REG - Standard Life Aberdn - Final Results - Part 3 of 8
09/03/2021 07:00
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RNS Number : 5737R Standard Life Aberdeen plc 09 March 2021
Standard Life Aberdeen plc
Full Year Results 2020
Part 3 of 8
2. Board of Directors
Stephen Bird - Stephanie Bruce -
Chief Executive Officer
Chief Financial Officer
Appointed to the Board Age Appointed to the Board Age Appointed to the Board Age
November 2018 65 July 2020 54 June 2019 52
Nationality Shares Nationality Shares Nationality Shares
British 89,369 British 500,000* British 133,741*
Board committees: NC
Sir Douglas' wide-ranging international and financial experience is an Stephen brings an established track record of delivering exceptional value to Stephanie was appointed Chief Financial Officer on joining the Board in June
important asset to the business as it delivers against its strategy. His clients, creating high-quality revenue and earnings growth in complex and 2019. She is a highly experienced financial services practitioner with
strong track record of board leadership as a chairman helps to facilitate open competitive financial markets, as well as deep experience of business significant sector knowledge, both technical and commercial. She brings
and constructive boardroom discussion. transformation during periods of technological disruption and competitive experience of working with boards and management teams of financial
change. institutions in respect of financial and commercial management, reporting,
Previously, Sir Douglas served as chairman of HSBC Holdings plc from 2010 to
risk and control frameworks and regulatory requirements.
2017. For 15 years prior to this he was HSBC's group finance director, joining Stephen joined the Board in July 2020 as Chief Executive-Designate, and was
from KPMG where he was a partner. Between 2005 and 2011 he also served as a formally appointed Chief Executive Officer in September 2020. Previously, Before joining Standard Life Aberdeen, Stephanie was a partner at PwC, a
non-executive director of BP plc. Stephen served as chief executive officer of global consumer banking at member of the Assurance Executive and led the financial services assurance
Citigroup from 2015, retiring from the role in November 2019. His practice. Her responsibilities included client services, product development,
In other current roles, Sir Douglas is chairman of IP Group plc and serves as responsibilities encompassed all consumer and commercial banking businesses in operations and quality assurance across the UK business.
HM Treasury's Special Envoy for Financial and Professional Services to China's 19 countries, including retail banking and wealth management, credit cards,
Belt and Road Initiative. He is also a member of the Monetary Authority of mortgages, and operations and technology supporting these businesses. Prior to During her career, she has specialised in the financial services sector,
Singapore's international advisory panel, and of the board of the this, Stephen was chief executive for all of Citigroup's Asia Pacific business working with organisations across asset management, insurance and banking,
International Chamber of Commerce UK. lines across 17 markets in the region, including India and China. with national and international operations.
Additionally, he is chairman of the Just Finance Foundation, non-executive Stephen joined Citigroup in 1998, and during his 21 years with the company he Stephanie is an associate of the Association of Corporate Treasurers. She
director of the Centre for Policy Studies, member of the global advisory held a number of leadership roles in banking, operations and technology across holds a Bachelor of Laws (LLB) from the University of Edinburgh.
council of Motive Partners and board member of the Institute of International its Asian and Latin American businesses. Before this, he held management
Finance. He also chairs the Corporate Board of Cancer Research UK and is a positions in the UK at GE Capital - where he was director of UK operations She is also a member of the Institute of Chartered Accountants of Scotland and
trustee of the Royal Marsden Cancer Charity. from 1996 to 1998 - and at British Steel. He holds an MBA in Economics and served as the chair of its audit committee.
Finance from University College Cardiff, where he is also an Honorary Fellow.
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.
Appointed to the Board Age
July 2020 54
Nationality Shares
British 500,000*
Appointed to the Board Age
June 2019 52
Nationality Shares
British 133,741*
Sir Douglas' wide-ranging international and financial experience is an
important asset to the business as it delivers against its strategy. His
strong track record of board leadership as a chairman 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. Between 2005 and 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 of the board of the
International Chamber of Commerce UK.
Additionally, he is chairman of the Just Finance Foundation, non-executive
director of the Centre for Policy Studies, member of the global advisory
council of Motive Partners and board member of the Institute of International
Finance. 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 an established track record of delivering exceptional value to
clients, creating high-quality revenue and earnings growth in complex and
competitive 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. 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 in the region, including India and China.
Stephen joined Citigroup in 1998, and during his 21 years with the company he
held a number of 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. 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.
Before joining Standard Life Aberdeen, Stephanie was a partner at PwC, a
member of the Assurance Executive and led the financial services assurance
practice. Her responsibilities included client 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 an associate of the Association of Corporate Treasurers. She
holds a Bachelor of Laws (LLB) from the University of Edinburgh.
She is also a member of the Institute of Chartered Accountants of Scotland and
served as the chair of its audit committee.
Jonathan Asquith - John Devine - Melanie Gee -
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 64 July 2016 62 November 2015 59
Nationality Shares Nationality Shares Nationality Shares
British 70,000 British 28,399 British 67,500
Board committees: R NC Board committees: A NC RC Board committees: A NC
Jonathan has considerable experience as a non-executive director within the John's previous roles in asset management, his experience in the US and Asia Melanie brings to the Board significant executive experience in creating
investment management and wealth industry. This brings important insight to and his background in finance, operations and technology, are all areas of successful businesses and leading teams of bankers in various roles. This
his roles as Senior Independent Director and Chair of our Remuneration importance to our strategy. John's experience is important to the Board's experience was derived from her career in financial services, where she has
Committee. discussions of financial reporting and risk management, and in his role as specialised in advisory and corporate finance work. She has also had a
Chair of our Audit Committee. particular focus on the evolution of cultures and working practices, and is
Jonathan is a non-executive director of CiCap Limited and its regulated
able to draw on these insights as our designated non-executive Director for
subsidiary Coller Capital Limited. He is also a non-executive director of John was appointed a Director of Standard Life plc in July 2016. From April employee engagement.
Northill Capital Services Limited and a number of its subsidiaries - Vantage 2015 until August 2016, he was non-executive Chairman of Standard Life
Infrastructure Holdings, Securis Investment Partners and Capital Four Holding Investments (Holdings) Limited. Melanie was appointed as a Director of Standard Life plc in November 2015. She
A/S. At the end of 2020 he stepped down as deputy chairman of 3i Group plc
is also a non-executive director and chair of the healthcare company Syncona
after nearly ten years as a board member. Previously, he has been chairman of He is non-executive chairman of Credit Suisse International, Credit Suisse Limited, a FTSE 250 company. She was appointed a managing director of Lazard
Citigroup Global Markets Limited, Citibank International Limited, Dexion Securities (Europe) Limited and a non-executive director of Citco Custody and Co. Limited in 2008 and became a senior adviser in 2012.
Capital PLC and AXA Investment Managers. He has also been a director of Limited and Citco Custody (UK) Limited.
Tilney, Ashmore Group plc and AXA UK PLC.
Previously Melanie held various roles with UBS, having been appointed a
From 2008 to 2010, John was chief operating officer of Threadneedle Asset managing director in 1999 and served as a senior relationship director from
In his executive career Jonathan worked at Morgan Grenfell for 18 years, Management Limited. Prior to this, he held a number of senior executive 2006 to 2008. She was a non-executive director of The Weir Group PLC between
rising to become group finance director of Morgan Grenfell Group, before going positions at Merrill Lynch in London, New York, Tokyo and Hong Kong. 2011 and 2017 and the Drax Group plc between 2013 and 2016. She was also chair
on to take the roles of chief financial officer and chief operating officer at
of Ridgeway Partners Holdings Ltd from 2019, and of its wholly-owned
Deutsche Morgan Grenfell. From 2002 to 2008 he was a director of Schroders He holds a BA (Hons) from Preston Polytechnic and is a Fellow of the Chartered subsidiary Ridgeway Partners Limited from 2016, until 2020. She holds an MA in
plc, during which time he was chief financial officer and later executive vice Institute of Public Finance and Accounting. Mathematics from the University of Oxford.
chairman.
He holds an MA from the University of Cambridge.
Appointed to the Board Age
July 2016 62
Nationality Shares
British 28,399
Board committees: A NC RC
Appointed to the Board Age
November 2015 59
Nationality Shares
British 67,500
Board committees: A NC
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. At the end of 2020 he stepped down as deputy chairman of 3i Group plc
after nearly ten 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.
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 Standard Life plc in July 2016. 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, 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.
Melanie brings to the Board significant executive experience in creating
successful businesses and leading teams of bankers in various roles. This
experience was derived from her career in financial services, where she has
specialised in advisory and corporate finance work. She has also had a
particular focus on the evolution of cultures and working practices, and is
able to draw on these insights as our designated non-executive Director for
employee engagement.
Melanie was appointed as a Director of Standard Life plc in November 2015. She
is also a non-executive director and chair of the healthcare company Syncona
Limited, a FTSE 250 company. She was appointed a managing director of Lazard
and Co. Limited in 2008 and became a senior adviser in 2012.
Previously Melanie held various roles with UBS, having been appointed a
managing director in 1999 and served as a senior relationship director from
2006 to 2008. She was a non-executive director of The Weir Group PLC between
2011 and 2017 and the Drax Group plc between 2013 and 2016. She was also chair
of Ridgeway Partners Holdings Ltd from 2019, and of its wholly-owned
subsidiary Ridgeway Partners Limited from 2016, until 2020. She holds an MA in
Mathematics from the University of Oxford.
Brian McBride - Martin Pike - Cathleen Raffaeli -
Non-executive Director
Non-executive Director
Non-executive Director
Appointed to the Board Age Appointed to the Board Age Appointed to the Board Age
May 2020 65 September 2013 59 August 2018 64
Nationality Shares Nationality Shares Nationality Shares
British Nil British 69,476 American 9,315
Board committees: R Board committees: RC NC A Board committees: R RC
Brian brings a wealth of digital experience and global leadership experience Martin provides broad commercial insight into strategy and risk to the Board, Cathi has strong experience in the financial technology sector and background
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 in the platforms sector, as well as international board experience. She brings
of developing digital strategies and solutions in consumer-facing businesses, knowledge of enterprise-wide risk management. His actuarial and strategic these insights to her role as non-executive chairman of the boards of Elevate
in rapidly evolving markets, is of great benefit to the Board's discussions. consultancy background brings a strong understanding of what drives success in Portfolio Services Limited and Standard Life Savings Limited. This role
the markets in which we operate. provides a direct link between the Board and the platform businesses that help
Brian is currently chair of Trainline PLC, non-executive director of Kinnevik
us connect with clients and their advisers.
AB, and the lead non-executive director on the board of the UK Ministry of Martin was appointed as a Director of Standard Life plc in September 2013. He
Defence. He is also a senior adviser to Scottish Equity Partners. is also chairman and non-executive director of Faraday Underwriting Limited - Cathi is managing partner of Hamilton White Group, LLC which offers advisory
where he sits on the audit and risk committee, and chairs the nomination and services, including business development, to companies in financial services
In his executive career, Brian has worked for IBM, Crosfield Electronics and remuneration committee. In 2021 he was appointed chairman and non-executive growth markets. In addition, she is managing partner of Soho Venture Partners
Dell before serving as chief executive officer of T-Mobile UK and then director of AIG Life Limited, as well as becoming a member of its audit Inc, which offers third-party business advisory services.
managing director of Amazon.co.uk. As a non-executive director, Brian has committee and chair of its remuneration committee.
served on the boards of AO.com, the BBC, Celtic Football Club PLC,
Previously, Cathi was lead director of E*Trade Financial Corporation,
Computacenter PLC and S3 PLC, and as chair of ASOS PLC. He joined R Watson and Sons, consulting actuaries, in 1983, and progressed his non-executive director of Kapitall Holdings, LLC and president and chief
career with the firm to partner level. His senior roles included head of executive officer of ProAct Technologies Corporation. She was also a
He holds an MA (Hons) in Economic History and Politics from the University of European insurance and financial services practice, Watson Wyatt from 2006 to non-executive director of Federal Home Loan Bank of New York - where she was a
Glasgow. 2009, vice president and global practice director of insurance and financial member of the executive committee, and vice chair of both the technology
services, Watson Wyatt during 2009, and managing director of risk consulting committee and the compensation and human resources committee.
& software for EMEA, Towers Watson from 2010 to 2013.
She holds an MBA from New York University and a BS from the University of
Martin holds an MA in Mathematics from the University of Oxford. He is a Baltimore.
Fellow of the Institute and Faculty of Actuaries and a Fellow of the Institute
of Directors.
Appointed to the Board Age
September 2013 59
Nationality Shares
British 69,476
Board committees: RC NC A
Appointed to the Board Age
August 2018 64
Nationality Shares
American 9,315
Board committees: R RC
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.
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 his executive career, Brian has 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 Standard Life plc in September 2013. 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.
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 to her role as non-executive chairman of the boards of Elevate
Portfolio Services Limited and Standard Life Savings Limited. This 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 Reyes - Jutta af Rosenborg -
Non-executive Director
Non-executive Director
Appointed to the Board Age Appointed to the Board Age
October 2019 62 August 2017 62
Nationality Shares Nationality Shares
Swiss and Philippine Nil Danish 8,750
Board committees: R RC Board committees: R A
Cecilia brings great insight from operating in leadership positions in Jutta has extensive knowledge of international management and strategy, from
international financial markets. Her knowledge and many years of direct sector operational roles in a number of listed companies. Her previous
experience of risk management and insurance investment management are of great experience, which includes group finance and auditing, risk management and
benefit to the work of the Board. mergers and acquisitions, allows her to offer valuable perspectives to
strategic discussions.
Before joining the Board, Cecilia was with Zurich Insurance Group Ltd (Zurich)
for 17 years where she was most recently its group chief risk officer, leading Jutta was appointed a non-executive director of Aberdeen Asset Management PLC
the global function comprising group risk management and responsible for its in January 2013. She is a non-executive director of JPMorgan European
enterprise risk management framework. 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
Prior to that, she was its group chief investment officer, responsible for the audit and remuneration committees of both organisations. She is also a member
execution of the investment management value chain - including analysis, of the supervisory board of BBGI SICAV S.A, where she chairs the audit
development and global implementation of the investment strategy for the committee.
group's investments. In both positions, she was a member of Zurich's executive
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.
Cecilia started her career at Credit Suisse, following which she held senior
positions at ING Barings, latterly as head of risk analysis, asset management. A qualified accountant, she holds a Master's degree in Business Economics and
She is also the founder of Pioneer Management Services GmbH which seeks to Auditing from Copenhagen Business School.
develop a non-profit social enterprise.
She holds a BSc from Ateneo de Manila University, an MBA from the University
of Hawaii and a PhD (Finance) from the London Business School, University of
London.
Key to Board committees R Remuneration Committee * Shares include qualifying awards as described on page 83 of the Directors'
remuneration report 2020.
RC Risk and Capital Committee
A Audit Committee
NC Nomination and Governance Committee
Committee Chair
* Shares include qualifying awards as described on page 83 of the Directors'
remuneration report 2020.
Appointed to the Board Age
August 2017 62
Nationality Shares
Danish 8,750
Board committees: R A
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 the Board, Cecilia was with Zurich Insurance Group Ltd (Zurich)
for 17 years where she was most recently its group chief risk officer, leading
the global function comprising group risk management and responsible for its
enterprise risk management framework.
Prior to that, she was its group chief investment officer, responsible for the
execution of the investment management value chain - including analysis,
development and global implementation of the investment strategy for the
group's investments. In both positions, she was a member of Zurich'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.
She is also the founder of Pioneer Management Services GmbH which seeks to
develop a non-profit social enterprise.
She holds a BSc from Ateneo de Manila University, an MBA from the 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.
Key to Board committees R Remuneration Committee * Shares include qualifying awards as described on page 83 of the Directors'
remuneration report 2020.
RC Risk and Capital Committee
A Audit Committee
NC Nomination and Governance Committee
Committee Chair
* Shares include qualifying awards as described on page 83 of the Directors'
remuneration report 2020.
3. Corporate governance
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 2020, 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
Corporate governance statement also explains the relevant compliance with the
Disclosure Guidance and Transparency Sourcebook. The table on page 102 sets
out where to find each of the disclosures required in the Directors' report in
respect of Listing Rule 9.8.4 R.
1. Board leadership and company purpose
Company purpose and Business model
The Board supports the Company's purpose set out on pages 1 and 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 12. Pages 2 to 41 show how
the business model supported the protection and generation of value in 2020,
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 38 to
40, complemented by the report of the Risk and Capital Committee on pages 66
to 69.
Oversight of culture
The Board and the Nomination and Governance Committee play an important role
in overseeing how the Group assesses and monitors the culture evident within
the business and how the desired behaviours are embedded across the Group and
contribute to its success. 'Building a culture of curiosity and ownership' and
the activities to support it are covered on pages 22 and 23. The ELT reviewed
the Group's internal culture document - the Blueprint - which was updated to
reflect the input of Stephen Bird as incoming CEO - to make sure that it
remained aligned with the Company's evolving purpose and strategy, and also
some of the lessons learned from different ways of working during the
pandemic, such as increased collaboration spaces being available when we are
able to return to working in the office. The Nomination and Governance
Committee has asked that measures are developed during 2021 to monitor and
assess culture consistently across the Group. In addition, page 26 includes a
summary of the charitable actions taken to support local communities during
the pandemic.
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. 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 50 to 51 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 2020, the means to deliver effective
engagement needed to be adjusted to reflect the impact of COVID-19, but was
done so successfully.
Engaging with investors
The Investor Relations and Secretariat teams support the direct investor
engagement activities of the Chairman, CEO, CFO and, as relevant, Committee
chairs. During 2020, and within COVID-19 restrictions, there was a programme
of domestic and international meetings with investors and analysts. The wide
range of relevant issues discussed included CEO succession, progress on
transformation, business strategy, financial performance, operational
activities and corporate governance, including diversity and inclusion. The
Chairman, CEO and CFO bring relevant feedback from this engagement to the
attention of the Board. Following his appointment as CEO, Stephen Bird
undertook a specific programme of engagement to meet with, and introduce
himself to, major institutional investors. Prior to recommending the revised
remuneration policy to shareholders at the 2020 Annual General Meeting, the
Remuneration Committee Chairman also consulted extensively with major
institutional investors regarding the design of the Company's executive
remuneration plans.
The Board pays particular attention to the interests of the Company's 1.1
million individual shareholders who hold more than one third of the Company's
issued shares. 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 410,000
shareholders receive all communications this way. The Company actively
promotes self service via the share portal and over 450,000 shareholders have
signed up to this service. Share portal participants can maintain their
personal details and dividend instructions online, and view and download
personal documents such as statements and tax documents. Shareholders have the
option to hold their shares in the Standard Life Aberdeen Share Account where
shares are held electronically in a secure environment 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 the release of both the full year and half year
financial results with the related transcript and webcast available on the
Company's Investor Relations website www.standardlifeaberdeen.com/annualreport
The 2020 Annual General Meeting was held in Edinburgh on 12 May 2020. As a
consequence of COVID-19 restrictions, no more than two people were permitted
to assemble publicly and so shareholders were not able to attend in person.
The meeting took place with the CEO and the Company Secretary present as
members. Shareholders were invited to submit questions in advance of the
meeting and the Chairman recorded a video presentation which addressed the
main themes of the questions raised. The CEO also recorded a presentation
providing a business update, including an overview of the COVID-19 response
planning. Both videos were posted on the Company's website on the day of the
AGM. The results were made available on the website the same day. 49% of the
shares in issue were voted and all resolutions were supported although
resolution 16 did not reach the necessary threshold to pass as a special
resolution. Investor feedback made it clear that the lack of support was in
relation to the interpretation that the proposed changes to the Company's
Articles of Association would allow the Company to hold virtual-only meetings.
To emphasise, neither the current nor proposed Articles would allow the
Company to hold a virtual-only AGM. The proposed change was to allow
electronic participation in a physical meeting.
Following on from failure to reach the level of support needed to pass the
vote on the proposal to amend the Articles (resolution 16), the Board issued,
as required by the Code, an updating regulatory announcement on 12 November
2020. The announcement summarised the engagement the Company had had with
institutional investors on the specific matter and re-emphasised that it was
not the Board's intention to move to hold a virtual-only AGM. Shareholders
will be invited to vote on proposed revisions to the Articles at the 2021 AGM.
At present, we do not expect the COVID-19 restrictions to have eased
sufficiently to allow shareholders to be able to attend this year's AGM in
person. Instead shareholders will be able to view the AGM live by webcast.
Questions can be submitted in advance or during the meeting and Directors will
respond to as many questions as possible during the meeting.
The AGM guide 2021 will be published online at www.standardlifeaberdeen.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.standardlifeaberdeen.com after the meeting.
Engaging with employees
Melanie Gee has continued as the designated NED to support workforce
engagement. The Board Employee Engagement (BEE) annual plan is designed to
access views from all employees across the business, including those located
outside the U.K. During 2020, some of the direct engagement plans were
disrupted by the need to comply with COVID-19 restrictions but the Board has
continued to engage with employees directly and through regular meetings with
relevant employee representatives via interactive video conference calls. The
various BEE initiatives are covered below.
As the Viewpoints survey was undertaken in 2020, no additional all-employee
BEE related surveys were issued. Follow-up to the 2019 survey on diversity and
inclusion is included on page 22, and the outputs from the ESG survey continue
to inform ESG initiatives.
The BEE group continued to operate and met four times in 2020. Employees
attending these meetings included:
· The UK employee representative forum
· Representatives of all the employee networks (Unity, YPDN, Lighthouse,
Balance, Armed Forces, Mind Matters)
· Regional HR representatives to discuss local initiatives on employee
engagement. During 2020, the BEE group heard about how local activities were
targeted to take account of country-specific circumstances. The regions also
shared local lockdown experiences with a view to helping each other.
· The Diversity and Inclusion Team to discuss how they are taking forward
employee engagement matters, including those arising from the Viewpoints
survey
· The Sustainability team, to consider how operational ESG and climate
change initiatives and charitable initiatives are being taken forward, and how
charitable initiatives were focused on local needs in the light of the
COVID-19 pandemic
At these meetings, there was also general discussion of engagement themes and
initiatives which the various representatives had been made aware of.
During 2020, Melanie also met the chairs of all of the employee networks on a
1:1 basis. At these meetings, the network chairs responded to her ask of 'one
request' which the networks wanted the Board to be aware of from their
perspective. The results of these meetings were reported to the Board and the
Board was supportive of the resulting actions which included the NEDs giving
further masterclasses on their careers and each network being able to present
directly to the Board.
As a result of COVID-19, the planned programme of NED engagement dinners had
to be changed and although only one physical dinner was held, in February, a
'virtual get together' was held in December, also attended by the Chairman,
which looked back at the 2020 BEE programme and identified some objectives for
2021. At the NED engagement dinner in February 2020, the NED attendees heard
from employees who support engagement activities in their teams. They shared
with the NEDs some of their ideas on communication and innovation.
In further BEE activities, there were three virtual Meet the NEDs sessions
covering UK and EMEA, APAC and the Americas. These informal sessions were
hosted by Melanie, accompanied by the Chairman and the NEDs, and employees
took the opportunity to submit a wide variety of questions to the NEDs in
advance of the meeting, and also raise questions during the meeting. While
some of the questions were appropriate for the ELT rather than the NEDs, the
NEDs committed to having the questions addressed and reported back to the
attendees. Feedback from the Meet the NEDs sessions has been positive while
recognising the constraints of the virtual process, and they complemented the
physical or virtual 'Town Hall' sessions held by the CEO and the ELT
throughout the year, all across the Group's operations.
The main general feedback themes which were escalated to the Board during 2020
included the need for continuing focus on comprehensive and quality
communications to help employees understand the impact of COVID-19 on our
offices; how they would be supported to carry out their roles and how employee
interests were being considered in the ELT's initiatives.
At each Board meeting, Melanie gives a formal report on BEE activities,
including the issues that have been raised through the discussions, and the
Board considers how the ELT, in particular the Chief HR Officer, the Chief
Brand, Marketing and Corporate Affairs Officer and the COO, are taking forward
the points raised.
The BEE programme will continue in 2021, adjusted to take account of COVID-19.
Summary of Stakeholder engagement activities
Under s.172, 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 when pandemic · The heads of the Growth Vectors report at Board meetings on key client · Engagement supported the development of the key client management
Read more on pages 14 to 19. restrictions are in place) and reports to the Board on such meetings engagement, support programmes and client strategies process, and our client solutions and ESG approaches
· The CEO has weekly calls with his opposite number at Phoenix Group, our · Market share data and competitor activity are routinely reported to the · The creation of the Growth Vectors was designed to position the business
largest client and reports thereon to the Board Board around client needs with performance accountability measured on that basis
· The CEO takes part in key client pitches to hear directly from clients on · Analysis of successes and failures on client proposals is reported to the · Investment processes are driven by understanding client needs and
their requirements (again virtually when pandemic restrictions are in place) Board designing appropriate solutions taking into account client risk appetite and
sophistication
· The Chairman meets with key clients at international conferences and · Results of client perceptions survey/customer sentiment index are
industry membership boards where he represents the Group reported
· The Board members feed into Board discussions feedback received directly
from clients
Our people · Meet the NEDs town hall sessions and NED engagement dinners for a diverse · CHRO reports to each Nomination and Governance Committee meeting on key · Engagement feedback recognised in Board discussions on new ways of
Read more on pages 20 to 23. mix of staff at all levels (when permitted) allow direct feedback in informal hires and employee issues working
settings
· CHRO produces a regular report for the Board drawing out key factors · Engagement feedback is a key input to succession planning for key roles
· Employee engagement NED in place and active with the employee diversity influencing staff turnover, morale and engagement and design of reward
networks as well as with all employees through their representatives. Reports
from the BEE NED are a standing report at each Board meeting. · Viewpoints and Pulse surveys collect aggregate, regional, functional and
business group trend data which is reported to the Board
· Chairman and NEDs all mentor one or two CEO-1 or -2 level emerging talent
· CEO and CFO 'Town Hall' sessions
· The CEO meets regularly with key clients (virtually when pandemic
restrictions are in place) and reports to the Board on such meetings
· The CEO has weekly calls with his opposite number at Phoenix Group, our
largest client and reports thereon to the Board
· The CEO takes part in key client pitches to hear directly from clients on
their requirements (again virtually when pandemic restrictions are in place)
· The Chairman meets with key clients at international conferences and
industry membership boards where he represents the Group
· The Board members feed into Board discussions 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 routinely reported to the
Board
· Analysis of successes and failures on client proposals 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 20 to 23.
· Meet the NEDs town hall sessions and NED engagement dinners for a diverse
mix of staff at all levels (when permitted) allow direct feedback in informal
settings
· Employee engagement NED in place and active with the employee diversity
networks as well as with all employees through their representatives. Reports
from the BEE NED are a standing report at each Board meeting.
· Chairman and NEDs all mentor one or two CEO-1 or -2 level emerging talent
· CEO and CFO 'Town Hall' sessions
· CHRO reports to each Nomination and Governance Committee meeting on key
hires and employee issues
· CHRO produces a regular report for the Board drawing out key factors
influencing staff turnover, morale and engagement
· Viewpoints and Pulse surveys collect aggregate, regional, functional and
business group trend data which is reported to the Board
· Engagement feedback recognised in Board discussions on new ways of
working
· Engagement feedback is a key input to succession planning for key roles
and design of reward
Key stakeholders Direct Board engagement Indirect Board engagement Outcomes
Society Business partners/ supply chain · CEO leads on relationships with key business partners and reports back to · COO attends each Board meeting and reports on first line key supplier · Transformation discussions have included a focus on the quality, service
the Board relationships and their role in transition and transformation activities provision, availability and costs of relevant suppliers
Read more on pages 24 to 29. · Risk and Capital Committee routinely reviews dependency on critical · Supplier surveys undertaken · The overriding guidelines for business partnerships have been established
suppliers and how they are managed
as working for both parties and creating world-class operations
· Tendering process include smaller level firms
· Audit Committee leads on assessment of external audit performance and
· The Board sought assurance on the ability of key suppliers to continue to
service provision · Access and audit rights in place to key suppliers operate during the pandemic
· The Board received detailed papers supporting the outsourcing of a number · Modern slavery compliance process in place
of technology services, the renegotiation of the Group's contracts with FNZ in
relation to the Platforms business and the revisions made to the Group's · Procurement/payment principles in place
relationship with Phoenix
· Certain key suppliers regularly discussed at Audit Committee, Risk and
Capital Committee and Board
Communities · Chairman/NEDs/EDs present at relevant events and conferences · Stewardship/sustainability teams report regularly to the Board · Considered as input to the Group's culture and strategic drivers
· Chairman/EDs represent the Group on public policy and community · Feedback on annual Stewardship and TCFD reports · Engagement drives the expression of our purpose
Read more on pages 24 to 29. organisations
· Review of charitable giving strategy
· Additional provision made for local charitable giving in COVID-19
circumstances · ESG commercialisation presentations to the Board
Regulators/ · Regular engagement with CEO, Chairman and Committee Chairs · Chief Risk Officer (CRO) updates at every Board meeting · Relevant Board decisions recognise regulatory impact and environment
policymakers/ · FCA presents to the Board · Reports on the results of active participation through industry groups
governments · 'Dear Board/CEO' letters issued from regulators
Read more on pages 24 to 29.
· Relevant engagement with regulators in overseas territories
Shareholders Strategic partners · CEO has taken on detailed handling of the Phoenix relationship with · Specific updates in CEO report · The development of our business through our relationships with Strategic
regular meetings with his opposite number
partners is a critical element of the Board's strategy
· As appropriate, reports to Board/ Committees from representative
Read more on pages 30 to 37. · ED representation on HDFC boards during 2020 Directors
· ED direct meetings with core supplier relationships · One ELT member serves on the Phoenix Board
Shareholders · Results, AGM presentations and Q&A · Regular updates from the EDs/ Investor Relations Director/ Chairman/ · Engagement supported various decisions including the proposed
Chairman of Remuneration Committee summarising the output from their remuneration policy approved at the 2020 AGM
· Chairman, CEO and CFO meetings with investors programmes of engagement
Read more on pages 30 to 37.
· Remuneration Committee Chair meetings with institutional investors · Analyst/Investor reports distributed to the Board
· Chairman/CEO/CFO direct shareholder correspondence · As relevant, feedback from corporate brokers
· Publication of Shareholder News
· Dedicated mailbox and shareholder call centre team
· CEO leads on relationships with key business partners and reports back to
the Board
· Risk and Capital Committee routinely reviews dependency on critical
suppliers and how they are managed
· Audit Committee leads on assessment of external audit performance and
service provision
· The Board received detailed papers supporting the outsourcing of a number
of technology services, the renegotiation of the Group's contracts with FNZ in
relation to the Platforms business and the revisions made to the Group's
relationship with Phoenix
· COO attends each Board meeting and reports on first line key supplier
relationships and their role in transition and transformation activities
· Supplier surveys undertaken
· Tendering process include smaller level firms
· Access and audit rights in place to key suppliers
· Modern slavery compliance process in place
· Procurement/payment principles in place
· Certain key suppliers regularly discussed at Audit Committee, Risk and
Capital Committee and Board
· Transformation discussions have included a focus on the quality, service
provision, availability and costs of relevant suppliers
· The overriding guidelines for business partnerships have been established
as working for both parties and creating world-class operations
· The Board sought assurance on the ability of key suppliers to continue to
operate during the pandemic
Communities
Read more on pages 24 to 29.
· Chairman/NEDs/EDs present at relevant events and conferences
· Chairman/EDs represent the Group on public policy and community
organisations
· Additional provision made for local charitable giving in COVID-19
circumstances
· Stewardship/sustainability teams report regularly to the Board
· Feedback on annual Stewardship and TCFD reports
· Review of charitable giving strategy
· ESG commercialisation presentations to the Board
· Considered as input to the Group's culture and strategic drivers
· Engagement drives the expression of our purpose
Regulators/
policymakers/
governments
Read more on pages 24 to 29.
· Regular engagement with CEO, Chairman and Committee Chairs
· FCA presents to the Board
· 'Dear Board/CEO' letters issued from regulators
· Relevant engagement with regulators in overseas territories
· Chief Risk Officer (CRO) updates at every Board meeting
· Reports on the results of active participation through industry groups
· Relevant Board decisions recognise regulatory impact and environment
Shareholders
Strategic partners
Read more on pages 30 to 37.
· CEO has taken on detailed handling of the Phoenix relationship with
regular meetings with his opposite number
· ED representation on HDFC boards during 2020
· ED direct meetings with core supplier relationships
· Specific updates in CEO report
· As appropriate, reports to Board/ Committees from representative
Directors
· One ELT member serves on the Phoenix Board
· The development of our business through our relationships with Strategic
partners is a critical element of the Board's strategy
Shareholders
Read more on pages 30 to 37.
· Results, AGM presentations and Q&A
· Chairman, CEO and CFO meetings with investors
· 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 various decisions including the proposed
remuneration policy approved at the 2020 AGM
Speaking up
The workforce has the means to raise concerns in confidence and anonymously.
The Audit Committee's oversight of the whistleblowing policy is covered in the
Audit Committee report on page 64.
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. Given their short
tenure, Stephen Bird and Stephanie Bruce do not currently have any NED roles.
Keith Skeoch did not have any FTSE 100 non-executive roles but continued as a
non-executive director of the Financial Reporting Council and was appointed
Chairman of the Investment Association on 1 May 2020. Martin Gilbert was a
non-executive director at Glencore plc. He was also appointed chair of Revolut
on 1 January 2020, this additional appointment having been approved by the
Board and recognising that his full-time role had been reduced by 20%.
Proposed additional appointments of the NEDs are firstly discussed with the
Chairman and then reported to the Nomination and Governance Committee prior to
be being considered for approval. The register of the Board's collective
outside appointments is reviewed annually by the Board. Directors' outside
appointments are included in their biographies on pages 44 to 47.
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 Group's Outside Appointments
and Conflicts of Interest policies.
In February 2021, 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 2022.
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 2020, the Board's key
activities included approving, overseeing and challenging:
· The updated strategy and the 2021 to 2023 business plan to implement the · Succession planning, in particular the CEO succession process
strategy
· Significant corporate and other transactions including sales of shares in
· Capital and management structures including the £400m share buy back our Indian associate businesses, completing the sale of our Hong Kong
programme insurance subsidiary, the agreement to acquire Tritax partners, the agreement
to sell our Nordics direct real estate business and announcing the sale of
· Oversight of culture, our standards and ethical behaviours Parmenion
· Dividend policy including the recommendation to pay the 2019 final · The quarterly performance of the investment business
dividend and approval of the 2020 interim dividend
· The ESG approach, both as an issuer and as an asset manager
· Financial reporting, including the impact of the amortisation and
impairment of intangibles acquired through acquisition · Significant external communications
· Risk management, including the Enterprise Risk Management (ERM) · The work of the Board Committees
framework, risk strategy, risk appetite limits and internal controls and in
particular how this was adapted for COVID-19 · Appointments to the Board and to Board Committees
· Remuneration policy, recommending a revised policy to shareholders at the · Matters escalated from subsidiary boards to the Board for approval
May 2020 AGM
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 key 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 authorities, and the local and wider communities
and 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 · Financial Reporting · Development and Implementation of remuneration policy · Risk management framework
· Succession planning · Internal audit · Incentive design and setting of targets · Compliance reporting
· Board appointments · External audit · Employee benefit structures · Risk appetites and tolerances
· Governance framework · Whistleblowing · Transactional risk assessments
· 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 World-class operations Control
Support the CEO to deliver Growth across the business: Support the CEO and Chief Human Resources Officer (CHRO) in developing leading Support the CEO and Chief Operating Officer (COO) by overseeing global Support the CEO in the first line management of risk, working closely with the
talent management and succession planning. functions and the delivery of functional priorities. Chief Risk Officer (CRO).
· 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.standardlifeaberdeen.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 9 March 2021, the Board comprises
the Chairman, eight independent non-executive Directors and two executive
Directors. The Board is made up of six men (55%) and five women (45%) (2019:
men 55%, women 45%).
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. None of the NEDs has served on the
Board for more than nine years since the date of their first appointment.
Following this review, the Board has concluded that all the current
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 2020. 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
53. 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 equal opportunities 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
Diversity activities and progress to meet our targets are covered in the
Investing in talent section of the Strategic report on page 22. The ELT's
diversity policy in covered in the Directors' report on page 100.
Board changes during the period
Board changes during the year are covered in the Directors' report on page 98.
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 71.
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
those 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 2020, the Committee reviewed and supported the recommendation
that Jutta af Rosenborg's appointment should be continued for a third term -
taking account of her service on the board of AAM PLC prior to August 2017.
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 2021 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 appointment of Stephen Bird. The Group
has additionally used the services of MWM Consulting to support other senior
management searches.
Director election and re-election
At the 2021 AGM, all of the current Directors will retire. Stephen Bird,
having been appointed since the previous AGM, will retire and stand for
election. All the other Directors will stand for re-election.
As well as in Section 2, the AGM guide 2021 includes more background
information about the Directors, including the reasons why the Chairman,
following their annual reviews, believes that their individual skills and
contribution supports 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, whose appointment and removal is
a matter for the Board.
Board effectiveness
Review process
The Board commissions externally facilitated reviews regularly. As the 2018
and 2019 reviews were facilitated externally, the Nomination and Governance
Committee agreed that the 2020 review should be conducted internally.
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 agreed actions from the 2019 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
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, regulatory uncertainty arising from matters
such as the possible outcome of Brexit negotiations, regulatory change
including transitioning away from LIBOR, increasing external expectations on
the quality of external reporting, with a particular focus on enhancing ESG,
culture and diversity reporting, and the challenges of managing virtual Board
meetings, recognising that the Directors had not been able to gather in person
since March 2020. Internally, the main factor was the CEO succession and the
work Stephen Bird has been leading since his appointment.
Taking all of this into account, the Board believes that it performed
effectively during 2020. Arising from the review the Board looks to see
continued developments in these areas:
· Increased informal Board interaction between meetings to compensate,
partly, for not being able to come together physically at this time
· An increased programme of virtual Board training sessions/deep dives to
make sure the Board remains up to date on wider industry and market matters,
using external commentators and experts as relevant
· Creating more agenda time to discuss and measure ESG, Culture and
Diversity and Inclusion, making sure they have a clear link to corporate
strategy and its execution
· Finding more time for the Board to discuss matters beyond fulfilling its
statutory reporting and governance requirements
· Continuing to strengthen regular Board reporting, with a particular focus
on client and customer perception, key supplier relationships and the
appropriate number of informative KPIs
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 2021.
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 second
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 2021. 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 2020. 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 SMCR.
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 investments, regulatory reporting, ESG, conduct risk, risk and
capital management, and financial reporting
· Visits to business areas (when permitted by Government 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. This process was particularly relevant in 2020 to
support Stephen Bird's induction as CEO.
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:
· Platform transformation
· Finance transformation
· Technology strategy
· LIBOR transition
· The activity of the ESG investment team and the broader Enabling ESG
programme
· 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 103. 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 38 to 40.
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 system was in place
throughout the year and up to the date of approval of the Annual report and
accounts 2020.
A review of SLA's risk management and internal control systems was carried out
drawing on inputs across the three lines of defence. This did not include
associates and joint ventures as they do not fall within these systems. The
first line conducted Risk Control Self-Assessments (RCSAs) throughout 2020;
Risk & Compliance undertook a review of the effectiveness of the
Enterprise Risk Management Framework (ERMF) (including RCSAs) and how internal
controls were operating within the first line; and, Internal Audit produced a
Control Environment Assessment using SLA's risk taxonomy. Collectively these
provided a view of the firm's control environment from each of the three lines
of defence. The impacts of COVID-19 on SLA's operations (with most staff
having worked from home since the start of the pandemic) were reflected in the
review.
Following this review, the Board concluded that the system of internal control
was effective, and that there had been no significant failings or weaknesses
during the period.
Additionally, with regard to regular financial reporting and preparing
consolidated accounts, the Finance function sets formal requirements for
financial reporting, defines the process and detailed controls for the IFRS
consolidation, reviews and challenges submissions and receives formal sign-off
on financial reporting from business unit finance heads. In addition, the
Finance function runs the Technical Review Committee and the Financial
Reporting Executive Review Group which review external technical developments
and detailed reporting disclosure and accounting policy issues.
The Board's going concern statement is on page 102 and the Board's viability
statement is on page 37.
5. Remuneration
The Directors' remuneration report (DRR) on pages 73 to 95 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 87 of the DRR and in the Reward section of the Directors' report on
page 100. 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, 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
Chair 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 had planned to hold eight formal
meetings and a focused strategy meeting in 2020. As the COVID-19 pandemic
grew, the Board held additional update calls. When there were recommendations
to be decided on, these were structured as formal Board meetings. There were
also additional calls which were not constituted as formal Board meetings, but
when the Board was able to hear from and question SMEs from the risk,
operations, client and HR teams to understand how the organisation was
responding to the pandemic. The Board was keen to find the balance between
overseeing how the ELT was operating at this time and allowing the ELT time to
focus on delivering priorities e.g. the means for the workforce to be able to
work from home.
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 2020.
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 2020 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 -- 5/5 - -
Executive Directors
Stephanie Bruce 12/12 - - - -
Stephen Bird(4) 5/5 - - - -
Non-executive Directors
Jonathan Asquith 12/12 - 5/5 10/10 -
Brian McBride(1) 9/9 - - 5/5 -
John Devine(2) 12/12 6/6 5/5 5/5 9/9
Melanie Gee(3) 12/12 6/6 5/5 - 4/4
Martin Pike 12/12 6/6 5/5 - 9/9
Cathleen Raffaeli 12/12 - - 9/10 9/9
Cecilia Reyes 12/12 - - 10/10 9/9
Jutta af Rosenborg 12/12 6/6 - 9/10 -
Former members
Keith Skeoch (stood down on 31 August 2020) 8/8 - - - -
Martin Gilbert (stood down on 14 May 2020) 4/4 - - - -
(1 ) Brian McBride was appointed to the Board and Remuneration Committee
on 1 May 2020.
(2 ) John Devine stood down from the Remuneration Committee after the
2020 AGM.
(3 ) Melanie Gee stood down from the Risk and Capital Committee after the
2020 AGM.
(4 ) Stephen Bird was appointed to the Board on 1 July 2020.
Board Committees
Diagram removed for the purposes of this announcement. However it can be
viewed in full in the pdf 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.standardlifeaberdeen.com/annualreport
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
financial reporting, internal control and the relationship with the External
auditors.
I am pleased to present my report as Audit Committee Chairman.
A major role of the Committee in 2020 was to consider the impact of COVID-19
on financial reporting, particularly on the Half year results 2020, and
internal controls.
During the year the Committee also:
· Considered the carrying value of intangible assets, in particular asset
management goodwill and customer relationship intangibles
· Considered reports from the Chief Internal Auditor
· Reviewed CRD IV reporting
· 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
2020, please see the table on page 57.
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 compliance 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
Financial Crime to discuss their work, findings and current developments.
Committee effectiveness
The Committee reviews its remit and effectiveness each year. The 2020 review
was conducted internally by the Company Secretary interviewing each of the
Committee members. As well as general observations, the key performance areas
considered were:
· The coverage of the Committee's duties in the meeting agendas
· How effectively agenda items were presented and discussed
· 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
The Committee members did not raise any material issues or concerns regarding
the above areas or the overall effectiveness of the Committee during 2020.
They were very supportive of the Chair's effective role in leading the
Committee through the volume of technical papers. The Committee members always
aim to find the right balance in their discussion time to make sure that,
while they cover technical financial and regulatory reporting to the
appropriate level, they are also able to spend enough time considering all of
the other matters under their remit. The Committee also recognised the ongoing
external changes in relation to audit reform and the provision of audit
services and will consider any changes/best practice that may arise from this.
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 2019
· Strategic report and financial highlights 2019
· Financial reporting judgements
· Liaison with the Remuneration Committee on targets and measures
· External auditors' review of Full year results
· Financial crime and Whistleblowing
Apr-Jun · Internal audit findings
· CASS reporting update
· Pillar 3 regulatory reporting
· Initial financial reporting matters for Half year 2020
· Financial crime and Whistleblowing
Jul-Sep · Half year results 2020
· External auditors' review of Half year results
· External auditors' audit strategy, including fees
· Internal audit findings
· Financial crime and Whistleblowing
· MiFID II reporting updates
Oct-Dec · Initial financial reporting matters for Full year 2020
· Non-audit services policy
· The Internal audit plan and charter
· Internal audit findings
· Effectiveness of the External auditors and related non-audit services
· Financial crime and Whistleblowing
· Risk management and internal control system annual review
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 pdf document
Detail of work
The focus of work in respect of 2020 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 2020 Group financial statements. This year
there were no new accounting standards which had a significant impact on the
Group accounting policies.
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 2020, the Committee reviewed the Annual report and accounts 2019 and
the Half year results 2020. 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 impact of COVID-19 on the Annual report and
accounts 2020 and Half year results 2020 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.
Accounting estimates and judgements
The Audit Committee considered all estimates and judgements that Directors
understood could be material to the 2020 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 2020
these significant accounting estimates and assumptions
Intangible assets including goodwill
For all intangible assets including goodwill, an assessment is made at each The half year 2020 impairment review of asset management goodwill resulted in
reporting date as to whether there is an indication that the intangible has the recognition of an impairment of £915m. The Committee spent time at two
become impaired. meetings reviewing and challenging assumptions relating to the fair value,
less costs of disposal, of the asset management cash-generating unit. The
At half year 2020 we determined that an impairment of goodwill was required. Committee considered a number of different valuation approaches, and discussed
Significant judgement was required to determine the recoverable amount of the that the key assumptions relating to the earnings multiple valuation approach
asset management cash-generating unit which determined the goodwill were projected forecasts of maintainable earnings, price to earnings
impairment. multiples, and premiums for control and discounts for lack of liquidity. The
Committee considered these assumptions were within the range of reasonable
Impairment triggers are used to assess whether there are indicators of outcomes. See Note 15 for further details.
impairment for other intangibles. The intangibles with material judgements are
the customer relationship and investment management contract intangibles. At The Committee also considered analysis provided by management on impairment
half year 2020 we determined that an impairment of the segregated and similar triggers relating to the customer relationship and investment management
customer relationship intangible was required. The determination of the contract intangibles. The Committee agreed with management that there were no
recoverable amount for this segregated and similar intangible required indicators of impairment for these intangibles, other than in relation to the
assumptions relating to future fee revenue and expenses. segregated and similar customer relationship intangible where an impairment of
£134m was recognised. The Committee challenged the assumptions underlying the
value in use for this intangible and concluded that they were reasonable and
that related sensitivities were appropriately disclosed. See Note 15.
Significant accounting estimates, judgements and assumptions for the year How the Audit Committee addressed
ended 31 December 2020
these significant accounting estimates and assumptions
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 recent government announcements relating to
the future of RPI.
For the UK defined benefit pension plan, the Committee reviewed the
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 34 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 34 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.
Investments in associates
During 2020 the Group's associate Phoenix issued new shares relating to the The Committee considered whether Phoenix should continue to be classified as
acquisition of ReAssure Group plc, which resulted in the Group's holding in an associate, and concluded that this classification remained appropriate,
Phoenix of 19.97% becoming 14.4% of the enlarged group. Determining whether notwithstanding that the holding was significantly less than 20%. The
Phoenix should continue to be classified as an associate was a critical classification as an associate was based on significant influence from the
accounting policy judgement during 2020. contractual relationships with Phoenix, including the licencing to Phoenix of
the Standard Life brand, and the Group's Board representation on the Phoenix
board. The Committee noted that if the holding was considered an investment
rather an associate we would no longer report our share of Phoenix's profits
As detailed in the 2019 Audit Committee report, HDFC Life was considered to be but would instead account for Phoenix as an investment at fair value.
an associate whilst our shareholding gave us the right to appoint a director
to the HDFC Life Board. The Committee noted that following the sale of HDFC Life shares on
3 December 2020 we no longer had the right to appoint a director to the HDFC
Life Board and therefore accounting as an investment was appropriate, giving
rise to a significant increase in the carrying value (to fair value) and a
In relation to the Phoenix associate, judgements were also required relating significant gain in the 2020 income statement.
to the recoverable amount and carrying value of the investment.
In relation to Phoenix, the Committee noted that at year end 2020 the market
value was above the carrying value and therefore that there were no indicators
of impairment.
See Note 16 for further information.
The Committee also discussed the implications of the announcement on 23
February 2021 relating to the simplification and extension of the strategic
partnership with Phoenix. The Committee agreed that following the changes to
the commercial agreements, in particular in relation to the licensing of the
'Standard Life' brand, Phoenix should no longer be accounted for as an
associate with effect from 23 February 2021, and should instead be accounted
for as an investment at fair value. Note 47 relating to events after the
reporting date provides 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'. A
focus in 2020 was ensuring that the Strategic report appropriately explained
risks relating to and impact of the COVID-19 virus.
Standard Life Aberdeen's principles
To create clarity around what Standard Life Aberdeen 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,
Communications and Strategy.
· 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 2020 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 profit before tax is a key profit APM. The Committee considered
whether the allocation of items to adjusted 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 restructuring costs, 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 2020,
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 2020 the Group published its Standard Life Aberdeen plc Pillar 3 report
under CRD IV. The Committee reviewed the Pillar 3 report and reviewed and
discussed 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.
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
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 receives
regular updates from the Head of 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 2020,
the Committee reviewed the output of an internal audit on the anti-financial
crime framework and it has continued to oversee the progress to implement the
report's recommendations.
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. An exercise was
undertaken during the year to benchmark Internal audit resources, with
increased consideration of how audit assurance activity across the Group is
aligned and coordinated, avoiding gaps and overlaps. 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. As a result of
COVID-19, the audit plan year was adjusted to support a full programme of
COVID-19 related audit work, ahead of a transition to a revised plan. Key
areas of focus over the year were operational resilience, conduct and the
Group's Transformation programme.
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. These have been positive and allow
the function to continue to measure itself against best practice. Regular
reporting is provided to the Committee to illustrate plan progress, and the
status of implementation of recommendations. The Committee's review of 2020
was positive and supports the continuous evolution and enhancement of the
function.
The Internal Audit function completed its functional transformation programme
in March 2020, subsequently launching an updated strategy focusing on quality,
delivery, people, and stakeholders, underpinned by a number of pillars
including digital.
The Chief Internal Auditor reports to the Committee Chairman. During the year,
regular dialogue takes place, at least monthly, between the Committee Chairman
and the Chief Internal Auditor.
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 2021 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 fourth audit as the lead audit
partner. Recognising the rotational requirements for the lead audit partner
for financial year 2022, the Committee has been meeting with potential
candidates to succeed him, and agreeing a plan with KPMG on how to evolve the
audit team to ensure a smooth handover.
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. There is a 70% fee cap on non-audit
services to audit clients 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
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 2020 was £5.2m (2019: KPMG
£4.8m). In addition £2.3m (2019: £2.1m) 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 £0.8m (2019: £1.2m) all of which related to other
assurance services. Other assurance services in 2020 primarily related 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 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 8 of the Group
financial statements.
The ratio of non-audit fees to audit and audit related assurance fees is 11%
(2019: 17%). The total of audit related assurance fees (£2.3m) and non-audit
fees (£0.8m) is £3.1m, and the ratio of these audit related assurance fees
and non-audit fees to audit fees is 59% (2019: 69%). 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. This was particularly
relevant in 2020 as both the Finance team and the External audit team had to
overcome the challenges of remote working.
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. We requested a formal report from
KPMG of the applicability of the findings to Standard Life Aberdeen both in
respect of generally identified failings and failings specific to individual
audits. We were satisfied insofar as the issues might be applicable to
Standard Life Aberdeen'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 at least monthly 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 next paragraph for more detail.
The Committee discussed with KPMG how remote working would impact their audit
and were satisfied that there would be no impact on audit quality.
We have discussed the accuracy of financial reporting with KPMG both as
regards accounting errors that will 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 £25m (2019:
£31m). This equates to approximately 2.7% of normalised profit before tax (as
set out in the KPMG independent auditors' report) and 5% 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, we supported that audit testing would
be performed to a lower materiality threshold for individual reporting units.
Further, KPMG agreed to draw the Committee's attention to all identified
uncorrected misstatements greater than £1.25m (2019: £1.6m). The aggregated
net difference between the reported pre-tax profit and the auditor's judgement
of pre-tax profit was less than £3m which was significantly 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 us 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.
The overall risk environment for the Group remains at an elevated level as a
result of the combination of the difficult market environment and our ongoing
business transformation activity.
A key area of focus for the Committee during 2020 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. In light of the ongoing uncertainty in the
political landscape over the year, the Committee monitored developments in
relation to the negotiations for the UK's future relationship with the EU and
reviewed Standard Life Aberdeen's preparations for a disorderly Brexit
scenario which ensured that we would continue to be able to provide our
clients with continuity of service, whatever the final outcome.
Throughout 2020 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 risks arising from the transformation activity across the Group
· Work to develop our approach to managing cyber resilience in line with
the US National Institute of Standards and Technology (NIST) framework
· Our Conduct Risk Framework and the implementation of the Senior Managers
and Certification Regime across the UK business
· The Group's exposure to climate change and management of related risks
and opportunities
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 2020, please see the table on page 57.
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, the Chief Investment 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 the Chief Internal Auditor
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 exposure to a range of risks and
uncertainties. Understanding and actively managing the sources and scale of
these risks and uncertainties 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.
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.
The Committee's work in 2020
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 pdf document
The key recurring items 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 Standard Life Aberdeen'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 supports the Committee in understanding changes to the
risk profile of the Group and the capital position over the course of the
year.
· Minutes from those non-executive risk committees that operate in Standard
Life Aberdeen plc's directly-held subsidiaries
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 2020. This included consideration of:
Jan-Mar · Advice provided to the Remuneration Committee regarding the delivery of
performance in 2019 relative to risk appetites
· Findings included in the 2019 Internal controls report issued for
Aberdeen Standard Investments
· Cyber risk and cyber security related matters
· Standard Life Aberdeen's preparations for a disorderly Brexit
· The FCA Focus on Non-financial Misconduct and reviewing Standard Life
Aberdeen's approach and activity in relation to the FCA's 5 Conduct Questions
· Aberdeen Standard Investments' approach to fund governance
· Monitoring of risks related to overall transformation and integration
activities
· Aberdeen Standard Investments' Investment Platform Integration Plan
· Review of Standard Life Aberdeen's principal risks and risk disclosures
for the Annual report and accounts
Apr-Jun · Proposed changes to the risk appetite framework
· Aberdeen Standard Investments' approach to Assessment of Value
· Managing and monitoring conflicts of interest
· Aberdeen Standard Investments' product and solutions pipeline and
governance
· Planning and preparations for the post lockdown return to office
· Fund liquidity 2020 regulatory change
· LIBOR transition
· Review of the remit of the Risk & Compliance function
· The liquidity risk framework
· The Senior Managers and Certification Regime
Jul-Sep · The management of IT obsolescence
· Aberdeen Standard Investments' portfolio advisory proposition
· Climate risk in funds
· Procurement transformation programme
· Cyber resilience
· Review of the roll-out of the Tripartite process to Aberdeen Standard
Investments' full fund range
Oct-Dec · Aberdeen Standard Investments' disposal of holdings in boohoo as a result
of further concerns being raised on the supply chain
· Heng An Standard Life (HASL) product risks
· The risk assessment and due diligence in respect to the proposed
acquisition of Tritax Partners
· Assessment of political and reputational risks
· Annual update on operational resilience
· Operational disruption risk from a major cloud service provider or a
major outsource arrangement
· Review of Standard Life Aberdeen wind-down plan and triggers
· FNZ global framework agreement
· The 2021 combined second and third line assurance plan
· Update on the Investment Firm Prudential Regulatory Regime
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
Standard Life Aberdeen'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
· Climate risk in funds
· Enhancements to components of the Group's risk appetite framework
· The Standard Life Aberdeen 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 2020 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 three scenarios
which were explored as part of the reverse stress testing exercise: a market
shock with adverse impacts on our strategic investments; a significant
breakdown in a key strategic relationship and the outage of a key payment
mechanism.
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 Brexit, COVID-19, Operational Resilience,
Environmental Social & Governance Risks, LIBOR transition and the
Investment Firm Prudential Regulatory Regime.
Governance arrangements
The Committee has continued to rely on 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 Aberdeen Standard Investments Life and Pensions
Limited, Standard Life Savings Limited and Elevate Portfolio Services Limited.
The Committee receives updates and minutes from 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 2020 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 coverage of the Committee's duties in the meeting agendas
· How effectively agenda items were presented and discussed
· The support the Committee received from the second line of the three
lines of defence model
· 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
The Committee members did not raise any material issues or concerns regarding
the above areas or the overall effectiveness of the Committee during 2020. 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, the Committee would welcome the opportunity to spend more time on the
inter-connectedness of the holistic business risks the Company runs and
manages, as the agendas allow. The Committee would also encourage 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 governance priorities this year were to support the Board
to deliver the CEO succession and to maintain our board governance processes
during this time of uncertainty brought about by COVID-19.
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 2020 but we did approve an updated Board
Matters Reserved schedule where we have further clarified the relationship
between the SLA plc and subsidiary boards.
Employee engagement
Melanie Gee has continued in her role as the non-executive Director (NED)
taking forward employee engagement and you can read about those activities
during the year on page 49. Although we had to make some changes to our
engagement plans during 2020 as a result of COVID-19, Melanie's direct
communication with our employees continues to be both effective and well
received.
Board evaluation
Having commissioned externally facilitated reviews in 2018 and 2019, we
carried out our Board review internally in 2020 and you can read about the
process and its outcomes on page 55.
Culture
Continuing to build on the transformation work across the business, the
Committee has received updates on the work to oversee the Group's culture and
considered the ELT's initiatives to embed it throughout the organisation.
CEO succession
As I covered in my Chairman's report, Keith Skeoch retired as the Group's CEO
on 1 September and was succeeded by Stephen Bird. You can read later in this
statement about the Committee's oversight of the succession process.
Board developments and diversity
We have welcomed new Directors and said farewell to long-serving Directors
over the year. As I have covered already in my Chairman's statement, I am
particularly pleased to have welcomed Stephen Bird and Brian McBride to the
Board and to thank Keith Skeoch and Martin Gilbert for their many years of
service.
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 2020, please see the table on page 57.
Keith Skeoch and Stephen Bird, in their CEO role, were invited to Committee
meetings to discuss relevant topics, such as the role 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, leadership and talent management
development and diversity levels throughout the Group
· Considering how the Group should comply with developing 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 2020
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 2019
ARA
· Considered the diversity and inclusion 2020 priorities
· Reviewed the Board Charter and Committees' terms of reference
· Recommended the appointment of Brian McBride
· Agreed the NED mentoring programme for the GLG
Apr-Jun · Reviewed the recommendations to shareholders to re/elect Directors at the
AGM
· Reviewed the continued appointment of Jutta af Rosenborg at the end of
her second three-year term
· Received the half year update on the Culture, Diversity and Inclusion
action plans
· Recommended the CEO succession process
· Reviewed ELT succession planning
· Reviewed progress on the recommendations from the 2019 Board
effectiveness review
· Reviewed the revised approach to 2021 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 2020 Board Effectiveness Review
· Reviewed ELT and senior leadership succession planning
· Agreed the revised schedule of Matters reserved for the Board
· Reviewed progress on Talent and Change development activities
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 pdf document
Board appointments
When seeking to make Board appointments, the Committee identifies 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 target.
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 then makes recommendations to the
Board on any proposed appointment, subject always to the satisfactory
completion of all background checks and regulatory notifications or approvals.
The other Board members are also offered the opportunity to meet the
recommended candidates. 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. Jutta af
Rosenborg's continued appointment was reviewed during the year. This was her
third term of appointment, taking account of her service on the Aberdeen Asset
Management PLC Board and the Committee agreed that she continued to meet all
independence and time commitment expectations.
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 CHRO, with input from the CEO and supported by
the Global Head of Talent and Change. The programmes cover effective
performance management, early careers, talent acquisition organisation design,
core capabilities and behaviours.
During 2020, the Committee established a NED mentoring programme which allows
each NED to get to know two or three members of the next generation of talent
- the Global Leadership Group - through individual meetings which take place
over the course of the year and evolve based on the needs of each individual
being mentored.
Also during 2020, the non-executive Directors held specific private
discussions on Board and executive succession, the results of which fed into
the overall plan.
Chief Executive Officer succession
As a result of the ongoing transformation strategy, the Committee recognised
the need to plan for change and that the next stage of the Company's evolution
put a focus on accelerating delivery from global growth capabilities. Together
with Keith Skeoch, the Committee spent time considering the executive
leadership and succession planning needed to continue the delivery of this
next phase of the Group's strategy. In light of this, and the fact that
working practices would need to be reshaped in the aftermath of the pandemic,
the Board and Keith agreed that the time was right to hand over to his
successor to enable that successor to plan and execute the necessary changes
from the outset. With that agreement, the Committee oversaw the process to
recruit a new CEO to succeed him. As a first step, the Committee agreed that
the skills required of a new CEO included:
· A leader who put the well-being of clients at the heart of what we do and
appreciated the criticality of organisational culture in developing the
business
· An influential strategic visionary leader who would be viewed as highly
credible, particularly with the City and regulators
· A strong financial services and global markets background
· A proven track record in business transformation, in particular to embed
digital delivery
· A proven global track record of business success, including expansion
across Asia and North America
· Someone ideally experienced in developing strong relationships with
institutional and wholesale clients
· Someone who understood the need to deliver strong returns for
shareholders
To allow all the non-executive Directors to be involved directly in the
selection process the Committee established an Appointments Committee, chaired
by the Chairman and comprising all of the non-executive Directors. The
Appointments Committee began by considering both internal and external
successors - from the global long-list drawn up by MWM - who fitted the above
profile. Stephen Bird was identified as the leading candidate with the
relevant skill set and who had delivered high performance and results during
his career to date.
Taking account of the need to comply with COVID-19 restrictions, the selection
process then had the following stages:
· Stephen was invited to meet individually with the members of the
Appointments Committee, who challenged him on how he would deliver against the
agreed role profile
· This was followed by further meetings of the Appointments Committee to
discuss and review the views of its members
· The process to secure regulatory approval for Stephen's candidacy from
the PRA and the FCA was begun
· The Remuneration Committee considered the reward package appropriate for
the role
The Appointments Committee met three times during the process, reviewed the
output from each of the above stages, and, taking account of the
recommendation from the Remuneration Committee, agreed to recommend to the
Board that Stephen should be appointed to succeed Keith Skeoch as CEO.
Stephen's across-the-board eligibility was unanimously endorsed by the Board
and was reinforced by his enthusiasm for the role and the ambition he
demonstrated to harness the talent within the Group to deliver for all
stakeholders. Stephen's appointment as Director and CEO designate was
announced on 1 July 2020, subject to regulatory approval, which was obtained.
Board evaluation
The Committee has a key role in supporting the Board evaluation process. You
can read about the 2020 review on page 55. During the year, the Committee
reviewed the progress to implement the recommendations of the 2019 review.
Diversity and inclusion
The Board's diversity statement is on page 54. The Committee has a key role in
supporting this through its oversight of diversity and inclusion activities.
The Global Head of Diversity and Inclusion attends the Committee at least
twice a year to report on progress on delivering against our action plans and
initiatives.
Culture
During the year the Committee also received updates on the initiatives on
corporate culture. These included recognising the ongoing work to link the
Company's Blueprint into daily activity. Colleagues across the Group were
building the elements of the Blueprint into their individual objectives; it
was forming the structure for CEO regular reporting; and its messages were
being reinforced through all communications.
Committee effectiveness
The Committee reviews its remit and effectiveness each year. The 2020 review
was conducted internally by the Company Secretary interviewing each of the
Committee members. As well as general observations, the key performance areas
considered were:
· The coverage of the Committee's duties in the meeting agendas
· How effectively agenda items were presented and discussed;
· 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
The Committee members did not raise any material issues or concerns regarding
the above areas or the overall effectiveness of the Committee during 2020.
Looking at the Committee's work to oversee talent and succession, the
Committee was supportive of the framework developments which had been put in
place. However, moving forward in 2021 to deliver their duties, they would be
keen to see more evidence of the programmes starting to deliver the next
generation of talent, a group which the Committee would be keen to help to
develop. Also, recognising the pragmatic challenges of measuring and
delivering relevant information, the Committee was keen to spend more time
discussing the impact of diversity and culture related matters across the
Group.
3.4 Directors' remuneration report
Remuneration Committee Chairman's statement
This report sets out what the Directors of Standard Life Aberdeen were paid in
2020 and how we will pay them in 2021, 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 2020 remuneration outcomes and how we proposed to
implement the remuneration policy in 2021
· The annual remuneration report, which sets out in detail how the
remuneration policy was implemented in 2020
· A summary of our Directors' Remuneration Policy on pages 92 to 95. The
policy was approved at the 2020 AGM. No changes are proposed and so there will
be no resolution for a vote on the Directors' Remuneration Policy at the 2021
AGM.
Approval
The Directors' remuneration report was approved by the Board and signed on its
behalf by
Jonathan Asquith
Chairman, Remuneration Committee
9 March 2021
Report contents
Page
At a glance - 2020 remuneration policy implementation 77
2021 Remuneration policy implementation 78
2020 annual remuneration report 79
Shareholdings and outstanding share awards 82
Executive Directors' remuneration in context 85
Remuneration for non-executive Directors and the Chairman 88
The Remuneration Committee 90
Summary of our remuneration policy 92
Dear Shareholder
On behalf of the Board I am pleased to present the Directors' Remuneration
Report for the year ended 31 December 2020. This report sets out what the
Directors of Standard Life Aberdeen were paid in 2020 and how we will pay them
in 2021, together with an explanation of how the Remuneration Committee
reached its recommendations.
Executive Summary
2020 has been a year of change for Standard Life Aberdeen which has taken
place against the background of the extraordinary societal and economic impact
of COVID-19 and considerable market volatility.
Our new Directors' Remuneration Policy was submitted at the 2020 AGM and
approved by shareholders with 92% of the vote. I would like to thank
shareholders for the strong level of support given to the policy and their
continued dialogue on remuneration matters. The policy was designed to drive
delivery of our strategy through a simple and transparent structure for
executive remuneration with a focus on sustainable long-term performance.
During 2020, with integration following the merger between Standard Life and
Aberdeen Asset Management well progressed, we launched the next phase of
evolution of the Group aimed at developing and expanding its revenue base. To
lead this next phase Stephen Bird was appointed to the role of Chief Executive
Officer (CEO) Designate on 1 July 2020 and was appointed to CEO effective 1
September 2020, replacing Keith Skeoch. The remuneration aspects of this
transition were handled in conformity with the new Directors' Remuneration
Policy.
This was also the year in which Martin Gilbert, previously joint Chief
Executive Officer of the Group, stepped down from the Board and subsequently
retired in line with the arrangements announced in 2019.
2020 also brought changes on the non-executive Director front. Brian McBride
joined the Board as a non-executive Director and we were happy to welcome him
as a member of the Remuneration Committee from 1 May 2020.
In this year of challenge and change, the business has experienced a decline
in revenues and adjusted profits, while we have continued to drive forward our
strategic agenda. Combined with the executive Director changes, this
performance has shaped the remuneration agenda for the year. Year-end
processes have incorporated a careful consideration of remuneration outcomes
in the context of broader stakeholder interests and the complex political,
regulatory and social background engendered by the pandemic. Our pay decisions
have focused on encouraging and rewarding contributions to the success and
sustainability of our business in a uniquely challenging environment. Aside
from the measurement of performance in relation to their personal objectives,
the annual bonuses of all those serving as executive Directors for any part of
the year have been assessed against the performance criteria and targets set
for the business scorecard at the start of the year.
Changes to the executive team and Board succession during 2020
On 30 June 2020 it was announced that Stephen Bird would be appointed as a
Director of the Group and as Chief Executive Officer Designate (subject to
regulatory approval) with effect from 1 July 2020. As detailed in that
announcement Stephen Bird's remuneration package comprises:
· Base salary of £875,000
· Cash in lieu of pension of 18% of base salary and other benefits in line
with the Directors' Remuneration Policy
· Annual bonus opportunity of up to 250% of salary subject to performance
and applicable deferrals (pro-rated in 2020 to reflect his joining the Company
part way through the performance year)
· Long-Term Incentive Share Plan (LTIP) award of shares to the value of
350% of salary. Stephen's first LTIP award for the period 2020 to 2022 was
granted on 14 August 2020 as reported on page 84. It was reduced pro-rata to
reflect his joining part way through the performance period. The award will
vest (subject to meeting applicable performance conditions) at the end of the
period and is required to be held for an additional 2 years.
The structure and quantum of the CEO's remuneration package is consistent with
our Directors' Remuneration Policy and falls below the maximum permitted under
those rules. In calibrating his package the Committee considered what it would
take to attract the unique skillset and talent required to guide our business
through its next phase of development and benchmarked the outcome against the
remuneration arrangements for similar roles in asset management peer group
companies.
The package adopted differed from that of his predecessor in two key respects.
First, the basic salary was returned to a level appropriate for a single CEO;
at the time of his departure Keith Skeoch's salary was still based on the
reduced level introduced when he moved from being sole CEO of Standard Life to
Co-CEO of Standard Life Aberdeen following the merger in 2017. Second, while
the total maximum variable pay opportunity (comprising annual bonus and LTIP)
of 600% of salary remained unchanged, the Committee shifted the balance
between the components from 300%:300% to 250%:350% to increase its focus on
long-term performance.
Keith Skeoch's 12 month notice period commenced on 1 July 2020. He stepped
down from the Board on 1 September 2020 when regulatory approval for Stephen
Bird's appointment was received. Keith will serve as non-executive Chairman of
Aberdeen Standard Investments Research Institute until the end of his notice
period and during this time will continue to receive his base salary of
£615,000 per annum as well as his benefits and allowances in line with the
terms of his Executive Service Agreement. His bonus for the 2020 performance
year has been pro-rated to 1 September 2020. He is not eligible for any
further bonus or LTIP awards. His unvested deferred bonus and LTIP awards will
continue to vest in line with the relevant plan rules on the original vesting
dates and subject to the applicable performance measures. He will be subject
to a post-employment shareholding requirement for two years post cessation of
employment of 500% of salary.
Martin Gilbert stepped down from the Board on 12 May 2020 and retired from the
Company on 30 September 2020. The terms of his retirement were agreed at the
time of announcement of his departure in October 2019. Reflecting his
reduction to a four day week from 1 January 2020 he received a base salary of
£480,000 per annum and benefits and allowances, which included a pension of
20% of salary, until his departure. His bonus for the 2020 performance year
has been pro-rated for time served to 30 September 2020. He was not eligible
to receive a 2020 long-term incentive award. He is not eligible for any
further bonus or LTIP awards. His unvested deferred bonus will continue to
vest in line with the relevant plan rules on the original vesting dates and
subject to the applicable performance measures. He will be subject to a
post-employment shareholding requirement for one year post cessation of
employment of 300% of salary. This is in line with the policy in place at the
time of announcement of his departure.
Our performance in 2020 and alignment with remuneration
Against a difficult market background in 2020, the business has experienced a
decline in revenues which, alongside a reduced cost base (which still remains
high in relation to income), resulted in a fall in adjusted profit before tax.
Notwithstanding this, considerable momentum was gained from realigning the
business around our three growth vectors, and reduced net outflows, climbing
consultant ratings and improved investment performance in the year all set the
stage for future growth, while major milestones in our transformation were
also met.
How our remuneration policy was applied in 2020
Annual bonus
The 2020 executive Director bonus plan was designed in line with our
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. 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.
By the time that Stephen Bird joined us, the market disruptions caused by the
pandemic had impacted income and changed the outlook for new business for the
year, reducing substantially the chances of meeting a number of the financial
and other targets set out in the annual bonus scorecard for the previous
management team. He nonetheless elected, as a matter of principle, to be
judged by the same scorecard as his new colleagues rather than insisting on a
bespoke arrangement; as a result he received a bonus in line with the other
Executive Directors despite delivering on all of the personal objectives
agreed with the Board at the time of his recruitment.
The Remuneration Committee approved the following outcomes based on
performance against targets:
Executive Director Final outcome Final outcome 2020
(% of max)(1)
(% of pro-rated salary)
total bonus (£000s)
Stephen Bird(2) 48% 120% 527
Keith Skeoch(2) 48% 144% 590
Stephanie Bruce 47% 70% 379
Martin Gilbert(3) 47% 96% 344
(1 ) The same measures and scoring for both the financial (75%) and
non-financial (20%) metrics were applied to all executive Directors
irrespective of the time period they worked during the year.
(2 ) Annual salary has been pro-rated to reflect the period of time
spent on the Board.
(3 ) Annual salary has been pro-rated to the date of departure.
The key achievements are set out on pages 79 and 80 and summarised below,
together with the range of factors considered by the Remuneration Committee in
approving these outcomes.
Financial performance (75%)
· There has been strong investment performance for our clients and
customers, as well as effective execution in realisation of value from
strategic shareholdings
· The balance of financial metrics in the scorecard has, however, resulted
in performance behind target
· In particular, revenue weakness has driven poor results against
cost/income ratio targets and shortfalls in annual profit progress in some
areas of strategic importance
This has resulted in an overall assessment of 34.21% out of a maximum of 75%
on financial measures.
Non-financial performance (25%)
The non-financial measures included objectives around relationships with our
People (10%) and our Customers (10%), both of which are important to the
sustainability of our business.
· We made good progress in People objectives under our employee engagement
target but fell short of our diversity targets
· Customer performance was assessed at threshold, reflecting positive
movements in year on year client surveys within what are now the Advisor and
Personal Vectors, but targets were not achieved for the Investments Vector
This has resulted in an overall assessment of 8.75% out of a maximum of 20% on
non-financial measures.
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 80.
Remuneration Committee assessment
In addition to considering the achievement against the targets under our
annual bonus scorecard, the Committee reviewed the individual components which
contributed to the delivery of this performance. The Committee also considered
the alignment of scorecard outcomes with the experience of a range of
stakeholders. This review was undertaken by the Committee to assess whether
the awards generated by the scorecard were fair in the broader performance and
risk context. The Committee considered:
· The outcome from the perspective of overall company performance including
one-off items. The Committee considered that the categories, targets and
measurements embedded in the scorecard appropriately captured performance
against the Board's plan without the need for discretionary adjustment.
· The impact of the COVID-19 pandemic. This was reflected in reduced
revenues for 2020, which directly impacted award outcomes via the scorecard.
Note that aside from adapting some personal objectives, no remuneration
measures or targets were adjusted as a result of the pandemic; nor was any
application made for government support to mitigate the effects of COVID-19,
while in the background the company increased its charitable giving and
community engagement to support others affected by the pandemic.
· 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 2020.
· The mixed shareholder experience during 2020; our 1 year total
shareholder return is ahead of all but one of our UK peers, but remains behind
the majority of our overseas peers (using the same peer group that applied to
the Executive Director 2020 Long Term Incentive Plan). There was a steadily
improving share price performance after March 2020.
· The context of incentive funding across the workforce which has reduced
from the prior year and been awarded in line with our performance driven
policy for variable pay
The Remuneration Committee took these and other considerations into account in
its review and concluded that it would not be appropriate to exercise its
discretion to amend the outcomes of the scorecard or override in any other way
the annual bonus process.
2020 LTIP Award
The first awards under the LTIP plan to Keith Skeoch and Stephanie Bruce were
made following the approval of the remuneration policy at the 2020 AGM in May
2020. An LTIP award was made to Stephen Bird after he joined the Company in
August 2020. Details of all awards are set out on page 84. Prior to making the
awards in May 2020, the Committee reviewed the award levels in the context of
share price performance. The Committee determined that there was no
requirement to adjust the award size of the 2020 LTIP from the level disclosed
in our 2019 annual report. The Committee retains discretion to review award
levels at the end of the period; this is to ensure that outcomes appropriately
reflect performance and the experience of stakeholders, and to allow
consideration as to whether unjustifiable windfall gains may have accrued to
participants.
Coinciding with the publication of these accounts, the Group issued today an
RNS announcement dealing with future changes to the reporting of Adjusted
Profit and Adjusted Profit per Share. The Committee reviewed the impact of
these changes on remuneration measures and targets set for in-flight incentive
arrangements and determined that it was appropriate to change both the per
Share measure and the associated performance targets of those schemes which
currently use Adjusted Diluted Earnings per Share as a performance indicator.
The revised measure selected as that most adjacent to the original test was
Adjusted Diluted Capital Generation per Share (see definition on page 222 and
detail on page 78). In accordance with the rules of the various schemes, the
underlying principle applied in setting the revised measures and targets was
that they should be neither more nor less difficult to achieve than the
original targets. Details of the restated targets can be found on page 84.
Stephanie Bruce - One-Off Deferred Award
The Remuneration Committee assessed the performance condition around the
vesting of the first tranche of the one-off deferred award made to Stephanie
Bruce on her appointment as Chief Financial Officer (CFO) in 2019 and approved
the vesting level at 100% of maximum. Further detail is included on page 82.
As part of the due diligence process around this determination, the
Remuneration Committee received an independent report from the Chief Internal
Auditor prior to making their assessment, in line with previous undertakings
to shareholders.
Keith Skeoch - Vesting of the 2018 Executive LTIP
Keith Skeoch participated in the 2018 Executive LTIP, the outcome of which was
dependent on the achievement of stretching performance conditions by reference
to adjusted profit and net flows targets. On assessment of performance against
these conditions, it was determined that the award did not meet the required
thresholds against either of these measures and the award lapsed in full.
Further details of the 2018 Executive LTIP can be found on page 82.
Policy implementation in 2021
This year the Committee has decided not to increase the salaries for the
executive Directors or the fees for the non-executive Directors or the
Chairman. This follows a Company-wide decision not to carry out a salary
review at the beginning of 2021.
In line with the 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 2021 annual bonus is detailed on page 78 and the
targets, which are commercially sensitive, will be disclosed at the end of
this performance year in the Annual report and accounts 2021. The scorecard
retains the structure of focusing 75% of opportunity on the achievement of
financial targets and 25% on the delivery of non-financial and personal
objectives around people, customers, innovation and similar areas.
The threshold and maximum performance targets for the proposed grants under
the 2021 Executive LTIP plan are detailed on page 78. In light of the change
announced in future reporting of Adjusted Diluted Profit per Share we have
changed the earnings based metric for the 2021 grants from that used in 2020.
To help you navigate the report effectively, I would like to draw your
attention to the sections on pages 77 and 78 which summarise both the outcomes
for 2020 and also how the remuneration policy will be implemented in 2021.
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 and
welcome your feedback.
At a glance - 2020 remuneration policy implementation
2020 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
79 and 80.
Diagram removed for the purposes of this announcement. However it can be
viewed in full in the pdf document
2020 annual bonus scorecard outcome
The following table sets out the final outcome for the 2020 annual bonus,
including the personal performance assessment (noting that the same measures
and scoring for both the financial and non-financial metrics have been applied
to executive Directors irrespective of the periods during which they worked
during the year). A detailed breakdown of performance can be found on pages 79
and 80.
Bonus Scorecard Outcome Total Bonus Outcome
Financial metrics (maximum 75%) Non-financial metrics (maximum 20%) Personal performance (maximum 5%) Board approved outcome Annual salary Period worked in 2020 Maximum opportunity Total award Total award
(% of maximum)
(% of salary)
(% of salary)(1)
(£000s) (days basis) (£000s)
Stephen Bird(2) 34.21% 8.75% 5.00% 47.96% 875 50% 250% 120% 527
Keith Skeoch(3) 5.00% 47.96% 615 67% 300% 144% 590
Stephanie Bruce 4.00% 46.96% 538 100% 150% 70% 379
Martin Gilbert(4) 4.00% 46.96% 480 75% 204% 96% 344
(1 ) The % is applied to the pro-rated salary for Stephen Bird, Keith
Skeoch and Martin Gilbert.
(2 ) Stephen Bird's total opportunity for 2020 was 250% of salary. His
award has been pro-rated to reflect his joining date of 1 July 2020.
(3 ) Keith Skeoch stepped down from the Board on 1 September 2020. His
award has been pro-rated to reflect the period of time he served on the Board.
(4 ) Martin Gilbert's total opportunity for 2020 was 204% of salary.
His award has been pro-rated to reflect his leaving date of 30 September 2020.
Long-term incentive award outcome in 2020
Keith Skeoch was granted an LTIP award in 2018 under the Executive LTIP, with
a performance period ending 31 December 2020. Performance did not meet the
minimum threshold required to vest and the award lapsed in full. More detail
is set out on page 82.
Total remuneration outcomes in 2020
The chart below shows the remuneration outcomes for each executive Director in
2020 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 pdf document
2021 remuneration policy implementation
This section sets out how we propose to implement our remuneration policy in
2021 including the performance measures that will be used to determine
outcomes under the annual bonus and the LTIP. A summary of our Directors'
Remuneration Policy can be found on pages 92 - 95. The policy for the
Chairman's fees and those of the non-executive Directors is set out on page
89.
Salary
No changes proposed.
Pension
No change proposed. A pension of 18% of base salary applies, in line with the
maximum available to the wider UK workforce.
2021 annual bonus
At the beginning of each year the Remuneration Committee sets the performance
measures for the annual bonus based on strategic priorities. For 2021, 75% of
the measures are based on financial performance, with the remainder based on
non-financial performance. The Remuneration Committee retains an appropriate
level of flexibility to apply discretion to ensure that remuneration outcomes
reflect a holistic view of overall performance. The discretionary assessment
will incorporate, inter alia, consideration of compliance, conduct and
culture.
The following table sets out the performance scorecard to be used based on the
Company's strategic priorities:
Focus area Weighting Example performance metrics to be used to assess 2021 bonus
Financial 75% Investment Performance, Adjusted profit before tax, Net flows, Transformation
Non-financial 20% Performance against People, Customer and ESG objectives
Individual objectives 5% Key individual deliverables
Due to commercial sensitivity, actual targets and ranges will be disclosed at
the end of the performance period.
The 2021 LTIP award
Under the Remuneration Policy, LTIP awards are subject to at least two
performance metrics which are linked to the achievement of the Company's
long-term strategic priorities and the creation of long-term shareholder
value, with at least one being absolute in nature and one being a relative
metric. Due to changes to the accounting for Adjusted Earnings per Share and
their effect on the 2020 LTIP target measure of Compound Annual Growth Rate
(CAGR) in Adjusted Diluted Earnings per Share, the Committee has decided to
move to a new measure for the absolute element of the LTIP metrics for 2021.
The new metric of CAGR in Adjusted Diluted Capital Generation per Share (page
222) captures a broad measure of the rate of increase in the company's ability
to generate capital to sustain investment and dividend flows. Adjusted Capital
Generation comprises Adjusted Profit after Tax (excluding the Group's share of
profit after tax of associates and joint ventures) plus dividends from
associates/joint
ventures/significant listed investments less returns relating to pension
schemes in surplus; it is closely aligned to the measurement of management's
performance in generating sustainable increases in shareholder value from its
growth vectors and strategic relationships, while excluding mark-to-market
changes in the fair value of significant listed investments, which are beyond
management's direct control. The nominal performance targets for this measure
are higher than for its predecessor, reflecting the elevated growth in returns
expected from the key operating elements of the Group's business.
The Remuneration Committee proposes to grant awards in the form of nil-cost
options under the LTIP plan. Targets for the award will be measured for the
three-year period ended 31 December 2023 and are set as follows:
Performance measure Weighting Threshold Stretch
performance performance
(25% vesting) (100% vesting)(1)
CAGR in Adjusted Diluted Capital Generation per Share 50% 8% 20%
Relative TSR(2) 50% Equal to the median company Equal to, or in excess of, the upper quartile company
(1 ) Straight-line vesting occurs between threshold and maximum.
(2 ) Relative TSR will be calculated using a 90-day average share price,
both at the beginning and at the end of the performance period. The 90-day
averaging will commence 45 days prior to the beginning and also 45 days prior
to the end of the performance period. The calculation will be performed on a
local currency basis.
The proposed peer group(1) to be used for the relative TSR measure consists of
the below global asset management peers:
Affiliated Managers Jupiter Fund Management Janus Henderson Group
Alliance Bernstein Man Group St James's Place
Ameriprise Financial Schroders M&G
Amundi DWS Group Quilter
Ashmore Group Franklin Resources T Rowe Price Group
SEI Investments Invesco
(1 ) This peer group will be subject to re-evaluation throughout the
performance period to adjust for the effects of corporate events such as
mergers and acquisitions, with substitutes introduced where necessary to
maintain the approximate size and comparability of the group.
(2 ) Eaton Vance, which is in a sale process, has been removed from the
peer group for 2021 awards. No other changes are proposed to the peer group
from 2020.
Following the same logic that led the Committee to select the new performance
measure of CAGR in Adjusted Diluted Capital Generation per Share for 50% of
the 2021 LTIP, the Committee also decided to use its discretion to redefine
the equivalent condition in the in-flight 2020 LTIP. This change, of which
further details are available (page 84), was implemented on the basis that the
new targets set (subject to rounding) would be no less difficult to achieve
than those set at the time that plan was agreed.
Total opportunity under the remuneration policy in 2021 (unchanged from 2020)
Diagram removed for the purposes of this announcement. However it can be
viewed in full in the pdf document
Directors' Remuneration in 2020
This section reports remuneration awarded and paid at the end of 2020 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 2020:
Executive Basic salary for year Taxable benefits in year Bonus paid in cash(2) Bonus deferred £000s(3) Long-term incentives with performance period ending Pension allowance paid in year Other payments £000s Fixed pay sub-total Variable sub-total Total remuneration
£000s
£000s(1)
£000s
during the year
£000s
£000s
£000s
for the year
Directors
£000s(4,5)
£000s
Stephen Bird(6) 2020 438 - 263.5 263.5 - 79 - 517 527 1,044
2019 - - - - - - - - - -
Keith Skeoch(7) 2020 406 1 295.0 295.0 0 78 - 485 590 1,075
2019 600 1 187.5 562.4 0 120 1 722 750 1,472
Stephanie Bruce 2020 535 1 189.5 189.5 - 101 - 637 379 1,016
2019 308 - 61.5 184.5 - 62 - 370 246 616
Martin Gilbert(8) 2020 360 - 172.0 172.0 - 72 - 432 344 776
2019 600 1 124.6 373.7 - 120 - 721 498 1,219
(1 ) This includes the taxable value of all benefits paid in respect of
the relevant year. Included for 2020 are medical premiums at a cost to the
group of £606 for all executive Directors.
(2 ) This figure shows the annual cash bonus paid in respect of the year.
In 2020 50% of the annual bonus award will be delivered in cash in line with
current policy. In 2019 25% of the total bonus award was paid in cash under
the 2019 Directors' Remuneration Policy.
(3 ) This figure shows the annual deferred bonus awarded in respect of
the year. In 2020 50% of the annual bonus award will be deferred into shares
in line with current policy. In 2019 75% of the total bonus award was deferred
into shares under the 2019 Directors' Remuneration Policy.
(4 ) For 2019, awards granted under the 2017 Executive LTIP lapsed in
full as threshold performance was not achieved.
(5 ) For 2020, awards granted under the 2018 Executive LTIP lapsed in
full as threshold performance was not achieved.
(6 ) Stephen Bird was appointed on1 July 2020 - all figures reflect
amounts paid/awarded since the date of appointment.
(7 ) Keith Skeoch stepped down from the Board on 1 September 2020 and
remained eligible for an award under the annual bonus plan until that date.
The values shown represent the emoluments paid for the period spent on the
Board to 1 September 2020.
(8 ) Martin Gilbert stepped down from the Board on12 May 2020 and retired
from the company on 30 September 2020. He remained eligible for an award under
the annual bonus plan to the date of retirement. The values shown represent
the emoluments paid to 30 September 2020.
Base salary (audited)
Keith Skeoch and Stephanie Bruce received a 2.5% salary increase effective 1
April 2020 in line with the wider workforce. Stephen Bird joined on 1 July
2020 on a salary of £875,000. From 1 January 2020, Martin's working
commitment to the Company reduced to 4 days a week and, accordingly, his
salary reduced by 20% to £480,000 per annum. This was in line with the terms
of his retirement.
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. The only exception to this was
Martin Gilbert, who continued to receive 20% as agreed under the terms of his
retirement.
Annual Bonus Plan
The following section contains details on the targets and the Remuneration
Committee's assessment of outcomes for the period 1 January 2020 to 31
December 2020 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)
(% of max opportunity)
Positioning for growth (45%)
Investment performance - % AUM > benchmark average of 3 year and 5 year for 15% >50% 60% >70% 67% 12.75%
all asset classes
Fee based revenue (£m) 15% 1,373 1,449 1,601 1,425 6.32%
Cost/income ratio excluding JVs/Associates % 15% 84.2% 81.1% 78.7% 84.6% 0.00%
Delivering for our shareholders (30%)
Value creation measured as IFRS gain on sale (PBT) from strategic 10% 380 570 760 803 10.00%
shareholdings (£m)(1)
Annual profit progress on key areas - Wealth and Platforms (£m)(2) 10% 15 23 30 7 0.00%
Delivery of transformation synergies (£m) 10% 315 350 385 351 5.14%
(1 ) £760m target is IFRS gain on sale before tax.
(2 ) Platforms includes Wrap and Elevate. Wealth includes Aberdeen
Standard Capital, Parmenion, Focus, threesixty, Advice (including Digital and
SLCM). Profit progress defined as the increase in year on year adjusted profit
before tax between 2019 and 2020.
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)
(% of max opportunity)
Investing in our people (10%)
Diversity of leadership and the wider workforce 2.5% 33% 37% >=39% 37% 1.25%
(measured at 31 December 2020):
% female representation in CEO -1 and CEO-2
% female representation in Global workforce 2.5% 46% 47% >=49% 45% 0.00%
People engagement: outcome of the Viewpoints full company survey 5% 61% 64% 67% 72% 5.00%
Investing in our customers (10%) Highlights from assessment
Customer Advocacy: improvement from baseline - Little demonstrable progress overall in customer satisfaction indices 2.50%
in Investments and failure to achieve top 10 ASI NMG Brand Net Promotor score
- Within the businesses now positioned under the Advisor and Personal
vectors, client surveys evidenced positive year-on-year movement. In addition
to core surveys, additional steps were taken to enhance these through the
pandemic with timely questions reflecting real-time circumstances.
Personal performance metrics - 5% of total scorecard outcome
Highlights from assessment Result
(% of max)
Stephen Bird - Facilitation of a smooth transition from his predecessor. 5%
- Strong performance in addressing organisational re-design (including
reconfiguration of the firm around growth vectors), brand re-positioning and
cost transformation and the pursuit of top line growth. This was achieved
against a backdrop of pandemic restrictions, industry and market disruptions.
- Focussed on generating clarity of vision and ambition around the
strategic direction of travel, as well as openness on challenges faced in
delivery, both internally and externally.
- Close attention to the people agenda, developing the senior executive
group and building strong support from them, as well as amongst the wider
workforce, for the momentum being created. This was alongside establishment of
a strong working relationship with the Board.
- Progress with Investments towards redesigning how we build around the
customer and enhance opportunities through strategic relationships.
Keith Skeoch - Facilitation of a smooth transition to his successor. 5%
- Took a leading role in developing an inclusive and diverse senior
executive group. The success of this was evidenced through the resilient
response to the pandemic restrictions.
- Successful transformation to remote working which facilitated good
progress on completion of the Group's integrated operating model.
- Enhancement of the value derived from the Group's strategic and
non-strategic associated company stakes through positive engagement with
Phoenix and HDFC to facilitate further market transactions and realisation of
value.
- Enhanced public profile as a trusted industry spokesperson as Chairman
of the Investment Association and interim chair of the FRC.
Stephanie Bruce - Support for the new CEO and development of the three year strategic 4%
plan and a stretch plan for 2021 which demonstrates a significant inflection
to growth in revenues and earnings.
- Effective management of the finance transformation program to support
strategic changes in Company structure and focus on cost and efficiency
targets.
- Development of the return on capital framework to support evaluation
of growth pathways.
- Lead role in working with Phoenix, evaluating costs and benefits of
deal configurations which laid the groundwork for the agreement to sell the
Standard Life Brand and acquire the Wrap SIPP and Onshore Bond portfolios
concluded in February 2021.
Martin Gilbert - Strong role in succession planning and transition of client 4%
relationships and industry body and governmental relationships as well as day
to day operational management.
- Brand ambassador for SLA/ASI representing the organisation publicly
until his date of departure.
Before approving the level of performance in 2020, the Remuneration Committee
sought the views of the Audit Committee on material accounting, reporting and
disclosure matters that it considered during the year and the Risk and Capital
Committee on the management of risk within the business. When reflecting on
whether the formulaic outcome could be considered 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. 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.
Keith Skeoch stepped down from the Board with effect from 1 September 2020 but
remains employed in the role of non-executive Chairman of Aberdeen Standard
Investments Research Institute until the end of his notice period on 30 June
2021, at which point he will leave the Company. Details of his pro-rata
remuneration until stepping down from the Board are included in the table on
page 79. He continues to be eligible for his salary, benefits and pension from
1 September 2020 until his termination date of 30 June 2021 (totalling
£605k). Entitlement to an annual bonus ceased on 31 August 2020.
As Keith is retiring from the Company, he will be treated as a good leaver for
the purpose of outstanding incentive awards. In line with the respective plan
rules, the following treatment will apply:
· Legacy awards under the Standard Life Executive LTIP: The 2018 LTIP award
has not met the required performance thresholds and the award lapsed in full
as set out on page 82. There are no other unvested awards under this plan.
· Deferred awards under the EIP: Keith holds outstanding deferred awards
under the 2018 EIP (138,107 shares) and the 2019 EIP (273,160 shares). The
total shares do not include shares to be awarded in lieu of dividend
equivalents. These awards will vest at the original vesting dates subject to
performance against the Underpin conditions (further details of which can be
found in previous Directors' remuneration reports). Vested awards will be
subject to a holding period until the fifth anniversary of grant and will
accrue dividend equivalents.
· Award under the 2020 LTIP: the 2020 LTIP award will be pro-rated for time
in service to 30 June 2021, and therefore a maximum of 429,045 shares will be
capable of vesting subject to performance at the end of the performance
period. The maximum number of shares does not include shares to be awarded in
lieu of dividend equivalents. Vested awards will be subject to a two-year
holding period at the end of the performance period and will accrue dividend
equivalents.
· Deferred awards to be granted in respect of the 2020 annual bonus (as
detailed on page 79) will vest in equal tranches on the first, second and
third anniversary of grant.
Martin Gilbert retired from the Company on 30 September 2020, having stepped
down from the Board on 12 May 2020. Other than the payments made to Martin
until the point he left the Company (as detailed on page 79), no other
payments were made.
As Martin retired from the Company, he was treated as a good leaver for the
purpose of outstanding incentive awards. In line with the respective plan
rules, the following treatment will apply:
· Legacy awards under the Aberdeen Asset Management Deferred Share Plan
(436,083 shares). Unvested awards will vest in full at the normal vesting
date. The dividend equivalent value for these shares will be settled in cash
at vesting in accordance with the relevant plan rules.
· Deferred awards under the EIP: Martin holds outstanding deferred awards
under the 2018 EIP (138,107 shares) and the 2019 EIP (181,483 shares). The
total shares do not include shares to be awarded in lieu of dividend
equivalents. These awards will vest at the normal time, subject to performance
against the Underpin conditions. Vested awards will be subject to a holding
period until the fifth anniversary of grant and will accrue dividend
equivalents.
· Deferred awards to be granted in respect of the 2020 annual bonus (as
detailed on page 79) will vest in equal tranches on the first, second and
third anniversary of grant.
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. Significant executive
Director appointments held during the year are:
Executive Director Role and organisation 2020 Fees
Stephen Bird Not applicable -
Keith Skeoch Non-executive Director Financial Reporting Council1 £nil
Director and Chair of the Investment Association2 (#_ftn1) £nil
Member of Takeover Panel3 (#_ftn2) £nil
Stephanie Bruce Board and council member of ICAS4 (#_ftn3) £nil
Martin Gilbert(5) Non-executive Director, Glencore plc US$108,197
Non-executive Director, Old Oak Holdings Limited(6)
Chairman, Revolut(7)
£17,486
£49,590
(1 ) Stepped down from position on 31 July 2020.
(2 ) Served as Deputy Chair up until 30 April 2020 then appointed to
Chair from 1 May 2020.
(3 ) Commenced position on 1 May 2020.
(4 ) Stepped down from position on 24 April 2020.
(5 ) All values have been pro-rated up to 12 May 2020 (the date that
Martin stepped down from the Board).
(6 ) Appointed 9 March 2020.
(7 ) Appointed 1 January 2020.
Shareholdings and outstanding share awards
This section reports our executive Directors' interests in shares.
Vesting of the 2018 Executive LTIP
Keith Skeoch participated in the 2018 Executive LTIP, the outcome of which was
dependent on the achievement of stretching performance conditions by reference
to adjusted profit and net flows targets over the three-year period ending 31
December 2020. On assessment of performance against these conditions, it was
determined that the award did not meet the required thresholds against either
of these measures and the award lapsed in full.
The table below sets out the adjusted performance targets for Executive LTIP
awards granted in 2018:
Performance condition Performance measurement period Threshold Maximum Actual % Vesting
Cumulative Group adjusted profit before tax(1) 1 January 2018 to £2,160m £2,920m £1,872m 0%
31 December 2020
Cumulative Group net flows £36.5bn £67.9bn £(55.7)bn 0%
(1 ) These are the performance targets after the adjustments in 2018
following the transaction with Phoenix (details of which were provided to
shareholders at the time of the adjustment). Further adjustments were made to
this target in 2019 as a result of the Lloyds Banking Group withdrawal and in
2019 and 2020 for associate and joint venture share reduction changes. These
adjustments resulted in a reduction in the threshold and maximum targets of
£135m and £185m respectively.
Vesting of the first tranche of the CFO Deferred Award
The first anniversary of the award was 3 June 2020 and vesting of the first
tranche was determined based on performance up to that date. The award had a
maximum value at grant of £750,000.
As set out in the announcement made on 30 April 2019 relating to this award,
efficiency targets of £350m had previously been disclosed by the Company, of
which £230m was still to be realised as of 31 December 2018. The award was
structured such that two-thirds would vest to the extent that £175m (baseline
target) of the remaining £230m was achieved by 3 June 2022 with the final
third vesting if the full £230m was met or exceeded by that date.
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, including whether or not the baseline target will be met.
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 2020, prior to approving the
vesting level of the first tranche of the award. At 31 December 2019, actions
had been taken which benefited operating expenses by £234m (2018: £120m) (as
published in our 2019 ARA). Progress towards the baseline target therefore
represented £114m at 31 December 2019, with further benefits expected in
2020. When the Remuneration Committee undertook its assessment of whether the
first tranche of the award should vest in June 2020, 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 first tranche of the
award. At the same time, the Remuneration Committee noted the likelihood that
the baseline target would be surpassed and the target of £230m (for full
vesting) would be achieved by 3 June 2022. Performance was assessed by the
Committee with input from the Chief Internal Auditor.
The Remuneration Committee approved the vesting level of the first tranche of
the one-off award at 100% and this vested on 22 June 2020. The first tranche
of the award remains subject to malus and clawback provisions in line with the
Remuneration Policy.
Directors' interests in shares (audited)
Our shareholding requirements for executive Directors are detailed on page 93.
The Directors' Remuneration Policy requires executive Directors to accumulate
and maintain a material long-term investment in Standard Life Aberdeen 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 requirement.
The following table shows the total number of Standard Life Aberdeen plc
shares held by the executive Directors and their connected persons:
Total number of shares owned at 1 January 2020 Shares acquired during the period 1 January 2020 to 31 December 2020 Total number of shares owned at 31 December 2020 Shares acquired between 31 December 2020 and 8 March 2021
Stephen Bird(1) - 500,000 500,000 -
Keith Skeoch(2) 2,435,226 122,143 2,557,369 Not applicable
Stephanie Bruce - 133,741 133,741 -
Martin Gilbert(3) 431,161 - 431,161 Not applicable
(1 ) Reflects position from start date of 1 July 2020 until 31 December
2020.
(2 ) Reflects position until stepping down from the Board on 1
September 2020.
(3 ) Reflects position until stepping down from the Board on 12 May
2020.
The following table shows the number of qualifying awards included in
assessing achievement towards the shareholding requirement, as at 31 December
2020. 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 economic exposure after payment of tax due on the exercise of the awards).
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. Keith Skeoch and
Martin Gilbert complied with the requirements until they stepped down from the
Board and are now subject to the post cessation shareholding requirements as
detailed below.
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 held (from table above and 50% of the value of Shareholding requirement met?
of shares available as unrestricted vested deferred awards longer subject to performance conditions awards)
(as % salary)
Salary qualifying awards at 31 December 2020) as a % of salary
Stephen Bird(2) - - 500,000 £1,406,500 350% £875,000 161% No
Keith Skeoch(3) - - 2,557,369 £7,193,879 500% £615,000 1,170% Yes
Stephanie Bruce - - 133,741 £376,213 300% £538,125 70% No
Martin Gilbert(4) 1,529,596 - 1,195,959 £3,364,233 300% £480,000 701% Yes
(1 ) The closing market price at 31 December 2020 used to determine the
value of each holding was 281.30 pence.
(2 ) Reflects position from start date of 1 July 2020 until 31 December
2020.
(3 ) Reflects position until stepping down from the Board on 1 September
2020.
(4 ) Reflects position until stepping down from the Board on 12 May 2020.
During 2021 the Committee will be reviewing the processes in place in order to
ensure maximum enforceability of the post-employment shareholding requirement.
As set out on page 93, under the Directors' Remuneration Policy an executive
Director is required to hold shares up to the value of their shareholding
requirement for 24 months post departure from the Board. Accordingly, Keith
Skeoch is required to hold 500% of his final basic salary in shares until 31
August 2022.
In line with the previous shareholding policy, which was in place at the time
of the announcement relating to Martin Gilbert's departure, Martin Gilbert is
required to hold 300% of his final basic salary in shares until 30 September
2021.
This table shows the total number of share options, with and without
performance conditions, held at 31 December 2020:
Unvested options Unvested options without performance measures(2) Vested but unexercised options at 31 December 2020(3) Total options at 31 December 2020 Exercised during Aggregate gains made
with performance measures(1)
the year(4)
on awards exercised
during the year(5)
Stephen Bird 945,765 - - 945,765 - -
Keith Skeoch 2,032,456 102,833 - 2,135,289 329,705 £730,496
Stephanie Bruce 778,775 7,944 - 786,719 103,859 £275,538
Martin Gilbert 319,590 436,083 1,529,596 2,285,269 - -
(1 ) Includes: LTIP awards made in 2018 (awards subject to performance
targets over the three-year period ending 31 December 2020), 2019 deferred
bonus awards and the 2020 LTIP awards granted in 2020 disclosed below (awards
subject to performance targets over the three-year period ending 31 December
2022), excluding, in each case, shares to be awarded in lieu of dividend
equivalents.
(2 ) This comprises deferred bonus awards (including unvested awards under
the Aberdeen Variable Pay plans). It does not include shares to be awarded in
lieu of dividend equivalents. Also included are options granted under the
Standard Life Sharesave Plan.
(3 ) This comprises awards made under the Aberdeen Variable Pay plans which
are now exercisable.
(4 ) For Keith Skeoch this comprises of awards made under the LTIP in 2015
and deferred bonus awards, for Stephanie Bruce this comprises the first
tranche of the one-off award granted in 2019. Includes dividend equivalent
shares awarded in accordance with the plan rules.
(5 ) The aggregate gains have been calculated using the share price at the
date of exercise of each underlying award. The range for the year of Standard
Life Aberdeen plc shares was 170.30 pence to 336.90 pence.
Awards granted in 2020 (audited)
The table below shows the key details of the LTIP and EIP deferred awards
granted in 2020:
Participant Type of Basis of award % of Face value Number of shares awarded % payable Details on performance conditions
award
salary
at grant
for threshold performance
Stephen Bird Nil-cost option LTIP(1) 350% £2,553,946 945,765 25% Awards are subject to performance against targets measured over three years as
set out on page 84 of the Annual report and accounts 2019 and subject to the
restatement below
Keith Skeoch Nil-cost option LTIP(2) 300% £1,845,000 859,658
Stephanie Bruce Nil-cost option LTIP(2) 200% £1,076,250 501,467
Keith Skeoch Nil-cost option Deferred Bonus(3) Not applicable £562,410 273,160 Not applicable EIP deferred awards are subject to performance Underpins measured over three
years as set out on page 87 of the Annual report and accounts 2019
Stephanie Bruce Nil-cost option £184,466 89,594
Martin Gilbert Nil-cost option £373,656 181,483
(1 ) The share price used for the LTIP award was 270.04p.
The award was reduced pro-rata to reflect the fact Stephen Bird joined part
way through the performance period.
(2 ) The share price used for the LTIP awards was 214.62p.
(3 ) The share price used for the deferred bonus awards was 205.89p.
2020 LTIP Target Restatement
Coinciding with the publication of these accounts, the Group issued an RNS
announcement dealing with future changes to the reporting of Adjusted Profit
and Adjusted Diluted Profit per Share. The Committee reviewed the impact of
these changes on remuneration measures and targets set for in-flight incentive
arrangements and determined that it was appropriate to change both the per
Share measure and the associated performance targets of those schemes which
currently use CAGR in Adjusted Diluted Earnings per Share as a performance
indicator. The revised measure selected as that most adjacent to the original
test was CAGR in Adjusted Diluted Capital Generation per Share (see definition
on page 222 and detail on page 78). In accordance with the rules of the
various schemes, the underlying principle applied in setting the revised
measures and targets was that (subject to rounding) they should be neither
more nor less difficult to achieve than the original targets. The Remuneration
Committee considered the projections that underpinned the targets set for CAGR
in Adjusted Diluted Earnings per Share (as then defined) when the performance
conditions for the 2020 LTIP awards were agreed, and how the new measure would
have been expected to perform based upon the same assumptions. Based on this
analysis it set the threshold and maximum levels for CAGR in Adjusted Diluted
Capital Generation per Share of 11% and 23% respectively (previous measure 5%
and 15%). As with the previous measure, performance below threshold will
result in a nil vesting, rising to 25% of opportunity at threshold and 100% of
opportunity at or above maximum; straight line vesting will continue to be
applied between threshold and maximum.
Details of the 2020 awards made to Directors can be found on page 84 of the
Annual report and accounts 2019. The table below shows the original
performance targets for the 2020 LTIP award and the amended performance
targets. The higher target range in this section compared to that set for the
2021 LTIP reflects, inter alia, the substantial completion of the company's
share buyback plan in 2020.
Performance Measures(1) Original Target: Adjusted diluted EPS Compound Annual Growth Rate (CAGR) Amended Target: CAGR in Adjusted Diluted Capital Generation per Share
Threshold target (25% vesting) 5% 11%
Maximum (100% vesting) 15% 23%
(1 ) No change has been made to the original Relative TSR target which
is set out on page 84 of the Annual report and accounts 2019.
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 2020, the
Company's standing against these dilution limits was: 1.07% where the
guideline is no more than 5% in any 10 years under all discretionary share
plans in which the executive Directors participate and 1.55% 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 Standard Life annual bonus plan and the
Aberdeen Asset Management deferred plans. On 31 December 2020 the trusts held
67,735,805 shares acquired to satisfy these awards. Of these shares, 9,309,281
are committed to satisfying vested but unexercised awards. The percentage of
share capital held by the employee trusts is 3.09% 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 Standard Life (Employee) Share Plan which allows eligible employees
to buy Standard Life Aberdeen plc shares directly from earnings. A similar
tax-approved plan is used in Ireland. At 31 December 2020, 1,949 individuals
in the UK and Ireland were actively making monthly contributions averaging
£69. At 31 December 2020, 2,424 individuals were Standard Life Aberdeen plc
shareholders through participation in the Plan.
· The Sharesave Plan which was offered in 2020 to eligible employees in the
UK. This plan allows UK tax resident employees to save towards the exercise of
options over Standard Life Aberdeen 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 2020, 2,298 individuals were saving towards one or more
of the Sharesave offers.
Executive Directors' Remuneration in Context
Pay compared to performance
The graph shows the difference in the total shareholder return at 31 December
2020 if, on 1 January 2010, £100 had been invested in Standard Life Aberdeen
plc and in the FTSE 100 respectively. It is assumed dividends are reinvested
in both. The FTSE 100 has been chosen as Standard Life Aberdeen plc is a
member of this FTSE grouping.
Diagram removed for the purposes of this announcement. However it can be
viewed in full in the pdf document
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 figure of total remuneration (£000s) Bonus outcome/ Annual incentive rates against maximum opportunity (%) Long-term incentive plan vesting rates against maximum opportunity (%)
2020 Stephen Bird 1,044 48 -
Keith Skeoch 1,075 48 -
2019 Keith Skeoch 1,472 21 -
2018(1) Keith Skeoch 1,089 10 -
Martin Gilbert 1,089 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
2011 David Nish 2,601 77 63.5
(1 ) Co-CEO.
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:
2020 % change 2019
Remuneration payable to all Group employees (£m)(1) 625 -3.25% 646
Dividends paid in respect of financial year (£m) 313 -36.5% 493
Share buybacks and return of capital (£m)(2) 359 -30.29% 515
Adjusted profit before tax (£m) 487 -16.61% 584
(1 ) In addition staff costs and other employee-related costs of £91m
(2019: £131m) are included in restructuring and corporate transaction
expenses. See Note 7 of the Group financial statements for further
information.
(2 ) Excludes unsettled purchases of shares, expenses and the
irrevocable contractual obligation with a third party to purchase the
Company's own shares. See Note 26 of the Group financial statements for
further information on the buybacks.
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 2019 and the year
ended 31 December 2020 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.
Percentage change in remuneration between 2019 and 2020 % Base salary/fee(1) Annual bonus outcome(1) % Benefits(1)
Executive Directors(2,3) Stephen Bird - - -
Keith Skeoch -32% -21% 0%
Stephanie Bruce 74% 54% 100%
Martin Gilbert -40% -31% -100%
Non-executive Directors(4,5) Sir Douglas Flint(6) 0% - 2,600%
Jonathan Asquith 202% - -
John Devine -2% - -100%
Melanie Gee -3% - -100%
Brian McBride - - -
Martin Pike -3% - -100%
Cathleen Raffaeli 0% - -100%
Jutta af Rosenborg 0% - -
Cecilia Reyes 292% - -
UK-based employees 2.5% -52.5% 17%
(1 ) The data in the table has been calculated in accordance with reporting
requirements and reflects the percentage change in base salary, bonus outcome
and benefits on an earned basis for executive Directors and non-executive
Directors. This is compared to the average UK-based Group employee.
(2 ) Stephen Bird was appointed 1 July 2020; Keith Skeoch stepped down from
the Board on 1 September 2020; Stephanie Bruce was appointed to the Board on 1
June 2019; Martin Gilbert stepped down from the Board on 12 May 2020 and
retired from the company on 30 September 2020. Details of any changes in base
salary for executive Directors calculated on a full time year-on-year basis
can be found on page 79.
(3 ) 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.
(4 ) Remuneration for non-executive Directors and the Chairman is disclosed
on page 88.
(5 ) Jonathan Asquith was appointed to the Board on 1 September 2019,
Cecilia Reynes was appointed to the Board on 1 October 2019. Details of any
changes to the fees paid to non-executive Directors and the Chairman on a full
time year-on-year basis can be found on page 93 of the of the Annual report
and accounts 2019.
(6 ) Sir Douglas Flint is eligible for life assurance of 4x his annual fee.
For 2019 this figure relates to the period 19 December-31 December 2019 which
was the relevant period that cover was in place. He received a full year of
this benefit in 2020.
Pay ratio
The table below sets out the ratio of CEO pay (based on Stephen Bird's pay
from the date of his appointment on 1 July 2020 plus Keith Skeoch's pro-rata
pay up to 30 June 2020) to the median, 25th and 75th 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 our gender pay gap data set (snapshot
data from 5 April 2020) and updated the figures for remuneration received in
respect of the 2020 performance year ending 31 December 2020 (methodology B).
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 individuals in the 25(th) and 75(th) percentile were considered
representative of the quartiles and the trends seen across the Company on
remuneration in respect of both the salary and bonus. The individual in the
50(th) percentile was replaced by the next identified in that quartile as
bonus was considered to be higher than representative for the quartile.
Benefits figures were based on the medical premium paid by the Company on
behalf of employees. All individuals identified were full time employees so no
adjustment to annualise total compensation was required.
The ratio has increased from 2019, which reflects the outcome of the
Committee's assessment of performance in each of the relevant years as well as
greater differentiation for performance and reward which was applied across
the organisation in 2020. The Committee is comfortable that the pay ratio
reflects the pay and progression policies across the Company. Further detail
on workforce pay is set out below.
Year Method 25(th) percentile 50(th) percentile 75(th) percentile
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(1) 741 1,847
25(th) percentile employee 32 38
50(th) percentile employee 51 61
75(th) percentile employee 85 102
(1 ) Values shown include Stephen Bird's pay from the date of his
appointment on 1 July 2020 plus Keith Skeoch's pro-rata pay up to 30 June
2020.
How pay was set across the wider workforce in 2020
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 Company-wide decision was made not to carry out a
salary review at the end of 2020 and the same approach was applied to
executive Directors.
In 2020, all employees were eligible to be considered for performance related
variable remuneration but not all employees received a bonus. Entitlement to
be considered for performance related variable remuneration is designed to
reward delivery of results over appropriate time horizons and includes
deferred variable compensation at a suitable level for the employee's role.
Variable remuneration for employees, including executive Directors, is
determined as a total pool.
As part of transformation of our performance culture, in 2020 variable
remuneration has been directed to those who have made an outstanding
contribution in the key areas of driving improved fund performance and client
service, managing through the global pandemic and delivering on our
transformation objectives. This has created the required momentum in these
areas in 2020 to position our business to deliver against our plan in 2021.
The Group engaged with its employees in 2020 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. The CEO has engaged
directly with employees in relation to the 2020 remuneration cycle. The areas
discussed in these communications include: economic factors, employee
expectations, congruence of pay across the workforce and market data.
The Group operates a Compensation Committee comprising the Chief HR 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.
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 2020. 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(1)
£000s
Sir Douglas Flint(2) 2020 475 27 502
2019 475 1 476
Jonathan Asquith 2020 139 - 139
2019 46 - 46
John Devine 2020 128 - 128
2019 131 3 134
Melanie Gee 2020 113 - 113
2019 117 4 121
Brian McBride(3,4) 2020 76 - 76
2019 - - -
Martin Pike 2020 124 - 124
2019 128 3 131
Cathleen Raffaeli(5) 2020 149 - 149
2019 149 3 152
Jutta af Rosenborg 2020 94 - 94
2019 94 - 94
Cecilia Reyes 2020 94 - 94
2019 24 - 24
(1 ) We have reviewed the approach to disclosure of taxable benefits
for non-executive Directors in 2020. This has resulted in removal of certain
expenses, in line with reporting requirements.
(2 ) Sir Douglas Flint is eligible for life assurance of 4x his annual
fee. For 2020 this figure relates to the full year.
(3 ) Appointed to the Board with effect from 1 May 2020.
(4 ) 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 page 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 238) and at the 2020
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
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 2021
The following table sets out Standard Life Aberdeen plc non-executive Director
fees to be paid in 2021. No increases were made to the level of fees from
2020.
Role 2021 fees(1) 2020 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, Remuneration and Nomination £10,000 £10,000
Committees)
Employee engagement(4) £15,000 £15,000
(1 ) The core fee of £73,500 paid to each non-executive Director
(including the Chairman) is expected to total £662k for 2021 (2020: £662k).
This is within the maximum £1,000,000 permitted under Article 87 of Standard
Life Aberdeen plc's articles of association. Total fees including additional
duties are expected to amount to £1,407k for 2021 (2020: £1,408k).
(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 insurance benefits with effect from December 2019.
(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.
(4 ) This fee was introduced in 2019. Details on the role
responsibilities are set out on page 79 of the Annual report and accounts
2018.
Non-executive Directors' interests in shares (audited)
The following table shows the total number of Standard Life Aberdeen plc
shares held by each of the non-executive Directors and their connected
persons:
Total number of shares owned Shares acquired during the period 1 January 2020 to Total number of shares owned at 31 December 2020 or date of cessation if
at 1 January 2020 or date of appointment if later
31 December 2020 earlier(2)
Sir Douglas Flint 89,024 345 89,369
Jonathan Asquith 20,000 50,000 70,000
John Devine 28,399 - 28,399
Melanie Gee 67,500 - 67,500
Brian McBride(1) - - -
Martin Pike 69,476 - 69,476
Cathleen Raffaeli 9,315 - 9,315
Jutta af Rosenborg 8,750 - 8,750
Cecilia Reyes - - -
(1 ) Appointed 1 May 2020.
(2 ) There were no changes to the number of shares held by Directors
between 31 December 2020 and 8 March 2021.
Sir Douglas Flint, as Chairman, is subject to a shareholding guideline of 100%
of the value of his annual fee in Standard Life Aberdeen plc shares to be
reached within four years of appointment.
The Remuneration Committee
Membership
During 2020 the Remuneration Committee was made up of independent
non-executive Directors. For their names, the number of meetings and committee
member attendance during 2020, please see the table on page 57.
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 2020
Jan-Mar · Development of 2020 Directors' Remuneration Policy
· Review stakeholder commentary on draft Remuneration Policy
· 2019 Directors' remuneration report
· 2019 bonus payments and 2017 LTIP outcomes
· 2020 annual bonus scorecard targets and 2020 LTIP targets
· Review remuneration outcomes for executive Directors and the Material
Risk Taker population
Apr-Jun · Review of COVID-19 impact on remuneration
· Update on the external environment and feedback from AGM
· Remuneration decisions for the Executive Leadership Team and other senior
employees within Remuneration Committee's remit
· Review of Stephen Bird appointment and Keith Skeoch departure
Jul-Sep · Consider anticipated impact of regulatory changes on remuneration
· Mid-year review of performance against target for annual bonus and LTIP
awards
Oct-Dec · Review of Group Remuneration Policy
· Material Risk Takers and related 2020 disclosures
· Update on the regulatory position of Standard Life Aberdeen and the
Remuneration Committee's Terms of Reference
· Review gender pay gap data
· Review 2021 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 of 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 2020 for professional advice to the
Remuneration Committee were £171,165.
Where appropriate, the Remuneration Committee receives input from the
Chairman, Chief Executive Officer, Chief Financial Officer, Chief HR Officer,
Global Head of Reward, Chief Risk Officer, and the Head of Stewardship and ESG
Investments. This input never relates to their own remuneration. The
Remuneration Committee also receives input from the Risk and Capital Committee
and Audit Committee.
Remuneration Committee effectiveness
The Committee reviews its remit and effectiveness each year. The 2020 review
was conducted internally by the Company Secretary, who interviewed each of the
Committee members. As well as general observations, the four key performance
areas considered were:
· The coverage of the Committee's duties in the meeting agendas
· How effectively agenda items were presented and discussed
· 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
The Committee members did not raise any material issues or concerns regarding
the above areas or the overall effectiveness of the Committee during
2020. They were very supportive of the Chair's effective role in leading the
Committee through its sometimes challenging discussions. The main area where
the Committee wanted to see continued improvement in 2021 was in relation to
the clarity of the presentation of some of the more technical and
regulatory-related remuneration matters. In addition to overseeing the annual
remuneration cycle, Committee members would like to spend more time in their
meetings considering the structure and elements of the future remuneration
principles and strategy across the Group, and how they might support the
executive team in their implementation.
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 2020 AGM on 12
May 2020 and the following table sets out the outcome.
2019 Directors' remuneration report For Against Withheld
% of total votes 98.05% 1.95%
No. of votes cast 1,067,884,391 21,284,114 16,406,965
Summary of the Directors' Remuneration Policy
This section sets out the remuneration policy which was approved by
shareholders at the 2020 AGM and how it will be implemented in 2021. Given the
changes to the Board during the year, summaries of the relevant extracts from
the remuneration policy for new appointments and for service contracts and
loss of office have also been provided.
Remuneration policy summary - executive Directors
Purpose and link to strategy Operation Implementation in 2021
Base salary
To provide a core reward for undertaking the role, commensurate with the Normally reviewed annually, taking into account a range of factors including: No changes are proposed to base salaries this year.
individual's role, responsibilities and experience. (i) the individual's skills, performance and experience; (ii) increases for
the broader employee population; (iii) external market data and other relevant Stephen Bird: £875,000
external factors; (iv) the size and responsibility of the role; and (v) the
complexity of the business and geographical scope. Stephanie Bruce: £538,125
Pension
To provide a competitive, flexible retirement benefit in a way that does not Maximum employer contribution aligned to those available to the wider Stephen Bird: 18% of salary
create an unacceptable level of financial risk or cost to the Company. workforce in the relevant jurisdiction.
Stephanie Bruce: 18% of salary
The current maximum employer contribution available to the UK wider workforce
is 18% of salary.
Benefits
To provide market competitive and cost effective benefits. Benefits include (i) private healthcare; (ii) death in service protection; Benefits to be provided as per policy.
(iii) income protection (iv) reimbursement of membership fees of professional
bodies; and (v) eligibility for the all employee share plan. Executive
Directors are also eligible to participate in the Company's flexible benefits
programme and are provided with a health screening assessment.
Annual Bonus
To reward the delivery of the Company's business plan in a range of financial The maximum award opportunity is up to 300% of salary. Stephen Bird: 250% of salary
and non-financial areas and to align executives' interests to those of
shareholders and our clients. Annual performance is assessed against a range of key financial (at least 75% Stephanie Bruce: 150% of salary
weighting), non-financial and personal performance measures (no more than 10%
weighting). Details on the performance metrics for to 2021 annual bonus are set out on
page 78. Due to commercial sensitivity, actual targets and ranges will be
At least 50% of any award will be deferred into shares vesting in equal disclosed at the end of the performance period.
tranches over a three-year period. A retention period may be applied. Deferred
awards accrue dividend equivalents.
Awards subject to clawback for a period of five years from the date of the
award. Any unvested awards will be subject to malus during the deferral
period.
Purpose and link to strategy Operation Implementation in 2021
Long-Term Incentive Plan
To align with our shareholders and promote sustainability by rewarding the The maximum award opportunity is up to 500% of salary. Combined incentive Stephen Bird: 350% of salary
delivery of long-term growth in shareholder value. opportunity capped at 700% of salary.
Stephanie Bruce: 200% of salary
Awards are subject to a three-year performance period, with a subsequent
two-year holding period. Details on performance metrics for 2021 LTIP awards are set out on page 78.
Performance targets are set annually for each three-year cycle by the
Remuneration Committee. Awards are subject to at least two performance metrics
which are linked to the achievement of the Company's long-term strategic
priorities and the creation of long-term shareholder value, with at least one
being absolute in nature and one being a relative metric.
Awards accrue dividend equivalents over the performance and holding period.
Awards will be subject to clawback for a period of five years from the date of
the award. Any unvested awards will be subject to malus during the deferral
period.
Share ownership
To ensure appropriate long-term alignment with the interest of our Executive Directors are required to build up a substantial interest in Company Stephen Bird: 350% of salary
shareholders. shares. For new joiners the shareholding requirement aligns with the higher of
maximum LTIP opportunity or 200%. The shareholding requirement for Stephanie Stephanie Bruce: 300% of salary
Bruce remained at 300% of salary in line with the policy in place at the time
of her recruitment.
The post cessation of employment 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.
Other Features
Malus and clawback
Malus and clawback provisions apply to annual bonus and LTIP awards.
Under the malus and clawback provisions, the Remuneration Committee has the
ability to reduce awards that have not yet vested (malus) and can require
repayment of an award (clawback) for a period of up to five years from the
date of award.
The circumstances in which malus or clawback would apply, include but are not
limited to:
- A material misstatement of the Company's audited financial
statements
- Any failure of risk management, fraud or other material financial
irregularity
- Material corporate failure
- An error in the information or assumptions on which the relevant
award was paid/granted or vests, as a result of erroneous or misleading data
or otherwise
- Serious misconduct by a participant or otherwise
The Remuneration Committee believes that the Remuneration Policy takes into
account the factors under Provision 40 of the Corporate Governance Code
(details of which can be found in the 2019 Directors' Remuneration Report).
Scenario charts
The following chart illustrates how much the current executive Directors could
receive under a range of different scenarios along with a comparison to our
current policy:
Diagram removed for the purposes of this announcement. However it can be
viewed in full in the pdf document
Outcomes for the 2021 scenario chart are based on the following:
· Minimum - fixed pay, comprising salary and pension effective 1 April 2021
(18% of salary), and benefits (the value of taxable benefits are as shown in
the Single Total Figure of Remuneration table for 2020 on page 79)
· Target - fixed pay, 50% of the maximum bonus award, 50% of LTIP vesting
· Maximum - fixed pay, 100% of maximum bonus award, 100% of LTIP vesting
· Maximum + share price growth assumes share price growth of 50% for the
LTIP element
Remuneration policy extract - Remuneration policy for new executive Director
appointments
Area Policy
Principles In determining remuneration arrangements for new executive appointments to the
Board (including internal promotions), the Remuneration Committee applies the
following principles:
- The Committee takes into consideration all relevant factors,
including the calibre of the individual, local market practice and existing
arrangements for other executive Directors, adhering to the underlying
principle that any arrangements should reflect the best interests of the
company and its shareholders
- Remuneration arrangements for new appointments will typically
align with the remuneration policy
In the case of internal promotions, the Committee will honour existing
commitments entered into before promotion
Components and approach The remuneration package offered to new appointments will not exceed the
maximum level of variable remuneration of 700% of salary. This limit excludes
buyout awards which are in line with the policy as set out below.
In considering which elements to include, and in determining the approach for
all relevant elements, the Committee will take into account a number of
different factors, including (but not limited to) typical market practice and
existing arrangements for other executive Directors and internal relativities.
Buyouts To facilitate recruitment, the Committee may make an award to buy out
remuneration terms forfeited on leaving a previous employer. Awards will be
made in accordance with regulatory guidance.
The buyout award will reflect the foregone award in amount and terms
(including any deferral or retention period) as closely as possible.
Remuneration policy extract - Service Contracts and loss of office for executive Directors
Area Policy
Notice period - Six months by the executive Director
- Up to 12 months by the employer to the executive Director
Executive Directors may be required to work during the notice period or take a
period of 'garden leave' or may be provided with pay in lieu of notice if not
required to work the full notice period.
Termination payments Any payment in lieu of notice will be made up of up to 12 months' salary,
pension contributions and the value of other contractual benefits. The payment
may be made in phased instalments.
Non-compete clauses Apply during the contract and for up to 12 months after leaving, at the
Company's choice.
Treatment of incentive awards For the purpose of awards under the annual bonus, long-term incentive plan and
Executive Incentive Plan, approved leavers are defined as those whose office
or employment comes to an end because of death, ill-health, injury or
disability, redundancy, or retirement with the agreement of the employing
company; the sale of the individual's employing company or business out of the
Group or any other reasons at the discretion of the Committee.
Annual bonus plan
Leavers during the award year
For approved leavers, rights to awards under the annual bonus will typically
be pro-rated for the period of employment to the date of termination, and will
be paid at the normal time in the normal manner, unless in very limited
circumstances (such as death), the Committee determines that payments should
be accelerated. For other leavers, rights to awards under the annual bonus
will be forfeit.
Leavers during the deferral period
For approved leavers, outstanding deferred awards under the annual bonus will
typically vest and be released at the scheduled vesting date. The Committee
retains the discretion to apply time pro-rating (over the deferral period) for
approved leavers and to accelerate the vesting and/or release of awards if it
considers it appropriate. For other leavers, rights to deferred awards will be
forfeited.
Awards under the Long-Term Incentive Plan
Leavers during the performance period
For approved leavers, outstanding awards under the LTIP will typically be
pro-rated for time in service to termination as a proportion of the
performance period and will be released at the scheduled vesting date subject
to performance. Subsequent holding periods will also apply. The Committee
retains the discretion to dis-apply time pro-rating for approved leavers. For
other leavers, rights to outstanding awards will be forfeited.
Leavers during the holding period
Vested awards subject only to a holding period will be retained and released
at the scheduled date.
Legacy awards under the Executive Incentive Plan
Leavers during the deferral period
Outstanding deferred awards under the EIP will typically be paid at the normal
time, subject to performance against the Underpin performance conditions. The
Committee retains the discretion to apply time pro-rating (over the deferral
period) for approved leavers and to accelerate the vesting and/or release of
awards if it considers it appropriate. For other leavers, rights to deferred
awards will be forfeited.
Legacy awards under the Aberdeen Deferred Share Plans
A good leaver is defined as someone whose employment comes to an end because
of death, ill-health, injury, disability, redundancy or retirement, sale of
the employing company or business or any other reason at the discretion of the
Committee. Unvested awards granted to good leavers will typically vest in full
at the normal vesting date, unless the Committee decides that they should vest
on termination. For other leavers, rights to deferred awards will be
forfeited.
Other payments The Committee reserves the right to make any other payments (including
appropriate legal fees) in connection with an executive Directors' cessation
of office or employment where the payments are made in good faith in discharge
of an existing legal obligation (or by way of damages for breach of such an
obligation) or by way of settlement of any claim arising in connection with
the cessation of that executive Directors' office or employment.
Change of control Outstanding awards will be treated in line with the terms of the respective
plans.
2 (#_ftnref1)
3 (#_ftnref2)
4 (#_ftnref3)
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. END FR ZZGGFGLLGMZGRecent news on Aberdeen
See all newsREG - Aberdeen Group PLC - Director/PDMR Shareholding
AnnouncementREG - Aberdeen Group PLC LondonMetric - Form 8.3 - LondonMetric Property PLC
AnnouncementREG - Aberdeen Group PLC British Land Co PLC - Form 8.3 - British Land Co PLC/The
AnnouncementREG - Aberdeen Group PLC LondonMetric - Form 8.3 - LondonMetric Property PLC
AnnouncementREG - Aberdeen Group PLC Senior PLC - Form 8.3 - Senior PLC
Announcement