timescale over which changes to major regulations and the external landscape
affecting our business typically take place. In formulating the statement, the
Committee considered the result of stress testing and reverse stress testing
presented to the Risk and Capital Committee. The Committee recommended the
viability statement to the Board.

During 2021, the Committee reviewed the Annual report and accounts 2020 and
the Half year results 2021. For both periods it received written and/or oral
reports from the Chief Financial Officer, the Company Secretary, the Chief
Internal Auditor and the External auditors. The Committee used these reports
to aid its understanding of the composition of the financial statements, to
confirm that the specific reporting standards and compliance requirements had
been met and to support the accounting judgements and estimates. Following its
reviews, the Committee was able to recommend the approval of each of the
reports to the Board, being satisfied that the full and half year financial
statements complied with laws and regulations and had been appropriately
compiled.

The Committee discussed the continued impact of COVID-19 on the Half year
results 2021 production process, and supported the steps put in place by
management to ensure that controls were maintained and that the timetables
remained appropriate for a remote working environment. For year end 2021
results, we were able to move to blended working, assisting the production
process.

Accounting estimates and judgements

The Audit Committee considered all estimates and judgements that Directors
understood could be material to the 2021 financial statements. The Committee
also focused on disclosure of these key accounting estimates and judgements.

Significant accounting estimates, judgements and assumptions for the year How the Audit Committee addressed
ended 31 December 2021
these significant accounting estimates and assumptions
Acquisition of Tritax
On 1 April 2021 abrdn completed the acquisition of Tritax Management LLP, a The Committee spent time discussing the acquisition at three meetings.
specialist logistics real estate fund manager. Following significant analysis the Committee agreed with management that

Tritax should be accounted for as a 100% acquisition on 1 April 2021 with
abrdn purchased, through its subsidiary AAM PLC, 60% of the membership contingent consideration recognised in relation to the fair value of the earn
interests in Tritax. Subject to certain conditions, an additional contingent out payments (under the put and call options) and the fair value of the
deferred earn-out is expected to be payable to acquire the remaining 40% of expected non-discretionary allocation of profit payments to the holders of the
membership interests in Tritax should the selling partners choose to exercise 40% membership interests up to the expected date of the exercise of the
put options in each of the years ended 31 March 2024, 31 March 2025 and 31 options.
March 2026. The amount payable is linked to the EBITDA of the Tritax business

in the relevant period. abrdn has the right to purchase any outstanding
interests at the end of the five-year period through exercising a call option.

Analysis was required to determine the appropriate accounting in relation to The Committee also discussed judgements relating to the recognition and
the 40% of membership interests in Tritax subject to put and call options. valuation of intangibles and agreed with management that the material

intangibles recognised should be in relation to Tritax's investment management
contracts with Tritax Big Box REIT plc and Tritax Euro Box plc which are

listed closed-end real estate funds. The Committee agreed that a useful life
In addition there were a number of estimates relating to the acquisition of 13 years was reasonable and that other assumptions were within a reasonable
including: range. See Note 14 for further details.

- The fair value of contingent consideration.

- The determination and valuation of separately identifiable intangibles. The Committee challenged management's assumptions underlying the fair value of
contingent consideration both at the date of acquisition and at 31 December
2021. The Committee noted and supported that disclosures of sensitivities to
key assumptions would be provided given the inherent uncertainties in the
valuation. See Note 39 for further details.
UK defined benefit pension plan
In compiling a set of financial statements, it is necessary to make some The Committee considered the proposed assumptions taking into account market
judgements and estimates about outcomes that are dependent on future events. data and information from pension scheme advisors. In relation to inflation
This is particularly relevant to the defined benefit pension plan surplus the Committee considered the long-term gap between the Retail Price Index
which is inherently dependent on how long people live and future economic (RPI) and the Consumer Price Index (CPI), as pensions in payment are generally
outcomes. linked to CPI, taking into account the 2020 announcements relating to the

future of RPI. The Committee concurred with management and their actuarial
advisors that mortality assumptions should not be updated for COVID-19 at this

point as the impact on long term mortality rates for pension scheme members
For the UK defined benefit pension plan, the Committee reviewed the was not clear.
assumptions for mortality, discount rate and inflation.

The Committee also considered reporting from the External auditors and related
benchmarking of the pension scheme assumptions.

Note 33 of the Group financial statements provides further details on the
actuarial assumptions used, and sets out the impact of mortality, discount
rate and inflation sensitivities. Note 33 also provides details on the
accounting policy applied and accounting policy judgements relating to the
Group's assessment that it has an unconditional right to a refund of a
surplus, and the treatment of tax relating to this surplus.

Significant accounting estimates, judgements and assumptions for the year How the Audit Committee addressed
ended 31 December 2021
these significant accounting estimates and assumptions
Investments in associates
During 2020 the Group's holding in Phoenix reduced to 14.4%. As detailed in The Committee discussed the implications of the announcement on
the 2020 Audit Committee report, during 2020 Phoenix was considered to be an
23 February 2021 relating to the simplification and extension of the strategic
associate notwithstanding that the holding was significantly less than 20%. partnership with Phoenix. The Committee agreed that following the changes to
The classification as an associate was based on significant influence from the the commercial agreements, in particular in relation to the licensing of the
contractual relationships with Phoenix, including the licencing to Phoenix of 'Standard Life' brand, Phoenix should no longer be accounted for as an
the Standard Life brand, and the Group's Board representation on the Phoenix associate with effect from 23 February 2021, and should instead be accounted
board. for as an investment at fair value. Note 15 provides further details.

In February 2021, abrdn announced a simplification and extension of the The Committee noted that following the sale, abrdn's rights to Board
strategic partnership with Phoenix. Determining whether Phoenix should representation were reduced from two Directors to one and that accounting
continue to be classified as an associate following this announcement was a standards had a rebuttable assumption that a shareholding of less than 20%
critical accounting policy judgement in relation to 2021. does not give rise to significant influence. The Committee concurred with

management's judgement that HDFC AMC should no longer be considered an
associate and that therefore accounting as an investment was appropriate,

giving rise to a significant increase in the carrying value (to fair value)
In September 2021 abrdn announced the sale of shares in HDFC AMC reducing and a significant gain in the 2021 income statement.
abrdn's shareholding from 21.2% to 16.2%. Judgement was required to consider
whether HDFC AMC should continue to be classified as an associate or should be
accounted for as an investment at fair value.

Investments in subsidiaries

In relation to the abrdn plc Company only accounts, The Committee discussed the investments in subsidiaries impairment assessment

with management and the External auditors and agreed that there was an
an assessment is made at each reporting date as to whether there are any indicator of impairment in relation to the investment in AAM PLC, noting that
indicators of impairment in relation to investments in subsidiaries. At year all other investments in subsidiaries (with the exception of aFPL) were
end 2021 management noted that the Company's net assets attributable to supported by financial assets, or other relevant analysis. The Committee
shareholders of £5.9bn were higher than the Company's market capitalisation agreed that no impairment was required based on the AAM PLC value in use, and
of £5.3bn. This was considered an indicator of impairment in relation to the supported that disclosure was made in the Company accounts to set out that
Company's largest investment in its subsidiary AAM PLC, which had a carrying appropriate consideration had been given to the Company net assets being
value of £2.1bn at 31 December 2021, and therefore a value in use was higher than the market capitalisation.
determined for this investment.

The Committee also reviewed and challenged the assumptions relating to the
Management also noted indicators of impairment in relation to the Company's recoverable amount of aFPL and agreed with management that an impairment of
investment in abrdn Financial Planning Limited (aFPL). £45m was appropriate. See Note A of the Company financial statements in

Section 8 for further details.

Principal risks are disclosed in the Strategic report and recommended to the
Board by the Risk and Capital Committee. The Committee was satisfied that the
estimates and quantified risk disclosures in the financial statements were
consistent with the Strategic report. The Committee concluded that appropriate
judgements had been applied in determining the estimates and that sufficient
disclosure had been made to allow readers to understand the uncertainties
surrounding outcomes.

Fair, balanced and understandable

The Committee supported the financial reporting team's continued aim to draft
the Annual report and accounts to be 'fair, balanced and understandable'.

abrdn's principles

To create clarity around what abrdn means when it talks of being fair,
balanced and understandable, a set of principles was developed, which can also
act as an organisational definition for each aspect:

Fair - The narrative contained in the Annual report and accounts is honest and

accurate.
'We are being open and honest in the way we present our discussions and

analysis, and are providing what we believe to be an accurate assessment of - The key messages in the narrative in the Strategic report and Governance
business and economic realities.' sections of the Annual report and accounts reflect the financial reporting
contained in the financial statements.

- The Key Performance Indicators (KPIs) for the period are consistent with
the key messages outlined in the Strategic report.
Balanced - The Annual report and accounts presents both successes and challenges

experienced during the year and, as appropriate, reflects those expected in
'We are fully disclosing our successes, the challenges we have faced in the the future.
period, and the challenges and opportunities we anticipate in the future - all

with equal importance and at a level of detail that is appropriate for our - The level of prominence we give to successes in the year versus
stakeholders.' challenges faced is appropriate.

- The narrative and analysis contained in the Annual report and accounts
effectively balances the information needs and interests of each of our key
stakeholder groups.
Understandable - There is a clear and easy to understand framework to the Annual report

and accounts.
'The language we use and the way we structure our report is helping us present

our business and its performance clearly - in a way that someone with a - The layout is clear and consistent and the language used is simple and
reasonably informed knowledge of financial statements and our industry would easy to understand (industry specific terms are defined where appropriate).
understand.'

- There is a consistent tone across and good linkage between all sections
in a manner that reflects a complete story and clear signposting to where
additional information can be found.

Activities

An Internal Review Group (IRG) is in place which reviews the Annual report and
accounts specifically from a fair, balanced and understandable perspective and
provides feedback to our financial reporting team on whether it conforms to
our standards. The members of the IRG are independent of the financial
reporting team and include colleagues from Investor Relations, ESG reporting,

Risk, Communications and Strategy.

The key points discussed by the IRG covered:

- The clarity of sustainability/climate change reporting.

- The impact of markets on profitability.

- The balance of reporting on investment performance and net flows.

- How previously reported matters had been updated.

Fair, balanced and understandable guidance was provided to all key
stakeholders involved in the Annual report and accounts production process .

We, as an Audit Committee, reviewed the messaging in the Annual report and
accounts, taking into account material received and Board discussions during
the year.

Three drafts of the Annual report and accounts 2021 were reviewed by the Audit
Committee at three meetings. The Committee complemented its knowledge with
that of executive management and the Internal and External auditors. An
interactive process allowed each draft to embrace contributions.

Our Annual report and accounts goes through an extensive internal verification
process of all content to verify accuracy.

The Committee also reviewed the use and presentation of APMs which complement
the statutory IFRS results. This review considered guidelines issued by the
European Securities and Markets Authority in 2016 and the thematic reviews by
the Financial Reporting Council (FRC). A Supplementary information section is
included in the Annual report and accounts to explain why we use these metrics
and to provide reconciliations of these metrics to IFRS measures where
relevant. This section also provides increased transparency over the
calculation of reported financial ratios.

Adjusted operating profit and adjusted profit before tax are key profit APMs.
In early 2021 the Committee discussed proposed changes to the definition of
adjusted profit before tax which changed the treatment of associates and joint
ventures. The Committee agreed that the changes made the results more
understandable following the reclassification of HDFC Life and Phoenix from
associates to equity investments, and supported the publication of a press
release in Q1 2021 which set out the revised definition together with the new
segments. The Committee also agreed that adjusted operating profit, which is
reported at segment level, should be the primary profit APM going forwards.
The Committee considered whether the allocation of items to adjusted operating
profit was in line with the defined accounting policies, consistent with
previous practice and appropriately disclosed. Where there were judgemental
areas, such as in relation to certain costs relating to rebranding, the
Committee specifically reviewed the proposed treatments and ensured that the
Annual report and accounts provided appropriate disclosures.

We agreed to recommend to the Board that the Annual report and accounts 2021,
taken as a whole, is fair, balanced and can be understood by someone with a
reasonably informed knowledge of financial statements and our industry.

Prudential reporting

In H1 2021 the Group published Pillar 3 reporting under CRD IV. The Committee
reviewed the Pillar 3 report and papers which set out the control and
verification processes followed in the compilation of the report.

The Committee also considered disclosures relating to CRD IV results included
in the Strategic report section of the Annual report and accounts and half
year reporting, together with related assurance over these disclosures. The
Committee supported also presenting regulatory results on the basis that now
applies under the Investment Firm Prudential Regime.

Internal controls

As noted earlier, the Directors have overall responsibility for the Group's
internal controls and for ensuring their ongoing effectiveness. This does not
extend to associates and joint ventures. Together with the Risk and Capital
Committee, the Committee provides comfort to the Board of their ongoing
effectiveness.

Internal audit regularly reviews the effectiveness of internal controls and
reports to the Committee and the Risk and Capital Committee.

The Finance function sets formal requirements for financial reporting which
apply to the Group as a whole, defines the processes and detailed controls for
the consolidation process and reviews and challenges reporting submissions.
Further, the Finance function runs a Technical Review Committee and is
responsible for monitoring external technical developments.

The control environment around financial reporting will continue to be
monitored closely.

Financial crime and whistleblowing

The Committee receives regular updates from the Head of Anti-Financial Crime
who reports on compliance with the Group's Anti-Financial Crime and
Anti-Bribery policy, and any other activities associated with financial crime,
including fraud risk. During 2021, the Committee spent time considering the
implementation of the Anti-Money Laundering (AML) Transformation programme,
the objectives of which are to standardise, strengthen and embed sustainable
and effective controls to mitigate AML risks across the Group. For each
vector, the programme is focusing on the global standards over customer due
diligence, customer risk assessment, Politically Exposed Persons and sanction
screening and transaction monitoring.

Our people are trained via mandatory training modules to detect the signs of
possible fraudulent or improper activity and how to report concerns either
directly or via our independent whistleblowing hotline. The Committee Chairman
is the designated whistleblower's champion and the Committee receives regular
updates on the operation of the whistleblowing procedures (Speak Up) from the
Conduct and Conflicts Oversight Manager. The anonymised reports include a
summary of the incidents raised as whistleblowing, and information on
developments of the arrangements in place, to ensure concerns can be raised in
confidence about possible malpractice, wrongdoing and other matters.

The Committee oversees the findings of investigations and required follow-up
action. If there is any allegation against the Risk or Internal audit
functions, the Committee directs the investigation. The Committee is satisfied
that the Group's procedures are currently operating effectively. The Committee
Chairman reports to the Board on the updates the Committee receives.

3.1.3 Internal audit

The role and mandate of the Internal audit function is set out in its Charter,
which is reviewed and approved by the Committee annually. Whilst Internal
audit maintains a relationship with the External auditors, in accordance with
relevant independence standards, the External auditors do not place reliance
on the work of Internal audit.

The Internal Audit plan is reviewed and approved by the Committee annually,
but is flexed during the year to respond to internal and external
developments. The function's coverage aligns to the Group's activities and
footprint, taking account of local Internal Audit requirements.

The Committee formally assess the effectiveness of the function via a
scorecard, which is aligned to the Group's objectives, along with assessing
its independence and quality assurance practices. Independent external reviews
are also undertaken at regular intervals. The most recent one was completed in
H2 2021 by Deloitte who assessed the abrdn Internal Audit function as having
the highest overall rating with conformance against all aspects of the
Institute of Internal Auditors' International Professional Practices Framework
(IPPF) and the Internal Audit Financial Services Code of Practice (the
Standards). Two areas for improvement were identified against the Standards
(skillset and resourcing and scope of quality assurance) and actions are
underway to address them. The Committee met specifically to review the results
of the external report and to agree the proposed actions of the Internal Audit
team to take forward the recommendations.

Regular reporting is provided to the Committee to illustrate plan progress,
and the status of implementation of recommendations. The Committee's own
review of the function in 2021 was positive and supports the continuous
evolution and enhancement of the function.

The Chief Internal Auditor reports to the Committee Chairman. During the year,
regular dialogue takes place between the Committee Chairman and the Chief
Internal Auditor. During 2021, the Committee oversaw the succession process to
the Chief Internal Auditor, initially through an interim appointment, and
subsequently, by approving the appointment of a permanent successor. 3.1.4
External auditors

The appointment

The Committee has responsibility for making recommendations to the Board on
the reappointment of the External auditors, determining their independence
from the Group and its management and agreeing the scope and fee for the
audit. Following its review of KPMG's performance, the Committee concluded
that there should be a resolution to shareholders to recommend the
reappointment of KPMG at the 2022 AGM.

The Committee complies with the UK Corporate Governance Code, the FRC Guidance
on Audit Committees with regard to the external audit tendering timetable, the
provisions of the EU Regulation on Audit Reform, and the Competition and
Markets Authority Statutory Audit Services Order with regard to mandatory
auditor rotation and tendering. The Committee will continue to follow the
annual appointment process but does not currently anticipate re-tendering the
audit before 2026. The audit was last subject to a tender for the financial
year ended 31 December 2017.

The Senior Statutory Auditor is Jonathan Mills, who, having been appointed
since 1 January 2017, is completing his fifth audit as the lead audit partner.
Recognising the rotational requirements to appoint a new lead audit partner
for financial year 2022, during 2021 the Committee met and evaluated the
experience and credentials of the potential candidates to succeed Jonathan
Mills, and agreed a plan with KPMG on how to evolve the audit team to ensure a
smooth handover. The Committee supported the appointment of Richard Faulkner
as Senior Statutory Auditor for FY 2022.

Auditor independence

The Board has an established policy (the Policy) setting out which non-audit
services can be purchased from the firm appointed as External auditors. The
Committee monitors the implementation of the Policy on behalf of the Board.
The aim of the Policy, which is reviewed annually, is to support and safeguard
the objectivity and independence of the External auditors and to comply with
the revised FRC Ethical standards for auditors (Ethical Standards). It does
this by prohibiting the auditors from carrying out certain types of non-audit
services, and by setting out which non-audit services are permitted. It also
ensures that where fees for approved non-audit services are significant, they
are subject to the Committee's prior approval. KPMG has implemented its own
policy preventing the provision by KPMG of most non-audit services to FTSE 350
companies which are audit clients. A 70% fee cap on non-audit services to
audit clients is in place.

The services prohibited by the Policy are as set out in the FRC Revised
Ethical Standard 2019.

The Policy permits non-audit services to be purchased, following approval,
when they are closely aligned to the External audit service and when the
External audit firm's skills and experience make it the most suitable
supplier.

These include:

- Audit related services, such as regulatory reporting.

- Investment circular reporting accountant engagements.

- Attesting to services not required by statute or regulation (e.g.
controls reports).

- Other reports required by a regulator or assurance services relating to
regulatory returns.

- Sustainability reports audits/reviews.

- Fund merger assurance engagements, where the engagement is with the
manager and the external auditor is also the auditor of the fund.

During 2021 the Committee discussed the appointment of KPMG as Reporting
Accountants in relation to the proposed interactive investor acquisition Class
1 Circular. The Committee considered that the appointment of KPMG was
appropriate and were satisfied that the appointment did not impact auditor
independence. The Committee noted that the proposed appointment required KPMG
to seek a waiver from the FRC for exemption from the 70% cap on non-audit fees
in relation to a subsidiary of the group that is also a public interest
entity, albeit that the Reporting Accountant services were not provided to
this subsidiary. A waiver was not required in relation to the abrdn group.
KPMG applied for the waiver and it was granted.

KPMG has reviewed its own independence in line with these criteria and its own
ethical guideline standards. KPMG has confirmed to the Committee that
following its review it is satisfied that it has acted in accordance with
relevant regulatory and professional requirements and that its objectivity is
not impaired.

Having considered compliance with our Policy and the fees paid to KPMG, the
Committee is satisfied that KPMG has remained independent.

Audit and non-audit fees

The Group audit fee payable to KPMG in respect of 2021 was £5.1m (2020: KPMG
£5.2m). In addition £2.0m (2020: £2.3m) was incurred on audit related
assurance services. Fees for audit related assurance services are primarily in
respect of client money reporting and the half year review. The Committee is
satisfied that the audit fee is commensurate with permitting KPMG to provide a
quality audit and monitors regularly the level of audit and non-audit fees.
Non-audit work can only be undertaken if the fees have been approved in
advance in accordance with the Policy for non-audit fees. Unless fees are
small (which we have defined as less than £75,000), the approval of the whole
Committee is required.

Non-audit fees amounted to £2.1m (2020: £0.8m). This primarily comprised
£1.1m relating to the Reporting Accountant work on the Class 1 Circular
discussed above, and £0.8m (2020: £0.8m) relating to control assurance
reports, which are closely associated with audit work. The External auditors
were considered the most suitable supplier for these services taking into
account the alignment of these services to the work undertaken by External
audit and the firm's skill sets. The Committee specifically assessed whether
KPMG should be appointed as the Reporting Accountant with regard to the Class
1 transaction, and were comfortable that this appointment was appropriate. A
further £0.3m of non-audit fees were incurred in 2022 relating to these
Reporting Accountant services. The Committee also monitors audit and non-audit
services provided to non-consolidated funds and were satisfied fees for those
services did not impact auditor independence.

Further details of the fees paid to the External auditors for audit and
non-audit work carried out during the year are set out in Note 7 of the Group
financial statements.

The ratio of non-audit fees to audit and audit related assurance fees is 30%
(2020: 11%). The total of audit related assurance fees (£2m) and non-audit
fees (£2.1m) is £4.1m, and the ratio of these audit related assurance fees
and non-audit fees to audit fees is 80% (2020: 59%). As noted above the audit
related assurance fees are primarily fees in relation to required regulatory
reporting, where it is normal practice for the work to be performed by the
External auditor.

The Committee is satisfied that the non-audit fees do not impair KPMG's
independence.

Audit quality and materiality

The Committee places great importance on the quality of the External audit and
carries out a formal annual review of its effectiveness.

The Committee looks to the audit team's objectivity, professional scepticism,
continuing professional education and its relationship with management, all in
the context of regulatory requirements and professional standards.
Specifically:

- The Committee discussed the scope of the audit prior to its
commencement.

- The Committee reviewed the annual findings of the Audit Quality Review
team of the FRC in respect of KPMG's audits and requested a formal report from
KPMG of the applicability of the findings to abrdn both in respect of
generally identified failings and failings specific to individual audits. The
Committee was satisfied insofar as the issues might be applicable to abrdn's
audit, that KPMG had proper and adequate procedures in place for our audit.

- The Committee approved a formal engagement with the auditor and agreed
its audit fee.

- The Committee Chairman had regular meetings with the lead audit partner
to discuss Group developments.

- The Committee receives updates on KPMG's work and its findings and
compliance with auditor independence requirements.

- The Committee reviewed and discussed the audit findings including audit
differences prior to the approval of the financial statements. See the
discussion on materiality in the following paragraphs for more detail.

- The Committee also continued to monitor and discuss relevant external
matters in relation to KPMG as a firm.

KPMG adopted a blended working approach during most of the audit period. The
Committee discussed this with KPMG and were satisfied that it had not impacted
audit quality.

The Committee discussed the accuracy of financial reporting with KPMG both as
regards accounting errors that would be brought to the Committee's attention
and as regards amounts that would need to be adjusted so that the financial
statements give a true and fair view. Differences can arise for many reasons
ranging from deliberate errors (fraud etc.) to good estimates that were made
at a point in time that, with the benefit of more time, could have been more
accurately measured. KPMG have set overall audit materiality at £19m (2020:
£25m). This equates to approximately 3.5% of normalised profit before tax (as
set out in the KPMG independent auditors' report) and 6% of adjusted profit
before tax. This is within the range in which audit opinions are
conventionally thought to be reliable. To manage the risk that aggregate
uncorrected differences become material, the Committee supported that audit
testing would be performed to a lower materiality threshold for individual
reporting units. Furthermore, KPMG agreed to draw the Committee's attention to
all identified uncorrected misstatements greater than £0.95m (2020: £1.25m).
The aggregated net difference between the reported pre-tax profit and the
auditor's judgement of pre-tax profit was less than £6m which was less than
audit materiality. The gross differences were attributable to various
individual components of the consolidated income statement and balance sheet.
No audit difference was material to any line item in either the income
statement or the balance sheet. Accordingly, the Committee did not require any
adjustment to be made to the financial statements as a result of the audit
differences reported by the External auditors.

KPMG has confirmed to the Committee that the audit complies with their
independent review procedures.

3.2 Risk and Capital Committee report

I am pleased to present my report as Chairman of the Risk and Capital
Committee.

The Risk and Capital Committee supports the Board in providing effective
oversight and challenge of risk management and the use of capital across the
Group so as to ensure that we meet the expectations of our shareholders,
regulators and clients.

While the risk environment remains at an elevated level as a result of ongoing
business transformation activity and a challenging market environment, the
Committee accepted management's assessment that the risk outlook for the Group
had reduced materially from prior years.

A key area of focus for the Committee during 2021 was our response to managing
the impacts of the global COVID-19 pandemic on our clients, people and
business. We successfully established new ways of working to support our
customers and the delivery of our business plan and we managed the impacts of
the difficult economic environment.

Throughout 2021 the Committee continued to review and challenge key activities
undertaken by the business and advise the Board on these, including:

- Evolution of the Enterprise Risk Management (ERM) framework.

- Key components of the Group's ICAAP and the Group's capital and
liquidity.

- Management of the risks arising from the firm's third party
relationships.

- Key project updates from the transformation activity across the Group.

- Conduct risks across our three growth vectors and the Group's approach
to vulnerable customers.

- The Group's activity to complete the transition from LIBOR-based
reference rates.

- Implementation of the UK's Investment Firms Prudential Regime (IFPR) for
the Group and its key entities.

- Work to develop our approach to managing cyber resilience in line with
the US National Institute of Standards and Technology (NIST) framework.

- The Group's exposure to emerging risks including climate change.

Furthermore the Committee has closely monitored developments from our
regulators across the world as they have responded to the challenges brought
about by the COVID-19 pandemic and progressed the regulatory agenda including
in the areas of operational resilience, liquidity and third party risk
management.

Further details on this and other activities carried out by the Committee
during the year can be found in the report that follows.

Martin Pike

Chairman, Risk and Capital Committee

Membership

All members of the Risk and Capital Committee are independent non-executive
Directors. For their names, the number of meetings and committee member
attendance during 2021, please see the table on page 82.

The Committee meetings are attended by the Chief Risk Officer. Others invited
to attend on a regular basis include the Chief Executive Officer, the Chief
Financial Officer, Chief Operating Officer, Group General Counsel and the
Chief Internal Auditor, as well as the External auditors.

Regular private meetings of the Committee's members have been held during the
year providing an opportunity to raise any issues or concerns with the
Chairman of the Committee. The Committee's members have also held regular
private meetings with the Chief Risk Officer and have been given additional
access to management and subject matter experts outside of the Committee
meetings in order to support them in gaining an in-depth understanding of
specific topics.

Key responsibilities

The Company's purpose results in opportunities and exposure to a range of
risks and uncertainties. Understanding and actively managing the sources and
scale of these opportunities and risks are key to fulfilling

this purpose.

The role of the Committee is to provide oversight and advice to the Board, and
where appropriate, the board of each relevant Group company on:

- The Group's current risk strategy, material risk exposures and their
impact on the levels and allocations of capital.

- The structure and implementation of the Group's ERM framework and its
suitability to react to forward-looking issues and the changing nature of
risks.

- Changes to the risk appetite framework and quantitative risk limits.

- Risk aspects of major investments, major product developments and other
corporate transactions.

- Regulatory compliance across the Group.

Further detail on the work performed in each of these areas is set out in the
report below.

The Committee's work in 2021

Overview

The Committee operates a dynamic agenda and uses each meeting to consider a
range of recurring items as well as other items that are more ad hoc and/or
more forward-looking in nature. An indicative breakdown as to how the
Committee spent its time is shown below:

Diagram removed for the purposes of this announcement. However it can be
viewed in full in the final document.

The key recurring items which were considered by the Committee are:

- The 'Views on Risk' report which provides a holistic assessment from the
Chief Risk Officer of the key risks and uncertainties faced by the Group's
businesses and the actions being taken to manage these.

- Ongoing activity to enhance and develop abrdn's ERM framework, for
example the Risk Appetite and Policy frameworks.

- Performance of the Group's ICAAP processes in accordance with the
Capital Requirements Directive including the firm's stress and scenario
testing programme. The ICAAP has supported the Committee in understanding
changes to the risk profile of the Group and the capital position over the
course of the year.

- Evolution of regulatory responsibilities under IFPR.

Through these recurring activities the Committee was able to challenge
management's assessment of risks and to oversee the key actions being taken to
manage these risks.

In addition to reviewing these recurring items the Committee provided
oversight of a broad range of topics in 2021. This included consideration of:

Jan-Mar - Advice provided to the Remuneration Committee regarding the delivery of
performance in 2020 relative to risk appetites.

- Findings included in the 2020 Internal controls report issued for
Aberdeen Standard Investments.

- Monitoring of risks related to overall transformation and integration
activities.

- Emerging risks to the Group.

- Conduct risks for the Personal vector.

- abrdn's approach to vulnerable customers.

- abrdn's approach to fund governance.

- Managing and monitoring conflicts of interest.

- Review of abrdn's principal risks and risk disclosures for the Annual
report and accounts.
Apr-Jun - Proposed changes to the risk appetite framework.

- Conduct risks for the Adviser vector.

- Conduct risks related to cannabis investments.

- abrdn's securities lending programme.

- Thematic review of pensions transfer-related activity.

- Cyber risks including the Group's resilience maturity against the NIST
framework.

- Assessment of political and reputational risks.

- Review of the remit of the Risk & Compliance function.

- The liquidity risk management framework.
Jul-Sep - Reviewing abrdn's approach and activity in relation to the FCA's Conduct
Questions.

- abrdn's product strategy including in relation to seed capital and
co-investment.

- Procurement transformation programme.

- LIBOR transition programme.

- The Senior Managers and Certification Regime.
Oct-Dec - Conduct risks for the Investments vector.

- Completion of the LIBOR transition programme.

- The management of IT obsolescence.

- Operational resilience programme activity.

- Review of abrdn wind-down plan and triggers.

- Data privacy management.

- Implementation of the Investment Firms Prudential Regulation.

- 2021 combined second and third line assurance plan.

After each meeting, the Committee Chairman reports to the Board, summarising
the key points from the Committee's discussions and any specific
recommendations.

Risk exposures and risk strategy

abrdn's risk appetite framework provides a common framework to enable the
communication, understanding and control of the types and levels of risk that
the Board is willing to accept in its pursuit of the strategy of the Group,
including the business plan objectives and the capital and liquidity it
requires.

The Committee has received regular reporting through the Views on Risk report
on each of the Group's 12 principal risks including risk dashboards,
commentary and management information.

The Committee reviewed and proposed updates to the risk appetite framework to
ensure that the risk appetites and risk limits reflected changes to the risk
profile in view of the external environment and ongoing transformation of the
business. In particular additional metrics for Operational Risk and Third
Party Management were created to strengthen our management of impacts caused
by the COVID-19 pandemic.

Through reviewing this reporting the Committee supports the Board by
monitoring risks relative to applicable risk appetites and the resilience of
the capital position under current and stressed conditions. Key items that the
Committee discussed during the year in this context included:

- Risks that have emerged as a result of the global COVID-19 pandemic.

- Risks associated with the delivery of the business plan.

- Enhancements to components of the Group's risk appetite framework.

- The abrdn ICAAP report.

- Steps taken to strengthen the conduct risk framework.

- The management of cyber risk across the Group.

- The approach to management of the Group's liquidity risk framework.

Stress testing and scenario analysis performed in 2021 also supported the
Committee in understanding, monitoring and managing the risk and capital
profile of the business under stressed conditions. This provided a
forward-looking assessment of resilience to potentially significant adverse
events affecting key risk exposures and comprised:

- Individual stresses - looking at stresses to a range of financial
variables in isolation.

- Combined stress scenarios - looking at simultaneous stresses impacting
on economic conditions, flows and idiosyncratic factors specific to the Group.

- Reverse stress testing - considering extreme but plausible events,
including as a result of operational, conduct or reputational risks, that have
the potential to cause the business to become unviable.

The Committee reviewed the results of the stress testing and scenario analysis
that was performed. This included reviewing the results of one scenario which
was explored as part of the reverse stress testing exercise: the failure of
our main third party provider of administration services that support the
Group's trading. Based on the results of the stress testing and scenario
analysis, the Committee concluded there was no requirement for the business to
reduce its risk exposures and that the business was resilient to extreme
events as a result of the robust controls, monitoring and triggers in place to
identify events quickly and the range of management actions available to help
mitigate their effects.

Enterprise Risk Management (ERM) framework

During the year the business continued to evolve the ERM framework used to
identify, assess, control and monitor the Group's risks.

The Committee has obtained assurance regarding the operation of the ERM
framework through its review of regular content within the Views on Risk
report. In particular we have used our review of the various risk and capital
dashboards, including the consolidated dashboard on key conduct risk
indicators and board risk appetite metrics to understand the Group's risk
profile and the effectiveness of the framework in supporting the management of
these risks.

The Committee receives reporting from the Risk and Compliance function on the
results of the quarterly risk management survey of regional and functional
executives which is used to support identification of key risks facing the
business. The completion of this survey along with subsequent discussion of
the results by the Executive Leadership Team helps to drive greater risk
awareness and accountability. Furthermore, through reviewing the results of
the survey, the Committee has been able to ensure there is appropriate focus
on the key risks facing the business.

Exceptions-based reporting is provided to the Committee through the Views on
Risk report setting out any matters of significance in respect of the results
of policy compliance reporting and actions being taken in response to risk
events. These two items also support the Committee in performing its oversight
of the ERM framework.

The Committee also receives regular reporting from the Chief Internal Auditor
which provides an independent assessment of the internal control environment
relating to the operation of the framework.

Regulatory developments and compliance

The Committee reviews and assesses regulatory compliance plans detailing the
planned schedule of monitoring activities to be performed by the Risk and
Compliance function to ensure there is appropriate coverage. Regular updates
on key findings from regulatory compliance activity and progress against the
plan were reported to the Committee through the Views on Risk report.

As a Committee we have closely monitored global regulatory developments to
understand and anticipate potential implications for the Group and the wider
financial services sector. In particular the Committee paid close attention to
developments in connection to COVID-19, Operational Resilience, LIBOR
transition, the Investment Firms Prudential Regulatory Regime and new
sustainability regulations including the EU Sustainable Finance Disclosure
Regulation.

Governance arrangements

The Committee has continued to refer to the work of those non-executive risk
committees operating in subsidiary companies to provide oversight and
challenge of risks within those subsidiaries. This has included the risk
committees in place for abrdn Life and Pensions Limited, Standard Life Savings
Limited and Elevate Portfolio Services Limited.

The Committee receives updates from and reviews the minutes of these
committees in order to maintain awareness and oversight of risks across the
Group. The Committee also reviews the terms of reference for these committees
in order to ensure their remit is suitably aligned. In addition to the
Committee reviewing reporting from the subsidiary risk committees,
arrangements also exist for the Committee's Chairman to attend those
subsidiary risk committees on request.

During the year the Committee provided advice to the Remuneration Committee
regarding the delivery of performance in the context of incentive packages. In
particular, the Committee considered whether performance had been delivered in
a manner that was consistent with the Group's strategy, risk appetite and
tolerances, and capital position. The provision of this advice helps ensure
the Group's overall remuneration practices are aligned to the business
strategy, objectives, culture and long-term interests of the Group and that
individual remuneration is consistent with, and promotes, effective risk
management.

Committee effectiveness

The Committee reviews its remit and effectiveness annually. The 2021 review
was conducted internally by the Company Secretary meeting with each of the
Committee members. As well as general observations, the key performance areas
considered were:

- The comprehensiveness of the Committee's agendas against members'
expectations.

- How effectively agenda items were presented, discussed and time managed.

- The quality and level of detail in the papers.

- The Committee's thoughts on the role of the 2nd line of defence and how
it might continue to develop.

- How well the Committee met its objectives and reported to the Board.

- How effectively the Chairman discharged their responsibilities.

The Committee members did not raise any material issues or concerns regarding
the above areas or the overall effectiveness of the Committee during 2021. The
Committee was encouraged by the move of the investment risk team to come under
the CRO's remit and were keen to learn more about the work of the investment
risk team. Acknowledging the amount of time the Committee spends on regulatory
risk, going forward, the Committee aims to spend more time on the
inter-connectedness of the holistic business risks the Company runs and
manages, as the agendas allow. The Committee also encouraged the Risk Team to
make more use of two-way secondment opportunities with business colleagues, so
that both the risk team and the business learn from each other, and this
business-partnering approach could further strengthen the quality of the
information presented to the Committee. The Committee members were supportive
of the Chairman's role in managing the challenging number of matters which
fall in the Committee's remit.

3.3 Nomination and Governance Committee report

The Committee's key priorities this year were to support the Board's
succession planning, maintain effective board governance processes during the
pandemic and continue to oversee the development of talent and leadership
initiatives.

Governance Framework

We have continued to review our governance framework against the Code
principles and provisions. The Committee did not make any fundamental changes
to our governance framework in 2021 but we did approve some detailed changes
to reflect the Board's reporting responsibilities arising from the change from
CRD IV to IFPR. Hannah Grove succeeded Melanie Gee on 1 November 2021 as our
designated Board Employee Engagement NED and you can read more about this
programme on page 73.

Board evaluation

Having commissioned externally facilitated reviews in 2018 and 2019, as we did
in 2020 we carried out our Board review internally in 2021 and you can read
about the process and its outcomes on page 79.

Culture, Diversity and Inclusion

Continuing to build on the transformation activity across the business, the
Committee has received updates on the work to oversee the Group's culture,
diversity and inclusion programmes and considered the ELT's initiatives to
implement these throughout the organisation. You can read more about this
below and on pages 38 and 39.

Talent and Leadership

The Committee spent time hearing from the Talent and Organisation
Effectiveness team supporting and challenging its plans to deliver effective
leadership, talent and performance management across the Group.

Board composition

The Committee supported our Director succession and appointment processes. As
I have covered already in my Chairman's statement, I am pleased to have
welcomed Hannah Grove and Catherine Bradley to the Board and following on from
the upcoming retirement of Jutta af Rosenborg and Martin Pike in May, I look
forward to welcoming Mike O'Brien and Pam Kaur in due course.

The Board continues to emphasise the importance of strong governance and I
look forward to updating you on this in future reports.

Sir Douglas Flint

Chairman and Chairman of the Nomination and Governance Committee

Membership

The members of the Committee are the Chairman and a number of the independent
non-executive Directors. For their names, the number of meetings and committee
member attendance during 2021, please see the table on page 82.

Stephen Bird, in his CEO role, was invited to Committee meetings to discuss
relevant topics, such as the roles within and membership of the ELT, talent
development and management succession.

The Committee's role is to support the composition and effectiveness of the
Board, and oversee the Group's activities to strengthen its talent pipeline.
It also oversees the ongoing development and implementation of the Group's
governance framework.

In this report and other parts of the corporate governance statement you can
read about the Committee's role in relation to its key responsibilities.

Key responsibilities:

- Identifying and recommending Directors to be appointed to the Board and
the Board Committees.

- Reviewing and assisting in the development and implementation of the
Company's culture, diversity and inclusion activities.

- Reviewing Board diversity, skills and experience.

- Supporting the process and output of the Board's effectiveness review.

- Overseeing succession planning, and leadership and talent management
development throughout the Group.

- Considering how the Group should comply with current and upcoming
corporate governance requirements, guidance and best practice and relevant
directors' duties.

The Committee reports regularly to the Board so that all Directors can be
involved in discussing these topics as appropriate. The Committee's work in
2021

An indicative breakdown as to how the Committee spent its time is shown below:

Jan-Mar - Reviewed compliance with the UK Corporate Governance Code for the 2020
ARA.

- Considered the diversity and inclusion 2021 priorities.

- Reviewed the Board Charter and Committees' terms of reference.

- Agreed the NED mentoring programme and pairings for 2021.
Apr-Jun - Reviewed the recommendations to shareholders to re/elect Directors at
the AGM.

- Reviewed the continued appointment of Cathi Raffaelli and Sir Douglas
Flint at the end of their first three-year term.

- Received the half year update on the Culture, Diversity and Inclusion
action plans.

- Reviewed ELT succession planning.

- Recommended the appointment of Hannah Grove.

- Reviewed progress on the recommendations from the 2020 Board
effectiveness review.

- Reviewed the revised approach to 2022 ESG external reporting, including
the Stewardship Code.
Oct-Dec - Received the full-year update on the Culture, Diversity and Inclusion
action plans.

- Approved the process for the 2021 Board Effectiveness Review.

- Reviewed ELT and senior leadership succession planning.

- Recommended the appointment of Catherine Bradley.

- Agreed the revisions to the Board Charter.

- Reviewed progress on Talent and Leadership development activities.

- Received the regular update on the activities of the abrdn Financial
Fairness Trust.

An indicative breakdown as to how the Committee spent its time is shown below:

Diagram removed for the purposes of this announcement. However it can be
viewed in full in the final document.

Board appointments

The Committee discusses the skills, experience and capabilities needed for
particular Board roles. This recognises the need to secure a pipeline of
potential successors to be able to chair the Board Committees, and also the
need to plan ahead to take account of the length of time served on the Board
by the current independent NEDs. In addition, it also recognises the skills
which the Board will need as it moves forward to oversee the implementation of
its approved strategy and takes account of the Group's commitments to achieve
and maintain its published Board diversity targets.

An external search consultant is then requested to prepare a list of suitable
candidates. From that, the Committee agrees a shortlist. Following interviews
with potential candidates, the Committee makes recommendations to the Board on
any proposed appointment, subject always to the satisfactory completion of all
background checks and regulatory notifications or approvals. Part of this
includes considering the external commitments of candidates to assess their
ability to meet the necessary time commitment and whether there are any
conflict of interests to address.

The Committee also oversees the process to recommend continued appointments,
but members of the Committee do not take part in discussions when their own
performance - or continued appointment - is being considered. Cathi Raffaeli's
and Sir Douglas Flint's continued appointments were reviewed during the year
and the Committee agreed that they continued to meet all independence and time
commitment expectations and recommended to the Board that they should continue
their appointments for a second term.

Succession planning and talent management activities

The Committee regularly reviews the results of succession planning activities,
including key person and retention risk, and talent development programmes
across the Group.

In particular, the Committee discussed the future leadership and talent needs
of the Group and how the current programmes would be revised to take account
of the skills and expertise required by the Board and the ELT. The programmes
recognise the changing shape of the Group, and also identify both the talent
available within the Group and the need for external recruitment. The Talent
and Change agenda is led by the CPO, with input from the CEO.

The Committee spent time looking at the strategic priorities of the talent
team to:

- Bring the best possible people into the organisation.

- Enable people to be the best they can.

- Create the best possible environment for our people to thrive.

and discussed the team's progress to deliver initiatives to support early
careers, talent acquisition, future talent, core capabilities and behaviours
and effective performance management.

The Committee continued its NED mentoring programme which allows each NED to
get to know two or three members of the next generation of talent through
individual meetings which take place over the course of the year and evolve
based on the needs of each individual being mentored. Having received positive
feedback from both mentors and mentees, this will continue in 2022.

Board evaluation

The Committee has a key role in supporting the Board evaluation process. You
can read about the 2021 review on page 79. During the year, the Committee
reviewed the progress to implement the recommendations of the 2020 review.

Culture, Diversity and inclusion

The Committee and the Board have spent time with the CEO and the Chief People
Officer understanding their plans to strengthen and develop the measurement
and reporting of culture across the Group. The key elements of a future-ready
culture have been agreed as including:

- Authentic leaders who feel connected to strategy.

- Accountability, with swift and effective decision-making.

- Client-centricity.

- Shared ownership of talent.

- Reward that links pay to performance.

- Career opportunity, development and coaching.

Initiatives to support delivery of this include a new technology enabled
culture engagement tracking tool and a measurement dashboard for internal and
external use. The Committee will look to see progress against these
initiatives during 2022 and will report on the progress it has seen in next
year's annual report and accounts.

The Committee also received the annual update from the Chairman and the CEO of
the abrdn Financial Fairness Trust and was pleased to hear of the grants made
and contributions to positive policy changes during 2021.

The Board's diversity statement is on page 78. The Committee has a key role in
supporting it through its oversight of culture, diversity and inclusion
activities. The Diversity and Inclusion Team attends the Committee at least
twice a year to report on progress to deliver against action plans and
initiatives. The Committee reviewed and supported the 2021 diversity and
inclusion priorities which provide the focus for the team's work throughout
the year. These are:

- Making diversity and inclusion part of our purpose.

- Maintaining inclusive ways of working.

- Attracting and developing diverse talent.

- Ensuring colleagues feel included and valued every day.

The Committee received advance sight of UK and US government-led diversity and
inclusion reporting including:

- HM Treasury Women in Finance Charter.

- UK Government's Hampton Alexander Review.

- US Federal Government's EEO-1 diversity data.

As well as supporting external indices and partnership reporting, the
Committee was keen to understand how the findings arising from contributing
our data to these reports were being taken forward by the executive leadership
team.

The Committee also reviewed and supported abrdn's response to the joint FCA,
PRA, and Bank of England Discussion Paper 'Diversity and Inclusion in the
financial sector - working together to drive change' and will continue to
review outcomes arising from this.

Progress against diversity targets for the Board and senior management are
included on pages 38 and 39.

ESG Reporting

During the year, the Committee supported abrdn's ESG external reporting by
reviewing the various reports in advance of their publication. The ESG reports
issued were:

- UK Stewardship Report - this was the first report on how abrdn had
applied the UK Stewardship Code as an investor. The FRC confirmed abrdn as a
signatory to the Stewardship Code.

- Sustainability Report - this was an annual report with ESG data,
activity and achievements across abrdn's operations and vectors, to bring to
life our brand values and our ESG priorities.

- Diversity and Inclusion Report - this standalone report supported the
requests from stakeholders for more in depth information on diversity and
inclusion.

The Committee members considered these reports in terms of their quality,
consistency and alignment with other relevant information, and their comments
strengthened the final reports.

Committee effectiveness

The effectiveness review was conducted internally by the Company Secretary
meeting each of the Committee members. As well as general observations, the
key performance areas considered were:

- The comprehensiveness of the Committee's agendas against members'
expectations.

- How effectively agenda items were presented, discussed and time managed.

- The quality and level of detail in the papers.

- How well the Committee met its objectives and reported to the Board.

- How effectively the Chairman discharged their responsibilities.

The Committee members did not raise any material issues or concerns regarding
the above areas or the overall effectiveness of the Committee during 2021.
Looking at the Committee's work to oversee talent and leadership, the
Committee was supportive of the progress made and the refreshed framework
which had been put in place and agreed that in 2022 it will review evidence
that the programmes were starting to deliver the next generation of talent.
The Committee also recognised the increasing external focus on, and challenges
brought by, collecting and disclosing diversity data. The Committee noted
that, as the Chief People Officer rolls out her plans, it will spend time in
2022 discussing how effectively culture was being measured and reported across
the Group.

3.4 Directors' remuneration report

Remuneration Committee Chairman's statement

This report sets out what the Directors of abrdn were paid in 2021 and how we
will pay them in 2022, together with an explanation of how the Remuneration
Committee reached its recommendations. Where tables and charts in this report
have been audited by KPMG LLP we have marked them as 'audited' for clarity.

The report is structured in the following sections:

- The annual statement from the Chairman of the Remuneration Committee.

- An overview of the 2021 remuneration outcomes and how we propose to
implement the remuneration policy in 2022.

- The annual remuneration report, which sets out in detail how the
remuneration policy was implemented in 2021.

Approval

The Directors' remuneration report was approved by the Board and signed on its
behalf by:

Jonathan Asquith

Chairman, Remuneration Committee

28 February 2022

Report contents

Page
At a glance - 2021 remuneration outcomes 103
2022 Remuneration policy implementation 104
2021 annual remuneration report 105
Shareholdings and outstanding share awards 107
Executive Directors' remuneration in context 110
Remuneration for non-executive Directors and the Chairman

113
The Remuneration Committee 115

Dear Shareholder

On behalf of the Board I am pleased to present the Directors' Remuneration
Report for the year ended

31 December 2021.

Introduction

Our Directors' Remuneration Report for 2020 received a 96% vote in favour from
shareholders at the 2021 AGM. I would like to thank our shareholders for their
continued strong support of our approach to remuneration matters and their
continued dialogue on these issues. Our current Directors' Remuneration Policy
('Policy') was designed to drive the delivery of our strategy through a simple
and transparent structure for executive remuneration with a focus on
sustainable long-term performance. It is now in its final year of operation
before being submitted to shareholders at the 2023 AGM. During 2022 the
Committee will take time to review the policy with a view to identifying any
areas where change would be desirable to ensure it remains fit for purpose for
the next phase of our strategy.

2021 was a significant year for abrdn. Most visibly, we launched our abrdn
brand, pulling together our expertise under a common external facing identity.
This was a significant milestone on our journey and involved much
collaborative work across the organisation. Alongside good progress on key
financial metrics, steps were taken to remove complexity from the business, as
set out in the Chief Executive Officer's review. There has also been a clear
focus on sustainability issues, and we have reflected this by incorporating
environmental targets in the executive Directors' bonus scorecards from 2022
to make sure this is an area where we hold ourselves to account.

In this year of ongoing challenge we have continued to drive forward our
reward agenda. Our end-of-year processes incorporated careful consideration of
remuneration outcomes to reflect the achievements and progress made during
2021 against our financial and non-financial KPIs. Consideration was also
given to broader stakeholder interests and the complex regulatory and social
landscape in which abrdn operates as we start to move to a post-pandemic
world. Our pay decisions have focused on encouraging and rewarding
contributions to the long term success and sustainability of our business.

Our performance in 2021 and alignment with remuneration

Against a mixed market background in 2021, financial performance has been
strong:

- Fee based revenue growth of 6%.

- A reduction in our cost/income ratio to 79% (from 85% in 2020).

- An increase in adjusted operating profit of 47%.

- An increase in adjusted diluted earnings per share to 13.7p (from 8.8p
in 2020).

Good customer performance was sustained across all three of our distinct
client facing vectors, reflected in positive customer feedback in Investments,
awards for our abrdn Wrap and Elevate Platforms and strong customer service
ratings for our Personal and Discretionary propositions.

How our remuneration policy was applied in 2021

Annual bonus

The 2021 executive Director bonus plan was designed and operated in line with
our Directors' Remuneration Policy to reward management for the efficient and
timely execution of a stretching 12 month plan agreed with the Board with a
majority focus (75%) on financial performance targets. General non-financial
performance objectives (20%) made up most of the balance, concentrating on the
achievement of desired outcomes in our relationships with our customers and
our people. The remaining 5% was reserved to reward the achievement of
specific personal targets set for each of the executive Directors. Full
details on our bonus outcomes against targets can be found on pages 105 and
106.

Financial performance (75%)

Financial targets were set with reference to the Board-approved plan. The 2021
scorecard was streamlined to focus on four key financial metrics to ensure the
alignment of performance with achievement against strategic priorities. Within
these measures, adjusted profit before tax was weighted at 35% of the total
scorecard, investment performance was weighted at 20% and the remaining
portion was equally split between net flows (10%) and transformation synergies
(10%).

The outcomes against these financial targets can be summarised as follows:

- Adjusted profit before tax was above our stretch target.

- Investment performance was strong, with the outcome between target and
stretch.

- Net flows were between threshold and target.

- Transformation synergies were fully realised, just above the stretch
target.

This resulted in an overall assessment of 62.5% out of a maximum of 75% on
financial measures.

Non-financial performance (25%)

The general non-financial measures focused on our Customers (12%) and our
People (8%) both of which are important to the sustainability of our business.

- Customer: performance was assessed for each of our three distinct
vectors: Investments, Adviser and Personal. The Committee took into account
more than 20 performance indicators in determining that overall performance
had been strong, with the outcome being agreed as 11.5% out of 12%.

- People: our performance against diversity targets improved compared to
2020 with a 1% increase in percentage female representation in our global
workforce while maintaining target achievement for our female representation
in CEO-1 and CEO-2 levels. Our employee engagement score fell short of
threshold performance, reducing the overall People score to 1.5% out of 8%.

This yielded an overall assessment of 13% out of a maximum of 20% achievement
on non-financial measures (excluding the personal performance outcome for each
executive Director).

Details on the Committee's assessment of individual performance against
personal objectives, which make up the final 5% of the bonus opportunity, are
provided on page 106. Stephen Bird was assessed to have met or exceeded his
objectives across a range of deliverables with a maximum 5% vesting and
Stephanie Bruce was judged to have met her objectives with a 4% outcome for
this element.

Remuneration Committee assessment

To assess whether the awards generated by the scorecard were fair in the
broader performance and risk context, the Committee reviewed the individual
components which contributed to the delivery of this performance and the
alignment of scorecard outcomes with the experience of a range of
stakeholders. The Committee considered, amongst other things:

- Input from the Risk and Capital Committee and the Audit Committee.
There were no items raised by these committees which warranted Remuneration
Committee intervention in executive Director outcomes for 2021.

- The wider workforce context, including a material increase to the 2021
distributable bonus pool compared to 2020.

- The shareholder experience during 2021, noting that the disappointing
performance of the share price during 2021 was already reflected in the
significant proportion of executive Director remuneration dependent on three
year Total Shareholder Return (TSR) via the Long Term Incentive Plan (LTIP).

- As in 2020, no application was made for government support to mitigate
the effects of COVID-19 and dividend payments to shareholders were maintained.

Taking these and other considerations into account, the Committee concluded
that the outcomes of the scorecard were fair and balanced and no adjustment to
them was needed or made.

Summarising these results, the Remuneration Committee approved the following
outcomes based on performance against targets:

Executive Director Final outcome 2021 total bonus (£000s)

(% of max)
Stephen Bird 80.5% 1,761
Stephanie Bruce 79.5% 642

Vesting of long term incentives

Stephanie Bruce -One-Off Deferred Award

As already disclosed in an RNS announcement on 11 August 2021, the
Remuneration Committee assessed the performance condition around the vesting
of the second tranche of the one-off deferred award made to Stephanie Bruce.
The Committee approved the vesting level at 100% of maximum. Further detail is
included on page 107.

No other long term incentive plans were due to vest for the current executive
Directors as a result of performance in periods ending on 31 December 2021.

The EIP awards granted in 2019 to former executive Directors were measured
against their underpin hurdles for the period ending 31 December 2021, with
final vesting being assessed at 25% of the maximum award. Full details of the
vesting outcome can be found on page 108.

2021 LTIP Award

LTIP awards were made to Stephen Bird and Stephanie Bruce on 9 April 2021.
Details of these awards are set out on page 108.

Policy implementation in 2022

For the second year running the Committee decided not to increase the salaries
for the executive Directors or the base fees for the non-executive Directors
or the Chairman. As set out on page 114, the supplementary fees for membership
of the Audit, Remuneration and Risk and Capital Committees set in 2017 have
been updated to take account of increases in workload.

In line with previous practice, we will continue to set stretching targets for
the annual bonus and the LTIP to ensure that the maximum opportunity will only
be earned for exceptional performance.

The scorecard for the 2022 annual bonus is detailed on page 104 and the
targets, which are commercially sensitive, will be disclosed at the end of
this performance year in the Annual report and accounts 2022. The scorecard
retains the structure of focusing 75% of opportunity on the achievement of
financial targets as set out in our Policy. As management has fully delivered
against our commitment of achieving £400m of annualised synergies by the end
of 2021, this target has been removed from the 2022 scorecard and the
remaining metrics rebalanced.

We also decided to increase the weighting available to target ESG measures in
the non-financial element of the bonus scorecard by eliminating the 5%
allocation previously allocated to executive Directors' personal performance
objectives. It is the Committee's view that the overall scorecard provides an
appropriate basis for the assessment of the executive Directors' performance
without the need for a formalised personal performance component.

Accordingly, the 25% of the 2022 bonus scorecard attributable to non-financial
performance will be allocated between customer measures (12%) and ESG measures
(13%).

ESG measures will include people engagement, diversity and environmental
targets linked to both our impact as an investor (via reducing the carbon
intensity of our portfolios) and the reduction of the environmental impact of
our own operations towards net zero. The Committee has agreed a basket of key
indicators in each of these areas which will allow a rounded assessment of
performance to be made.

The threshold and maximum performance targets for the proposed grants under
the 2022 Executive LTIP are detailed on page 104. The three year Adjusted
Diluted Capital Generation per share growth target range employed for the last
reporting period was set at 8%-20% Compound Average Growth Rate (CAGR),
somewhat above normal levels in the market, reflecting a low baseline in the
previous year and the levels of surplus capital available in the Group. Strong
financial performance in 2021 has lifted the baseline for this measure by 45%,
while the capital actions undertaken over the last twelve months are expected
to reduce considerably any surplus capital overhang. In light of the above,
the Committee has revised the threshold and maximum levels for this measure to
a three year CAGR range of 5%-15%, which is aligned with the updated business
plan agreed with the Board.

The Committee also reviewed and decided to revise the TSR peer group for the
Relative TSR metric, removing both T Rowe Price and Ameriprise on the basis of
their different geographical focus and relatively much larger size compared to
abrdn. They are replaced by Hargreaves Lansdown (given our strategic focus on
Platforms) and Ninety One (reflecting our Investments vector activities), both
of which are considered to be competitors for our business and talent.

To help you navigate the report effectively, I would like to draw your
attention to the sections on pages 103-104 which summarise both the outcomes
for 2021 and also how the remuneration policy will be implemented in 2022.
Further detailed information is then set out in the rear section of the report
for your reference as required.

On behalf of the Board, I invite you to read our remuneration report. As
always, the Committee and I remain open to hearing your views on this year's
report and our remuneration policy in general.

At a glance - 2021 remuneration outcomes

2021 Outcome of the financial and non-financial performance metrics

The following charts show performance against the target range for each of the
financial and non-financial metrics which govern the annual bonus. Further
detail on the assessment of the performance conditions can be found on pages
105-106.

Diagrams removed for the purposes of this announcement. However they can be
viewed in full in the final document.

Personal performance measures

The outcome of individual personal performance measures (5% weighting) is set
out on page 106.

2021 annual bonus scorecard outcome

The following table sets out the final outcome for the 2021 annual bonus,
including the personal performance assessment. A detailed breakdown of
performance can be found on pages 105-106.

Bonus Scorecard Outcome Total Bonus Outcome
Financial metrics (maximum 75%) Non-financial metrics (maximum 20%) Personal performance (maximum 5%) Board approved outcome Annual salary Maximum opportunity Total award Total award

(% of maximum)

(% of salary)
(% of salary)

(£000s) (£000s)
Stephen Bird 62.5% 13 % 5% 80.5% 875 250% 201% 1,761
Stephanie Bruce 4% 79.5% 538 150% 119% 642

Total remuneration outcomes in 2021

The chart below shows the remuneration outcomes for each executive Director in
2021 based on performance compared to the maximum opportunity.

Diagram removed for the purposes of this announcement. However it can be
viewed in full in the final document

At a glance - 2022 remuneration policy implementation

This section sets out how we propose to implement our remuneration policy in
2022. The full remuneration policy can be found in the 2019 Annual Report and
Accounts on pages 96-104.

Element of remuneration Key features of operation 2022 implementation
Salary

Core reward for undertaking the role Normally reviewed annually, taking into account a range of internal and No change to quantum
external factors.

Stephen Bird: £875,000

Stephanie Bruce: £538,125
Pension

Competitive retirement benefit Aligned to the current maximum employer contribution available to the UK wider No change to quantum
workforce (18% of salary).

Stephen Bird: 18% of salary

Stephanie Bruce: 18% of salary
Benefits

Competitive benefits Includes (i) private healthcare; (ii) death in service protection (iii) income No change
protection (iv) reimbursement of membership fees of professional bodies; and

(v) eligibility for the all employee share plan.
Annual bonus

To reward the delivery of the Company's business plan Annual performance assessed against a range of key financial and non-financial No change to quantum
measures. At least 75% will be based on financial measures. At least 50%

deferred into shares vesting in equal tranches over a three-year period. Stephen Bird: 250% of salary

Awards are subject to malus and clawback terms. Stephanie Bruce: 150% of salary

See below for 2022 performance conditions
Performance conditions for 2022 annual bonus
Financial (75% weighting) Investment performance, Adjusted operating profit, Net flows excluding LBG
tranche withdrawals and liquidity
Non-financial (25% weighting) Performance against Customer and ESG objectives (incorporating people
engagement and diversity metrics and environmental measures)
Due to commercial sensitivity, actual targets and ranges will be disclosed at
the end of the performance period. The Remuneration Committee retains an
appropriate level of flexibility to apply discretion to ensure that
remuneration outcomes reflect a holistic view of overall performance,
including conduct and culture.
Element of remuneration Key features of operation 2022 implementation
Long-term incentive plan

To align with our shareholders and reward the delivery of long-term growth

Awards are subject to a three-year performance period, with a subsequent No change
two-year holding period. Dividend equivalents accrue

over the performance and holding period. Stephen Bird: 350% of salary

Awards are subject to two equally weighted performance metrics Stephanie Bruce: 200% of salary

linked to long-term strategic priorities and the creation of long-term

shareholder value. 2022 performance metrics are set out below

Awards are subject to malus and clawback terms.
Performance conditions for 2022 Long term incentive plan
Target range(1)
Adjusted Diluted Capital Generation per share (50% weighting) 5% - 15% CAGR
Relative TSR(2) (50% weighting) Equal to median - equal to upper quartile
1. Straight line vesting occurs between threshold and maximum. 25% vesting
for threshold performance.

2. The peer group is made up of the following global asset management peers:
Affiliated Managers, Alliance Bernstein, Amundi, Ashmore Group, DWS Group,
Franklin Resources, Hargreaves Lansdown, Invesco, Janus Henderson Group,
Jupiter Fund Management, Man Group, Ninety One, St James's Place, Schroders,
M&G, Quilter, SEI Investments.

Element of remuneration Key features of operation 2022 implementation
Shareholding requirements Executive Directors are required to build up a substantial interest in Company No change
shares. The share ownership policy for executive Directors requires shares up

to the value of the shareholding requirement to be held for a period of two Stephen Bird: 350% of salary
years following departure from the Board.

Stephanie Bruce: 300% of salary

Element of remuneration

Key features of operation

2022 implementation

Long-term incentive plan

To align with our shareholders and reward the delivery of long-term growth

Awards are subject to a three-year performance period, with a subsequent
two-year holding period. Dividend equivalents accrue

over the performance and holding period.

Awards are subject to two equally weighted performance metrics

linked to long-term strategic priorities and the creation of long-term
shareholder value.

Awards are subject to malus and clawback terms.

No change

Stephen Bird: 350% of salary

Stephanie Bruce: 200% of salary

2022 performance metrics are set out below

Performance conditions for 2022 Long term incentive plan

Target range(1)

Adjusted Diluted Capital Generation per share (50% weighting)

5% - 15% CAGR

Relative TSR(2) (50% weighting)

Equal to median - equal to upper quartile

1. Straight line vesting occurs between threshold and maximum. 25% vesting
for threshold performance.

Element of remuneration

Key features of operation

2022 implementation

Shareholding requirements

Executive Directors are required to build up a substantial interest in Company
shares. The share ownership policy for executive Directors requires shares up
to the value of the shareholding requirement to be held for a period of two
years following departure from the Board.

No change

Stephen Bird: 350% of salary

Stephanie Bruce: 300% of salary

Directors' Remuneration in 2021

This section reports remuneration awarded and paid at the end of 2021 in
further detail, including payments to past Directors.

Single total figure of remuneration - executive Directors (audited)

The following table sets out the single total figure of remuneration for each
of the individuals who served as an executive Director at any time during the
financial year ending 31 December 2021:

Executive Basic salary for year Taxable benefits in year Bonus paid in cash Bonus deferred £000s Long-term incentives with performance period ending Pension allowance paid in year Fixed pay sub-total Variable sub-total Total remuneration

£000s
£000s(1)
£000s
during the year
£000s
£000s
£000s
for the year
Directors
£000s
£000s
Stephen Bird(2) 2021 875 1 880.5 880.5 - 158 1,034 1,761 2,795
2020 438 - 263.5 263.5 - 79 517 527 1,044
Stephanie Bruce 2021 538 1 321 321 - 97 636 642 1,278
2020 535 1 189.5 189.5 - 101 637 379 1,016

1. This includes the taxable value of all benefits paid in respect of the
relevant year. Included for 2021 are medical premiums at a cost to the group
of £606 for executive Directors.

2. Stephen Bird was appointed on 1 July 2020 - all figures reflect amounts
paid/awarded since the date of appointment.

Base salary (audited)

There was no change to the base salaries of executive Directors in 2021.

Pension (audited)

Under the Directors' Remuneration Policy approved at the 2020 AGM, with effect
from 1 June 2020 the executive Directors received a cash allowance in lieu of
pension contributions of 18% of base salary.

Annual Bonus Plan

The following section contains details on the targets and the Remuneration
Committee's assessment of outcomes for the period 1 January 2021 to 31
December 2021 against each of the elements of the executive Director bonus
scorecard.

Financial performance metrics - 75% of total scorecard outcome

Weighting Threshold Target Stretch Actual Result

(% of max opportunity)
(25% of maximum)
(50% of maximum)
(100% of maximum)
Investment performance - % AUM > benchmark average of 3 year and 5 year for 20% 55% 65% 70% 67% 14%/20%
all asset classes
Net flows(1) (£bn) 10% (6) 1 16 (3.2) 3.5%/10%
Adjusted profit before tax (£m) 35% 240 262 306 323 35%/35%
Delivery of transformation synergies (£m) 10% 355 375 400 404 10%/10%

1. Excluding LBG tranche exits and cash/liquidity £bn.

Non-financial performance metrics - 20% of total scorecard outcome

Weighting Threshold Target Stretch Actual Result

(% of max opportunity)
(25% of maximum)
(50% of maximum)
(100% of maximum)
Investing in our people (8%)
Diversity of leadership and the wider workforce 2% 36% 38% 40% 38% 1%/2%

(measured at 31 December 2021)(1)

% female representation in CEO-1 and CEO-2
% female representation in Global workforce 2% 46% 47% 48% 46% 0.5%/2%
People engagement: outcome of the Viewpoints full company survey 4% 58% 62% 66% 51% 0%/4%

1. The Committee agreed to remove the acquisition of Finimize when determining
the outcome of this metric. The timing of the acquisition (announced in
October 2021) meant that the executive Directors had no opportunity to
influence the gender representation before the end of the performance period.
This adjustment impacted the outcome of the CEO -1 and CEO-2 metric by 2% and
had no material impact on the Global workforce metric.

Investing in our customers (12%) Highlights from assessment
Customer Advocacy: improvement from baseline across the Adviser, Personal and The Committee considered more than 20 quantitative and qualitative measures, 11.5% / 12%
Investments vectors from internal and external sources. Key factors in the determination were:

- Positive, in-depth feedback from our largest client in the Investments
vector citing a pivotal year in our strategic partnership.

- External award recognition for abrdn Wrap and Elevate platforms,
assessed across core areas including user experience and client service
quality.

- Year on year increase in Net Promoter Score for the Discretionary and
Adviser vectors.

- Strong overall customer satisfaction rating for the Personal vector.

- Personal vector's Digital Retirement Advice service rated 4.9/5 by our
customers.

Personal performance metrics - 5% of total scorecard outcome

Highlights from assessment Result
Stephen Bird - Successful delivery of rebranding exercise to create a unified brand 5%/5%
experience, on schedule and on budget. Measurable success points were
reviewed, including metrics on client communications and brand campaign
results achieving strongly against targeted performance.

- Development of strategic acquisition opportunities in line with the
Board's ambitions, including Finimize and ii as well as significant
divestments with capital proceeds reinvested in growth areas.

- Achievement of key milestones in the People agenda, including roll out of
an enhanced remuneration and reward framework across the group, strengthening
the link between corporate objectives and individual performance.
Stephanie Bruce - Key milestones met in the finance transformation project, yielding 4%/5%
improved and consistent management information to enhance decision making.

- Partnerships with the vectors and functions developed, further improving
support to all business areas in line with objectives.

- Development of the finance team progressed

- Regulatory relationships successfully maintained.

Before approving the overall assessment of performance in 2021, the
Remuneration Committee sought the views of the Audit Committee on material
accounting, reporting and disclosure matters that it considered during the
year and of the Risk and Capital Committee on the management of risk within
the business. In considering whether the bonus outcomes derived from the
scorecards were fair in the context of the overall results, the Remuneration
Committee took into account the feedback received as well as factors including
the impact of the COVID-19 pandemic, shareholder experience and pay for the
wider workforce. In light of these, and noting the material increase in the
distributable bonus pool for the wider workforce, the lack of recourse to
Government support and the maintenance of our dividend pay out policy, a final
determination was made that no adjustment should be made to the bonus outcomes
set out above as a result of this review.

Payments to past Directors and payments for loss of office (audited)

Payments made to former executive Directors that have not been previously
reported elsewhere are reported if they are in excess of £20,000.

No payments to past directors or payments for loss of office were made during
the year.

Executive Directors' external appointments

Subject to the Board's approval, executive Directors are able to accept a
limited number of external appointments to the boards of other organisations
and can retain any fees paid for these services. Both Stephen Bird and
Stephanie Bruce held representative directorships on behalf of the Group
during the year for which they received no fees.

Shareholdings and outstanding share awards

This section reports our executive Directors' interests in shares.

Directors' interests in shares (audited)

Our shareholding requirements for executive Directors are detailed on page
104. The Directors' Remuneration Policy requires executive Directors to
accumulate and maintain a material long-term investment in abrdn plc shares.
The Remuneration Committee reviews progress against the requirements annually.
Personal investment strategies (such as hedging arrangements) are not
permitted for the purposes of reducing the economic exposure arising from the
shareholding requirements.

The following table shows the total number of abrdn plc shares held by the
executive Directors and their connected persons:

Unvested shares
Total number of shares owned at 1 January 2021 Shares acquired during the period 1 January 2021 and 31 December 2021 Total shares owned as at 31 December 2021(1) Options exercised during the period 1 January 2021 and 31 December 2021 Vested but unexercised share options Subject to performance conditions(2) Not subject to performance conditions(3) Shares lapsed
Stephen Bird 500,000 200,000 700,000 - - 1,979,415 89,008 -
Stephanie Bruce(4) 133,741 226,259 360,000 109,729 - 1,048,172 63,969 -

1. There were no changes to the number of shares held by executive Directors
between 31 December 2021 and 28 February 2022.

2. Includes: the 2020 LTIP awards and the 2021 LTIP awards granted in 2021
disclosed below (awards subject to performance targets over the three-year
period ending 31 December 2023), excluding, in each case, shares to be awarded
in lieu of dividend equivalents.

3. This comprises deferred bonus awards. It does not include shares to be
awarded in lieu of dividend equivalents.

4. On 10 August Stephanie Bruce exercised the second tranche of her one-off
award. The share price used for exercise was 289.40 pence. This resulted in a
gain of £317,556.

The following table shows the number of qualifying awards included in
assessing achievement towards the shareholding requirement, as at 31 December
2021. Qualifying awards include 50% of the value of awards held by the
executive Directors that have vested but not been exercised (as a proxy for
the payment of tax due on the exercise of the awards).

Qualifying awards
Number Number of shares under option under long-term incentive plans which are no Total qualifying holding (shares held from table above and 50% of qualifying Value(1) of holding Shareholding requirement Basic Total of the value of shares owned and 50% of the value of qualifying awards Shareholding requirement met?

of shares available as unrestricted vested deferred awards longer subject to performance conditions awards)
(as % salary)
salary at 31 December 2021 as a % of salary
Stephen Bird - - 700,000 £1,686,300 350% £875,000 193% In progress
Stephanie Bruce - - 360,000 £867,240 300% £538,125 161% In progress

1. The closing market price at 31 December 2021 used to determine the value
of each holding was 240.90 pence.

Executive Directors who have not yet satisfied the shareholding requirement
are expected to accumulate shares until they have fully met their shareholding
requirement. They are required to hold 100% of vested shares (post-tax)
granted under the Company's share plans (including any dividend equivalents)
until they have met their shareholding requirement. All other shares acquired
and held by the executive Director or owned indirectly by a partner or family
trust also count towards the shareholding requirement.

Stephen Bird and Stephanie Bruce, who were appointed during 2020 and 2019
respectively, have not yet met the shareholding requirement, however the
Committee is satisfied with the progress they have made towards their
respective requirements given their tenure.

Vesting of the CFO Deferred Award

The second anniversary of the award was 3 June 2021 and vesting of the second
tranche was determined based on performance up to that date. The award had a
maximum value at grant of £750,000, and the first tranche of the award vested
at 100% on 22 June 2020.

The Award is considered for vesting in three tranches on the first, second and
third anniversary of the grant of the Award. The vesting level for the first
anniversary and second anniversary tranches is based on an assessment made by
the Remuneration Committee of the progress made towards the achievement of the
efficiency targets. The vesting level of the third anniversary tranche will be
adjusted by the Remuneration Committee to ensure that the overall vesting of
the award is commensurate with the final achievement against the efficiency
targets.

The Remuneration Committee reviewed progress made towards the £175m (baseline
target) and £230m (maximum target) in June 2021, prior to approving the
vesting level of the second tranche of the award. As at 31 December 2020,
actions had been taken which delivered £351m of annualised synergies,
benefiting 2020 operating expenses by £287m (2019: £234m) (as published in
our 2020 ARA). When the Remuneration Committee undertook its assessment of
whether the second tranche of the award should vest in June 2021, this level
of efficiency achievement was reported and agreed by the Remuneration
Committee to be 'on track' for the purposes of assessing vesting of the second
tranche of the award. Performance was assessed by the Committee taking into
account the CFO's personal performance and conduct, and following checks with
the Audit and Risk and Capital Committees to ensure there were no other
matters which the Committee should take into account when determining this
outcome.

The Remuneration Committee, having satisfied itself regarding progress made
towards the efficiency targets, approved the vesting level of the second
tranche of the Award at 100% and this tranche vested on 21 June 2021. Both the
first and second tranches of the award remain subject to malus and clawback
provisions in line with the Remuneration Policy.

Executive Incentive Plan (EIP) outcome (audited)

Awards granted under the 2018 EIP to former executive Directors, set out in full on page 91 of the 2018 Annual Report and Accounts and summarised below, completed their performance period on 31 December 2021. The Remuneration Committee reviewed the outcomes and concluded that three of the four elements had failed the performance hurdle and therefore lapsed.
Measure Performance underpin hurdle Actual performance Outcome (as % of maximum opportunity)
Investment performance At least 55% AUM by value to be outperforming the benchmark 66% 25%
Flows Gross new business flows underpin of £251.5bn (1) 183.7 0%

Net new business flows underpin of £40.6bn (2) (19.1)
Return on adjusted equity At least 17% 12% 0%
Cost/Income ratio 68.9%(3) 74% 0%

1. Flows exclude investment in cash & liquidity funds and total Lloyds.

2. Flows exclude investment in cash & liquidity funds and strategic
insurance partners.

3. The Cost/Income ratio was restated from 66.0% to 68.9% to remove the impact
of JVs & Associates from the 2021 target and outcome following the change
to how these are accounted for in 2021.

The following amounts had been previously disclosed in respect of each director and an adjustment is set out below for each in light of the performance assessment.
Participant Total EIP value deferred (£000s) EIP value following Original single total Adjusted single total

performance outcome (£000s) figure disclosure for 2018 (£000s) figure disclosure for 2018 (£000s)
Martin Gilbert 367 92 1,089 814
Keith Skeoch 367 92 1,089 814
Rod Paris 454 113.5 1,188 847.5
Bill Rattray 229 57 847 675

Awards granted in 2021 (audited)

The table below shows the key details of the LTIP and deferred awards granted
in 2021:

Participant Type of Basis of award % of Face value Number of shares awarded % payable Details on performance conditions

award
salary
at grant(1)
for threshold performance
Stephen Bird Nil-cost option LTIP 350% £3,062,500 1,033,650 25% Awards are subject to performance against targets measured over three years as
set out on page 78 of the Annual report and accounts 2020
Stephanie Bruce Nil-cost option LTIP 200% £1,076,250 363,254
Stephen Bird Nil-cost option Deferred Bonus Not applicable £263,730 89,008 Not applicable Not applicable
Stephanie Bruce Nil-cost option £189,540 63,969

1. The share price used for the awards was 296.28 pence (the five day
average price from 31 March 2021)

Share dilution limits

All share plans operated by the Company which permit awards to be satisfied by
issuing new shares contain dilution limits that comply with the guidelines
produced by The Investment Association (IA). On 31 December 2021, the
Company's standing against these dilution limits was 0.6% where the guideline
is no more than 5% in any 10 years under all discretionary share plans in
which the executive Directors participate and 1.07% where the guideline is no
more than 10% in any 10 years under all share plans.

As is normal practice, there are employee trusts that operate in conjunction
with the Executive LTIP, Standard Life Investments LTIP, the Restricted Stock
Plan, the deferred elements of the abrdn plc annual bonus plan and the
Aberdeen Asset Management deferred plans. On 31 December 2021 the trusts held
64,966,706 shares acquired to satisfy these awards. Of these shares, 8,076,074
are committed to satisfying vested but unexercised awards. The percentage of
share capital held by the employee trusts is 2.98% of the issued share capital
of the Company - within the 5% best practice limit endorsed by the IA.

Promoting all-employee share ownership

The Company promotes employee share ownership with a range of initiatives,
including:

- The abrdn plc (Employee) Share Plan which allows eligible employees to
buy abrdn plc shares directly from earnings.

A similar tax-approved plan is used in Ireland. At 31 December 2021, 1,680
individuals in the UK and Ireland were actively making monthly contributions
averaging £71. At 31 December 2021, 2,060 individuals were abrdn plc
shareholders through participation in the Plan.

- The Sharesave Plan which was offered in 2021 to eligible employees in
the UK. This plan allows UK tax resident employees to save towards the
exercise of options over abrdn plc shares with the option price set at the
beginning of the savings period at a discount of up to 20% of the market
price. At 31 December 2021, 1,925 individuals were saving towards one or more
of the Sharesave offers.

Executive Directors' remuneration in context

Total shareholder return of abrdn plc compared to the FTSE 100 index

Diagram removed for the purposes of this announcement. However it can be
viewed in full in the final document

Pay compared to performance

The graph shows the difference in the total shareholder return at 31 December
2021 if, on 1 January 2011, £100 had been invested in abrdn plc and in the
FTSE 100 respectively. It is assumed dividends are reinvested in both. The
FTSE 100 has been chosen as abrdn plc is a member of this FTSE grouping.

The following table shows the single figure of total remuneration for the
Director in the role of Chief Executive Officer for the same 10 financial
years as shown in the graph above. Also shown are the annual incentive awards
and LTIP awards which vested based on performance in those years.

Year ended 31 December Chief Executive Officer Chief Executive Officer single total figure of remuneration (£000s) Bonus outcome/ Annual incentive rates against maximum opportunity (%) Long-term incentive plan vesting rates against maximum opportunity (%)
2021 Stephen Bird 2,795 80.5 -
2020 Stephen Bird 1,044 48 -
Keith Skeoch 1,075 48 -
2019 Keith Skeoch 1,472 21 -
2018(1) Keith Skeoch 814 10 -
Martin Gilbert 814 10 -
2017(1) Keith Skeoch 3,028 82 70
Martin Gilbert 1,317 56 -
2016 Keith Skeoch 2,746 81 31.02
2015 Keith Skeoch 1,411 87 40.77
2015 David Nish 2,143 90 40.77
2014 David Nish 6,083 95 100
2013 David Nish 4,206 75 64
2012 David Nish 5,564 88 100

1. Co-CEO. The outcome for 2018 has been updated to reflect the EIP vesting.

Relative importance of spend on pay

The following table compares what the Company spent on employee remuneration
to what is paid in the form of dividends to the Company's shareholders. Also
shown is the Company's adjusted profit before tax which is provided for
context as it is one of our key performance measures:

2021 % change 2020
Remuneration payable to all Group employees (£m)(1) 604 -3% 625
Dividends paid in respect of financial year (£m) 309 -1% 313
Share buybacks and return of capital (£m)(2) 41 -89% 359
Adjusted profit before tax (£m) (3) 323 35% 240

1. In addition, staff costs and other employee related costs of £97m (2020:
£91m) and £53m (2020: £nil) are included in restructuring and corporate
transaction expenses and in cost of sales respectively. See Note 6 of the
Group financial statements for further information.

2. The 2020 amount excludes unsettled purchases of shares, expenses and the
irrevocable contractual obligation with a third party to purchase the
Company's own shares. See Note 25 of the Group financial statements for
further information on the buybacks.

3. The Group has changed the definition of adjusted profit before tax in
2021. See Note 12 of the Group financial statements for further information.
The comparative amount for the year ended 31 December 2020 has been prepared
on the same basis as the year ended 31 December 2021 to allow for a more
meaningful comparison.

Annual percentage change in remuneration of Directors compared to UK based
employees

The table below shows the percentage year-on-year change in salary, benefits
and annual bonus earned between the year ended 31 December 2020 and the year
ended 31 December 2021 for the executive Directors, along with any percentage
change in fees for the non-executive Directors, compared to the average
UK-based Group employee. The Remuneration Committee considers this the most
appropriate comparison given the location of the executive Directors and that
the Group does not operate a harmonised salary and benefits structure across
its global operations. The 2020 disclosure is also shown alongside this data.
Year on year movement on base salaries or Director fees is attributable to
part-year appointment changes.

% Base salary/fee Annual bonus outcome % Benefits(1)
2021 2020 2021 2020 2021 2020
Executive Directors Stephen Bird(2) 100% - 234% - - -
Stephanie Bruce - 74% 69% 54% - 100%
Non-executive Directors(3,4) Sir Douglas Flint - - - - - -
Jonathan Asquith - 202% - - - -
John Devine -3% -2% - - - -100%
Melanie Gee -20% -3% - - - -100%
Hannah Grove - - - - - -
Brian McBride 59% - - - - -
Martin Pike - -3% - - - -100%
Cathleen Raffaeli - - - - - -100%
Jutta af Rosenborg - - - - - -
Cecilia Reyes - 292% - - - -
UK-based employees - 2.5% 50% -52.5% - 17%

1. The change in benefits figures for employees (including executive
Directors) are based on the change in medical premium paid by the Group on
their behalf. Benefits do not include pension contributions for these
purposes.

2. Stephen Bird was appointed 1 July 2020.

3. Remuneration for non-executive Directors and the Chairman is disclosed on
page 113.

4. Melanie Gee stepped down from the Board on 31 October 2021. Hannah Grove
was appointed to the Board on 1 September 2021, and is the Board Employee
Engagement designated NED as well as a member of the Nomination and Governance
Committee. Brian McBride was appointed to the Board with effect from 1 May
2020.

How pay was set across the wider workforce in 2021

Our principles for setting pay across the wider workforce are consistent with
those for our executive Directors, in that the proportion of the remuneration
package which is linked to performance increases for more senior roles within
the Company as responsibility and accountability increases.

Base salaries are targeted at an appropriate level in the relevant markets in
which the Group competes for talent. The Remuneration Committee considers the
base salary percentage increases for the Group's broader UK and international
employee populations when determining any annual salary increases for the
executive Directors. A Group-wide decision was made not to carry out a salary
review and the same approach was applied to executive Directors.

As part of the transformation of our performance culture, and incorporating
colleague feedback, a new reward philosophy was adopted in 2021 (see page 39
for detail). As a result, the eligibility criteria for participation in
variable pay plans was reviewed. It was determined that bonus eligibility for
some UK roles should be removed, and instead their packages rebalanced to
include a higher base salary. This adjustment meant that the colleagues
concerned also benefitted from increases in salary linked benefits, such as
pension.

For roles where variable remuneration eligibility is retained, our clear
approach is designed to support and reward performance at a company, team and
individual level. Performance related variable remuneration includes deferred
variable compensation at a suitable level for the employee's role, ensuring a
performance link over a longer time horizon than a single year. Variable
remuneration for employees, including executive Directors, is determined as a
total pool which is distributed across the business based on the performance
of each vector and function. Individuals are then considered for a bonus
payment on the basis of their individual performance objectives and goals,
taking into account conduct.

The Group engaged with its employees in 2021 through the annual Viewpoints
full company survey. The survey included an opportunity for employees to
provide feedback to the Board on pay and benefit matters. Additionally, the
Board Employee Engagement programme continued, with meet the NED sessions and
virtual get togethers enabling direct communication for employees and the NEDs
on a range of topics, including remuneration. The Board Employee Engagement
representative NED has a designated slot at each Board meeting to feedback
views and insights to ensure that employee views can be taken into account.
The representative NED also shares updates with all employees via regular
email communication.

The Group operates a Compensation Committee comprising the Chief People
Officer (Chair), Chief Financial Officer and Chief Risk Officer, the role of
which is to consider the implementation of the remuneration policy across the
Group. The terms of reference of the Compensation Committee are set by the
Remuneration Committee and the Chair of the Compensation Committee formally
reports to the Remuneration Committee on all matters which fall within the
Compensation Committee's remit.

Pay ratio

The table below sets out the ratio of CEO pay to the median, 25(th) and 75(th)
percentile total remuneration of full-time equivalent UK employees in
accordance with legislation published by the Government in 2018. We have
identified the relevant employees for comparison using methodology B, our
gender pay gap data set (snapshot data from 5 April 2021). This was chosen by
the Remuneration Committee as it utilised a data set which had already been
processed and thoroughly reviewed, and this enabled timely reporting for
disclosure purposes. Some employing entities are excluded from the gender pay
gap calculation in line with the regulations due to the number of individuals
employed by these entities being less than 250. The Committee considered this
would not have a material impact on the outcome of the pay ratio calculation
given the limited number of individuals this excludes, relative to the total
population being captured, and the range of the remuneration for those
excluded individuals, which was spread across quartiles.

The remuneration paid to each of the individuals identified under methodology
B was reviewed against other individuals within the quartile both above and
below. The individual identified at the 25(th) percentile was replaced by the
next identified in that quartile as they were not considered representative
due to the structure of their package not being consistent with their peers'.
The individual identified at the 50(th) percentile had a full time equivalent
outcome which was considered representative of the quartile. The individual
identified at the 75(th) percentile had since left the business and was not
bonus eligible, therefore the next identified individual was selected.
Benefits figures were based on the medical premium paid by the Company on
behalf of employees.

The ratio has increased from 2020, which reflects the fact that the CEO has a
greater level of remuneration at risk which is dependent on Company
performance; based on performance in 2020, the bonus for the CEO paid out at
48% of maximum, compared to 80.5% of maximum in 2021. Additionally, there has
been a material change in the number of staff employed by the Group during the
year which makes a year on year comparison more challenging. It is noted that
in future years the ratio may be impacted by the vesting of long-term
incentive awards (the performance period of the first LTIP award granted to
the CEO will end in 2022).The Committee is comfortable that the pay ratio
reflects the pay and progression policies across the Company set out above.
Further detail on workforce pay is set out below.

Year Method 25th percentile 50th percentile 75th percentile
Stephen Bird 2021 Option B 62 45 25
Stephen Bird/Keith Skeoch 2020 Option B 49 30 18
Keith Skeoch 2019 Option B 34 23 13
Keith Skeoch 2018 Option B 30 19 12

Base salary Total pay

(£000s) (£000s)
CEO remuneration 875 2,795
25(th) percentile employee 38 45
50(th) percentile employee 53 62
75(th) percentile employee 75 113

Remuneration for non-executive Directors and the Chairman

Single total figure of remuneration - non-executive Directors (audited)

The following table sets out the single total figure of remuneration for each
of the non-executive Directors who served as a Director at any time during the
financial year ending 31 December 2021. Non-executive Directors do not
participate in bonus or long-term incentive plans and do not receive pension
funding:

Non-executive Directors Fees for year ended Taxable benefits in Total remuneration

31 December
year ended
for the year ended

£000s
31 December
31 December

£000s
£000s
Sir Douglas Flint(1) 2021 475 - 475
2020 475 - 475
Jonathan Asquith 2021 139 - 139
2020 139 - 139
John Devine 2021 124 2 126
2020 128 - 128
Melanie Gee(2) 2021 90 - 90
2020 113 - 113
Hannah Grove(3) 2021 29 - 29
2020 - - -
Brian McBride(4) 2021 121 - 121
2020 76 - 76
Martin Pike 2021 124 - 124
2020 124 - 124
Cathleen Raffaeli(5) 2021 149 - 149
2020 149 - 149
Jutta af Rosenborg 2021 94 - 94
2020 94 - 94
Cecilia Reyes 2021 94 9 103
2020 94 - 94

1. Sir Douglas Flint is eligible for life assurance of 4x his annual fee.
This is a non-taxable benefit.

2. Stepped down from the Board with effect from 31 October 2021.

3. Appointed to the Board with effect from 1 September 2021.

4. Appointed to the Board with effect from 1 May 2020. Total fees include
subsidiary Board fees of £30,000 per annum as a member of the Standard Life
Savings Limited and Elevate Portfolio Services Limited Boards.

5. Total fees include subsidiary Board fees of £55,000 per annum as Chair
of the Standard Life Savings Limited and Elevate Portfolio Services Limited
Boards.

The non-executive Directors, including the Chairman, have letters of
appointment that set out their duties and responsibilities. The key terms are
set out in the remuneration policy, and can be found on pages 96-104 of the
Annual report and accounts 2019.

The service agreements/letters of appointment for Directors are available to
shareholders to view on request from the Company Secretary at the Company's
registered address (details of which can be found on page 283) and at the 2022
AGM. Details of the date of appointment to the Board and date of election by
shareholders are set out below:

Chairman/ non-executive Director Initial appointment to the Board Initial election by shareholders
Chairman
Sir Douglas Flint 1 November 2018 AGM 2019
Senior Independent Director
Jonathan Asquith 1 September 2019 AGM 2020
Non-executive Directors
John Devine 4 July 2016 AGM 2017
Melanie Gee 1 November 2015 AGM 2016
Hannah Grove 1 September 2021 -
Brian McBride 1 May 2020 AGM 2020
Martin Pike 27 September 2013 AGM 2014
Cathleen Raffaeli 1 August 2018 AGM 2019
Jutta af Rosenborg 14 August 2017 AGM 2018
Cecilia Reyes 1 October 2019 AGM 2020

Implementation of policy for non-executive Directors in 2022

The following table sets out abrdn non-executive Director fees to be paid in
2022. Fees for 2022 remain at the current level, with the exception of the
Committee membership fees paid to members of the Audit, Risk and Capital and
Remuneration Committees, which have been increased to £17,500 following a
review of market data; these membership fees had previously remained unchanged
since being set in 2017.

Role 2022 fees(1) 2021 fees
Chairman's fees(2) £475,000 £475,000
Non-executive Director fee(3) £73,500 £73,500
Additional fees:
Senior Independent Director £25,000 £25,000
Chairman of the Audit Committee £30,000 £30,000
Chairman of the Risk and Capital Committee £30,000 £30,000
Chairman of the Remuneration Committee £30,000 £30,000
Committee membership (Audit, Risk and Capital and Remuneration Committees) £17,500 £10,000
Committee membership (Nomination Committee) £10,000 £10,000
Employee engagement £15,000 £15,000

1. The core fee of £73,500 paid to each non-executive Director (including
the Chairman) is expected to total £735k for 2022 (2021: £662k). This is
within the maximum £1,500,000 permitted under Article 87 of abrdn's articles
of association. Total fees including additional duties are expected to amount
to £1,407k for 2022 (2021: £1,407k).

2. The Chairman's fees are inclusive of the non-executive Directors' core
fees and no additional fees are paid to the Chairman where he chairs, or is a
member of, other committees/boards. The Chairman is eligible to receive life
assurance, which is a non-taxable benefit.

3. For non-executive Directors, individual fees are constructed by taking
the core fee and adding extra fees for being the Senior Independent Director,
chairman or member of committees and/or subsidiary boards where a greater
responsibility and time commitment is required.

Non-executive Directors' interests in shares (audited)

The following table shows the total number of abrdn plc shares held by each of
the non-executive Directors and their connected persons:

Total number of shares owned Shares acquired during the period Total number of shares owned at

at 1 January 2021 or date of appointment if later
1 January 2021 to
31 December 2021 or date of cessation if earlier(3)

31 December 2021
Sir Douglas Flint 89,369 90,248 179,617
Jonathan Asquith 70,000 32,849 102,849
John Devine 28,399 - 28,399
Melanie Gee(1) 67,500 - 67,500
Hannah Grove(2) - 33,000 33,000
Brian McBride - - -
Martin Pike 69,476 - 69,476
Cathleen Raffaeli 9,315 - 9,315
Jutta af Rosenborg 8,750 231 8,981
Cecilia Reyes - - -

1. Stepped down from the Board with effect from 31 October 2021.

2. Appointed to the Board with effect from 1 September 2021.

3. There were no changes to the number of shares held by the reportable
Directors noted above between 31 December 2021 and 28 February 2022. On 4
January 2022, Catherine Bradley was appointed to the Board. As at 28 February
2022 she holds 12,181 shares.

Sir Douglas Flint, as Chairman, is subject to a shareholding guideline of 100%
of the value of his annual fee in abrdn plc shares to be reached within four
years of appointment. As set out in the above table, during 2021 he purchased
90,248 abrdn plc shares. The total investment cost of Sir Douglas Flint's
shareholding was £453k, equivalent to 95% of his annual fee. Based on the
share price at 31 December 2021 (240.90p), his shareholding is valued at 91%
of his annual fee.

The Remuneration Committee

Membership

During 2021 the Remuneration Committee was made up of independent
non-executive Directors. For their names, the number of meetings and committee
member attendance during 2021, please see the table on page 82.

The role of the Remuneration Committee

To consider and make recommendations to the Board in respect of the total
remuneration policy across the Company, including:

- Rewards for the executive Directors, senior employees and the
Chairman.

- The design and targets for any employee share plan.

- The design and targets for annual cash bonus plans throughout the
Company.

- Changes to employee benefit structures (including pensions) throughout
the Company.

The Remuneration Committee's work in 2021

Jan-Mar - 2020 Directors' remuneration report.

- 2020 bonus payments and 2018 LTIP outcomes.

- 2021 annual bonus scorecard targets and 2021 LTIP targets.

- Updates from the Risk and Audit Committees on relevant matters for the
Committee's consideration when determining pay outcomes.

- Review remuneration outcomes for executive Directors and the Material Risk
Taker population.
Apr-Jun - Update on the external environment and feedback from AGM.

- Review the Group Remuneration Philosophy and Policy.

- Remuneration decisions for the Executive Leadership Team and other senior
employees within Remuneration Committee's remit.

- Agree outcome of the second tranche of the CFO's one-off award.
Jul-Sep - Consider anticipated impact of regulatory changes on remuneration.

- Review eligibility criteria for the Group-wide Variable Pay Plan.

- Mid-year review of performance against target for annual bonus and LTIP
awards for the executive Directors.
Oct-Dec - Finalise Group Remuneration Policy and bonus pool allocation principles.

- Review gender pay gap data.

- Updates on regulatory changes and external environment.

- Update the Remuneration Committee's Terms of Reference.

- Review 2022 remuneration proposals.

External advisers

During the year, the Remuneration Committee took advice from Deloitte LLP (a
member of the Remuneration Consultants Group) who were appointed by the
Remuneration Committee in 2017. The Remuneration Committee is satisfied that
the advice given is objective and independent.

A representative from Deloitte LLP attends, by invitation, all Remuneration
Committee meetings to provide information and updates on external developments
affecting remuneration as well as specific matters raised by the Remuneration
Committee. Outside the meetings, the Remuneration Committee's Chairman seeks
advice on remuneration matters on an ongoing basis. As well as advising the
Remuneration Committee, Deloitte LLP also provided tax, accounting support,
risk management and consultancy services to the Company during the year.
Deloitte Total Rewards and Benefits is an investment adviser to the trustees
of the Standard Life Staff Pension Scheme.

Fees paid to Deloitte LLP during 2021 for professional advice to the
Remuneration Committee were £183,750.

Deloitte LLP have now been Remuneration Committee advisers for five years. To
ensure the Committee is receiving the best quality advice and value for money,
a retender process has been started, with a view to appointing a new adviser
or retaining Deloitte LLP in summer 2022. The outcome of this process will be
published to shareholders in next year's Directors' Remuneration Report.

Where appropriate, the Remuneration Committee receives input from the
Chairman, Chief Executive Officer, Chief Financial Officer, Chief People
Officer, Global Head of Reward and the Chief Risk Officer. This input never
relates to their own remuneration. The Remuneration Committee also receives
input from the Risk and Capital Committee and the Audit Committee.

Remuneration Committee effectiveness

The Committee reviews its remit and effectiveness each year. The 2021 review
was conducted internally by the Company Secretary, who met with each of the
Committee members. As well as general observations, the key performance areas
considered were:

- The comprehensiveness of the Committee's agendas against members'
expectations.

- How effectively agenda items were presented, discussed and time
managed.

- The quality and level of detail in the papers.

- How well the Committee met its objectives in terms of making decisions
and reporting to the Board.

- How effectively the Chair discharged their responsibilities.

The Committee members did not raise any material issues or concerns regarding
the above areas or the overall effectiveness of the Committee during 2021.
They were very supportive of the Chair's effective role in leading the
Committee through its discussions. The main area where the Committee looked to
see continued improvement in 2022 was in relation to the clarity of the
presentation of some of the more technical and regulatory remuneration
matters. The Committee was pleased that during 2021 it had found time to move
beyond overseeing the annual cycle of remuneration matters to review and agree
the revised and updated Group Remuneration Policy and Principles.

Shareholder voting

We remain committed to ongoing shareholder dialogue and take an active
interest in voting outcomes.

The remuneration policy was subject to a vote at the 2020 AGM on 12 May 2020
and the following table sets out the outcome.

Policy 2020 AGM For Against Withheld
% of total votes 91.66% 8.34%
No. of votes cast 1,003,905,073 91,323,405 10,346,991

The Directors' remuneration report was subject to a vote at the 2021 AGM on 18
May 2021 and the following table sets out the outcome.

2020 Directors' remuneration report For Against Withheld
% of total votes 96.90% 3.10%
No. of votes cast 969,169,906 30,957,556 2,113,755

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