IntegraFin : Annual Report 2020

January 20, 2021 at 09:24 am EST

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2020

Resilient.

IntegraFin Holdings plc

Company Registration

Number: 08860879

PERFORMANCE HIGHLIGHTS

OPERATIONAL

Funds Under Direction*:

£41.09bn	9%
(2019	- £37.80 billion)

Net inflows*:
£3.59bn	3%
(2019	- £3.50 billion)

Client numbers:
191.9k	7%
(2019	- 179.5k)

Adviser numbers:
6.2k	6%
(2019	- 5.9k)

FINANCIAL

Revenue:

£107.3m	8%
(2019	- £99.2 million)

Operating profit attributable
to shareholders:
£55.3m	11%
(2019	- £49.6 million)

Profit after tax:
£45.5m	11%
(2019	- £41.1 million)

Earnings per share:
13.7p	10%
(2019	- 12.4p)

Shareholder returns in 2020*:
8.3p	6%
(2019	- 7.8p)

*Certain financial measures include alternative performance measures (APMs) which are indicated with an asterisk.

APMs are financial measures which are not defined by IFRS. They are used in order to provide better insight into the performance of the Group. Further details are provided in the glossary, on page 168.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 1

2 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

CONTENTS

Performance Highlights		Financial Statements
		Independent Auditor's Report.................................................	104
Strategic Report		Consolidated Profit or Loss and Other Comprehensive Income..............	114
Chair's Statement....................	4	Company Profit or Loss and Other Comprehensive Income..................	115
Chief Executive Officer's Review.....	6	Consolidated Statement of Financial Position.................................	116
Transact - Our Business Model......	8	Company Statement of Financial Position.....................................	117
Our Strategic Objectives............	12	Consolidated Statement of Cash Flows........................................	118
Key Performance Indicators........	18	Company Statement of Cash Flows...........................................	119
COVID-19 Statement...............	20	Consolidated Statement of Changes in Equity................................	120
Business Review....................	22	Company Statement of Changes in Equity....................................	121
Chief Financial Officer's Review.....	26	Notes to the Financial Statements............................................	122
Risk and Risk Management.........	38
Going Concern and Viability		Other Information
Statement...........................	48	Directors, Company Details, Advisers.........................................	167
Corporate Social Responsibility.....	50	Glossary of Terms..............................................................	168
Companies Act Section 172........	56
Approval of the Strategic Report...	58
Governance
Board of Directors...................	59
Corporate Governance Report......	63

Audit and Risk Committee
Report...............................	68
Nomination Committee Report.....	73
Directors' Remuneration Report....	76
Directors' Report....................	99
Statement of Directors'
Responsibilities.....................	103

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 3

STRATEGIC REPORT

Richard Cranfield

Chair

CHAIR'S STATEMENT

Overview

Our last financial year saw dramatic events, the biggest being the global COVID-19 pandemic, but also continuing global trade tensions and a bad-tempered and divisive US Presidential election campaign. We now seem to be headed into

a significant global recession and this is even before the more localised disruption of Brexit plays out. Equity markets have been buffeted by these difficulties, but have benefited from significant quantitative easing and been more resilient than many would have expected.

Given the prevailing economic instability, our performance has been gratifyingly robust. Alexander Scott comments on the results in more detail in his Chief Executive Officer's Review.

COVID-19

Discussing the emerging pandemic with Ian Taylor, Alex Scott and Jonathan Gunby back in January, I remember them expressing concerns about the possibility of being faced with a major lockdown. When it came to pass in March, the Group responded with immense hard work and application and got virtually everyone in the UK and Australia working remotely. It was a massive achievement by everyone involved, particularly the IT professionals, who managed this abrupt change in

working practices. The board thanks everyone very much indeed for their efforts and courage in the face of real adversity.

The Group is proud that it did not furlough any staff, or take advantage of any other Government assistance.

The Board

The major change to management this year has been Ian stepping down in February, Alex becoming Group Chief Executive and Jonathan becoming Chief Executive of Integrated Financial Arrangements Ltd (IFAL) and joining the Group board. These changes have progressed smoothly and Ian remains on the board as Executive Director until he retires in February 2021.

It is difficult to overstate the crucial role played by Ian in the development of the Group and Transact since its foundation in 1999. From a standing start to a FTSE 250 Group employing over 500 staff; with 6,200 IFA clients and, through them, 192,000 ultimate investors; and Funds Under Direction (FUD) in excess of £41bn as at

30 September 2020; it is an immense achievement. We are hugely grateful for Ian's leadership, commitment and example, and will all have to work hard to maintain the standards he set. We wish Ian and Frances a very happy retirement.

4 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

The board is pleased that Alex accepted its invitation to lead the Group as its new Chief Executive and that Jonathan did likewise to become Chief Executive of IFAL. The board is confident that they both bring the right skills and knowledge to their respective roles.

Governance and culture

This is the first year that the 2018 UK Corporate Governance Code (the Code) has applied to the Group. Confirmation of how we have complied with the Code for the year under review is set out on page 63. Constructive, transparent and open engagement with our stakeholders outside of the boardroom forms a critical aspect of board-level activity. On pages 56 to 57, we present our first Section 172 (s172) statement, which sets out how we consider

our key stakeholders in our decision making.

The board is focused on good governance and we continue to strengthen all aspects of this throughout the Group. We have rigorous Audit and Risk, and Remuneration Committees which meet regularly and review in depth the work of the executives. Strong governance is a vital ingredient of any successful company and we commit significant resources to the process and all its constituent parts. In particular, the Nomination Committee was closely involved in all aspects of the succession planning and appointment processes around the board changes referred to above.

The external board effectiveness review is discussed on page 67.

We take great care of our corporate culture and values - which are reflected both in our staff relations and in our interactions with customers and other key stakeholders. It is particularly pleasing that we continue

to rank so highly in client service polls undertaken by Investment Trends and CoreData, and that our senior staff have such longevity with the Group.

Remuneration

The Remuneration Report is set out on page 76.

Dividend

In line with our dividend policy and in recognition of our financial performance, we have declared a second interim dividend of 5.6 pence. Together with our first interim dividend paid in June of 2.7 pence per ordinary share, this takes the total dividend to 8.3 pence.

Closing

This has been my first year as Chair and I have thoroughly enjoyed the challenge and the interaction with new colleagues across the business. In particular I have been struck by their professionalism and commitment to customers.

The members of the board would like to thank all our hard working colleagues for their extended efforts dealing with the continuing challenge posed by the pandemic and the social and financial consequences that are continuing to flow from it. These results, clients' satisfaction, and our ranking within the platform sector are the product of their efforts and play a vital part in the growth of the business.

Richard Cranfield

Chair

16 December 2020

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 5

STRATEGIC REPORT

continued

Alexander Scott

Chief Executive Officer

CHIEF EXECUTIVE OFFICER'S REVIEW

I am pleased to introduce my first review as Chief Executive.

Mike Howard and Ian built the business on a foundation of recruiting high calibre staff to deliver the highest quality customer service as efficiently as possible. I picked up the mantle from Ian in early March as we entered a period of significant change to the operating environment and my primary concerns have been to ensure the ongoing wellbeing of our staff, and the continuing delivery of that service to our clients. This will be an ongoing theme as we negotiate our way through the coming months. With the secure foundation we have built over many years, I believe we can continue to develop our offering to the benefit of all our stakeholders.

Headlines

Given the events that unfolded over the second half of our financial year, we are very pleased to deliver a robust set of results.

Gross inflows of £5.75 billion remained at broadly the same level as last year, while net inflows of £3.59 billion were 3% higher. The increase in net inflows was driven by a reduction in outflows, as clients' spending patterns reduced in the second half of the year.

FUD at the year-end totalled £41.09 billion, an increase of 9% over the year. Other key metrics also continued to demonstrate positive performance, with client numbers passing 190k (+7%) and adviser numbers passing 6k (+6%). This drove an increase in revenue

to £107.3 million (+8%) and, coupled with sensible expense management, has enabled us to report that profit before tax increased by 11% to £55.3 million.

Market background

Strong equity market performance, where the FTSE All Share Index rose 5% from October through to early March was matched by growth in inflows in the platform market, reversing the softening that had occurred throughout much of our previous financial year. This continued through to the tax year end, but changed rapidly as the impact of government measures to address COVID-19 took effect.

The second half, in a completely different, unparalleled operating environment, was difficult for clients and their advisers. Inflows fell across the retail advised platform sector as advisers focused on delivery of service to their current clients. Despite the difficulties, the market continued to function, with services previously provided face-to-face being provided virtually, and paper-based processes being replaced by digital processes.

6 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Over the full year, the retail advised platform market FUD grew by 6% from £433.61 billion (restated September 2019. Revised from £427.7 billion, as stated in FY19's accounts, due to the inclusion of two more competitors) to £460.52 billion (September 2020).

Our activity

Against this backdrop, we have seen a small increase in our market share of FUD, and we consistently rank in the top three firms for gross inflows. According to Fundscape statistics we have achieved the highest 2020 net flows to date among retail advised platforms.

We achieved this by enhancing our service offering with incremental additions to functionality and responsible price reductions creating more value for money for our clients.

For the eleventh year running, Transact retained the top spot in the annual independent research studies by Investment Trends and CoreData. This was especially rewarding as we have had to adapt to delivering our service whilst working from home. As owners of proprietary platform software, we were in full control of the realignment of our technology development - so, from early March, we concentrated on digital processing enhancements, better enabling clients and advisers to manage financial plans with reduced need for physical documents and wet signatures.

The outlook

The outlook is clearly heavily dependent upon the economic effects of the measures being taken to combat COVID-19 and their impact upon equity markets, FUD and flows. The operating environment has become more difficult and unpredictable and this seems likely to remain the case in the coming months. Additionally, there is still little certainty on the shape of the UK's trading relationship with the European Union, despite the proximity of the end of the transition period.

However, none of this changes the fundamental need of individuals and their families to plan and take care of their financial future, so we will continue to refine our systems and processes and further develop and expand the financial infrastructure and associated services that we have successfully delivered for twenty years, through both internal investment and consideration of acquisition opportunities. We will keep investing in our staff and supporting them, being especially mindful of their mental welfare in these difficult times. We will continue to manage our cost base prudently, to deliver fair returns for all of our stakeholders, and we will leverage the agility that has helped shape our approach to the events of the last few months, as we advance into the new year.

Alexander Scott

Chief Executive Officer

16 December 2020

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 7

STRATEGIC REPORT continued

TRANSACT - OUR BUSINESS MODEL

A specialist platform provider - making financial planning easier

Transact is a market-leading investment platform that delivers an infrastructure which enables advisers to implement financial plans as simply and efficiently as possible. Its leading platform functionality is supported by a high-touch client service team, which provides real time, consistent day-to-day and technical support no matter how basic, or complex, the query may be.

A key feature of our operation is the control we have over every aspect of what we do. We strive always to insource the components of our service and technology, to enable us to maintain control over the quality and cost of our whole operation.

The main components of our business model are:

Operational excellence

In-house wrappers

Award-winningclient servicing model
High-touch,regionally allocated client service teams
180 highly trained client service staff
Staff are not product-centric but are client-centric
Highly efficient client and adviser experience
Strong adviser relationships

We provide a wide range of in-housetax-efficient wrappers, including:

ISAs (including the LISA and JISA)
Pensions
Onshore life insurance bonds
Offshore life insurance bonds
General Investment Accounts

8 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

In-house technology

Open architecture

Proven reputation

Trusted by independent advisers

Strong balance sheet

Proprietary software systems technology
Ownership of the software development company
Full control of development direction and priorities and costs
Full control of the client experience
We set our own development priorities
Agility

We are whole of market and provide access to a wide range of investment types, including:

Mutual funds
Investment trusts
Exchange traded funds
Other shares
Gilts and bonds
Venture capital trusts
Cash and term deposits
A long-established, financially secure, investment platform
Consistently high level of service for 20 years
Numerous awards received, including best adviser platform in adviser surveys run by CoreData and Investment Trends
The fair treatment of clients, shareholders and employees
Long-standingrelationships with many financial planning firms across the UK
Over 6,200 advisers have independently chosen Transact as an administration platform for their clients
Highly cash generative business model
No debt on the balance sheet
Closely managed expenses in line with the business plan
Strong regulatory capital position that remains stable through the economic cycle

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 9

STRATEGIC REPORT continued

Using our resources to create value

1. Investing in our people

Our client service teams receive extensive training through our internal training programmes and have been instrumental in our success and the many accolades and awards Transact has received. These teams are supported by a dedicated technical specialist department that has the expertise to deal with more complex queries as they arise.

2. Building our infrastructure

Our systems and processes are designed to meet the needs of our clients and their advisers. We listen to user feedback when considering the improvements we will make to our bespoke systems. The development and implementation of these enhancements has been carried out in a steady, controlled manner over the past twenty years and this proven approach is expected to continue for the foreseeable future.

3. Growing FUD by attracting and retaining clients

The Transact business model incorporates 'responsible pricing', which means sharing profits with our clients through price reductions, when circumstances permit. We do this when we are comfortable that doing so will not have a negative impact on service levels and it means that the best service in the platform market continues to be even better value for money.

We do not outsource any component of our service or technology which gives us absolute control over the quality and cost of our whole operation.

By closely managing expenses, in line with the business plan, and regularly implementing process efficiencies, our per unit cost base has been growing at a slower rate than business volumes.

Transact has been consistently differentiated from its competitors over the years through sustained customer service excellence. It is a trusted investment platform and we currently work with over 6,200 advisers who have independently selected Transact for their clients.

4. Growing earnings from increasing levels of FUD

Our revenue is generated from the fees paid by clients for using our platform. We are confident that the business model we operate is truly sustainable, as over 97% of revenue, as detailed on page 29 in the Financial Review, is recurring and has been for many years.

10 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

5. Managing costs

Insourcing the key components of our service and technology means we have total control over the quality, development and cost of our proposition. In particular, control of our software systems development is crucial to our business model, as it enables

our client service teams to operate particularly effectively.

6. Delivering fair returns for all stakeholders

Central to our business model is the fair treatment of clients, employees, suppliers and shareholders. As previously mentioned, we often reduce charges to share our success with clients.

We have introduced a Share Incentive Plan (SIP) that is open to all staff and a Performance Share Plan (PSP) for management. The schemes aim to reward performance, recognising the contribution all staff have made to the success of the firm, and to encourage loyalty. We also aim to deliver fair returns to shareholders by delivering on our dividend policy, in line with Strategic Objective 6 on page 15, whilst maintaining a strong and stable regulatory capital base.

Shareholder returns

In respect of financial year 2020, the first interim dividend of 2.7p per share (£8.9 million in total) was paid in June, and the second interim dividend,

as detailed in the Chair's statement, of 5.6p per share (£18.6 million in total), has been declared.

The dividends in respect of financial year 2020 equate to a return to shareholders of 60.5% of post-tax profit, which is in line with our dividend policy.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 11

STRATEGIC REPORT continued

OUR STRATEGIC OBJECTIVES

The IntegraFin Holdings plc (IHP Group) is focused on the delivery of financial services infrastructure and associated services to UK advisers and our mutual clients.

We aim to create, maintain and improve value for our four principal groups of stakeholders - our clients, our employees, our suppliers and our shareholders. To do this we need to maintain our reputation for delivering a high quality, value for money service. This is achieved by keeping our offering relevant to current and future new clients through ongoing development which ensures we meet the needs of clients and their advisers. The key risks mentioned below are described, along with risk management activities and controls, on pages 16 and 17.

1. Drive growth

We aim to grow FUD by attracting and retaining clients through their advisers, due to delivering a superior service and value for money.

The business considers developments to the core proposition and business plan, where such changes are likely to improve the operation of financial plans for clients and their advisers. The business targets the implementation of new wrappers and services where it can see opportunities that will benefit all customers.

We will also review and consider potential acquisition opportunities where there is an expectation of accelerated growth, or augmentation of the current proposition that would enhance shareholder value. We have a high hurdle for taking any such opportunities forward, applying a rigorous and disciplined approach.

Financial year 2020 progress:

FUD ended the year at £41.09 billion (2019: £37.80 billion), growing 9% over the year.

Financial year 2021 outlook:

We will continue to target advisers not yet using our service that are in our identified core market. We also expect that adviser users will continue to move their clients onto Transact, as they experience the benefits that our service brings, and those clients already using us will put more money into their portfolios.

Key risks:

Service standards failure
Stock market volatility

12 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

2. Invest in the business

A history of investment in our staff and our technological infrastructure has ensured our service quality has been award winning and operationally resilient. This will not change. We recognise that high calibre, well-trained staff and an intuitive, progressive system are critical to our ongoing success.

Aside from the work required to keep up to date with statutory and regulatory change every year, we are guided by feedback from clients and advisers when prioritising changes to Transact. The emergence of new investor practices and product, wrapper and functionality additions may all require the deployment of new technologies. We continue to adapt to these changes and invest in our software in a steady and controlled manner, building on our development experience from the past twenty years.

Where new opportunities have been identified, the business looks to introduce insourced solutions. New developments must:

Not risk Group capital beyond reasonable levels;
Not bring us into commercial conflict with our customers' advisers; and
Not make it difficult for us to meet our regulatory responsibilities.

Through these measures we aim to continue to grow profits and generate the best returns we can for our shareholders.

Financial year 2020 progress:

£9.8 million (2019: £9.0 million) invested in platform development in the year. This is comprised of platform developer and management cost, acquisition of new equipment and training costs.

Financial year 2021 outlook:

We look forward to making further enhancements that benefit the client and adviser online experience in financial year 2021, as well as other system improvements which are already designed and timetabled.

Key risk:

Diversion of resources

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 13

STRATEGIC REPORT continued

3. Grow earnings

We expect to continue growing FUD and revenue by attracting more assets onto our platform. We aim to achieve this through:

Our on-platform advisers and clients. The wealth managed by Transact's current adviser base is expected to increase through stock market growth and new contributions.
Increasing penetration of Transact's current adviser base. That is, increasing the share of wallet from advisers on our platform by winning new clients.
Attracting new advisers by maintaining leading ratings amongst advisers and keeping our platform relevant to new advisers and clients by constantly developing the service to meet their needs.

The expectation that the UK wealth management market will continue to grow, leading to a consequential growth in investable assets managed by advisers, provides a positive outlook for the demand for investment platform services.

Financial year 2020 progress:

Revenue increased by 8% to £107.3 million (2019: £99.2 million).

Financial year 2021 outlook:

Client numbers grew by 7% and adviser numbers by 6% in financial year 2020. We aim to maintain this level of growth and potentially increase both metrics in the coming year, but recognise that the economic outlook is challenging.

Key risks:

Service standards failure
Stock market volatility
Increased competition

4. Maintain cash generation

We are a highly cash generative business because all our fees are received in cash, which we collect directly from client portfolios as they become due. Combined with sensible expense management, we expect to continue generating cash profits.

Financial year 2020 progress:

Operating profit attributable to shareholders, generating profits from the cash received, in financial year 2020 was £55.3 million, which is an increase of 11% from £49.6 million in FY2019.

Financial year 2021 outlook:

We will continue to manage expenses and it is expected the Group's strong liquidity profile will be maintained.

Key risks:

Stock market volatility
Uncontrolled expenses

14 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

5. Maintain strong balance sheet

We continue to maintain robust capital resources, which are supported by emerging profit. We have no debt and our regulatory capital position remains resilient through the economic cycle.

Financial year 2020 progress:

The Group capital position grew 16% and ended the year at £140.9 million, up from £121.9 million at 2019 year end.

Financial year 2021 outlook:

We will continue to manage our capital prudently to enable us to meet our regulatory capital requirements as the business grows.

Key risks:

Stock market volatility
Capital strain

6. Deliver on dividend policy

Our policy is to pay 60% to 65% of full year profit after tax as two interim dividends.

Financial year 2020 progress:

A first interim dividend was paid of 2.7p per ordinary share and a second interim dividend declared of 5.6p per share, in line with our dividend policy.

Financial year 2021 outlook:

Our dividend policy remains unchanged, but our income may be impacted by continuing market uncertainty,

as a result of the ongoing COVID-19 pandemic and Brexit.

Key risks:

Stock market volatility
Uncontrolled expenses
Capital strain

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 15

STRATEGIC REPORT continued

KEY RISKS

There are factors within and outside of our control that may affect the achievement of our strategic objectives. We aim to mitigate exposures that are outside our risk appetite where possible. The key risks associated with our strategic objectives are:

1. Stock market volatility: The COVID-19pandemic created immense uncertainty in stock markets throughout the year, with large fluctuations from day to day, as news emerged. The shape and implementation of the Brexit deal the UK agrees with the EU may also continue to have a negative impact on stock markets for some time. Stock market volatility impacts the value of our FUD.

Risk management and control: The risk of stock market volatility, and the impact on revenue, is mitigated through a wide asset offering which ensures we are not wholly correlated with one market, and which enables clients to switch assets in times of uncertainty. In particular, clients are able to switch into cash assets, which remain on our platform. Our wrapper fees are not impacted by stock market volatility as they are a fixed quarterly charge. We also closely monitor and control expenses, which assists in maintaining profit in turbulent times.

2. Service standards failure:

Our high levels of client and adviser retention are dependent upon our consistent and reliable levels of service. Failure to maintain these service levels would affect our ability to attract and retain business.

Risk management and control:

We manage the risk of service standards failure by ensuring our service standards do not deteriorate. This is achieved by providing our client service teams with extensive initial and ongoing training, supported by experienced subject matter experts and managers. Service levels are monitored and quality checked and any deviation from expected service levels is addressed. We also conduct satisfaction surveys to ensure our service levels are still perceived as excellent by our clients and their advisers. Service standards are also dependent on resilient operations, both current and forward looking, ensuring that risk management is in place. Please see the Risk and Risk Management section on page 38.

16 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

3. Increased competition:

We operate in a competitive market. Increased levels of competition for clients and advisers; improvements in offerings from other investment platforms; and consolidation in

the adviser market may all make it more challenging to attract and retain business.

Risk management and control: Competitor risk is mitigated by focusing on providing exceptionally high levels of service and being responsive to client and financial adviser demands through an efficient expense base. This allows us to continue to increase the value for money of our service by reducing client charges, subject to profit and capital parameters when deemed appropriate.

4. Diversion of resources:

Maintaining our quality and relevance requires ongoing investment.

Any reduction in investment due to diversion of resources to other non-discretionary expenditure (for example, a change in the taxation regime or other regulatory developments) may affect our competitive position.

Risk management and control: The risk of reduced investment

in the platform is managed through a disciplined approach to expense management and forecasting.

We horizon scan for upcoming regulatory and taxation regime changes and maintain contingency to allow for unexpected expenses e.g. UK Financial Services Compensation Scheme (FSCS) levies, which ensures we do not need to compromise on investment in our platform to a degree that affects our offering.

5. Uncontrolled expenses:

Higher expenses than expected and budgeted for would adversely impact cash profits. The key constituent of expenses is salary costs, but other expenses are more likely to change unexpectedly, for example legal, compliance or regulatory costs

and levies.

Risk management and control: The most significant element of our expense base is staff costs. These are controlled through modelling staff requirements against forecast business volumes, factoring in efficiencies that it is expected will emerge through platform development. Any expenditure request that deviates from plan is rigorously challenged and must be approved before it is incurred.

6. Capital strain: Unexpected, additional capital requirements imposed by regulators may negatively impact our solvency coverage ratio.

Risk management and control: We continuously monitor the current and expected future regulatory environment and ensure that all regulatory obligations are or will be met. This provides a proactive control to mitigate this risk. Additionally, we carry out an assessment of our capital requirements, which includes assessing the regulatory capital required.

We retain a capital buffer over and above the regulatory minimum solvency capital requirements.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 17

STRATEGIC REPORT continued

KEY PERFORMANCE

INDICATORS

The key performance indicators that follow are the quantifiable measures that we use to gauge the performance of our business.

We consider the measures to be key to our business due to: our current and future revenue streams and market position are linked to FUD; increasing market share through new advisers and clients, and ensuring existing clients do not want to leave (client retention), is also key to our success; investment in the platform is crucial to ensure we continue to deliver and improve our outstanding customer service; and, we require sufficient capital to ensure we meet our regulatory requirements and can continue to support and invest in the business.

All metrics meet our expectations, taking into consideration the challenging economic environment in the second half of financial year 2020.

FUD* increased by £3.29 billion (9%)

The value of FUD is a primary driver of revenue as it forms the basis of annual commission payable which, as detailed on page 27 in the Financial Review, is the largest component of Group revenue.

TOTAL FUD

	45bn
	40bn			41.1bn
	35bn		37.8bn

	30bn	33.1bn
(£)	25bn
20bn
FUD
15bn
	10bn
	5bn
	0bn	FY18	FY19	FY20

Financial Year (end)

Net inflows were up 3%, and Transact had the largest share of adviser net flows

We achieved the highest net inflows of all advised platforms in each of the first three quarters of 2020, according to Fundscape statistics.

NET INFLOWS

(£)	5bn
4bn	4.1bn
inflows	3bn	3.5bn	3.6bn

2bn
Net	1bn

	0bn	FY18	FY19	FY20

Financial Year (end)

*Our KPIs include alternative performance measures (APMs) which are indicated with an asterisk. APMs are financial measures which are not defined by IFRS. They are used in order to provide better insight into the performance of the Group. Further details are provided in the glossary, on page 168.

18 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Client numbers were up 7% to 191,900

The increase in the number of clients is testament to the continued quality of our service.

CLIENT NUMBERS

numbers	200k
180k		179k	192k
160k	166k


140k
Client
120k
100k
	FY18	FY19	FY20

Financial Year (end)

Client retention remained at 96% per annum

Client retention is an important measure of satisfaction. It is also a driver of ongoing revenue and we attribute our high level of client retention to satisfaction with our service and offering.

Financial year	2018	2019	2020

Levels of client retention	96%	96%	96%

Adviser numbers were up 6% to over 6,200

We have experienced steady growth in the number of advisers using the platform. We help advisers to "onboard" their clients through a mixture of face-to-face local support (until lockdown) and phone and online assistance via our extensive servicing and technical teams. Once again we retained the highest Net Promoter Score (NPS) of the adviser platforms in the annual Investment Trends survey. The rate of growth of adviser numbers continues to increase steadily year-on-year.

ADVISER NUMBERS

numbers	6,500
6,000			6,205

5,500		5,871
Adviser	5,453
5,000

4,500	FY18	FY19	FY20

Financial Year (end)

Investment in the business continued*

In financial year 2020 we invested £9.8 million (2019: £9.0 million) in platform development, including software development, platform infrastructure and staff training. Ongoing investment ensures the proposition remains award winning and operationally resilient.

Operating profit attributable to shareholder returns increased to £55.3 million (11%)

We maintained income growth in

a challenging market and expenses remained stable.

Capital stability was maintained

The Group maintained a strong balance sheet with capital increasing to £140.9 million. We retained a sensible capital base, with capital resources predominantly in cash and UK gilts generated from the core business. In order to determine the capital base, we consider the capital position after dividends, investment and meeting increases in regulatory capital requirements.

on page 168.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 19

STRATEGIC REPORT continued

COVID-19

Principal risks and uncertainties

We are very aware of the potential impact on the health and safety of our colleagues, advisers and clients that follows recurring spikes of the COVID-19 pandemic and of the financial uncertainty that the current circumstances present. We have worked hard to support the wellbeing of our colleagues and to maintain the quality services expected of us. We continue to strive to make the management of client portfolios efficient and secure.

In our response to the pandemic we invoked parts of our business continuity measures. In addition, we reacted responsively by implementing a series of procedural and processing changes for employees, operating procedures and IT systems and infrastructure. These combined measures ensured we were able to continue the running of our operations throughout the period of government- imposed lockdowns. We continue to operate, in line with the recommended government guidelines in the UK, Isle of Man and Australia.

Our people

It is of paramount importance to us that we safeguard our colleagues.

As mentioned above, we implemented, across the entire Group, a remote working operating model with only

a small number of essential staff continuing to work at the London, Melbourne and Isle of Man offices. We made special efforts to ensure all our colleagues were kept informed and engaged through regular management communications.

We established a dedicated staff portal, "Transact Together Hub", which provides a central point of information for process changes, key policies and useful tips to help colleagues make the transition and preserve our culture and collaborative team working ethos. We maintained an open and collaborative engagement with colleagues and actively sought their views. As a consequence, following the initial relaxation of the UK Government lockdown rules in July, we retained the remote working model. All our offices were modified to meet social distancing and health and safety standards. Our Isle of Man office reopened on 29 June following the IoM Tynwald removing restrictions. However, our UK and Melbourne offices still only have a presence for essential workers in order to maintain the continuity of the business operations and key systems. In all instances government advice and guidelines have been followed and strict premises controls are still in place.

20 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Our operating procedures

The change in the operating model required a number of process and control changes to be put into place at short notice. These were assessed by Risk Management and detailed reports presented to the Audit and Risk Committee. The opportunity was taken to accelerate planned changes to our business processes and to refresh our continuity strategy and arrangements. In the event of any further lockdowns, we will respond in line with our updated business process and continuity arrangements.

Our IT systems and infrastructure

The increased threat from cyber- attacks remains high on the agenda and to this end we actively reinforced procedures on virus and phishing threats and increased the level of monitoring and surveillance controls. Our systems remained resilient and this allowed us to maintain all of our key business services throughout the period. We delivered enhancements to Transact Online (TOL), strengthening the adviser interface. By embracing other technology in conjunction with TOL, such as digital signatures and electronic document uploads,

we further reduced our paper-based processing requirements. We ensured communication and video facilities were in place to enable colleagues and the business to interact effectively.

We remain confident that our business processes and controls are resilient and sufficiently responsive to meet the uncertainties under current conditions.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 21

STRATEGIC REPORT continued

BUSINESS REVIEW

A game of two halves

The evolving platform market

Even in this most challenging of years, the advised platform market grew to £460.52 billion from £433.61 billion (revised from £427.70 billion as reported in 2019) a year earlier. Investors continued to place great value on financial planning and advice, and advisers continued to place the majority of their clients' investment flows via investment platforms.

How the year unfolded

First half

(October 2019 to March 2020)

The FTSE All Share Index started the year at 4,038 (1 October 2019) and, by 17 January 2020, had reached 4,258. Advisers are usually very busy ahead of the tax year end and early 2020 saw business as usual. Gross inflows were £3.23 billion, our highest ever in the first half of the year (first half of 2019 (1H19): £2.84 billion) and net inflows were £2.06 billion (1H19: £1.81 billion). Client numbers grew to 187,000 and FUD to £34.99 billion.

However, the seriousness of COVID-19 then became apparent, the UK went into lockdown, and, by 23 March, the FTSE All Share Index had fallen to a low of 2,728.

Second half

(April 2020 to September 2020)

With advisers and their colleagues working from home, they did remarkably well to continue servicing clients and managing their businesses. Correspondingly, at £797.3 million, our net flows for the April to June quarter were consistent with the same period in FY19.

By 23 June, the FTSE All Share Index had risen to 3,498 and our FUD was £39.71 billion. We were delighted to be rated the top overall platform in two independent research surveys (CoreData and Investment Trends), at a time when the vast majority of our people were working from home.

The July to September quarter was more challenging in terms of gross flows, as advisers across the industry were focused on servicing their existing clients and were spending less time engaging with new ones. However, the quarter still resulted in positive net flows of £730.8 million (albeit lower than FY19 June to September net flows of £891.0 million).

At the end of our financial year, the FTSE All Share Index had fallen to 3,282. By contrast, our FUD had risen to its highest ever level of £41.09 billion. Other metrics were also robust: the number of clients had risen to 192,000, brought to us by over 6,200 advisers.

In conclusion, it was a challenging year, which still produced many positive results that stand as testament to the strength and stability of the business.

22 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Transact vs the market

FUD growth

Market FUD at 30 September 2020 was £460.52 billion, growth of 6% on prior year. Transact FUD at 30 September 2020 was £41.09 billion, growth of 9% on prior year (£37.80 billion).

Pension business continues to represent a higher proportion of assets year on year, now making up 46% of FUD on Transact, whilst GIAs and ISAs are at 22% and 25% respectively. Insurance bonds as a proportion have remained steady at 7%, with the offshore bond making up the majority.

Inflows

Despite the first and second halves of the financial year being very different, we were pleased to finish the year with both gross and net inflows very slightly ahead of the prior year.

Market gross inflows were £58.22 billion, growth of 1% on prior year. Transact gross inflows for the year were £5.75 billion, which was a shade ahead of £5.70 billion achieved in the prior year.

Market net inflows were £24.26 billion, growth of 8% on prior year. Transact net inflows for the year were £3.59 billion, which was an increase of 3% on prior year (£3.50 billion).

We have consistently ranked in the top three firms for gross inflows and we have achieved the highest 2020 net flows to date of all retail advised platforms according to Fundscape statistics. This has been sourced in four ways:

Advisers who have used Transact for more than one year bringing across new clients;
Clients already on Transact for more than one year making further contributions to their portfolios;
New clients from advisers new to
Transact;
Outflows remaining broadly stable as a percentage of opening FUD and comparing favourably with the rest of the industry.

MARKET GROSS FLOWS

	18,000m
(£)	15,000m
12,000m
flows
9,000m
Gross	6,000m
3,000m

	0m
	Q1	Q2	Q3	Q4
	FY20	FY20	FY20	FY20

Financial year 2020

TRANSACT GROSS FLOWS

	1,800m
(£)	1,500m
1,200m
flows
900m
Gross	600m
300m

	0m
	Q1	Q2	Q3	Q4
	FY20	FY20	FY20	FY20

Financial year 2020

MARKET NET FLOWS

	8,000m
(£)	7,000m
6,000m
5,000m
flows
4,000m
3,000m
Net
2,000m
	1,000m
	0m
	Q1	Q2	Q3	Q4
	FY20	FY20	FY20	FY20

Financial year 2020

TRANSACT NET FLOWS

	1,200m
(£)	900m

Net flows	600m
300m
	0m
	Q1	Q2	Q3	Q4
	FY20	FY20	FY20	FY20

Financial year 2020

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 23

STRATEGIC REPORT continued

Our market share among retail advised platforms was 10% of gross inflows and 15% of net inflows.

Another positive indicator was the ratio of client asset transfers onto the platform versus off the platform. For the financial year, this was 5.1:1 in our favour. Defined contribution pension transfers onto the platform made up almost 75% of our pension transfers in financial year 2020.

Award-winning service

Our performance is attributable to the power of the overall offering including the consistently superior levels of service we achieve, and this has resulted in Transact retaining the top spot in annual independent research studies, Investment Trends and CoreData, for the eleventh year running (2010-2020 inclusive),

as well as consistently performing strongly in quarterly and annual Platforum surveys.

TRANSACT ADVISER RATINGS

	Category:	Category:	Category:
	Large Platforms	Large Platforms	Large Platforms
	(> £12bn FUD)	(> £10bn FUD)	(> £10bn FUD)

2020	1st	1st	1st

2019	1st	1st	1st

2018	1st	1st	1st

2017	1st	1st	1st

2016	1st	1st	1st

2015	1st	1st	1st

A core element of our proposition is the ownership of our software. We regularly deploy releases of new software (eleven in financial year 2020), which contain enhancements to existing code, as well as new functionality which benefits our clients and their advisers.

24 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Adviser and client numbers

The number of advisers using our platform increased by 6% over the financial year to 6,205. The rate of growth is steady, year on year, and represents

a sustainable level of change that enables us to help advisers efficiently "onboard" their clients.

Our adviser Net Promoter Score increased marginally to 61%, and remained the highest score for an advised platform.

ADVISER NUMBERS

Adviser numbers

7,000	6,205

6,000

5,000

4,000

3,000

2,000

FY11

FY12

FY13

FY14

FY15

FY16

FY17

FY18

FY19

FY20

Financial year (end)

Client numbers have also grown solidly, increasing by 7% during the year to 192,000.

In our own client satisfaction survey, in which over 2,000 clients participated, 90% of respondents rated Transact's quality of service as either "very good", or "good", and 80% of respondents stated they were "very likely" or "likely" to recommend Transact to friends, family or colleagues.

CLIENT NUMBERS

Client numbers

200k	192k

170k

140k

110k

80k

50k

FY11

FY12

FY13

FY14

FY15

FY16

FY17

FY18

FY19

FY20

Financial year (end)

Jonathan Gunby

Executive Director

16 December 2020

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 25

STRATEGIC REPORT continued

FINANCIAL REVIEW

A robust set of results

The FTSE All Share Index was buoyant at the end of our first quarter, in part due to the decisive UK election result in December 2019. It peaked in mid-January, at 4,258 points, before crashing 36% by late March, as the COVID-19 pandemic took hold, many countries went into lockdown and the economic impact was priced into the markets. Recovery from the March low point was erratic, but FUD ended the year 9% up, aided by solid net flows. This has resulted in increased revenue and increased profits.

FUD increased to £41.09 billion (2019: £37.80 billion) with gross inflows of £5.75 billion (2019: £5.70 billion). Outflows decreased slightly to £2.16 billion (2019: £2.20 billion) resulting in increased net inflows of

£3.59 billion (2019: £3.50 billion).

Income continued to grow.

We generated revenue of £107.3 million (2019: £99.2 million) up 8%, leading to an 11% increase in operating profit attributable to shareholders of £55.3 million (2019: £49.6 million).

This performance was achieved through continuing focus on doing what we do well, and continuing to make it better and more efficient for the future. We continued to develop the delivery of our high quality service by investing in our people and our proprietary technology. These developments allowed us to benefit from ongoing process efficiencies which are reflected in our increased operating margin.

26 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

FUD, inflows and outflows

For the financial year ended	2020	2019
30 September	£m	£m
Opening FUD	37,799	33,113
Inflows	5,750	5,700
Outflows	(2,160)	(2,203)
Net flows	3,590	3,497
Market movements	(224)	1,197
Other movements1	(72)	(8)
Closing FUD	41,093	37,799

1Other movements includes dividends, interest, fees and tax charges and rebates.

Financial year 2020 saw extreme levels of market volatility. Despite this, the level of client inflows onto Transact marginally improved when compared with FY19. Outflow rates for the year, as a percentage of opening FUD, fell slightly from FY19, resulting in strong net flows which were up 3% year on year. FUD ended the year at £41.09 billion, up £3.29 billion from 2019, an increase of 9%.

Financial performance

Financial year 2020 was another year of robust financial performance.

By continuing to generate positive net inflows, through our ability to attract new inflows and retain business already on the platform, we increased FUD. This drove revenue growth and, when coupled with careful management of our expense base, resulted in increased profits.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 27

STRATEGIC REPORT continued

Income

For the financial year ended	2020	2019
30 September	£m	£m
Revenue	107.3	99.2
Cost of sales	(0.8)	(0.8)
Gross profit	106.5	98.4
Operating expenses	(51.2)	(48.8)
Operating profit attributable to
shareholder returns	55.3	49.6
Net interest income	0.0	0.3

Profit before tax attributable to
shareholder returns	55.3	49.9
Change in investment contract liabilities	82.9	(554.8)
Fee and commission expenses	(137.6)	(125.6)
Investment returns	54.7	680.4
Net policyholder income attributable to
policyholder returns	(3.1)	7.1
Policyholder tax	3.1	(7.0)
Tax on ordinary activities	(9.8)	(8.9)
Profit after tax	45.5	41.1

Total gross profit in the financial year to 30 September 2020 increased by £8.1 million, or 8%, to £106.5 million from £98.4 million. This increase was achieved after reductions in the annual commission income charge and the threshold at which we rebate buy commission, and reflects the increases in the value of FUD, number of clients and number of tax wrappers held on the platform.

Profit after tax for financial year 2019 has been restated to £41.1 million, an increase from £40.1 million,

and an adjustment to 2019 opening retained earnings has been made of £5.4 million.

The restatement of profit after tax across prior years is due to the identification of an error in the calculation of the policyholder tax provision (over) in the subsidiary, IntegraLife UK Limited (ILUK), which is one of the elements of the Group's insurance and life assurance segment. The error was due to

corporate expenses being deducted in the policyholder tax calculation resulting in an overprovision of tax reserves due back to policyholders. As a result, there has been a release of the policyholder tax provision to the retained earnings as at 1 October 2018 and to the statement of profit or loss and other comprehensive income in 2019.

In addition to the restatement explained above, certain comparatives have been reclassified due to an error in presentation in prior years. This has the effect of reflecting items of income, expenses, gains and losses relating to the Group's insurance and life assurance segment on a gross basis, rather than on a net basis.

In addition, cash held by the Group's insurance and life assurance segment for the benefit of policyholders has been separately disclosed in cash and cash equivalents.

These changes have no effect on net assets or overall profit.

28 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Components of revenue


For the financial year ended	2020	2019
30 September		£m	£m
Annual commission income	94.5	86.7
Wrapper fee income	9.7	9.0
Other income	3.1	3.5
Total fee income	107.3	99.2

Our revenue comprises three elements and two of these elements, annual commission income (an annual, tiered fee on FUD) and wrapper fee income (quarterly wrapper fees for each of the tax wrapper types clients hold) constitute our recurring revenue. The third element is other income and includes buy commission charged on asset purchases.

Annual commission income increased by £7.8 million, or 9%, to £94.5 million (2019: £86.7 million). This growth was achieved through growth in average FUD of 12%, despite volatile market conditions affecting asset values throughout the year.

IHP FEE INCOME

Wrapper administration fee income increased by £0.7 million, or 8%, to £9.7 million (2019: £9.0 million). This reflects the net increase in the number of open tax wrappers on the platform.

Recurring revenue streams constituted 97% (2019: 97%) of total fee income.

Other income, mainly buy commission and dealing charges, reduced by 11%, £0.4 million, to £3.1 million (2019: £3.5 million). The primary reason for this fall was the reduction in the buy commission rebate threshold, this was introduced to make our charging structure more competitive. The required portfolio value for clients to receive the rebate was reduced from £0.5 million to £0.4 million, with effect from March 2020.

	110m
	105m			£3.1m
(£)	100m		£3.5m	£9.7m
95m

90m		£9.0m
income	£3.9m

85m	£8.1m
80m
		£94.5m
Fee
75m
	£86.7m
	70m	£79.2m
	65m
	60m	FY18	FY19	FY20

Financial year (end)

	Annual Commission		Wrapper Fee		Buy & Dealing

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 29

STRATEGIC REPORT continued

Operating expenses
Total operating expenses increased by
£2.4 million, or 5%, to £51.3 million
(2019: £48.8 million). The increase
was mainly due to an increase in
regulatory fees, professional fees and
staff costs.
Operating expenses

For the financial year ended	2020	2019
30 September	£m	£m
Staff costs	36.9	36.3
Occupancy	2.0	3.6
Regulatory and professional fees	7.0	5.5
Other income - tax relief due to
shareholders	(1.1)	(1.0)
Other costs	3.8	3.7
Total expenses	48.6	48.1
Depreciation and amortisation	2.6	0.7
Total operating expenses	51.2	48.8

Staff costs

Staff costs increased by

£0.6 million, or 2%, to £36.9 million (2019: £36.3 million).

Average staff numbers decreased from 509 to 492, a drop of 3%. The reduction was the result of natural attrition and efficiency gains delivered through platform development. The small rise in staff costs in the period was attributable to the net effects of general inflationary increases.

Staff share scheme costs, both the Share Incentive Plan (SIP) for all staff and the Performance Share Plan (PSP) for management, did not increase materially.

We operate a defined contribution pension scheme for our staff.

The company-paid contribution was increased to 9% of annual salary in FY19, it was not further increased in FY20.

Occupancy

Occupancy costs decreased by

£1.6 million due to the implementation of the new lease accounting standard, IFRS 16, which came into effect

on 1 October 2019.

IFRS 16 brings leases on-balance sheet and, in our case, applies to the IHP Group property leases for offices in London, the Isle of Man and Australia.

The accounting standard replaces rent expense with straight line depreciation on a right of use asset and notional interest expense on a corresponding lease liability.

30 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Regulatory and professional fees

Regulatory and professional fees increased by £1.5 million, or 27%, to £7.0 million. The most significant increase was in FSCS levies, which increased by £0.9 million, or 82%, year on year. There was a smaller increase in professional fees of £0.6 million, attributable to ad hoc project work performed throughout the year.

Other income - tax relief due to shareholders

This relates to the release of tax provisions due back to policyholders. Details of the 2019 restatement can be seen on page 28.

Depreciation and amortisation

Depreciation and amortisation charges increased by £1.9 million and £1.6 million of this was attributable to the depreciation arising on the right of use asset on the balance sheet, required by IFRS 16.

An element of the remaining £300k increase in depreciation was due to the purchase of new equipment required to enable staff to work from home, but the majority was due to a full year of deprecation on equipment bought in the latter half of financial year 2019.

Total capitalised expenditure for the financial year was £0.9 million compared with £1.3 million in the prior year.

Net income attributable to policyholder returns, and policyholder tax

Net income attributable to policyholder returns decreased by £10.1 million, from income of

£8.1 million in FY19 to an expense of £2.0 million in FY20. Policyholder tax decreased by £10.0 million, from a tax charge of £7.0 million in FY19 to a tax credit of £3.1 million in FY20. Both of these reductions were due to a decrease in the gains on investments held for the benefit of policyholders, as a result of the downturn in financial markets during FY20.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 31

STRATEGIC REPORT continued

IHP - PROFIT BEFORE TAX

	£55m
	£50m
tax
before	£45m		£55.3m

Profit	£2.6m	£49.9m


	£40m
	£40.9m
	£35m
	FY18	FY19	FY20

Financial year (end)

Operating Profit		IPO Adjustment

Profit before tax attributable to shareholder returns

In the financial year to 30 September 2020 our operating margin increased to 52%.

After including interest income on corporate cash, the interest expense arising from the implementation of IFRS 16, and returns on corporate gilt holdings, profit before tax in the financial year to 30 September 2020 was £55.3 million, an increase of 11% on the prior year.

Tax

The Group has operations in three tax jurisdictions, being UK, Australia and Isle of Man, meaning profits are subject to tax at three different rates. However, the vast majority of the Group's income, 95%, is earned in the UK.

Tax on ordinary activities described below solely comprises the Group's 'shareholder corporation tax', which is distinguished from the 'policyholder tax' that the Group collects and remits to HMRC in respect of ILUK, which is taxed under the "I minus E" tax regime.

Tax for the year increased by

£0.8 million, or 9%, to £9.8 million (2019: £9.0 million) due to increased profits. Our effective rate of tax over the period remained stable at 18%.

Our tax strategy can be found at:

www.integrafin.co.uk/ legal-and-regulatory-information/

32 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Earnings per share


	2020	2019
		£m	(restated)
			£m
Operating profit attributable to	55.3	49.6
shareholder returns
Net interest income	0.0	0.3
Profit before tax attributable to	55.3	49.9
shareholder returns
Net policyholder income attributable to	(3.1)	7.1

policyholder returns
Policyholder tax	3.1	(7.0)
Tax on ordinary activities	(9.8)	(8.9)
Profit after tax for the period	45.5	41.1

Number of shares in issue		331.3m	331.3m
Earnings per share - basic and diluted		13.7p	12.4p

Earnings per share increased to

13.7 pence, an increase of 10% on prior year.

The 2019 EPS has been restated in line with the restatement of profit after tax noted on page 28.

IHP - EARNINGS PER SHARE

	14.0
	12.0
(pence)	10.0
8.0		13.7p
6.0	12.4p

EPS
9.9p
4.0
	2.0
	0.0
	FY18	FY19	FY20

Financial year (end)

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 33

STRATEGIC REPORT continued

Consolidated statement of financial position

In the consolidated statement of financial position, the material items that merit comment include the following:

Intangible assets (note 13)

The Group's intangible asset as at

30 September 2020 of £13.0 million (2019: £13.0 million) comprises goodwill arising from the purchase of Integrated Application Development Pty Ltd (IAD) in July 2016. Goodwill is tested for impairment each financial year.

Right of use asset and corresponding lease liability (notes 15 and 26)

On 1 October 2019, the Group recognised a right of use asset and a lease liability on adoption of IFRS 16. The right of use asset has been depreciated through the year and ends the year at £4.0 million. The lease liability has also reduced from the net effect of rent payments under the terms of the respective lease agreements and interest charges, and ends the year at £6.1 million.

Deferred acquisition costs and deferred income liability (notes 17 and 27)

Deferred acquisition costs and deferred income liability arise in our life insurance subsidiaries, IntegraLife UK Limited (ILUK) and IntegraLife International Ltd (ILInt). They are driven by the level of adviser fees payable by clients from new insurance wrappers opened in each year.

These two line items are required to be shown under IFRS, however, the timing and magnitude of movement in the items always nets off exactly, resulting in zero net effect in each of the companies and in the consolidated statements of financial position.

Both items increased by £3.1 million to £53.5 million over the financial year.

Investments and cash held for the benefit of policyholders and liabilities for linked investment contracts (notes 19, 20 and 21)

ILUK and ILInt write only unit-linked insurance policies. They match the assets and liabilities of their linked policies such that, in their own individual statements of financial position, these items always net off exactly. These line items are required to be shown under IFRS in the consolidated statement of profit or loss, the consolidated statement of financial position and the consolidated statement of cash flows, but have zero net effect.

Investments and cash held for the benefit of policyholders have increased to £16.73 billion (2019: £15.45 billion) and £1.38 billion (2019: £1.21 billion) respectively. Liabilities for linked investment contracts increased to £18.11 billion (2019: £16.66 billion). This reflects the increase in the value of FUD held in life insurance wrappers.

Deferred tax liabilities (note 28)

Deferred tax liabilities decreased by £4.2 million to £9.0 million (2019: £13.2 million). This decrease was primarily due to market movements in the assets held in the ILUK's onshore bond tax wrappers during the year. Sufficient cash is held by ILUK to meet this liability.

Provisions (note 30)

Provisions have increased in financial year 2020 by £6.9 million. This is largely due to tax charges deducted from clients not becoming payable to HMRC due to the downturn in the financial markets. If no tax liability arises in the future then these charges will be refunded to policyholders.

34 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Cash and cash equivalents (note 21)

Shareholder cash increased from £132.3 million at 30 September 2019 to £154.1 million at 30 September 2020. The increase of 16% reflects the cash-generative nature of the business and the strength of the liquidity within the Group.

Liquidity and capital management

At 30 September 2020 the Group held cash and cash equivalents of £154.1 million (2019: £132.3 million). Cash generated through trading also covered dividend payments totaling £26.2 million. This comprised £17.2 million second interim dividend in respect of the financial year 2019, paid in January 2020 and £8.9 million first interim dividend in respect of the first half of financial year 2020 (2019: £8.6 million), paid in June 2020.

To enable the Group to offer a wide range of tax wrappers there are three regulated entities within the Group; a UK investment firm, a UK life insurance company and an Isle of Man life insurance company. Each regulated entity maintains capital well above the minimum level of regulatory capital required, ensuring sufficient capital remains available to fund ongoing trading and future growth. Cash and investments in short-dated gilts are held to cover regulatory capital requirements and tax liabilities.

The regulatory capital requirements and resources in ILUK and ILInt are calculated by reference to economic capital-based regimes, and therefore do not directly equate to IFAL's expense-based regulatory capital requirements. These bases are determined by the appropriate regulations that apply for each of the companies.

Regulatory Capital
For the financial	Regulatory	Regulatory
year ended	Capital	Capital	Regulatory
30 September 2020	requirements	resources	Cover
	£m	£m	%
IFAL	24.0	34.1	141.8
ILUK	170.4	239.3	140.4
ILInt	18.5	33.4	180.7

All of the company's regulated subsidiaries continue to hold regulatory capital resources in excess of their regulatory capital requirements. We will maintain sufficient regulatory capital and an appropriate level of working capital. We will use retained capital to further invest in the delivery of our service to clients, pay dividends to shareholders and provide fair rewards to staff.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 35

STRATEGIC REPORT continued

		Capital
		For the financial year ended

		30 September 2020	£m
		Total equity	140.9
		Loans and receivables, intangible assets and property,
		plant and equipment	(22.0)
		Available capital pre dividend	118.9
		Interim dividend declared	(18.6)
		Available capital post dividend	100.3
		Additional risk appetite capital	(63.5)

		Surplus	36.9

Additional risk appetite capital is capital the IHP Board considers to be appropriate for it to hold to ensure the smooth operation of the business such that it is able to meet future risks to the business plan and future changes to regulatory capital requirements without recourse to additional capital - see the Going Concern and Viability Statement on page 48.

The board considers the impact of regulatory capital requirements and risk appetite levels on prospective dividends from all of its regulated subsidiaries. Our Group's Pillar 3 document contains further details and can be found on our website at: www.integrafin.co.uk/ legal-and-regulatory-information/ Pillar 3 Disclosures.

36 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

As stated in the Chair's report,

the board has declared a second interim dividend for the year of 5.6 pence per ordinary share, taking the total dividend for the year to 8.3 pence per share (2019: 7.8 pence).

Given the net cash, liquidity and capital coverage positions as set out above, the Group is well positioned to fund the £18.6 million dividend.


		2020	2019
Dividend Type	Share Class	£m	£m

Ordinary	All	27.5	25.8
Per share
Ordinary -	All	2.7 pence	2.6 pence
first interim
Ordinary -	All	5.6 pence	5.2 pence
second interim
16 December 2020

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 37

STRATEGIC REPORT continued

RISK AND RISK

MANAGEMENT

"The process which aims to help us understand, assess, assign ownership, manage and take action on all our risks. This allows us to perform risk monitoring and reporting, with a view to increasing the probability of success and reducing the likelihood of failure of the Group or its regulated subsidiaries."

Overview

The risk management framework defines the risk principles of the Group and is designed to support the delivery of the Group's strategic objectives. It assists the board in understanding its current and future risks and provides appropriate information that is incorporated into our strategic decision making and business planning processes.

It encompasses all financial, strategic and operational risks that may prevent us from fulfilling our business objectives. In this context, the key risks facing the business given the nature of the activities we undertake, are non-financial risks (comprising operational risk, competitor risk, regulatory risk, reputational risk, and geopolitical risk) and financial risks (comprising market risk, liquidity risk, outflow risk, expense risk and credit risk).

How risks are managed

The risk management framework is developed, managed and embedded throughout the Group in a consistent manner, promoting a culture of risk awareness and risk ownership.

It comprises our systems of governance, risk appetite and risk management processes.

Governance

The board is responsible for establishing the risk strategy and approving the risk appetite.

The board has established a non-executive committee, the Audit and Risk Committee, to provide guidance and oversight on risk matters. This committee of the company is responsible for reviewing the manner in which the Group implements and monitors the adequacy of the Risk Management Framework. For risk oversight of the regulated subsidiaries it is supported by the IFAL Group Risk Committee, itself made up of independent non-executive directors of IFAL. Together they assist the board and senior management in fostering a culture that encourages good stewardship of risk and emphasizes and demonstrates the benefits of a risk-based approach to management of the Group.

The framework is supported by the Risk Management Policy which provides general guidelines for the design and implementation of risk, with the senior management responsible for its implementation. The Risk Management Policy is overseen by the IHP Chief Executive Officer (CEO) and is reviewed at least on an annual basis. Any material changes are approved by the board following guidance from the Audit and Risk Committee and approval by the boards of the regulated subsidiaries, which receive guidance from the IFAL Group Risk Committee.

38 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Risk appetite

Our risk appetite is the degree of risk that we are prepared to accept in pursuit of our strategic and operational objectives. Our Risk Management Policy and Framework provides the mechanism to define our risk appetite. From this, each of our operating companies sets its own appetite within this framework to meet the common aims of the Group. We have generally adopted an overall conservative approach which is reflected in our risk appetite values and preferences and in the overall approach to risk management. Our risk preferences can be articulated as follows:

we ensure risks that are taken are aligned with our strategic aims and provide an acceptable level of return;
we accept certain risks and ensure that these are appropriately managed, mitigated and monitored;
we have a prudent capital management approach and we currently invest shareholder assets in high quality, highly liquid, short-dated investments;
we have a preference for products with low capital requirements and without financial guarantees.
Additionally, we have a preference for secondary market risk through charges determined based on clients' portfolio values. This is central to our proposition and we accept the potential impact on financial performance;

we do not actively seek to take operational risk to generate returns. We accept a level of operational risk that means the controls in place should prevent material losses, but should not excessively restrict business activities;
we aim to have a zero risk appetite for unfair client outcomes arising from systematic failures in our cultural outlook or in any element of the client life cycle; and
we have a risk appetite for zero material regulatory breaches.

Actual risk exposures are regularly assessed by the Group's risk management function against risk appetite using a comprehensive set of key risk indicators which are reported to the Audit and Risk Committee, the IFAL Group Risk Committee and senior management.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 39

STRATEGIC REPORT continued

The risk management process

The CEO, with support from the senior management team, is accountable to the board and the Group's regulators for the effective management of risk across the business. We have established our Risk Management Framework with consideration of the Committee of Sponsoring Organisation of the Treadway Commission (COSO) Integrated Framework Principles, providing a consistent, proactive approach to identification, assessment, mitigation and reporting of risks throughout the Group.

The CEO is responsible for ensuring an embedded and consistent approach is adopted for the overall management of risk controls, including the monitoring of risk exposures, reporting in relation to risk management arrangements and for assessing the adequacy and effectiveness of policies and procedures designed to detect any risk of failure to comply with regulatory obligations. In this regard, we have implemented a comprehensive "top down" and "bottom up" approach to managing risks through regular assessments, monitoring (including horizon scanning) and reporting in conjunction with senior management and risk owners.

For risk management to be effective, it is important that the roles and responsibilities of all those involved are clearly defined. Accordingly, the Group's Risk Management Framework is designed along the "three lines of defence" model which provides at least three stages of oversight to ensure that all companies operate within their risk appetites.

40 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Our Risk Management Framework is shown below:

OVERSIGHT

Line of Defence	- 2nd Line of Defence
audit - 3rd	Compliance
Internal	management and
	Risk

ENTERPRISE RISK MANAGEMENT

Risk and governance framework

Model		Risk
governance and		management
data quality		policies

Systems and controls policies

(Group policy, process and procedures principles and guidance documents)

Procedures, manuals,

operational limits, methodology, specifications, control activities, training, reporting

1st Line of Defence

OWNERSHIP	RISKS

Board	Strategy/Business
		Market

		Credit
Board with	Operational
Risk Committee	Insurance
guidance
		Liquidity

		Concentration
	Group
Actuarial, Business
Intelligence, Client Operations,
Corporate and Client
Accounting, Facilities, Human
Resources, Information
Technology, Legal Management,
Marketing, Operational
Resilence, Sales, System
and Service Development,
Technical, Trading Operations,
Training, Transact Support,
Quality Control

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 41

STRATEGIC REPORT continued

The "three lines of defence" risk governance model

First line of defence

Our first line of defence is the business departments which have responsibility for managing and controlling their risks, in accordance with agreed risk appetites through the implementation of a sound set of processes and controls.

Responsibility for risk management resides at all levels within our business, from the senior management team to departmental and team managers. All staff members are accountable for managing risks within the business areas for which they are responsible, ensuring compliance with prescribed company plans, policies and prevailing regulatory and legislative requirements.

The business lines are also responsible for complying with the policies and standards which comprise the Group's Risk Management Framework. Current key risks and issues facing us are considered by the business, recorded into the Group risk register with each key risk owned by the member of the management team responsible for the strategic management of that risk across

the Group.

The directors consider the totality of the risk register and carry out a robust assessment of the emerging and principal risks facing the Group, including those that would threaten its business model, future performance, solvency and liquidity.

Second line of defence

Our second line of defence comprises two functions: the risk management function and the compliance function.

The risk management function is responsible for coordinating all the risk management activities within the business. This includes the development, maintenance and enhancement

of the Risk Management Policy and Framework. Additional risk responsibilities include ensuring that the business risk owners maintain up to date and accurate risk and control data within the Group risk register. The output from the risk register forms part of the risk management reporting process to the Audit and Risk Committee and IFAL Group Risk Committee.

The compliance function is primarily responsible for supporting the Group to ensure that its activities are conducted in accordance with all applicable regulatory requirements.

The Risk Management and Compliance functions provide reports to the Audit and Risk Committee and the IFAL Group Risk Committee, on at least a quarterly basis, with information and analysis on the key risks the Group faces (including forward-looking risks), capital requirements and comparison against risk appetite. The chairs of the Committees then provide a summary to the members of the boards.

42 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Third line of defence

Our third line of defence is internal audit, which provides independent assurance on the adequacy and effectiveness of the Group's risk management and major business process control arrangements.

It performs regular audits across the business, reporting to the Audit Committees on the implementation and effectiveness of the Risk Management Policy, framework and internal controls. The Head of Internal Audit reports directly to the Audit Committee chairs.

The board is satisfied that internal audit provides sufficient assurance on the Risk Management Policy and Framework and internal controls.

Emerging risk focus

Our stakeholders expect us to be resilient in our operations. We actively manage our risk exposure against appetite across our defined principal risk categories. These are overseen by management and governance committees to ensure exposures are adequately identified and acted upon in a timely manner. In this regard we ensure through our Risk Capital frameworks that our regulated entities hold adequate capital to meet obligations.

The management approach to risk ensures that we identify and monitor a series of emerging risks. These have a degree of uncertainty around the likelihood and impact on the business. The more significant emerging risks in the near, medium and longer term are set out below and are regularly reported and assessed through the governance committees.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 43

STRATEGIC REPORT continued

Near-term	Cyber-attack	The threat of malicious external 3rd party attacks on our systems, leading
risks		to ransom threats, denial of service or loss of client data and information.

	Financial Crime	The emergence of more sophisticated instances of financial crime impacting
	Fraud	our security and reputation across the client base.

Medium-term	Prolonged	Severe and prolonged worldwide economic downturn resulting in volatile
risks	economic	equity markets. Investors losing confidence in equity markets and seeking
	downturn	alternative investment assets impacting our FUD.

	Regulatory	Changing expectations of the UK and Isle of Man regulators especially
	changes and	in the light of the impending departure from the EU. Increasing regulatory
	a shifting focus	scrutiny or focus impacting our business model.

Longer-term	Disruptive	The independent adviser model is dramatically impacted as a result of
risks	market	prolonged economic factors, new technological entrants and a more
	influences	aggressive acquisition by vertically integrated firms reducing our adviser/
		client base.

	Environmental,	Increasing government and stakeholder focus on requirements for ESG
	Social and	metrics. The emerging uncertainty and complexity of the data requirements
	Governance	and disclosure obligations of environmental factors, such as climate
	(ESG)	change, are likely to require additional significant investment of effort
	requirements	across our business.

We use the emerging risk insight from management and other reliable external sources, to undertake stress and scenario testing. These are used to identify additional impacts on the ability of the Group and its regulated subsidiaries to meet capital and liquidity needs as a result of changes in the external environment that are over and above the amount of capital held. More details of these are set out in our viability statement.

44 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Risk Capital Frameworks

The company's regulated subsidiaries fall under various risk capital regimes. All of the regimes are guided by similar underlying risk principles, albeit the results and reporting requirements are regime specific.

The company's regulated subsidiaries maintain a sound and appropriate system of capital management in order to meet their strategic capital objectives. They have a preference for a simple system of capital management which reflects the nature of their businesses. At a legal entity level, the regulated subsidiaries are capitalised at the required regulatory minimum plus an adequate buffer defined as part of their capital management, risk appetite and dividend policies.

Common Reporting Framework

Under the Financial Conduct Authority's (FCA) Prudential sourcebook for Investment Firms (IFPRU), IFAL is an IFPRU 125K limited licence firm. IFPRU requires that such firms as IFAL comply with the European Union's (EU) rules, except where the FCA has expanded on the underlying rules or specifically exempted IFPRU firms from compliance. This means that IFAL manages its capital and risk requirements using the Basel III framework of the Basel Committee on Banking Supervision ("Basel Committee") as applied by the EU to investment firms in amendments to the Capital Requirements Directive (CRD), and the Capital Requirements Regulation (CRR).

As at 30 September 2020, IFAL has regulatory capital resources of £34.1 million (2019: £30.9 million) and a regulatory capital requirement of £24.0 million (2019: £23.5 million) which gives a capital requirement coverage ratio of 142% (2019: 131%).

During the reporting period, IFAL was fully compliant with its regulatory capital requirement. Additionally, regulatory capital resources and capital requirements were regularly monitored and in line with standard regulatory requirements reported to the FCA on an annual basis.

Solvency II

ILUK, a UK based life company in the Group, has adopted the standard formula approach in calculating the Solvency Capital Requirement (SCR), and has not adopted any of the transitional measures in the calculation of the Solvency II balance sheet.

As at 30 September 2020, ILUK has own funds of £239 million (2019: £227 million) and an SCR of £170 million (2019: £173 million) which gives a solvency coverage ratio of 140% (2019: 131%).

During the reporting period, ILUK was fully compliant with the SCR. Additionally, the Solvency II balance sheet and SCR were regularly monitored and in line with standard regulatory requirements reported to the Prudential Regulation Authority (PRA) on a quarterly basis.

Isle of Man Risk Based Capital regime

As at 30 September 2020, ILInt, an Isle of Man based life company in the Group, has Own Funds of £33.4 million (2019: £33.1 million) and SCR of £18.5 million (2019: £19.4 million) which gives a SCR coverage ratio of 181% (2019: 171%).

During the reporting period, ILInt was fully compliant with the SCR. Additionally, the Risk Based Capital balance sheet and SCR are regularly monitored and in line with standard regulatory requirements reported to the Isle of Man Financial Services Authority (IoM FSA) on a quarterly basis.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 45

STRATEGIC REPORT continued

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties to which the Company is exposed relate to the upstream of capital, predominantly from its regulated subsidiary, IFAL, in order to support its dividend-paying capacity to its shareholders. The key drivers of this upstream of capital are the underlying financial performance and solvency

FINANCIAL RISKS

position of IFAL and its regulated subsidiaries. In summary, due to the nature of the business written by IFAL and the other regulated subsidiaries, profitability arises primarily from charges on the assets held in the portfolios less the expenses of administering those portfolios. As a consequence, the predominant risks to which the Company is exposed are market risk, liquidity risk, outflow risk, expense

risk and operational risk. The Company seeks to limit its exposure to these and any other applicable financial and non-financial risks.

The following tables (split between financial and non-financial risks) describe the key risks of the Company with a summary description of how we manage and mitigate the risks and an assessment of the change over the year:

KEY RISK DESCRIPTION	MANAGEMENT AND CONTROLS	CHANGE OVER
		THE YEAR

Market risk - the impact changes in equity and property market values, currency exchange rates, credit spreads, interest rates and inflation, may have on the value of clients' portfolios, resulting in a reduction in future charges or an increase in future expenses.

The upstream of capital to the Company is exposed to	Increased as stock
second order impacts from market movements as future	market volatility
charges are predominantly determined based on clients'	and uncertainty
portfolio values. The Regulated Subsidiaries of the Group	has impacted FUD.
do not offer any guarantees on portfolio values and
currently invest their shareholder assets in high quality,
highly liquid, short-dated investments.
Expense inflation risk is mitigated through regular stress
testing, monitoring of expenditure and closely managing
expenses in line with the business plan.

Liquidity risk - this is the risk of the Company not having available sufficient financial resources to enable it to meet its obligations as they fall due, or can secure such resources only at excessive cost.

Outflow risk - loss of future profits due to more clients than expected terminating policies or more outflows (e.g. withdrawals or transfers) than expected.

The Company's principal liquidity risk is limited to paying	No change.
out dividends and operating expenses as they occur.
There are robust controls in place to mitigate liquidity
risk, for example, holding corporate cash across a range
of banks, in order to mitigate the risk of a single point of
counterparty default failure.
The Group seeks to mitigate outflow risk by focusing on	Increased due to
providing the highest level of service that it can. Outflow	the growth of
rates are closely monitored and unexpected experience	funds under
is investigated.	direction.
Despite the current challenging and uncertain economic
and geopolitical environment, net inflows remained
positive.

Expense risk - administration costs exceed expense allowance, which can occur due to costs increasing faster than expected or from one-off expense "shocks".

Credit risk - loss due to defaults from holdings of cash and cash equivalents, deposits, formal loans and reinsurance treaties with banks and financial institutions.

As a significant percentage of the Group's expenses are	Marginal increase
staff-related, the key inflationary risk arises from salary	due to the one off
inflation. Expense risk is mitigated through regular	nature of
stress testing, monitoring of expenditure and closely	managing
managing expenses in line with the business plan which	operations under
is set and approved by the board on an annual basis.	the COVID-19
	pandemic.
The Group seeks to invest its shareholder assets in high	No change.
quality, highly liquid, short-dated investments. Maximum
counterparty limits are set for banks and minimum
credit quality steps are also set.

46 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

NON - FINANCIAL RISKS
KEY RISK DESCRIPTION	MANAGEMENT AND CONTROLS	CHANGE OVER
		THE YEAR

Regulatory risk - the risk of new regulatory requirements having adverse impacts on the Group's business model, or the Group failing to comply with existing or new regulations resulting in a fine or regulatory censure.

Operational risk - the risk of loss arising from inadequate or failed internal processes, people and systems, or from external events.

Competition risk - the risk of competitor activity resulting in loss of new business, increased outflows of business or pressure on profit margins.

Geopolitical risk - the risk of changes in the political landscape disrupting the operations of the business or resulting in significant development costs.

Regulatory risk is mitigated through regular monitoring of regulatory developments and maintaining open and transparent dialogue with the regulators to which the different regulated subsidiaries are subject.

Ongoing compliance with existing rules is monitored by the Compliance function with additional assurance provided by the Internal Audit function for the key regulatory risks on a regular basis.

The key operational risks are information security, IT infrastructure and business continuity related, all of which include exposures to cyber risks.

The Group aims to minimise its operational risks at all times through a strong and well-resourced control and operational structure. In particular, the Group has in place a dedicated financial crime team and an ongoing fraud and cyber risk awareness programme. Additionally, the Group carries out regular IT system maintenance, and system vulnerability testing.

The Crisis Management Team (CMT) effectively invoked the Group's business continuity plans during the course of the year.

Robust process documentation and an effective risk and control framework, has supported the Group during the difficult second half year operating period allowing management to make effective and informed risk based operational decisions.

Competitor risk is mitigated by focusing on providing exceptionally high levels of service and being responsive to client and financial adviser demands through an efficient expense base.

Geopolitical risk cannot be directly mitigated by the Group. However, through close monitoring of developments through its risk horizon scanning process, potential impacts are taken into consideration as part of the business planning process.

Regulatory scrutiny, as a result of COVID-19 has increased. This is expected to continue in the near term.

Increasing risk associated with the ongoing operating approach of working remotely.

No change.

Unchanged, there remains near term uncertainty from the geopolitical environment, e.g. the end of the transitional period with the EU at the end of this year.

Reputational risk - the risk that current and potential clients' desire to do business with the Group reduces due to perception of the Transact service in the market place.

The Risk Management Framework provides the	Unchanged for the
monitoring mechanisms to ensure that reputational	year.
damage controls operate effectively and reputational
risk is mitigated, to some extent, by internal
operational risk controls, error management and
complaints handling processes as well as root cause
analysis investigations.

The directors have carried out a robust assessment of the principal and emerging risks facing the Group, including those that would threaten its business model, future performance, solvency or liquidity.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 47

STRATEGIC REPORT continued

GOING CONCERN AND VIABILITY STATEMENT

In accordance with the Code, the directors have assessed whether the Group is considered a going concern over the following twelve month period, as well as the prospects and viability of the Group over a period of three years.

Going concern

The Strategic Report sets out the Group's business model, its strategic objectives and the associated risks, and the annual financial review on pages 26 to 37.

Going concern is assessed over the 12-month period from when the Annual Report is approved, and the board has concluded that the Group has adequate resources to continue in operational existence for the next 12 months. As detailed in the going concern disclosure in the financial statements, on page 122, this is supported by:

The current financial position of the Group;
Detailed cash flow and working capital projections; and
Stress-testingof liquidity, profitability and regulatory capital, taking account of possible adverse changes in trading performance, including the impact of COVID-19.

When making this assessment, the board has taken into consideration both the Group's current performance and the future outlook, including the impact of the COVID-19 pandemic. Market volatility and uncertainty is expected to continue for some time, due to the pandemic and the effect of measures taken to combat it, but the Group's fundamentals remain strong.

Having conducted detailed cash flow and working capital projections, and appropriate stress-testing on

liquidity, profitability and regulatory capital, taking account of the COVID-19 pandemic and further possible adverse changes in trading performance, the board is satisfied that the Group is well placed to manage its business risks. The board is also satisfied that it will be able to operate within the regulatory capital limits imposed by regulators, being the FCA, PRA, and IoM FSA.

The board has concluded that the Group has adequate resources and there are no material uncertainties to the Group's ability to continue to operate for the foreseeable future, being a period of at least twelve months from the date this Annual Report is approved. For this reason, they have adopted the going concern basis for the preparation of the financial statements.

Viability

The key factors affecting the Group's viability and prospects are its market position and recurring revenue.

Market position

Market position can be assessed as follows: independent research consistently rates Transact as the top platform in the market (page 24); the number of advisers using the platform increased by 6% during the year; the number of clients on the platform increased by 7%; and, our Net Promoter Score remained the highest score for an advised platform.

The above measures all demonstrate adviser and client satisfaction with the service provided.

Recurring revenue

The absolute level of revenue is dependent on market values, but key to the recurrence is the retention of FUD which is achieved through retaining client and advisers through our service delivery. 97% of revenue is of recurring nature (page 29).

48 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

We are targeting organic revenue

growth, with moderate margin

improvements that are driven by

efficiency delivered from process and

system enhancement.

Assessment period and measures

It is the board's view that a three

year time horizon is an appropriate period over which to assess its viability and prospects, and to execute its business plan. This assessment period is consistent with the Group's current business plan projections and the Internal Capital Adequacy Assessment Process (ICAAP) and Own Risk and Solvency Assessments (ORSA) of the Group's regulated entities. Consideration is also given to projections beyond this period, though this does not form part of the formal assessment.

The strategy and business plan is approved annually by the board and updated as appropriate. It considers the Group's profitability, cash flows, capital requirements, dividend payments, and other key variables such as liquidity and the solvency requirements of the regulated entities. These are considered under stress and scenario tests, to ensure the business has sufficient flexibility to withstand such impacts by adjusting its plans

within the normal course of business.

The stress and scenario tests applied are severe, yet plausible, and both individual and combined. The key scenarios are as follows:

Internal cyber-attack- considers the impact of a contractor or employee using their access to the site to steal personal/sensitive data.

System failure - considers the damage caused by insufficient controls within the bespoke operating system, "the platform".

‌Loss of investor confidence - considers the impact on investor confidence in capital and investment

markets due to an extended period of

pandemic, combined with the end of the transitional period with the EU.

Decline in investment adviser numbers - considers: prolonged economic downturn, with a reduced investor propensity for savings, which dramatically impacts the investor/ independent adviser model; and, the impact of vertically integrated firms increasing acquisition activity.

Combined scenario - considers the impact of the combination of internal cyber-attackand loss of investor confidence scenarios.

The results of the above stress and scenario tests led to the following

conclusions:

Under a range of stressed scenarios no expected profit or liquidity issues are expected to arise in the Group over the three year business planning period and beyond;
Each of the regulated entities has sufficient available capital to cover its regulatory solvency requirements, and this is expected to continue over the three year business planning period and beyond; and
Under a range of stressed scenarios the entities are still able to meet their capital and liquidity requirements over the three year business planning period and beyond.

The directors' assessment has been made with consideration and reference to: the Group's current position and three year business plan; the Group's risk appetite; the Group's financial projections; and, the Group's principal risks and uncertainties, including uncertainty caused by the COVID-19pandemic and geopolitical uncertainty,

as detailed in the strategic report.

In accordance with the Code, the directors have assessed the Group's prospects by reference to the three-yearplanning period to September 2023. The directors have a reasonable expectation that the Group will continue to meet its liabilities as they fall due, and that it will be able to operate within the regulatory capital limits imposed by the regulators over the period of this assessment and beyond.

By order of the board,

Helen Wakeford

Company Secretary

16 December 2020

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 49

STRATEGIC REPORT continued

CORPORATE SOCIAL

RESPONSIBILITY

We are wholly committed to acting ethically and with integrity and transparency in all business dealings and in all our employment practices. These are core principles by which all entities within the Group abide.

The Group demonstrates its social responsibilities primarily through Group companies that operate ethically and deliver commercial benefits to the four groups of stakeholders: clients, staff, suppliers and shareholders. We also acknowledge our responsibilities more widely in relation to effects on environmental and social wellbeing.

Our people and our culture

One of our main assets is the staff we employ and we aim to ensure all staff are respected, motivated and safeguarded whilst at work. This is achieved through a corporate culture of which we are proud, one of:

aiming for as little hierarchy as possible, through a relatively flat organisational structure;
emboldening staff to voice opinions and ideas;
encouraging all staff to develop and progress, be it through internal training, or professional qualifications; and
considering any additional requirements staff may have, or additional support they may need.

We believe the culture that is promoted from the board down is one that helps instil staff engagement. This is due to an open culture and a relatively flat structure, which ensures all employees are able to share ideas and suggestions for improving the offering.

We encourage staff to maintain open dialogue with direct management, not just concerning work issues, but other issues that may impact their day at work. Our Human Resource business partners also provide support for staff when they need extra assistance and, in addition, there is an Employee Assistance Programme that staff can use if they wish to speak to an independent party, in confidence, about any issues that may be impacting them.

The Group aims for a collegiate, industrious and sociable work environment, and this is supplemented by various social and charity events.

Human rights are respected by management and all staff and other stakeholders are treated equitably.

Staff welfare during the

COVID-19 pandemic

From late March onwards, the COVID-19 pandemic resulted in all staff working from our London, Isle of Man and Melbourne offices moving to working remotely. The agility, hard work and determination of our people to ensure operations continued seamlessly, from a myriad locations, has been hugely impressive and we are indebted to staff.

We are, however, cognisant of the toll on staff as they deal with concern for their family's and their own health and wellbeing, adapt to the change in working environment, and process daily media reporting on the pandemic, vaccination and the long term impact on the global economy.

With the above in mind, we have taken steps to ensure staff are fully supported and have resources they can call upon, should they need additional help. We have accessible, fully trained mental health first aiders in our Human Resources Department, we have promoted the Employee Assistance Programme and the Executive has given staff frequent updates and assurance on the future shape of working safely, as far as we are able, and bearing in mind government guidelines. We have also conducted a staff survey, in order to understand how our people feel about a future return to an office environment and this will be considered when we take steps to transition back to the office.

We have invested in staff engagement and contact through technology, which has facilitated the ability to stay in touch with fellow team members, face to face, through frequent virtual meetings, as well as the usual telephone calls. We have also launched a more informal, magazine style bulletin for all staff, called the "Transact Together Hub", which has reported some of the more lighthearted aspects of Transact culture and its translation to a home environment.

We are proud to say that the firm's culture is thriving, despite challenging circumstances for all.

50 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Diversity

We recognise that diversity is not restricted to gender and, as reflected in the Nomination Committee report on page 73, the board acknowledges that we have not met the targets set out in the Hampton Alexander or the Parker review on diversity and is proactively reviewing the subsidiary boards.

Gender pay gap

Across the Group we employed 487 staff and six NEDs are officers of the Company. The breakdown by gender as at September 2020 was as follows:

		Male		Female
		%		%

Board Directors1	8	80	2	20
Senior Managers	2	33	4	67
Direct Reports	19	61	12	41
All Staff	304	68	143	32

Total	333	67	161	33

1 Michael Howard, an Executive Director, is included in the gender pay reporting figures as he is an officer of the Company. He is not however an employee and the total employee count is 487.

In 2020 the Company has changed the basis of reporting. The Code provides for the gender and diversity of senior management to be reported either by reference to the Company's executive committee, or by reference to the layer below the board, including the Company Secretary.

In prior years the Company has reported Senior Management in accordance with the definition used in the prospectus, however we have changed this basis in 2020 to better reflect the management structure of the Group and have moved to reporting the layer below the board, including the Company Secretary, in accordance with the definition in the Code.

IntegraFin Services Ltd, the Company's services provision subsidiary, published its gender pay gap report in April 2020. The report can be found on our website, at

www.integrafin.co.uk/ legal-and-regulatory-information

Our reported mean gender pay gap rose slightly to 13%, and still compares favourably with results reported by others in the sector in which we operate and the national average.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 51

STRATEGIC REPORT continued

Equality and inclusion

We believe in equality. We treat all stakeholders fairly and with respect. The Group remains committed to continuous improvement by ensuring that: recruitment is not discriminatory, we employ the best person for the role; all staff are treated equitably; all staff have equal opportunities to work flexibly, regardless of seniority or role; and, all staff are remunerated fairly and in line with the role they perform.

Our policy regarding the employment, training, career development and promotion of disabled employees, and employees who became disabled whilst in employment, is to make reasonable adjustments as necessary in order that they can embrace opportunities in the Group.

Payment practices

We endeavour to pay all suppliers within agreed payment terms. We do not seek to disadvantage,

or compromise, suppliers with whom we conduct business, in line with one of our core principles of ethical behaviour. In financial year 2020, the Group paid suppliers, on average, within 14 days (2019: 15 days) and the Group paid 90% (2019: 92%) of suppliers within 30 days.

Anti-bribery and anti-corruption

The Group strives to maintain high standards of governance, personal and corporate ethics, compliance with laws and regulations and values integrity, fairness and honesty when dealing with employees, clients, financial advisers and suppliers. The Group has a zero tolerance for bribery and corruption and takes all reasonable steps to ensure its staff and Third Parties understand what is and what is not permitted and act with integrity at all times. The Group has implemented an Anti-Bribery and Corruption policy and has put appropriate contractual and other controls in place to manage all forms of bribery and corruption risk.

Modern slavery

We do not tolerate modern slavery, servitude, human trafficking or forced labour. The Group's modern slavery statement is found at:

www.integrafin.co.uk/ modern-slavery/

Environmental impact

We recognise the importance of managing and minimizing the Group's environmental impact as much as reasonably possible, and we became Energy Savings Opportunities Scheme (ESOS) Phase 2 certified in 2019.

Financial year 2020 is a year in which the Group's key processes and work streams were modified to accommodate staff working from home for six months of the financial year. This led to agile development of processes that did not require paper and could rely on electronic signatures. This is a positive development for the Group and initiatives to further implement a paperless working environment will be actively sought going forward. Over the course of the year we saved 157 trees (FY19: 287) through recycling confidential waste, obviously with remote working there has been a significant reduction in paper consumption; we recycled 41% of total waste (FY19: 51%); and, maintained environmental initiatives previously introduced, such as a green energy supplier and chemical free cleaning systems.

52 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Streamlined Energy and

Carbon Reporting

The Group has adopted the reporting requirements of the Streamlined Energy and Carbon Reporting (SECR) policy as implemented by the government, and with effect for financial years commencing after 1 April 2019.

It is, therefore, the Group's first year reporting under the SECR regime.

Our emissions data for financial year 2020 and 2019 is presented below. We have calculated the emissions in line with the Greenhouse Gas Protocol Corporate standard.

Emissions tables
For the financial year ended			CO2 Tonnes

30 September 2020	UK	Aus	IoM	Total

Scope 1	Printer emissions	6	-	-	6
Scope 1 Purchase of gas	212	24	2	238
Scope 1 Purchase of electricity	189	72	3	264
Scope 3	Business flights	5	11	1	17
Scope 3	Vehicle usage	44	0	0	44

	Total	456	107	7	570
Emissions Intensity Ratio
(CO2 tonnes per member of staff)	1.1	1.3	0.9	1.2
Energy consumption in the UK
('000 kWh)	1,469.1
For the financial year ended			CO2 Tonnes

30 September 2019	UK	Aus	IoM	Total

Scope 1	Printer emissions	10	-	-	10
Scope 1 Purchase of gas	216	-	3	219
Scope 1 Purchase of electricity	251	-	3	254
Scope 3	Business flights	80	-	3	84
Scope 3	Vehicle usage	95	-	0	95

	Total	653	0	9	662
Emissions Intensity Ratio
(CO2 tonnes per member of staff)	1.6	0.0	1.4	1.6
Energy consumption in the UK
('000 kWh)	1,712.5

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 53

STRATEGIC REPORT continued

Waste	CO2 Tonnes
	2020	2019

Not recycled	7	16
Recycled	4	18

Total	11	34

We believe number of staff is an appropriate business specific metric for calculating the Emissions Intensity Ratio, as it is the main driver of our energy consumption and, therefore, emissions.

We generate Scope 1 emissions directly through purchasing electricity and gas and general waste from running the premises in London, Melbourne and Douglas in the Isle of Man. Scope 3 emissions are generated through business flights and driving for work.

We have restated the financial year 2019 emissions comparative as the numbers had been incorrectly totalled in the Annual Report.

It should be noted that the largest fall in emissions is due to the reduction in business travel, due to staff working from home during the COVID-19 pandemic.

The general waste statistics are included above and the sharp fall, year on year, is due to six months of the reporting year being worked from home. In the previous year we recycled more waste than not, and it is expected that in financial year 2020 this trend would have continued. This is due to all confidential waste being recycled and numerous recycling bins placed on office floors in order that food and drink packaging can be collected and recycled.

The Group has not made progress in formulating a plan to reduce emissions, due to the focus on maintaining business as usual from home. However, the Group is aware of its duty to reduce its impact on the environment and will renew efforts in financial year 2021, with the goal of reducing its carbon footprint where it realistically can.

54 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Community

A variety of events is organised each year to raise money for, and awareness of, a number of charities chosen from staff suggestions,

to which staff donate voluntarily.

Political donations

The Group does not make political donations.

Tax strategy

We manage our tax affairs to the same high ethical, legal and professional standards as the delivery of our services to clients. In summary,

our tax strategy is to comply fully with all statutory obligations, make full disclosure to tax authorities in all appropriate jurisdictions, and to pay all tax when it is due. The full tax strategy document is available at:

www.integrafin.co.uk/ group-tax-strategy/

We pay all tax as it falls due and make full disclosure to all relevant tax authorities. The UK corporation tax and employer's national insurance payable in respect of the year ended 30 September 2020 was £12.5 million (2019: £11.8 million). In addition other taxes such as VAT and business rates were paid.

Non-financial information statement

The Corporate Social Responsibility report includes information in accordance with sections 414 CA and CB of the Companies Act 2006.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 55

STRATEGIC REPORT continued

COMPANIES ACT SECTION 172

The directors have a duty, under Section 172 of the Companies Act, to act in a way and in good faith,

to promote the success of the Company for the benefit of its members as

a whole.

The table below sets out the different matters that the directors must have regard to and how they have fulfilled their duties during the financial year.

The board considers the key stakeholders to be our clients, our shareholders, our staff and our suppliers. These groups are considered key as they are fundamental to the continuing success of the Group.

Consideration	What the directors have done

Long term consequences of decisions

IHP Group's primary strategic objective is stated in the Strategic Objectives section on page 12. How this strategy has been delivered during the financial year and the forward looking risks to being able to deliver it in future are set out. The directors make strategic decisions on future direction, investment and stakeholder value, based on the clear, sustainable, long term Group objective of delivering financial services infrastructure and associated services to UK advisers and mutual clients.

By successfully achieving strategic objectives, which results in the ongoing and increased success of the offering, the directors are able to take decisions which share the Group's success with the key stakeholders.

Key decisions taken by the directors in financial year 2020 include, but are not limited to:

the responsible pricing strategy, which benefits our clients;
the ability to maintain the dividend policy, which benefits out shareholders;

resourcing the company with sufficient, appropriately skilled and expert employees to deliver the strategy of being the best platform; and
the approach of treating our suppliers fairly by always striving to pay them within payment terms, and often more quickly, as detailed in the Corporate Social Responsibility (CSR) report on page 50.

Decisions taken by the board in financial year 2020 include:

the decision not to use any of the Government financial support schemes during the COVID-19 pandemic, as the Group does not require financial assistance and all staff have been fully employed throughout the pandemic;
the decision to award all those employees the annual discretionary bonus, especially when they have continued to deliver outstanding customer service from home, due to the pandemic; and
the decision to approve the interim dividend, paid in June 2020 and relating to the first half of financial year 2020, as the Group's financial performance was strong.

56 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020


Consideration	What the directors have done
The interests of	The directors value our people and the Directors' Remuneration Report on page 76, sets out the
the Group's	Group's approach to remuneration, which is intended to ensure equitable remuneration across the
employees	Group and which improves value for employees. The Corporate Social Responsibility disclosure on
	page 50 also outlines the value directors place on staff welfare and the culture of the Group.
	A critical contributor to the success of the Group is the high standard of client service delivered,
	collectively, by our staff. The directors recognise and value the contribution made by staff and this
	is evidenced by resourcing the business at a level that ensures employees are able to deliver the
	Group's objective of high touch customer service with expert technical back office support, and by
	offering a basic salary and benefits package which attracts the right calibre of employee,
	supplemented with a cash bonus scheme and initiatives such as the board decision to implement
	an all staff Share Incentive Plan, to enable staff to directly share in the success of the Group.
	Staff engagement is important to the directors. Staff surveys are undertaken in order to gain
	direct feedback on some of the issues affecting staff. For example in financial year 2020, all staff
	were asked for their feedback on a number of key topics regarding their experience of working
	from home during the pandemic and if anything feasible could be done to assist them.

Fostering	The Group does not tolerate unethical behaviour, as stated on page 50 of the Corporate Social
business	Responsibility section. It ensures suppliers are paid within payment terms and does not seek to
relationships	disadvantage or compromise suppliers with whom we do business.
	An integral part of the service offering is the provision of regular relationship management to
	advisers as they are the platform's target market.
	This is achieved through regular market updates, dedicated adviser firm centric customer service
	teams, named contacts and personal support through our regionally based business development
	managers and adviser support managers.

The impact of operations on the community and environment

The Corporate Social Responsibility report on pages 50 to 55 sets out the impact of operations on the environment.

The directors recognise that we have a responsibility to minimise the impact of the Group's business conduct on the environment and community.

Due to the focus in the second half of financial year 2020 shifting to ensuring the business was conducted from home to the same high standards as when staff are in the office, consideration of improving our impact on the community and environment took a back seat. However, there will be renewed focus in the coming financial year and beyond. It is recognised that taking meaningful decisions to reduce impact in both areas will take time to formulate. The board is, however, committed to doing so.

Maintaining a	The business model and strategic objectives of the Group are set out on pages 8 to 15 and make
reputation for	clear the focus of the business on delivering impeccable service to clients and their advisers
high standards	through investment in infrastructure and staff. The directors recognise that the service is only as
of business	good as the technology and people behind it and that the Group's reputation is built on high
conduct	standards of business conduct which must be maintained in order for the business to thrive and
	grow. The directors also recognise that as the business is regulated by three separate regulators,
	as detailed on page 122, then maintaining strong, open and productive relationships with the
	respective regulators is also business critical.

Acting fairly	All shareholders are treated equally, with all information being made available to all shareholders
between members	in a consistent manner.
of the Group

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 57

APPROVAL OF THE

STRATEGIC REPORT

A statutory requirement of the Annual Report is that the directors produce a Strategic Report.

Section 172 of the Companies Act states that the purpose of the report is to inform members of the Company and help them assess how the directors have performed their duty. To fulfil this, directors must act in a way they consider, in good faith, would be most likely to "promote the success of the company for the benefit of its members as a whole".

The Strategic Report should provide shareholders with a comprehensive and balanced overview of the Group's business model, strategy, development, performance, position and future prospects. The Strategic Report should be clear, concise and unambiguous, and should demonstrate how the Company has considered the interest of employees, and the impact of the Company's operations on the community and environment.

The directors believe that the Strategic Report on pages 4 to 58 meets all relevant statutory objectives and requirements.

By order of the board,

Helen Wakeford

Company Secretary

16 December 2020

58 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

GOVERNANCE

BOARD OF DIRECTORS

Richard Cranfield

Non-Executive Chair

Appointed to the board: 26 June 2019

Experience includes:

Henderson High Income Trust Plc
- Director since March 2020
Allen & Overy LLP - Partner 1985 to present

Committees:

Nomination Committee (Chair),

Remuneration Committee.

Alexander Scott

Chief Executive Officer (CEO)

Appointed to the board:

11 February 2014

Joined the Group as Actuary and Head of Group Technical Operations in October 2009. From November 2010 he was Chief Financial Officer and Head of Risk, becoming a director in July 2011. Alexander became Chief Executive Officer in March 2020.

Experience includes:

Sterling Insurance Group - Life Director and Chief Actuary 2004-2009
Criterion Assurance Group -
Non-Executive Director 2003-2010, Group Director 2002-2003, Director 1999-2002,
Actuary 1997-1999

Committees:

Nomination Committee.

Jonathan Gunby

Executive Director

Appointed to the board:

2 March 2020

Joined the Group in 2011 as Chief Development Officer and became an Executive Director in March 2020.

Experience includes:

NMG Holdings - Executive Director
1999 - 2011.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 59

GOVERNANCE continued

Michael Howard

Executive Director

Appointed to the board:

11 February 2014

Co-founded the Group in 1999, Executive Chair of the Group from 2001 until stepping down in October 2017 and becoming an Executive Director. Founded ObjectMastery in Australia in April 1992 which developed the software underpinning Transact.

Experience includes:

Norwich Union Life Insurance - responsible for marketing and administration of investment funds including the launch of the platform Navigator in 1990
Touche Ross - Audit division in Melbourne office 1984-1986, in London office 1980-1984.

Ian Taylor

Executive Director

Appointed to the board: 24 January 2014

Executive Director and General Manager until April 2002 when he became Chief Executive Officer, until he stepped down from the position in March 2020.

Experience includes:

AIB Govett Asset Management -
Marketing Director 1992-1999
Royal Life Fund Management -
Marketing Development Manager 1990-1992

Caroline Banszky

Independent

Non-Executive Director

Appointed to the board: 22 August 2018

Experience includes:

3i Group plc - Chair of Audit &
Compliance Committee 2014 to present
Gore Street Energy Storage Fund plc
- Chair of Audit Committee 2017 to present
The Open University - Member of the
Investment Committee 2016 to present
The Law Debenture Corporation plc
- Chief Executive 2002-2016
SVB Holdings PLC (now Novae Group plc) - COO 1997-2002
N M Rothschild & Sons Limited
- Finance Director 1995-1997

Committees:

Audit and Risk Committee (Chair).

60 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Victoria Cochrane	Neil Holden	Robert Lister
Senior Independent	Independent	Independent
Non-Executive Director	Non-Executive Director	Non-Executive Director
Appointed to the board:	Appointed to the board:	Appointed to the Board:
28 September 2018	11 February 2014	26 June 2019
Experience includes:	Experience includes:	Experience includes:
▪ Euroclear Bank SA/NV -	▪ Stanbic International Insurance Limited	▪ Credit Suisse Asset Management (UK)
Non-Executive Director 2016 to present	- Non-Executive Director 2003 to present	Limited - Non-Executive Director
▪ Perpetual Income and Growth	▪ Saffron Building Society -	2012 to present
Investment Trust plc -	Non-Executive Director 2014 to present	▪ Investec Wealth and Investment
Non-Executive Director 2015-2020	▪ Albaco Limited -	Limited - Non-Executive Director
▪ HM Courts and Tribunal Service -	Non-Executive Director 2018 to present	2010 to present
Non-Executive Director 2014 to present	▪ Sberbank CIB (UK) Limited -	▪ Aberdeen Smaller Companies Income
▪ Bowater Industries Ltd -	Non-Executive Director 2018 to present	Trust PLC - Director 2012 to present
Senior Adviser 2014-2017	▪ Calmindon Limited - Director 2010-2017	▪ The Salvation Army International
▪ Gloucester Insurance Ltd -	▪ Bank of London and The Middle East Plc	Trustee Company - Director 2016
Non-Executive Director 2008-2013	- Non-Executive Director 2006-2018	to present
▪ Ernst & Young (Global) - Global	▪ Quadrant Risk Management	▪ Rensburg Sheppards PLC - Director
Executive Board Member 2008-2013	International Limited -	- 2008-2010
▪ Ernst & Young (NEMIA and UK)	Non-Executive Director 2006-2009	▪ Dresdner Kleinwort Wasserstein
- Executive Board Member 2006-2008	▪ Standard Bank Group and Standard	-1998-2008
	Bank Plc - Consultant 2006-2008,	▪ Barclays de Zoete Wedd - 1983-1998
Committees:	Managing director in Corporate and
Investment Banking Financial Risk
	Committees:
Audit and Risk Committee,	1999-2006

Nomination Committee.	▪ WestLB - Director and Head of Risk	Audit and Risk Committee.
	Management Support & Control
	1996-1998.

Committees:

Audit and Risk Committee,

Remuneration Committee.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 61

GOVERNANCE continued

Christopher Munro

Independent Non-Executive

Director

Appointed to the board: 1 February 2017.

Experience includes:

London and Continental Partners LLP
- Founding Partner 2016
Pembroke Square Freeholders
Association Limited - Director 2013 to present
Pacific Capital Partners - Director
2004 to present
Beckwith Asset Management
- Director 1994-2016
Jupiter Enhanced Income Trust
- Director 1996-2009
River & Mercantile Investment
Management - CEO 1994-1996
Robert Fleming Holdings Limited
- Director 1988-1994
Jardine Fleming Holdings - Director
1983-1986.

Committees:

Remuneration Committee (Chair),

Nomination Committee.

Jonathan Gunby was appointed as an executive director on 2 March 2020.

All other directors were in office throughout the financial year up to the date of the report.

62 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

CORPORATE GOVERNANCE REPORT

Introduction

On behalf of the board, I am pleased to present the report setting out the Group's corporate governance arrangements which reflect the standards of practice required by the 2018 UK Corporate Governance Code (the Code) in relation to the management of the Group.

IHP Group's purpose is the successful delivery of financial services infrastructure and associated services to UK advisers and our mutual clients. To achieve this we have a number of strategic objectives set out on pages 12 to 15 and these are supported by the corporate culture set out in the Corporate Social Responsibility report on page 50.

We have adopted the new 2018 Code, which has applied to the Company since 1 October 2019. IHP has abided by the overriding principles which are designed to:

Promote long term sustainable success of the Company, business effectiveness, efficiency, responsibility and accountability. Further details relating to this are set out in the long term consequences of decisions section in the Companies Act Section 172 statement, on page 56;
Provide suitable opportunity for employee engagement in the business. Further details relating to this are set out in the interests of the Group's employees section in the Companies Act Section 172 statement, on page 57;
Assist the effective review and monitoring of the Group's activities;
Help identify and mitigate significant risks to the Group; and
Provide the necessary disclosures to stakeholders to make a meaningful analysis of the Group's business activities and its financial position.

Statement of compliance

The Code sets out the principles and provisions relating to good governance of UK listed companies and can be found on the Financial Reporting Council (FRC)'s website at

www.frc.org.uk

The following report sets out how the Company has complied with the provisions of the Code, and an explanation of any areas of noncompliance.

The areas of noncompliance comprise the following:

The non-executive directors did not undertake an evaluation of the Chair of the board. Further explanation is set out in the board effectiveness review below;
The Company's remuneration structure does not mandate post-employment shareholding and the Company's remuneration policy for all staff, including executive directors, permits employees to contribute a portion of cash bonus into their pension. None of the executive directors take advantage of this provision.
The Company does not have a work force council, an employee representative on the board and has not designated responsibility for employee engagement to a non-

executive director. The Company believes that it has implemented sufficient and appropriate measures for employee engagement without adopting one of these measures. Further information is available in the Directors' Report on page 101.

The Company did not evaluate the Chair of the board because an external evaluation of the board was undertaken. The board will undertake an evaluation of the Chair in 2021.

The Company does not intend to amend its approach to mandate post-employment shareholdings at this time.

The Company does not intend to change the policy on pension sacrifice at this time.

The Directors' Remuneration Policy is be subject to review in 2021.

Detailed reporting on remuneration, and the composition of the Remuneration Committee, can be found in the Directors' Remuneration Report on page 76.

With the exception of the areas of noncompliance set out above, the Company has complied with the principles and the provisions of the Code.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 63

GOVERNANCE continued

Board composition

The Company has four executive directors and six independent non-executive directors (including the Chair) and therefore complies with the Code in respect of board composition.

Board and committee meetings and attendance

The board met eight times,

in accordance with its terms of reference. Eligibility to attend, and attendance, by each member of the board as at 30 September 2020 is set out below.

	Board Meetings	Audit and Risk	Nomination	Remuneration
			Committee	Committee	Committee

	Eligible	Attended	Eligible	Attended	Eligible	Attended	Eligible	Attended
Caroline Banszky	6	6	6	6	-	-	-	-
Victoria Cochrane	6	6	6	6	2	2	-	-
Richard Cranfield	6	6	-	-	2	2	3	3
Neil Holden	6	6	6	6	-	-	4	4
Michael Howard	6	4	-	-	-	-	-	-
Robert Lister	6	6	6	6	-	-	-	-
Christopher Munro	6	6	-	-	2	2	4	4
Alexander Scott	6	6	-	-	1	1	-	-
Ian Taylor	6	6	-	-	1	1	-	-
Jonathan Gunby	4	4	-	-	-	-	-	-

Chair
Mr Gunby joined the board on 2 March 2020
Mr Cranfield joined the Remuneration Committee on 17 December 2019
Mr Howard was unable to attend the February board meeting relating to the preparation for the AGM, due to the timing of board meeting and his residence in Australia. He was not able to attend the June board for personal reasons.

64 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

The role of the board

Board leadership

The board is responsible for leading and controlling the Company and has overall authority for the management and conduct of the Group's business, strategy and development. The board is also responsible for ensuring the maintenance of a sound system of internal controls and risk management (including financial, operational and compliance controls) and for reviewing the overall effectiveness of systems in place as well as for the approval of any changes to the capital, corporate and/or management structure of the Group.

The board promotes the long term success of the Company and the Group and ensures effective operational management and strategic development of the proposition, having due regard to all stakeholders including safeguarding of its clients' interests. To achieve these goals the board:

Ensures the Company acts within the articles of association;
Ensures that the Company and the Group implements good management policies and practices to ensure that the Company and the Group are managed in an accountable, efficient and effective manner;
Considers and scrutinises advice and reports from the executive and, where appropriate to the Company and Group, matters escalated by the Committees;
Reviews and approves the Annual Report and financial statements, half-yearly reports and quarterly financials for the Company on a stand-alone basis and on a consolidated basis in relation to the Group;
Ensures the Company and the
Group as a whole remains compliant with all applicable statutory standards, rules and guidelines;

Considers recommendations from the Nomination Committee and approves appointments to the board;
Approves the remuneration arrangements for non-executive directors; and
Approves the appointment of any providers of outsourced services to the Company or Group and considers reviews of their performance.

Relations with shareholders

The board maintains close relationships with the Company's institutional shareholders through periodic meetings with the executive directors. Board members receive copies of analysts' and brokers' reports on the Company along with a quarterly Investor Analytics report which details the top shareholders, shareholder history, top buyers and sellers, market analysis and share price performance to aid familiarity with details of shareholdings.

The Chair and CEO hosted shareholder roadshows at which the Company's half year and annual results were presented to institutional investors invited by the Company's brokers.

The Company secretarial and investor relations functions engage with private shareholders, providing support and information as required, whilst the Company's registrar provides a range of shareholder services.

The Chair, senior independent non-executive director and other non-executive directors are available for consultation with shareholders upon request and will attend and be available for questions at and after the Annual General Meeting (AGM), further details of which will be sent out in the Notice of AGM.

Independence

The Code recommends that at least of half the board of directors of a UK listed company, excluding the chair,

should comprise non-executive directors determined by the board to be independent in character and judgement and free from relationships or circumstances which may affect, or could appear to affect, this judgement.

Taking into account the provisions of the Code, the board has considered the independence of each of the non-executive directors and has determined that all are "independent non-executive directors" within the meaning of the Code.

Neil Holden was appointed to the board of Integrated Financial Arrangements Limited (IFAL) in 2011. IFAL is the Group's main operating company and was the Group's parent company until the incorporation of IHP in 2014. As a result, Neil Holden has been appointed to the board of the Group's ultimate parent company for a total period of ten years. In the light of this, and when repeating the review of Neil's independence, the board once again gave particular consideration to whether his long standing relationship with the executive directors had in any way impacted upon his independence and his ability to constructively challenge the executive through questions, insist on high quality responses and remain aligned with the interests of shareholders. The board found that Neil continued to exhibit a robust approach and maintained an objective and independent viewpoint. The board concluded that Neil Holden should remain as an independent director and a valued member of the board.

The Code recommends that a Chair should meet the independence criteria set out in the Code on appointment. The board has concluded that the Chair, Richard Cranfield, is independent for Code purposes. Mr. Cranfield's other commitments are listed in his biography and the Company has concluded these do not affect his ability to undertake the role.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 65

GOVERNANCE continued

Any significant commitments must be disclosed to the board as and when they arise for consideration.

Conflicts of interest

The Company's articles of association permit the board to consider and authorise situations where a director has an actual or potential conflict of interest in relation to the Group.

The Company maintains a conflicts of interest register which is reviewed annually by the board. In addition, prior to each board meeting, the directors are asked to declare any conflicts they may have with regard to the business meeting. Directors who declare a conflict of interest may be authorised by the rest of the board to participate in decision making in accordance with section 175 of the Companies Act 2006.

The board considers and, if appropriate, authorises any conflicts or potential conflicts of interests of directors and imposes any limitations, qualifications or restrictions as required. Additionally, when making new appointments, the board takes into account other demands on directors' time. Significant commitments are disclosed with an indication of time involved and any additional external appointments must be approved in advance by the Company.

The board has reviewed the other commitments of the non-executive directors and concluded it is satisfied that the non-executive directors remain able to commit sufficient time to the Company's business.

Committees

There are three Committees of the board: Audit and Risk; Nomination; and Remuneration. The Audit and Risk Committee and the Remuneration Committee are wholly non-executive committees and the members are all independent non-executive directors. The Chair of the board is a member of, and chairs, the Nomination Committee. The other members of the Nomination Committee comprise the senior independent non-executive director, the CEO and one other independent non-executive director.

The membership and terms of reference of these board Committees are reviewed annually and are available on the Company's website (www.integrafin.co.uk) or on request from the Company Secretary.

66 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Matters reserved for the board

The board is the main decision making and review body for the Company. It determines the overall strategic direction of the Company and is responsible for the overall management of the Company and the business operations for its subsidiaries.

The board's remit is documented in its terms of reference which include details of matters reserved for the board and matters delegated by the board. The terms of reference are reviewed and updated annually. Matters which are reserved for the board include strategy and management, structure and capital, financial reporting and controls, internal controls, contracts, communication, board membership and appointments, remuneration and corporate governance matters.

The board makes decisions as to delegating to committees of the board and the management team. Matters which are delegated to the management team include changes to the Company's management structure and the approval of resolutions and corresponding documentation to be put to shareholders at general meetings.

Setting the business model and strategy

The board retains responsibility for the overall management of the Company and approval of any long-term objectives of the Company. A review of performance against the Company's strategy, objectives, business plans and budgets is considered at each board meeting. Maintaining oversight of the Company's operations, ensuring competent and prudent management, sound planning, an adequate system of control, adequate accounting in addition to reviewing any significant risks faced by the Company and establishing and maintaining risk management

systems in co-ordination with the Audit and Risk Committee ensures the Company fulfils its business objectives. The board also retains responsibility for considering the balance of interests between shareholders, employees, customers and the community.

Board effectiveness review - 2020

The board conducts an annual evaluation of its own effectiveness and that of individual board members. FTSE350 companies are required

by the Code to have an externally facilitated board effectiveness evaluation at least every three years. In 2020 the Company engaged Independent Audit to undertake an external evaluation of the performance of the board. The Independent Audit has no connection with the Company or its individual directors. The findings and any action points were discussed in the September board meeting and actions agreed.

The non-executive directors did not undertake a review of the Chair during the annual evaluation process. The purpose of the evaluation is to appraise the performance of the Chair over the financial year and to provide feedback to the Chair with a view to continuous improvement and this formed part of the report from Independent Audit. A separate internal evaluation was therefore not considered necessary at this time.

Each board member is responsible for identifying training appropriate to their needs, and the non-executive directors maintain individual annual training logs. The effectiveness

of the board and its committees; the experience, independence and knowledge of the directors; the diversity of the board; how the board works together; and other factors relevant to its effectiveness were

all considered as part of the external evaluation.

Some minor recommendations came out of this evaluation and the board has agreed an implementation plan.

Election and re-election of directors

The Company's articles of association require all existing directors to retire from office at each AGM and be eligible for re-election. Following the announcement of his retirement, Ian Taylor will not be standing for re-election at the AGM.

Annual General Meeting

The Company convened a general meeting on 30 September to propose a change to the articles to enable it to hold general meetings, including annual general meetings, where members may choose to attend either in person or electronically (known as 'hybrid' shareholder meetings).

The Company used the provisions of the Corporate Insolvency and Governance Act 2020 (the "Act") to hold this general meeting as a closed meeting by telephone. Votes were cast in advance and the resolution was passed with 100% of the votes cast being in favour.

The AGM provides shareholders with an opportunity to communicate with the board both formally during the AGM and informally afterwards. Notice of the AGM will be sent in accordance with the Companies Act 2006 and made available on our dedicated shareholder website

integrafin.co.uk/ shareholder-informationalong with any other relevant documentation.

By order of the board,

Richard Cranfield

Chair

16 December 2020

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 67

GOVERNANCE continued

AUDIT AND

RISK COMMITTEE REPORT

Statement from the Chair of the Audit and Risk Committee

I am pleased to present the Audit and Risk Committee's report for

2020. The report sets out Committee governance and the work the Committee has undertaken this year.

We meet at least four times each year, in line with the Company's governance schedule. We met six times during this financial year, with all committee members in attendance, and maintained focus on the Group's risk management, internal controls and accounting procedures, to ensure there are continuing, appropriate levels of external and internal audit and risk assessment to cover all material risks and controls, including financial, operational and compliance processes and procedures.

There were a number of operational, governance and regulatory reporting audits undertaken throughout the year by the internal audit team and we discussed and commented on the findings, requesting follow up actions where necessary. The audits included: a rolling programme of audits of the Group's key critical processes, Group Brexit preparation, cyber security controls, key regulatory reporting processes and outputs and a review of the effectiveness and independence of the internal audit function.

The internal audit team also conducted regular assessments of any changes to business critical processes implemented due to all staff working from home.

A third party was appointed in order to undertake a Group wide penetration test of the Group's IT systems.

The Committee received a presentation from the third party of its findings and management's response, this was in addition to the quarterly IT dashboard.

The Committee evaluates and challenges the Group's going concern and viability assessment annually and this was especially important in a year of such global economic uncertainty due to the COVID-19 pandemic.

The viability work performed by the Committee is outlined in the table setting out the Committee's work throughout the year on page 70.

The IHP CEO, the IFAL CEO, Group Chief Financial Controller, Group Counsel and the Group Head of Internal Audit were routinely invited to and attended the majority of Committee meetings, although the Committee reserves the right to request any of these individuals to leave the meeting. The Group's external auditor, BDO, also attended specific Committee meetings for external audit planning and reporting purposes. I met privately with the Group Chief Financial Controller, Head of Internal Audit, external Audit Partner and Head of Assurance at BDO to discuss issued reports and relevant financial reporting and regulatory developments.

Caroline Banszky

Chair, Audit and Risk Committee

16 December 2020

68 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Governance

Committee membership during the year

Name	Date of appointment
Caroline Banszky (Chair)	22	August 2018

Neil Holden	22	August 2018

Victoria Cochrane	28	September 2018

Robert Lister	04	September 2019

Role of the

Audit and Risk Committee

The purpose of the Committee is to provide oversight and advice to the IHP board and it has overall responsibility for the risk management and internal control processes of the Group. This aids the board of IHP in fulfilling its responsibilities of: presenting a fair, balanced and understandable assessment of the Group's position and prospects; and, establishing financial and operational controls and risk management across IHP Group.

The Committee reports its findings to the board, identifying any matters in respect of which it considers that action or improvement is needed, and makes recommendations on the steps to be taken.

The role and responsibilities

of the Audit and Risk Committee are set out in its terms of reference, which can be found at

www.integrafin.co.uk/ corporate-governance.

Composition of the

Audit and Risk Committee

All members of the Committee, including the Chair, are independent non-executive directors. In adherence with the Code, both the Audit and Risk Committee Chair and Neil Holden have recent and relevant financial experience, and are also qualified accountants.

On an ongoing basis, membership of the Committee is reviewed by the Chair of the Committee,

in collaboration with the Nomination Committee, and any recommendations for new appointments are made to the board.

The Group also provides initial and ongoing training for Committee members to support them in carrying out their duties effectively.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 69

GOVERNANCE continued

Area of focus

Work conducted

Going concern ▪ In their Annual Report the directors are required to make a statement on IHP's long term

and viability viability. The Committee provided the board with advice on the form and content of that statement. In advance of the year end the Committee reviewed the Group's proposed stress test scenarios and the assumptions underlying them, used to support the Viability statement.

At the year-end, management provided a report to the Committee setting out its view of IHP's long-term viability and the proposed Viability statement based on Group's three year business plan. This report included, at both an individual company and consolidated group level, forecast outcomes of the business plan under the stress scenarios agreed with the Committee, detailing capital and liquidity performance against an assessment of risk appetite. The report was produced on financial data to 30 September 2020 and included consideration of a range of
COVID-19 outcomes and other stresses undertaken, both individually and combined.
The Committee discussed whether the choice of a three-year period remained appropriate.
It concluded that this remained appropriate due to the nature of the business. Taking account of the assessment of the Group's stress testing results, the Committee agreed to recommend the Viability statement and three-year viability period to the board for approval.
The Committee concluded that the Group has sufficient financial resources and liquidity and is well placed to manage business risks in the current economic environment, having considered the potential impacts of COVID-19 together with other risks, and can continue operations for the foreseeable future.

Risk	▪ Oversaw the risk management framework and reviewed its effectiveness in relation to IHP, and
management	how Group companies have implemented the framework.
	▪ Reviewed the work undertaken by Risk management to ensure the changes in the working
	processes implemented to successfully move the business from office based to home working did
	not introduce unexpected risks or cause client detriment.
	▪ Reviewed and challenged the Risk Reports provided by the Head of Actuarial and Risk for IHP, and
	considered the progress of management action taken in order to address management points
	raised on IHP specific risks.
	▪ Assurance was sought from the Chair of the IFAL Risk Committee that management points raised
	have been addressed through appropriate management actions.
	▪ Assisted the board in maintaining an appropriate culture within the Group which emphasises and
	demonstrates the benefits of the risk-based management of the Group.
	▪ Considered the points escalated from the Group company boards or committees which affect IHP,
	or which may affect the Group as a whole.

70 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Area of focus	Work conducted
Financial	▪ Reviewed and challenged the financial reporting undertaken by the Group, with input and support
reporting	from the Group's external auditor.
	▪ Reviewed the Annual Report and financial statements, half-year reports, interim management
	statements and other formal announcements relating to financial performance.
	▪ Reviewed and recommended the Annual Report and financial statements and the half-year report
	to the board with an emphasis on ensuring that the report is fair, balanced and understandable.
	▪ Considered the consistency of accounting policies and the financial reporting process.
	▪ Reviewed the key accounting and financial risks and the steps taken by management to address
	them. Further information on the key financial and non-financial risks can be found on pages 46
	to 47.
	▪ Reviewed the External Auditor report. The report confirmed that the External Auditor found no
	issues with non-compliance with Group accounting policies, and that there has been no material
	change to accounting policies during the financial year.
	▪ Considered the disclosures in particular under IFRS 16.

Policyholder	▪ Considered the prior year error and subsequent restatement to reflect critical judgements and
tax provision	estimates in respect of the calculation and treatment of the policyholder tax provision.
overstatement
error

Presentation	▪ Considered the prior year error in presentation which has been corrected. This has the effect of
restatement	reflecting items of income, expenses, gains and losses relating to the Group's insurance and life
	assurance segment on a gross basis, rather than on a net basis. In addition, cash held by the
	Group's insurance and life assurance segment, for the benefit of policyholders, has been separately
	disclosed in cash and cash equivalents.

Internal audit	▪ Received and challenged Internal Audit reports at each committee meeting. The reports detailed
effectiveness	audits of IHP recently completed, including the co-sourced IT Audit and any control
and reporting	recommendations made to management, and management response;
	▪ Reviewed all formal internal audit reports escalated by the IFAL Audit Committee, or activities within
	other companies in the Group, which represent a significant risk to the Group as a whole.
	▪ Approved the Group Internal Audit Plan, including specific areas of review on matters relating to IHP.
	▪ Received updates from the Chair of the IFAL Audit Committee on the management actions in
	response to the findings and recommendations of internal audit reports.
	▪ Assurance sought on the adequacy and security of the Group's arrangements for employees and
	contractors to raise concerns, in confidence, about possible wrongdoing in financial reporting or
	other matters.
	▪ Assurance sought that these arrangements allow proportionate and independent investigation of
	such matters and appropriate follow up action.
	▪ Received reports on matters relevant to the financial reporting processes including assurances on
	internal controls, processes and fraud risk.
	▪ Based on the scale and focus of the work conducted by Internal Audit during the year, and the
	Committee's annual and ongoing review and ongoing discussion of the audit approach, work and
	findings, the Committee concluded that the Internal Audit function is working effectively and
	independently and that the team is appropriately qualified and staffed.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 71

GOVERNANCE continued

Area of focus

Work conducted

Effectiveness and independence of the external auditor

Evaluated the External Auditor's independence, objectivity and compliance with ethical and regulatory requirements.
Made recommendations on appointment, reappointment and removal of External Auditors to the board to be put to shareholders for approval at the AGM.
Reviewed the External Auditor's remuneration and whether fees for audit and/or non-audit services are appropriate.
There are no contractual or similar obligations restricting the Group's choice of External Auditor, and IHP's External Auditor, BDO, has confirmed that it remains independent.
A new audit partner (Justin Chait) was interviewed and selected by management and the chair of the Committee and rotated onto the financial year 2020 Group audit, due to the former audit partner (Neil Fung-On) having served ten years.
As reported in 2019, BDO has been the Group External Auditor for ten years. The Company had intended to put the external audit contract out for tender during 2020, but due to the COVID-19 pandemic, the Company applied to the FRC for, and was granted, an extension for the financial year 2021. The Company will put the external audit contract to tender in the financial year 2021.
The Committee remains satisfied with the performance and effectiveness of BDO and has concluded that BDO continues to display the necessary attributes of independence and objectivity. The Company is in compliance with the requirements of The Statutory Audit Services for Large Companies Market Investigation (Mandatory Use of Competitive Tender Processes and Audit Committee Responsibilities) Order 2014, in the year ended 30 September 2020.
The external auditors did not provide non-audit services, they provided Other Assurance Services which were required by regulation, in line with the FRC's revised 2019 ethical standards. The cost of
Other Assurance Services are disclosed in note 8. In addition, KPMG provides audit services to the Company's life company subsidiaries, ILUK and ILInt.

Whistleblowing	▪ The Group encourages employees to raise their concerns within the existing line management
	structure but, recognising that not all concerns can be effectively managed through those channels,
	the Company also provides the means for confidential reporting of concerns by contacting any of
	three nominated internal individuals who will investigate the issues raised. The Company provides
	for employees to make anonymous reports of suspected wrongdoing via a portal.
	▪ Neil Holden, as a member of the Audit and Risk Committee, is a key contact in the Whistleblowing
	Policy and fulfils the role of "whistleblower's champion" under the Senior Managers' Regime.
	▪ The Committee reviewed the Whistleblowing Policy and the framework for reporting, and confirmed
	that they are appropriate to the Group structure and organisation.

Committee self-evaluation

The Audit and Risk Committee did not conduct a self-assessment of its own effectiveness because the board undertook an external evaluation which involved a review of the manner in which the committee escalated matters to the board. The Committee has considered the findings of the external evaluator and will be agreeing any enhancements with the board.

72 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

NOMINATION COMMITTEE REPORT

Statement from the Chair of the Nomination Committee

I am pleased to present the Nomination Committee's report for 2020.

The primary purpose of the Committee is to develop and maintain a formal, rigorous and transparent procedure and to lead the process for board and Committee appointments and reappointments, including making recommendations to the board.

To achieve a balanced board,

the Committee considers the board's size and composition, the extent

to which skills, experience and attributes are represented and the need to maintain high standards of corporate governance.

We meet at least once a year in accordance with the Company's governance schedule and the Committee's terms of reference.

We met twice during the financial year.

During the year Ian stepped down as CEO and Alex acceded to the role. At the same time, Jonathan became CEO of IFAL and was appointed to the Company's board.

Having implemented the 2019 succession plan during 2020, the Committee has now commenced a review of the skills and experience of the board and senior management team. The Committee will recommend to the board a new succession plan which will ensure orderly succession to both the board and senior management team in the future.

Ian has since announced his intention to retire from the board in the

New Year. We believe that with Alex in the role of CEO and Jonathan's appointment, the board is well resourced to take the Company forward.

In all our activities we give due consideration to laws and regulations, the provisions of the Code, the requirements of the UK Listing Authority's Listing, Prospectus and Disclosure Guidance and Transparency Rules and any other applicable rules, as appropriate.

Richard Cranfield

Chair, Nomination Committee

16 December 2020

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 73

GOVERNANCE continued

Governance

Committee membership during the year

The members of the Nomination Committee at 30 September 2020 were:

	Name	Date of appointment
	Richard Cranfield (Chair with effect	1 August 2019
	from 3 December 2019)

	Victoria Cochrane	28 September 2018

	Christopher Munro	2 February 2018


	Alexander Scott	2 March 2020

Role of the
Nomination Committee
The role and responsibilities of the
Nomination Committee are set out in
its terms of reference which can be
found at www.integrafin.co.uk/
corporate-governance.
Composition of the

Nomination Committee
In adherence with the Code,
the majority of members of the
Nomination Committee are independent
non-executive directors. The Chair of
the board chairs the Committee.
However, he does not chair when the
Committee is dealing with nominating
a successor to the Chair.
The Group also provides initial and
ongoing training for Committee
members, to support them in carrying
out their duties effectively. This is
delivered by in-house technical staff,
through the attendance at formal
conferences as required, and an
in-house training programme.

74 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Area of focus	Work conducted
Board	▪ Considered the independence of the non-executive
appointments	directors and made recommendations to the board.

External	▪ Independent Audit conducted external evaluation of the
evaluation of	board. They interviewed all board members and some
the board	senior managers and attended board and Committee
	meetings. A written report was provided to the Chair,
	which was shared with the board and actions were agreed.

Succession	▪ In light of the implementation of the 2019 Succession
planning	Plan, reviewed the skills, experience, expertise and
	composition of the new board with a view to
	recommending to the board, succession plans for the
	board and senior management team.

Diversity	▪ When reviewing the composition of the board, considered
	the diversity of board members.
	▪ The gender diversity of the board and senior management
	is on page 51.
	▪ The board acknowledges that we have not met the targets
	set out in the Hampton Alexander or the Parker review
	and is proactively reviewing the subsidiary boards.
	▪ It is the board's policy that new appointments to any
	board are made on merit, taking into account the different
	skills, industry experience, independence, knowledge and
	background required to achieve a balanced and effective
	board; and
	▪ In identifying suitable candidates for appointment to the
	board, the Committee will consider candidates on merit
	against objective criteria and with due regard for the
	benefits of diversity on the board.
	▪ No appointments have been made to the board this year,
	however the Committee has reviewed the diversity of the
	board following the changes to executive roles and the
	recent resignation of Ian Taylor and is considering the
	composition of the board in the context of age, gender,
	education and experience.
	▪ Future appointments will be considered in the context of
	this information.

Composition of the board

The board membership comprises a mix of long-standing and more recent appointments who collectively deliver a balance of historical knowledge and industry experience.

Age profile of the board

50-5555-60

60-6565-70

70+

Tenure of the board

0-3 years 3-6 years

9-12 years 18-21 years

Committee self-evaluation

The Nomination Committee did not conduct a self-assessment of its own effectiveness because the board undertook an external evaluation which involved a review of the manner in which the committee escalated matters to the board. The committee has considered the findings of the external evaluator and will be agreeing any enhancements with the board.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 75

GOVERNANCE continued

DIRECTORS' REMUNERATION REPORT

Statement by the Chair of the Remuneration Committee

On behalf of the board, I am pleased to present the Directors' Remuneration Report for the year ended 30 September 2020.

We were delighted to receive a vote of 96% for our remuneration report at the 2020 AGM.

Since the 2019 report, Transact has continued to grow despite the effects of the COVID-19 pandemic and, as at 30 September 2020, has 192,000 client investment portfolios, £41.09 billion of funds under direction and 487 staff across the Group companies.

We continue to retain a loyal work force, with more than 29% of our staff having 10 years' service or more.

It remains one of our key principles to create, maintain and improve value provided to our principal stakeholders

customers, shareholders and employees. Whenever possible we are committed to sharing profits between all three of these stakeholders, and we believe all three should benefit from any of the Group's activities.

Against this background we take a very distinctive approach to remuneration. The key features of our reward framework are as follows:

Base salary - Our remuneration is structured so the level of base salary represents a sufficiently high proportion of the total remuneration, so employees are not required to maximise their income through significant variable remuneration awards.
Relatively modest additional incentives - Above basic salary, our maximum total additional incentive opportunity is only 100% of salary per annum. Ordinarily, we do not

expect total annual variable remuneration awards to exceed 65% of salary.

Distinctive approach to performance measurement - We do not have mechanical performance targets which apply to variable pay awards, because we believe that applying formulaic measures can lead to undesirable behaviours and/ or outcomes. Instead, the Committee exercises independent judgement and discretion when authorising remuneration outcomes, taking into account the Company and individual performance. Our performance measurement framework considers at least four "quantitative anchors"
- financial performance, stakeholder outcomes, risk, regulation and ESG, and strategy delivery.
Alignment with wider workforce
- Our approach to remuneration for executive directors is consistent with that for all employees. Our incentive structure is aligned across the workforce and all employees are made awards under the same performance framework. The pension policy for executive directors is equivalent to that of the workforce and at 2% for the CEO and 2% for Jonathan, the actual employer pension contributions made in respect of executive directors are well below the 9% of salary contribution available to all- employees. Employees (including the executive directors) may elect to sacrifice their remuneration and receive additional employer contributions. Our current pension arrangements therefore align with the new Code.
Share ownership - Our executive directors are significant shareholders in the Company and all UK and Isle of Man based staff with the required accrued service are invited to become shareholders by way of the all staff Share Incentive Plan (SIP) which we are delighted to report,

76 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

during financial year 2020, has once again had a 100% uptake for Free Shares and has had an 87% uptake for Partnership and Matching shares.

The Group operates a parallel plan for our Australian employees who are not eligible to join the HMRC approved plan. The Company also operates a discretionary deferred bonus share option scheme which is open to all employees, at the discretion of the Committee or the CEO. In financial year 2020 awards were made to all members of the management team in the UK, Isle of Man and Australia.

In summary, we believe in simple and transparent reward linked to Group success and personal performance and delivered in a way that does not drive undesirable behaviours or encourage excessive risk taking:

The Group's deferred bonus Performance Share Plan has a maximum award opportunity of 33% of salary.
We do not operate a long-term incentive plan, as we believe that applying formulaic measures can lead to undesirable behaviours and/ or outcomes.
For executive directors, we reference performance against four key areas
- financial performance, stakeholder outcomes, risk, regulation and ESG, and strategy delivery, taking a holistic approach to reviewing performance.
We operate an HM Revenue & Customs tax-advantaged SIP for UK and Isle of Man employees, as well as a parallel scheme for our Australian employees.

We believe our distinctive approach to remuneration supports both the objectives of the Group, our shareholders and our other stakeholders and is aligned to the key principles shared between us.

Application of the Directors'

Remuneration Policy

The Directors' Remuneration Policy (the Policy), as set out on pages 60 to 76 of the Annual Report and financial statements for the year ended 30 September 2018, was approved at the Company's Annual General Meeting (AGM) held on

21 February 2019. The Policy will remain in force until the AGM in 2022, unless the board proposes a new policy for shareholder approval.

We were delighted to welcome Alexander Scott into the role of CEO and to welcome Jonathan Gunby (IFAL CEO) to the board as executive director. Ian Taylor who had previously held both CEO positions stepped down from these roles, but continued as an executive director. The Committee considered proposals for the remuneration to reflect their new responsibilities, further details of which are set out in this report.

The Company achieved strong financial results despite the COVID-19 pandemic, with an increase in profit before tax of £5.4 million (11%). Directors' salary and bonus awards were made in accordance with the Policy. Salary increases were in line with the payrise awarded to all staff at 3% for Alexander, Ian and Jonathan, compared to the 3% payrise awarded to all those UK and IoM based staff who were eligible for an award. Directors' bonuses were awarded within the parameters of the Policy. Alexander was awarded a cash bonus of 32% and a bonus award deferred into shares of 31%. Jonathan was awarded a cash bonus of 32% and a bonus award deferred into shares of 31%. Ian was awarded a cash bonus of 30% and a bonus award deferred into shares of 30%. Michael Howard did not receive

a bonus.

In making these awards, the Remuneration Committee considered the quantitative anchors and in particular the financial performance of the Company over the financial year, the delivery of the business strategy, the impact of the reduction in charges to clients and maintenance of staff engagement, as evidenced by the stable turnover levels.

Ian has recently announced his retirement from the board, with effect from the end of February 2021. I would like to extend my thanks to Ian for his contribution and I wish him well in his retirement. Details of all executive directors' remuneration can be found on page 84 of this report.

Chris Munro

Chair, Remuneration Committee

16 December 2020

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 77

GOVERNANCE continued

DIRECTORS' REMUNERATION

POLICY

The Directors' Remuneration Policy was approved by ordinary resolution at the Company's AGM held on

21 February 2019 and can be found on pages 61 to 71 of the Company's Annual Report and financial statements for the year ended

30 September 2018, which is available at www.integrafin.co.uk/

annual-reports/

A summary of the policy is provided below.

Policy table

Element	Link to Strategy	Operation	Opportunity	Performance
				Measures

Salary	The purpose of the	Base salary is reviewed annually.
	base salary is to attract
	and retain executive
	directors with the
	necessary skills,
	experience and
	expertise.

There is no overall	None
maximum monetary
opportunity or cap on
annual increase. Directors'
salary increases will
normally be in line with
salary increases awarded to
other staff.
Increases will take into
account a number of factors
including, but not limited to,
the scale of the role and the
individual's experience.

Benefits The purpose of the Company's staff benefits arrangements is to attract and retain executive directors and employees with the necessary skills, experience and expertise and to support their wellbeing.

The Company offers a Death in	There is no maximum	None
Service scheme with benefits set at	monetary value.
four times base salary.
The Company also offers all employees
and their families the opportunity to
participate in a private medical
insurance scheme. The executive
directors have all participated in
the plan.
Other benefits may include buying
and selling of holiday, season ticket
loans, child care vouchers and
discounts on local retailers, eye tests
and discounts for those with portfolios
on the Transact platform. The benefits
provided may be subject to minor
amendment from time to time by the
Committee within this policy.
The Company provides overnight
accommodation to the CEO during
the week.
In appropriate circumstances benefits
may include relocation and tax
equalisation.

78 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Element	Link to Strategy	Operation	Opportunity	Performance
				Measures

Pension The purpose of the employer contribution to pension arrangements is to attract and retain directors for the long term and to contribute to retirement income.

Contributions are by way of a defined contribution to the Group's contractual enrolment pension arrangement and by way of employer matching contributions to a salary sacrifice personal pension arrangement.

The maximum company	None
contribution is in line with
that of the wider workforce.
The maximum contribution
is 17.14% of salary.
In line with our approach
for all employees, executive
directors may choose to
sacrifice an element of their
annual bonus into the Group
pension. The Company
wide policy (applied to all
employees) is that in these
circumstances a minor
uplift is made to reflect the
benefit of the NI saving to
the employer.

Annual The purpose of the cash bonus and bonus is to reward staff

deferred by reference to the bonus plan financial success of the

Group with an adjustment for individual performance.

The purpose of the deferred bonus is to support long-term retention of senior staff and alignment with share price performance.

Cash bonus and deferred awards are considered annually after the end of the financial year.

All bonus awards to executive directors are made at the discretion of the Committee. The Committee retains flexibility to determine each year the proportion in cash and the proportion as deferred shares.

Where awarded, vesting of the deferred bonus awards will usually be on the third anniversary of the grant date.

Dividends do not accrue on the shares that are the subject of the awards.

In circumstances of significant individual misconduct or poor Group performance the Committee has the right to reduce or withhold the deferred bonus award and has limited rights to recover deferred bonus awards already made.

The overall maximum limit in respect of the total annual bonus is 100% of salary. However this level of award would only be made in exceptional circumstances.

Deferred bonus awards would normally be made under the Performance Share Plan rules, where awards are capped at 33% of base salary.

Performance is assessed within a framework which includes consideration of:

Profitability
Customer
Risk and Regulation
Strategy delivery

Individual performance is also considered.

There are no prescribed targets. Instead, the Committee considers qualitative and quantitative actual performance within the above performance framework.

All employee	The purpose of the SIP	Executive directors are eligible to
share plan	is to align the interests	participate in the all-employee share
	of all employees -	incentive plan (SIP) in place on the
	including executive	same terms as all employees. The
	directors - and	scheme is operated in line with HMRC
	shareholders.	guidance.

The SIP is subject to the limits set by HMRC from time to time.

None

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 79

GOVERNANCE continued

Chair and Non-Executive Directors

Approach to Fees	Operation	Opportunity	Other Items

To attract non-executive directors with relevant experience to ensure the appropriate balance on the board and the effective management of the Company.

Non-executive director fees are reviewed annually. The review is by reference to the time commitment and responsibility of the role and will not necessarily result in an increase.

The fee for the Chair of the board will be recommended to the board by the Committee. The fees for non-executive directors will be determined by the Chair and the CEO.

None of the non-executive directors, including the Chair, is eligible for performance related remuneration or share awards.

There is no maximum fee.

The fees are subject to maximum aggregate limits, as set out in the Articles of Association (£1,500,000).

The Company reimburses reasonable expenses incurred by the Chair and non-executive directors in the performance of their duties. This includes (but is not limited to) travel expenses and tax thereon.

80 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

ANNUAL REMUNERATION REPORT

Committee membership during the year

The members of the Remuneration Committee at 30 September 2020 were:

Name	Date of appointment
Christopher Munro (Chair with effect	19	January 2018
from 2 March 2020)

Neil Holden	19	January 2018

Richard Cranfield	11	December 2019

Role of the

Remuneration Committee

The purpose of the Committee is to review, set and agree aspects of the overall remuneration policy and strategy for the Group and the total compensation package for certain officers and employees within the Group. It does so with a view to aligning remuneration with the successful achievement of the Group's long-term objectives while taking into account the Code, relevant regulatory requirements, market rates and value for money.

The Group monitors the list of employees who are considered to be Code Staff by reference to the FCA Remuneration Code. To the extent that the Committee does not approve the remuneration of Code Staff individually, the Committee considers whether the total reward for each Code Staff employee remains compliant with the provisions of the Remuneration Code. The Committee is also responsible for reviewing a remuneration policy statement (RPS) prepared by IFAL setting out how the UK regulated companies within the Group comply with UK regulatory requirements on remuneration.

In all its activities, the Committee gives due consideration to laws and regulations, the provisions of the Code, the requirements of the UK Listing Authority's Listing, Prospectus and Disclosure Guidance and Transparency Rules and other applicable rules, as appropriate, and to shareholder feedback.

Composition of the

Remuneration Committee

Since our last annual report the board has appointed Richard Cranfield, the non-executive Chair of the Company, to the Committee.

The Committee ensures that members take individual responsibility for identifying training appropriate to their needs and for keeping appropriate records of such training. Each Committee member provides copies of their training record to the Company Secretary annually and undertakes all regulatory training requested by the Group.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 81

GOVERNANCE continued

Committee meetings and attendance

The Remuneration Committee meets at least twice annually and more frequently when required. The Committee has met four times during this financial year. Attendance by each member of the Committee as at 30 September 2020 is set out in the board and committee attendance table on page 64 of this report.

Only members of the Committee have the right to attend Committee meetings. However, other individuals such as the CEO, directors of subsidiaries, the Company Secretary, the Group Counsel, the Head of Human Resources and external advisers may be invited to attend for all or part of any meeting.

The Committee's work throughout the year

The Committee has performed its duties with a view to aligning remuneration with the successful achievement of the Group's long-term objectives while taking into account the Code, relevant regulatory requirements, market rates and value for money.

The Committee has undertaken the following this financial year:

Area of focus	Work conducted
Governance	▪ Reviewed the Committee Terms of Reference to ensure
	their continuing appropriateness.
	▪ Considered the provisions of the Code and its application.

Awards	▪ Reviewed the appropriateness of the proposed annual
	staff pay award by reference to the RPS and the
	Remuneration Policy.
	▪ Approved the proposed remuneration for the executive
	directors and senior managers.
	▪ Considered the proposed remuneration of the new CEO
	upon appointment.
	▪ Considered the proposed remuneration of the new
	executive director upon appointment.
	▪ Considered the proposed adjusted remuneration for the
	outgoing CEO upon his stepping down from the role.
	▪ Considered the appropriateness of remuneration for
	Code staff and the staff pay and bonus awards.
	▪ Reviewed and approved the making of PSP awards to
	executive directors and senior managers.
	▪ Approved the grant of the 2019 Free Share Award.

Committee self-evaluation

The Remuneration Committee did not conduct a self-assessment of its own effectiveness because the board undertook an external evaluation which involved a review of the manner in which the committee escalated matters to the board.

The committee has considered the findings of the external evaluator and will be agreeing any enhancements with the board.

82 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

UK Corporate Governance Code

- Provision 40

When developing the proposed Remuneration Policy and considering its implementation, the Committee was mindful of the UK Corporate Governance Code and considers that the executive remuneration framework appropriately addresses the following considerations:

Area of focus	Work conducted
Clarity	Our distinctive approach to remuneration supports the
	strategic objectives of the Company, and we seek to
	communicate with stakeholders, shareholders and
	employees in a clear and transparent way.

Simplicity	We consider that our remuneration framework is simple
	and effective. Our incentive framework comprises only a
	cash bonus award and a deferred share bonus award.

Risk	We believe our distinctive approach to performance
	measurement supports appropriate consideration
	of risk management and a long-term view of the
	business. The annual bonus rewards performance against
	four quantitative anchors for the business, ensuring a
	holistic view of business performance.

Predictability	The maximum opportunities are outlined in the
	Remuneration Policy. Taking into account our more modest
	approach to incentives, total remuneration is more
	predictable in comparison with other listed companies.

Proportionality	Executive director remuneration is modest compared to
	practice in other listed companies, and our approach is
	aligned with that of the wider workforce.

Alignment to	Our approach to remuneration for executive directors is
culture	consistent with that for all employees. Our incentive
	structure and pension policy is aligned across the
	workforce. We consider that our approach is fully aligned
	with our culture.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 83

GOVERNANCE continued

Remuneration 'at a glance'

Element	Operation	Out-turns 2020 and implementation in 2021

Base salary	▪ Increases will take into account a	The salary increase awarded was 3% for the CEO and 3% for the
	number of factors including the scale of	two UK executive directors which was in line with the UK and IoM
	the role and the individual's experience	workforce increase of 3%.
	and wider workforce increases.	Salary with effect from 1 June 2020:

		▪ Alexander Scott: £422,300
		▪ Jonathan Gunby: £417,108
		▪ Ian Taylor: £278,100
Benefits1	▪ Includes, for example, death in service	Benefits for Alexander Scott, Jonathan Gunby and Ian Taylor
	and private medical insurance.	comprise private healthcare.
		Overnight accommodation in London was provided for Ian Taylor,
		save for the duration of the COVID-19 stay at home advice.

Pension

Annual bonus and deferred bonus award of shares

All employee share incentive plan

The pension provision is equivalent to that of the wider workforce.
The executive director's current pension arrangements are lower than those of the workforce.
Total maximum opportunity is 100% of salary.
The Committee retains flexibility to adjust the balance between cash and deferred bonus awards.
The deferred bonus awards will usually vest on the third anniversary of the grant date.
Deferred bonus awards granted under the Company's PSP are subject to malus and clawback provisions as described below.
The plan is operated in line with
HMRC guidance.

Alexander Scott received a £7,000 pension contribution (2%). Jonathan Gunby received a £7,000 pension contribution (2%). Ian Taylor elected not to receive a pension contribution.

Ordinarily, we do not expect awards to be in excess of 65% of salary.
The Committee uses judgement and discretion when determining outcomes under the annual bonus and deferred bonus awards.
Outcomes are made by reference to the four quantitative anchors - financial performance; stakeholder outcomes; risk, regulation and ESG, and strategy delivery.
For 2020 Alexander Scott was awarded a cash bonus of 32% and a bonus award deferred into shares of 31%. Jonathan Gunby was awarded a cash bonus of 32% and a bonus award deferred into shares of 31% and Ian Taylor was awarded a cash bonus of 30% and a bonus award deferred into shares of 30%.

Executive directors are eligible to participate in the all-employee SIP on the same terms as all employees.

1 Directors are entitled to receive an employee discount on platform charges, in line with all employees.

84 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

2020 remuneration outcomes for our executive directors (audited)

							Total
							remuneration
Alexander Scott, CEO
Fixed - £372k	Cash bonus - £135k	Deferred bonus - £132k	£639k

Ian Taylor, Executive Director
Fixed - £367k	Cash bonus - £83k	Deferred bonus - £85k	£535k

Jonathan Gunby, Executive Director
Fixed - £367k	Cash bonus - £134k	Deferred bonus - £130k	£631k

Statement of voting at the AGM
The Company remains committed to
ongoing shareholder dialogue and takes
a close interest in voting outcomes.
The following table sets out voting
outcomes in respect of the resolutions
relating to approving directors'
remuneration matters at the Company's
AGM on 21 February 2020:
Year	Resolution	Votes for/ % of vote	Votes	% of vote	Votes
		discretionary		against		withheld
2020	Approve the Remuneration Policy	190,331,885	96.47	6,967,430	3.53	4,682,400
2019	Approve the Remuneration Report 182,738,516	97.98	3,768,710	2.02	307,516

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 85

GOVERNANCE continued

How the Policy was applied in 2020
Summary of total remuneration - executive directors (audited)
		Gross			Total					Total
		Basic			fixed					variable
		Salary	Benefits	Pension	pay	Annual Bonus	LTIP	Other2	pay	Total
						Cash	Deferred
						bonus	shares
Director	Year	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000	£'000
Alexander	2020	356	1	7	364	135	132	0	8	275	639
Scott	2019	263	1	10	274	81	82	0	7	170	444

Ian	2020	331	281	0	359	83	85	0	8	176	535
Taylor	2019	400	471	5	452	164	128	0	7	299	751

Jonathan	2020	351	1	7	359	134	130	0	8	272	631
Gunby	2019	-	-	-	-	-	-	-	-	-	-

Michael	2020	0	0	0	0	0	0	0	0	0	0
Howard	2019	0	0	0	0	0	0	0	0	0	0

Benefits for Ian Taylor were £27,553 for 2020 and £46,945 for 2019 Benefits for Alexander Scott were £665 for 2020 and £630 for 2019 Benefits for Jonathan Gunby were £665 for 2020
The difference is the value of overnight accommodation for Ian Taylor.
Other remuneration relates to Share Incentive Plan awards and the employee discount on platform charges.

Michael Howard receives nil remuneration from the Group, but his employer, ObjectMastery Services Pty Ltd, receives a fee of AUD 80k for his executive appointment to IAD Pty, a company within the Group.

86 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Base salary (audited)

Alexander was appointed to the role of CEO on an equivalent salary to Ian, with a subsequent 3% salary increase which was in line with the company wide pay review.

Ian's salary was adjusted downwards to reflect the change in his role and responsibilities. The basic salary for Jonathan was set taking into account his new role and responsibilities. These adjustments resulted in the following changes to the annualised salary figures:

Director	Basic	Salary
	annual	effective
	salary as	as at
	at 1 June	1 June
	2020	2019
	£'000	£'000
Alexander	422	270
Scott
Ian	278	410
Taylor
Jonathan	417	265
Gunby

Benefits

Ian is entitled to overnight accommodation in London during the working week. Otherwise, executive directors do not receive any benefits which are not available to all employees. Benefits for the executive directors comprise private health care and an employee discount on platform charges, in line with all employees.

Incentives

The Group has a distinctive culture focused on our principal stakeholders

customers, shareholders and employees. Our incentive structure has been developed to support this culture:

Alignment across all staff -
All staff are eligible for an annual cash bonus award. Our incentive structure is aligned across the workforce and all employees are made awards under the same performance framework.
Modest incentive opportunity
- Our maximum total variable remuneration opportunity for executive directors is only 100% of salary, and ordinarily in practice we do not expect awards to exceed
65% of salary.
Deferred bonus awards - Part of the incentive award is in cash and part of it is in shares through deferred bonus awards. We maintain flexibility on the proportion of each award. Deferred bonus awards is our preferred long-termalignment mechanism as we do not operate a long-termincentive plan because we believe long-termtargets have the potential to drive inadvertent behaviours.
Our performance framework is also distinctive - We do not set predefined targets. Instead, the
Committee considers qualitative and quantitative actual performance against at least four 'quantitative anchors':
- Financial performance - Stakeholder outcomes
- Risk and Regulation (including Environmental Social and Governance)

- Strategy delivery

We also consider individual performance.

Within these broad categories,

the Remuneration Committee considers a wide variety of management information available to the board and its committees. The Committee is not constrained by particular metrics as these can change year on year. The essence of the process is to use the quantitative anchors to arrive at a balanced judgement as to whether an award is warranted and, if so, at what level.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 87

GOVERNANCE continued

Annual bonus (cash and deferred share) awards for financial year 2020 (audited)

Director		Cash award	Deferred award

Alexander Scott	£135k	32% of salary	£132k	31% of salary

Ian Taylor	£83k	30% of salary	£85k	30% of salary

Jonathan Gunby	£134k	32% of salary	£130k	31% of salary

The cash and deferred award percentages are by reference to the basic salary on 30 September 2020. This is aligned to the approach taken for all employees.

The bonus for Alexander is recommended by the board Chair. The bonus for Ian and Jonathan are recommended by Alex.

The Remuneration Committee members considered detailed information which covers factors such as financial performance, risk, compliance, conduct, internal controls, client and client adviser metrics, and delivery of strategy.

This year, as in past years, the Committee reviewed the board Chair's and the CEO's proposals in that context, and considered whether the executive directors had delivered appropriate stakeholder, financial and strategic performance, whilst also managing risk and maintaining internal controls.

Each year the Committee refers to the quantitative anchors described previously to frame that discussion and challenge. The approach to performance assessment is part of our distinctive approach to incentives, with relatively modest incentive opportunity and a structure which is aligned across the workforce.

The Committee believes that applying formulaic measures and targets can lead to inadvertent behaviours and outcomes which are not in the interests of long term sustained performance. Instead, the Committee exercises independent judgement and discretion when considering remuneration outcomes.

For 2020, the assessment of whether cash and deferred bonus awards were justified was informed by the following metrics and performance in the year:

88 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Quantitative anchor (metrics and performance)

Financial ▪ Well managed costs and headcount in a challenging market.

performance ▪ Financial performance was delivered against both original and adjusted forecasts despite effects of COVID-19 global pandemic and impact on stock markets.

Dividend flow and distributable reserves/regulatory capital from subsidiaries to support group dividend managed effectively.
Improved financial performance in other metrics (net inflows, earnings per share, expense ratio, profit margin, share price and market cap) has also been delivered.
Forward looking projections indicate that the Company is well placed to sustain performance over the coming year taking into account stress-tested scenarios regarding the uncertainty of the ongoing impact of COVID-19.

Stakeholder Clients and Advisers

outcomes ▪ Market share of gross inflows remained above 12% and net flows make up approximately one fifth of the market.

Net promoter score increased in the year and at 61% is the highest of all platforms.
The Group received the 5* Investment award in the Financial Adviser Service Awards.
Topped the Platforum User Leaderboard in September 2020.
Achieved top position in both the CoreData Investment Platform Study and the Investment Trends
UK Adviser Technology & Business Report for the eleventh year running.
Introduced Upload Document tool in response to demand for paperless processes during COVID-19 pandemic.

Employees

Employees remain loyal and committed to the organisation with over 45% having service of more than 5 years and over 29% having service of more than 10 years.
100% of eligible employees took up the SIP free share award and 87% took up the Partnership Share award.

Shareholders

The Company has distributed dividends in accordance with its dividend policy.

Suppliers

The Group settled 90% of its invoices within 30 days of receipt.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 89

GOVERNANCE continued

Risk and	▪ Remote working solution implemented whilst sustaining regulatory compliance in order to adapt to
regulation	the impact of the COVID-19 pandemic.
and ESG	▪ Maintained capital liquidity and operational resilience during alternative working arrangements and

	economic pressures related to the COVID-19 pandemic.
	▪ Ongoing engagement with the FCA, the PRA and the IoM FSA regarding sustainability during
	COVID-19 pandemic.
	▪ Complaint and error and fraud rates are low and stable.
	▪ Internal Audit programme completed.
	▪ Risks including regulatory compliance have been managed within appetite and minor risk appetite
	breaches have been promptly identified and addressed.
	The above achievements are also underpinned by the following:
	▪ The Company has undertaken an external evaluation of the board with no significant areas of
	concern identified.
	▪ The Group has shown appropriate adherence to internal, legal and regulatory policies, laws and
	rules and board reports demonstrate appropriate understanding and implementation of regulatory
	change projects.
	▪ Monitoring, auditing and other assurance activities demonstrate appropriate attention to
	maintaining the internal control environment.
Strategy	▪ Significant improvement in online platform functionality, widening the scope of the online offering
delivery	for clients and their advisers.
	▪ Enhanced resilience of core platform and associated services.
	▪ Growth in both the number of advisers and clients whilst improving efficiency.
	▪ Continuing with the "matchmaking service" for advisers and collaboration with a third party lender
	where finance is required.

Based on a holistic assessment of Group performance, including consideration of the 2020 outcomes set out in the quantitative anchors table above, and individual performance, the Committee granted Alexander, Ian and Jonathan the cash bonus and deferred bonus awards set out on page 85.

The deferred bonus award will be granted following the announcement of the Group's annual results. Awards will vest after three years and will be subject to malus and clawback provisions as detailed in the Remuneration Policy. In certain circumstances the Committee has

the right to reduce or withhold the deferred bonus award. This includes but is not limited to where there has been a material misstatement and/or significant downward revision in the financial results, where the calculated number of shares awarded to an individual director is determined to be too high, or where the

Award Holder has engaged in misconduct justifying the director's summary dismissal.

90 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

How the Committee's discretion was applied

In determining the award for the CEO, the Committee considered the performance of the Group in difficult market conditions, in particular the effects of the COVID-19 pandemic and the extent to which the Group met its strategic objectives.

The Committee weighed up the performance of the Company in 2020 and the future projections in 2021 in the context of the COVID-19 pandemic and considered whether the awards were sustainable given the projections. The Committee concluded that the Company delivered its objectives for the year and that based on a review of performance in the year, the award was appropriate.

The Committee also sought assurance that the recommendations were made in accordance with a balanced view of future profitability and in the interests of all stakeholders, not just based on backward looking performance. The Committee concluded that payment of the award was sustainable in light of the forward looking projections and the forecast performance of the Company over the coming year.

In the light of these factors,

the Committee is satisfied that the performance of the CEO and the Group as a whole justifies an overall award of 63%.

LTIPs

In line with the Group's approach to remuneration, no awards will be made to executive directors that are dependent on performance conditions relating to more than one year and no such award was made in financial year 2020.

SIP

Executive directors are able to participate in the SIP. The board may make an award to participants of Free Shares up to the value of 3% of salary or £3,600 (whichever is lower) and may permit participants to subscribe for Partnerships Shares up to the value of 1.5% of salary or £1,800 (whichever is lower). For every Partnership Share purchased,

two Matching Shares were awarded. The £3,600 and £1,800 limits are set by applicable legislation and will be revised automatically in the event of any changes to the legislation.

During financial year 2020, the maximum SIP award was granted to qualifying employees (including Alexander, Ian and Jonathan).

The Partnership and Matching Share Award was made on an evergreen basis and therefore all qualifying employees will be able to continue to participate in the plan unless it is revoked by the Committee. Based on the Group's performance in 2020 the board has not revoked that award. The board has considered the Group's performance in financial year

2020 and, with the approval of the Remuneration Committee, has approved the making of a further maximum SIP Free Share award to qualifying employees (including Alexander, Ian and Jonathan) when the company is not in a closed period. This will be following the announcement of the Group's financial results.

Pension contributions

Pension contributions for Alexander, Ian and Jonathan are currently made by reference to the relevant personal allowance. In the 2020 performance year the employer's pension contribution for Alexander was £7,000 and for Jonathan was £7,000. Ian elected not to receive any employer's pension contributions.

In line with our remuneration principles, pension contributions for executive directors are aligned with those available to the wider workforce.

The minimum employer contribution available to all-employees in 2020 was 9%. For employees other than executive directors the Group has made contributions to personal pension arrangements for those employees who have sacrificed salary. Whilst this benefit is available to executive directors, none of the current executive directors has sacrificed salary.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 91

GOVERNANCE continued

Percentage change in remuneration of directors compared to the average employee

The table below shows the percentage movement in the salary, benefits and annual bonus for the directors compared to that for the average Group employee from FY2018 to FY2019 and FY2019 to FY2020.

	Salary and fees	Benefits		Annual bonus
Director	2019	2020	2019	2020	2019	2020

Alexander Scott

Ian Taylor

Jonathan Gunby

Mike Howard

Caroline Banszky

Robert Lister

Christopher Munro

Neil Holden

Richard Cranfield

Victoria Cochrane

Average employee

The SIP scheme is provided to all staff, including executive directors, and is not included above.

3.8%	56.4%	0.0%	0.0%	(9.4%)	63.8%
3.8%	(32.2%)	(3.0%)	(41.4%)	(9.9%)	(42.5%)
n/a	n/a	n/a	n/a	n/a	n/a
n/a	n/a	n/a	n/a	n/a	n/a
119.1%	0.0%	n/a	n/a	n/a	n/a
n/a	0.0%	n/a	n/a	n/a	n/a
25.8%	(30.0%)	n/a	n/a	n/a	n/a
0.0%	0.0%	n/a	n/a	n/a	n/a
n/a	0.0%	n/a	n/a	n/a	n/a
0.0%	0.0%	n/a	n/a	n/a	n/a
3.6%	2.9%	26.8%	5.5%	1.1%	12.8%

Notes to the table:

Ian Taylor stepped down from the role of CEO to become a director of IHP in March 2020, and Alexander Scott took on the role of CEO in March 2020.

Ian Taylor received a lower annual bonus in 2020 as a result of the reduction of his basic salary, following stepping down as CEO and his accommodation costs were reduced during the work from home requirements due to COVID-19.

Jonathan Gunby was appointed in 2020 and there is therefore no comparable data for 2019.

Michael Howard receives nil remuneration from the Group.

Chris Munro was appointed to interim chair in 2019 and then stood down from this position in 2020.

The change in salary for the directors is based on the salary as at 30 September for each financial year.

The average staff annual cash bonus was 19% in 2020, compared to 18% in 2019. Some employees received a deferred share bonus award.

The table does not include salary and benefits movement for Australian employees as their employment benefit package differs from the UK staff package in recognition of different compensation and benefit rules in Australia. It has therefore been deemed inappropriate to include their remuneration in this comparison.

92 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

CEO pay ratio table

The following table sets out the ratio of the CEO's pay to each of the Group's median, lower quartile and upper quartile pay for UK employees.

Financial year	Method	25th	Median	75th
2020		Percentile	Pay Ratio	Percentile
		Pay Ratio		Pay Ratio
Salary	Option A	17:1	13:1	9:1

Total remuneration	Option A	18:1	15:1	10:1

The salary and total remuneration
ratios above are based on the
following figures:
Financial year	CEO*	25th	Median	75th
2020		Percentile	Pay Ratio	Percentile
		Pay Ratio		Pay Ratio

Salary	414,100	31,400	39,717	55,300

Total remuneration	718,922	42,515	54,176	76,550

*CEO figures are based on the salary and total remuneration of Alexander Scott and Ian Taylor for the period for which they were each CEO.

The CEO pay ratios were calculated using 'Option A', set out in the Companies (Miscellaneous Reporting) Regulations 2018. Under this method, the full pay and benefits of each UK employee were used to identify those employees that represented the Group's median, lower quartile and upper quartile pay for UK employees. The full pay and benefits of these employees were then used to calculate the ratios as at 30 September 2020. The Group elected to use Option A as its method of calculation as it felt that using the full pay and benefits of all employees was the most accurate method of identifying those employees that represented the Groups' mean median, lower quartile and upper quartile pay for UK employees.

To determine the full time equivalent pay and benefits of non-standard workers, part-time workers' remuneration was grossed up to the equivalent full time pay.

Executive director remuneration compared to wider workforce

Our approach to remuneration for executive directors is consistent with that for all employees.

Incentives - our incentive structure is aligned across the workforce and all employees are made awards under the same performance framework.
For more senior employees a portion is deferred into shares.
Pension - for all employees the maximum company contribution available in financial year 2020 was
15.2%. Whilst executive directors are eligible to receive the same level as (but no more than) all employees, the pension currently provided to executive directors is less than 2% of salary, considerably lower than the pension provided to the workforce.

SIP - all-employees receive SIP shares based on Company performance. This year the maximum of 3% of salary (up to a maximum of £3,600) was awarded, with additional partnership and matching shares available.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 93

GOVERNANCE continued

Relative importance of spend on pay

The following table sets out the percentage change in profit, dividends paid and overall spend on pay in the year ending 30 September 2020, compared to the year ending 30 September 2019.

	2020	2019	Percentage
	£'000	(restated)	Change
		£'000
IFRS profit after tax	45,484	41,107	11%
Dividends	26,1652	29,8071	-12%3
Employee remuneration costs	30,946	30,233	2%

This figure represents the full year interim dividend for 2018 plus half year interim dividend for 2019, both paid during FY19.
This figure represents one half year interim dividend for 2019 and one half year interim dividend for 2020, both paid during FY20.
Shareholder returns in respect of FY18 were 6.4p per share and in respect of FY19 were 7.8p per share. This represented a percentage change of 22%. Future years will reflect dividends on a like for like basis.

Payments to past directors (audited)

There were no payments to past directors.

Payments for loss of office (audited)

There were no payments for loss of office.

94 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Share awards made during the year (audited)

	Type of interest	Basis on which award	Date of	Face value	Percentage	Number	End
	awarded		made1,2	award	awarded3	receivable	of	of
						for minimum	shares deferral
						performance awarded	period
Alexander Deferred	Conditional	33% salary less award of SIP	19.12.18	£81,896.45	100%	17,797	24.12.22
Scott	bonus	share award Free and Matching shares
	SIP	Free	3% (Free and Matching	02.01.19	£3,599.60	100%	791 (Free)	N/A4
		Shares	shares) of Salary subject to
		Partnership maximum of £3,600 each per	21.01.20	£1,798.56
		Shares	annum pro-rated for the period
		Matching	that the Company was listed	21.01.20	£3,597.12
		Shares	and 1.5% (for Partnership
		Dividend	Shares) subject to a maximum	24.01.20			23
		Shares	of £1,800 per annum	26.06.20			19

Ian	Deferred	Conditional	33% salary less award of SIP	24.12.18 £128,097.52	100%	27,837	24.12.22
Taylor	bonus	share award Free and Matching shares
	SIP	Free	3% (Free and Matching	02.01.19	£3,599.6	100%	791 (Free)	N/A4
		Shares	shares) of Salary subject to
		Partnership maximum of £3,600 each	21.01.20	£1,798.56
		Shares	per annum pro-rated for the
		Matching	period that the Company was	21.01.20	£3,597.12
		listed and 1.5% (for Partnership
		Shares	Shares) subject to a maximum

		Dividend	of £1,800 per annum	24.01.20			23
		Shares		26.06.20			19
Jonathan	Deferred	Conditional	33% salary less award of SIP	24.12.19	£80,249.05	100%	17,439	24.12.22
Gunby	bonus	share award Free and Matching shares

SIP	Free	3% (Free and Matching
	Shares	shares) of Salary subject to
		maximum of £3,600 each
	Partnership per annum pro-rated for the
	Shares	period that the Company
	Matching	was listed and 1.5%
	Shares	(for Partnership Shares)
	Dividend	subject to a maximum of
	£1,800 per annum
	Shares

02.01.20 £3,599.60

100% 791 (Free)

N/A4

21.01.20 £1,798.56

21.01.20 £3,597.12

24.01.20	23
26.06.20	19

Deferred share awards form part of the annual incentive, for which awards were determined based on performance to
30 September 2019.
SIP Free Share awards were determined based on Group performance to 30 September 2019. SIP Partnership and Matching awards are loyalty awards and were granted in January 2020 and will continue unless revoked by the
Remuneration Committee.
The face value of the deferred bonus share award is calculated using average share price from 19 December 2019 to 23 December 2019 which was £4.60. The face value of the Free Shares is calculated using the share price paid by the SIP administrator on the date of purchase which was £4.55. The face value of the Partnership and Matching Share award is calculated using the total number of Partnership and Matching Shares bought on behalf of the relevant individuals during the financial year and an average share price for matching share purchases.
The SIP is operated in line with HMRC guidance.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 95

GOVERNANCE continued

Shareholding requirements and directors' share interests (audited)

No share awards other than the all staff Share Incentive Plan and the deferred bonus Performance Share Plan share award were awarded to executive directors during the financial year.

There are no minimum shareholding requirements in place for the Company's directors.

Director/	1p	SIP	Deferred bonus	Vested but	Options	Shares	Shares
Connected	ordinary	shares	share scheme unexercised	exercised	held at	held at
person	shares		(no performance			30.09.2020	30.09.2019
			conditions)			Total	Total
Alexander	1,148,260	3,780	47,152	0	0	1,199,192	1,179,389
Scott

Ian	12,308,732	208,8801	73,518	0	0	12,591,130	13,057,813
Taylor

Jonathan	836,031	3,780	46,677	0	0	886,488	0
Gunby

Michael	35,538,247	0	0	0	0	35,538,247	50,038,247
Howard

Christopher	1,003,324	0	0	0	0	1,003,324	1,426,324
Munro

Neil	15,000	0	0	0	0	15,000	15,000
Holden

Caroline	7,500	0	0	0	0	7,500	7,500
Banszky

Victoria	0	0	0	0	0	0	0
Cochrane

Richard	10,000	0	0	0	0	10,000	10,000
Cranfield

Robert	6,015	0	0	0	0	6,015	0
Lister

1 Includes 205,100 shares held in the Company's 2005 Share Incentive Plan prior to the IPO

96 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Shareholder return Performance Graph and CEO pay over the same period

This graph shows the Company's total shareholder return performance from Admission to 30 September 2020

The Company has chosen to show total shareholder return against the FTSE250 total return over the same period, as the board considers this to be the most appropriate comparator.

Total shareholder return performance vs FTSE250 since 2 March 2018

IHP vs FTSE250 Total return

Percentage change

250

200

150

100

03/2018

06/2018

09/2018

12/2018

03/2019

06/2019

09/2019

12/2019

03/2020

06/2020

09/2020

IHP		FTSE250 TR

The following table shows the

Chief Executive Officer's remuneration for FY2020:

CEO	CEO single figure	Annual bonus	LTIP vesting
remuneration	of remuneration	payout	out-turn
		(as a % of	(as a % of
		maximum	maximum
		opportunity)	opportunity)

20201	£639k	72%	N/A
2019	£751k	82%	N/A
2018	£769k	83%	N/A

1 The CEO remuneration reflected in the table is for the incumbent CEO at that financial year end.

INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020 97

GOVERNANCE continued

Chair and non-executive director remuneration (audited)

There has been no increase to the remuneration paid to the Chair and non-executive directors during the financial year. In respect of the financial year ending 30 September 2020 the amounts are as follows.

		Fees Expenses
Element of remuneration by director	Year	£'000	£'000
Richard Cranfield	2020	100	1
	2019	27	0
Caroline Banszky	2020	60	0
	2019	60	0
Victoria Cochrane	2020	60	0
	2019	60	0
Neil Holden	2020	60	0
	2019	60	0
Robert Lister	2020	60	0
	2019	16	0
Christopher Munro	2020	70	0
	2019	100	0

De minimis expenses are for reimbursement of extraordinary communication costs and taxable travel expenses grossed up for the tax payable thereon.

ADVISERS

Deloitte LLP ("Deloitte") is retained as adviser to the Remuneration Committee. Deloitte was appointed by the Committee, and the Committee is satisfied the advice provided by Deloitte is objective and independent. Deloitte is a founding member of the Remuneration Consultants Group and voluntarily operates under the Code of Conduct in relation to executive remuneration consulting in the UK.

Deloitte has provided advice in relation to reviewing the Directors' Remuneration Report. For 2020, total fees were £7,400, with fees on a time and materials basis. Deloitte has provided no other services to the Company during the financial year.

In addition to Deloitte, Helen Wakeford, Head of Legal and Company Secretary, has provided material advice and services to the Committee during the year.

98 INTEGRAFIN ANNUAL REPORT YEAR ENDED 30 SEPTEMBER 2020

Attachments

Original document
Permalink

Disclaimer

IntegraFin Holdings plc published this content on 20 January 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 20 January 2021 14:23:02 UTC

Market Closed - London S.E. Other stock markets 11:35:29 2024-04-26 am EDT			5-day change	1st Jan Change
295.5 ^GBX	+1.90%		+2.96%	-2.54%

Apr. 17	BofA cuts Ashmore; JPMorgan lifts Fresnillo	AN
Apr. 16	Integrafin funds under direction rise as hails platform	AN

IntegraFin Holdings plc

Equities

IHP

GB00BD45SH49

Financial Technology (Fintech)

IntegraFin : Annual Report 2020

Latest news about IntegraFin Holdings plc

Chart IntegraFin Holdings plc

Company Profile

Income Statement Evolution

Ratings for IntegraFin Holdings plc

Analysts' Consensus

EPS Revisions

Annual profits - Rate of surprise

Sector Financial Technology (Fintech) (NEC)

	1st Jan change	Capi.
INTEGRAFIN HOLDINGS PLC	-2.54%	1.2B
INTUIT INC.	+1.84%	175B
FIDELITY NATIONAL INFORMATION SERVICES, INC.	+15.86%	40.62B
ADYEN N.V.	+1.11%	38.46B
ROBINHOOD MARKETS, INC.	+40.35%	14.97B
AFFIRM HOLDINGS, INC.	-32.17%	9.71B
FUTU HOLDINGS LIMITED	+21.51%	8.69B
HITHINK ROYALFLUSH INFORMATION NETWORK CO., LTD.	-22.87%	8.24B
PB FINTECH LIMITED	+58.27%	6.78B
STONECO LTD.	-9.32%	4.81B