ifg group plc - london stock exchange...2016/04/14 · ifg group plc 1 annual report and accounts...

2015Annual Report and Accounts

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IFG GROUP PLC IS A FOCUSED FINANCIAL SERVICES COMPANY WITH FULL MARKET LISTINGS IN LONDON AND DUBLIN.The Group provides a range of financial solutions including full platform services, pensions administration and independent financial advice.

www.ifggroup.com

Strategic report 1-33Highlights of the year 1

At a glance 2

Chairman’s statement 4

Business model, Group strategy and KPIs 6

Group Chief Executive’s statement 8

Financial review 12

Operational review – James Hay 16

Operational review – Saunderson House 22

Risk management 26

Corporate social responsibility 31

Governance 34-60Board of Directors 34

Introduction to corporate governance – Chairman 36

Corporate governance statement 37

Risk Committee 42

Audit Committee 44

Remuneration Committee 49

Nomination Committee 55

Directors’ report 57

Financial statements 61-111Independent auditors’ report 61

Consolidated Income Statement 65

Consolidated Statement of Other Comprehensive Income 66

Consolidated Statement of Financial Position 67

Consolidated Statement of Cash Flows 68

Consolidated Statement of Changes in Equity 69

Notes to the consolidated financial statements 70

Parent Company Balance Sheet – Irish GAAP 103

Parent Company Cash Flow Statement – Irish GAAP 104

Parent Company Statement of Changes in Equity – Irish GAAP 105

Notes to the Parent Company financial statements – Irish GAAP 106

Other information 112-118Notice of meeting 112

Shareholders’ information 117

Advisers 118

1 IFG Group plc Annual Report and Accounts 2015

Financial statements Other informationGovernanceStrategic report

71,31665,09663,312

80,000

40,000

60,000

20,000

0 2013 2014 2015

11,64

9

8,49

0

7,882

4,828

9,152

5,40

4

12,000

2,000

7,000

0 2013 2014 2015

8.14

6.0

15.40

0.6

4

6.82

4.6

9

10.00

2.00

6.00

4.00

8.00

0.00 2013 2014 2015

1.80

1.20

1.60

1.40

1.00

Dec

-14

Feb

-15

Mar

-15

Ap

r-15

May

-15

Jun

-15

Jul-

15

Au

g-1

5

Sep

-15

Oct

-15

No

v-15

Dec

-15

Jan

-15

79,19876,71481,469

100,000

40,000

60,000

80,000

20,000

0 2013 2014 2015

Highlights of the year

£71.3m+10%Revenue (£’000)

Total assets under administration and advice

£23.5bn+17%

8.14p+51%Adjusted earnings per share (pence)

Saunderson House Total number of clients

1,809+13%

£1.71+45%Share price movement 2015 (£)

£11.6m+48%Adjusted operating profit (£’000)

James Hay Total number of SIPPs

52,101+20%

James Hay New SIPP sales

12,084+92%

£79.2m+3%Net assets (£’000)

Business highlights

Basic Operating Profit Adjusted Operating Profit Basic EPS Adjusted EPS

Financial highlights


Strategic report

At a glance

SIMPLER BUSINESS PORTFOLIO with sharper focusOur core businesses are James Hay and Saunderson House. The Group has evolved in 2015, with a significant reorganisation of the business portfolio, leading to sharper strategic focus on the two core businesses.

See Operational Review on page 16

A provider of financial advice and investment planning services for high net worth clients.

See Operational Review on page 22

A full-service platform provider, offering multi-class asset administration and retirement services.

IFG Group (‘IFG’ or ‘the Group’) is a financial services provider with full market listings in London and Dublin. The Group provides a range of financial solutions including full platform services, pension administration and independent financial advice.



Revenue

£43.8m+19%

Adjusted operating profit

£9.8m +70%

Key facts – Established in 1979, now with

609 employees – Headquartered in Salisbury with offices

in London and Bristol – Offered the first SIPP product launch

in March 1990 – Ranked the sixth largest platform in 2015 – In-house bespoke technology – Maximum flexibility across 3,700 funds

in the Investment Centre – Administers £19.5 billion of assets for more

than 56,000 clients

Revenue

£27.5m +12%


£5.9m+10%

Key facts – Founded in 1968, now with 152 employees – Based in the city of London – Leading chartered firm of independent

wealth managers – Winner of numerous awards for independent

financial advice and inheritance planning – Advise on £4.0 billion of assets for

1,809 clients

James HayYour platform for retirement wealth planning.

Saunderson HouseYour wealth matters.


Strategic report

4.04 4.04

4.44

2013 2014 2015

5.0

4.5

3.0

3.5

2.5

4.0

2.0

FOCUSED GROUP with strong governance

Chairman’s statement

STRATEGY AND PERFORMANCEHaving divested of non-core businesses in 2014, our focus in 2015 was to invest further in our two core UK businesses, James Hay and Saunderson House, and to deliver long-term growth and value for Shareholders and customers. It is pleasing that in 2015 the management team, supported by the Group Board, delivered on this strategy: growing clients, assets, revenues and profits in both businesses. We also completed the sale of our remaining non-core business, the general insurance brokerage business, ARB, in December 2015.

The Group’s clear strategic focus is delivering material improvement to both core businesses. Assets under administration and advice have grown by 17% from £20.1 billion to £23.5 billion, we added more than 12,000 clients in James Hay and increased the client base in Saunderson House by 13%. Revenue from the two businesses increased by 16% to £71.3 million, and Group adjusted operating profit increased by 48% from £7.9 million to £11.6 million.

Profit attributable to the Equity Shareholders of the parent company was £6.3 million (2014: £0.7 million).

The Group delivered adjusted earnings per share of 8.14 pence (2014: 5.40 pence) and basic earnings per share of 6.01 pence (2014: 0.64 pence).

4.44p+10%Dividend per share (pence)

“ Dear Shareholder I am pleased to announce the results of IFG Group for the year ended 31 December 2015, which was a year of progress and growth, following the restructuring of the Group in 2014.” John Gallagher Chairman



RETURNS TO SHAREHOLDERSThe Group adopted a progressive dividend policy in 2015, which is supported by the Group’s strong balance sheet and cash position. In this regard, the Board is recommending a final dividend of 3.00 pence per share. This, when added to the interim dividend of 1.44 pence per share paid on 4 December 2015, would bring the total dividend to 4.44 pence. This represents a 10% increase in total dividend compared with last year’s total dividend of 4.04 pence. If approved by the Shareholders, the final dividend will be paid on 20 June 2016 to Shareholders on the register on 27 May 2016.

GOVERNANCE AND OVERSIGHTThere were no changes to the Board during 2015. Conleth O’Reilly, Group Company Secretary, resigned in January 2016 and will be replaced by Lisa Rodriguez in April 2016. I would like to express my thanks to Conleth for his contribution to the Group during his tenure.

The Board reviews and monitors the Group level risks through our own work and the work of our committees, who carry out more detailed work, allowing the Board to focus on overall governance and strategic issues. The Board regularly considers how it operates and the appropriate composition of its members, both to respond to today’s challenges and IFG’s future strategic direction.

I have been focused on ensuring that we have a Board that is appropriately experienced for the complexity of our businesses, and that it provides necessary challenge to the executives and business management, engages with Shareholders, fosters an open and transparent relationship with regulators and sets the cultural tone for the business.

MANAGEMENT AND STAFFOn behalf of the Board, I would like to thank management and employees for their commitment and contribution to the strong improvement of the performance of the business reported for 2015.

OUTLOOKIFG Group is well positioned with growing and increasingly profitable businesses with distinctive offerings in attractive markets, supported by a strong and liquid balance sheet. The markets in which we operate remain competitive and will see changing taxation and regulatory requirements which will need to be managed but, at the same time, will create opportunities. With strong management and a focused investment strategy we are well placed to continue to successfully develop our two businesses in the medium term.

John Gallagher Chairman

“The Group’s clear strategic focus is delivering material improvement to both core businesses.”


Strategic report

Our goal is to deliver positive outcomes for all key stakeholders through maximising returns for Shareholders, whilst providing value to our customers and supporting our employees.We will achieve our goal through the following strategic priorities:

Business model, Group strategy and KPIs

FOCUSED BUSINESS MODEL with strong managementIFG management, a core team of experienced executives, seeks to create stakeholder value by driving performance in our key businesses. This is achieved by disciplined capital allocation, directed investment decisions and hands-on implementation in the execution of agreed strategy targets.

MARKET LEADING POSITIONS We aim to grow our business organically and, thereby, increase our market share in our two core businesses and through acquisitions, where appropriate.

Link to principal risks1 11

FINANCIAL DISCIPLINEWe maintain a low level of financial risk by appropriate planning and closely managing clearly defined objectives supported by effective control.

Link to principal risks82 97 10 11

How we did in 2015James Hay added 12,084 SIPPs, a 92% increase on 2014. Saunderson House added 243 clients (2014: 247) bringing the total client base to 1,809.James Hay has moved from being the seventh largest platform business to the sixth largest, as measured by Platforum.

How we did in 2015In 2015, free cash flow increased from £3.0 million to £8.6 million representing our disciplined approach to managing the level of capital invested. We take a prudent approach to investment decisions, ensuring we maintain high levels of liquidity well in excess of regulatory requirements prior to considering the making of further investments in underlying businesses or potential acquisitions.

How we did in 2015We invested in our IT capability in 2015 and have plans to invest further in digital capability in 2016. The successful acquisition of client-books by James Hay provides a template for further transactions. We have added to the management teams in our businesses and continue to increase the strength of the senior teams driving growth.

SUSTAINED INVESTMENTWe believe that ongoing investment in people and technology in the core businesses will deliver results for the Shareholders.

Link to principal risks42 53 6



IFG GROUPSetting strategy

Driving performanceStrong managementInvestment discipline

SHAREHOLDER

Investing

Returning cashand profits

share price appreciation

Through dividend and

Returning value

Strategic

0.8

1.6

3.4

18.5

20.1

23.5

2013 2014 2015

25

15

20

10

8,585

3,012

4,163

2013 2014 2015

10,000

4,000

2,000

6,000

8,000

0

12,000

10,000

4,000

2,000

6,000

8,000

0

11,649

7,882

9,152

2013 2014 2015

9.9%

5.8%6.1%

2013 2014 2015

12%

4%

8%

0

8.14

6.0

15.40

0.6

4

6.82

4.6

9

10.00

2.00

6.00

4.00

8.00

0.00 2013 2014 2015

8,490

4,8285,404

2013 2014 2015

10,000

4,000

2,000

6,000

8,000

0

direction

Net inflow

Key Performance Indicators (KPIs)We measure our success against the following KPIs:

Business model

Basic EPS Adjusted EPS

See financial review and note 14 for further information.

Please refer to James Hay and Saunderson House KPIs for further information.

* Please see financial review for further information.

Earnings per share (pence) Adjusted operating profit (£’000)* Assets under administration and advice (£bn)

Free cash flow (£’000)*Return on capital employed (%)*Operating profit (£’000)*

OUR COMPANIESJames Hay

Customers and employees

Saunderson House


Strategic report

Group Chief Executive’s statement

DELIVERING our growth strategy

“ We have two quality businesses with advantaged positions in markets where growth prospects are strong. We have the opportunity and the capability to achieve our growth objectives and to build sustainable and profitable businesses to serve our clients and deliver long-term Shareholder value.” Paul McNamara Group Chief Executive

The Group’s focused strategy is to invest in our people and technological capability to drive growth in our two key businesses and improve the service to our clients. This has delivered, in 2015, material growth in new clients, total assets under administration and advice, as well as increased revenues, profits and cash generation. The benefits of this focus on James Hay and Saunderson House following the restructuring in 2014, has translated into improvements to the quality of the Group’s revenues, earnings, products and, importantly, the service offering to our clients. The strength of our business is founded upon the strength of our relationships with clients and advisers, which is reinforced by the quality of the advice and service we offer. In a complex and highly regulated market, the quality of advice and client services is driven by our people and technology which continue to be the key to our success and ability to grow, develop and create stakeholder value.

MARKET AND ENVIRONMENTThe markets in which we operate, UK high net worth platform and advisory services, are growing in line with economic recovery and structural changes, benefitting from increasing life expectancy and our clients (actual and prospective) increasingly focusing on managing retirement assets in a more dynamic and integrated manner. Increasing life expectancy, growing freedoms in pension and savings opportunities and changes to tax allowances create a complex environment in which clients continue to seek advice to carefully plan and manage their wealth.



0.8

1.6

3.4

18.5

20.1

23.5

2013 2014 2015

25

15

20

10

The Board and executive management pay special attention to ensuring that we develop and manage our businesses with the needs and expectations of our clients at the forefront of everything we do. Both of our businesses operate regulated environments, where regulators are focused on conduct and client outcomes. We ensure we run and develop our businesses in a manner which provides our clients quality service and products, appropriately priced and appropriate to their needs and expectations. This in turn ensures we are positioned to remain compelling for clients and to continue our growth over the long term.

COMMENTARY ON KPIsResults in 2014 were impacted, both financially and operationally, by the significant restructuring of the Group. In 2015 the picture is much clearer, both in the operating businesses and at Group level, with more clarity in the presentation of the results and the strategy.

We are pleased with the performance of the Group in 2015 which is discussed in detail in the Financial review:

– Revenues in our two core businesses combined increased by 16%, from £61.2 million to £71.3 million.

– Adjusted operating profit increased by 48% from £7.9 million to £11.6 million.

– James Hay added more than 12,000 new clients, nearly doubling what was achieved in 2014, partly driven by two strategic arrangements which saw James Hay successfully assume client portfolios from other providers.

– Saunderson House increased its client base to 1,809, adding 243 new clients, which speaks to the quality of clients’ service and the investment performance, which remains a key differentiator.

– The business delivered increased positive cash flow aided by strong working capital management. This cash flow is supporting continued investment in technology and people, as well as the progressive dividend policy implemented in 2015.

– We have continued to strengthen the management teams in our businesses and in the Group functions, which we believe is key to driving continued improvements in our businesses.

THE BUSINESSESJames HayJames Hay continues to benefit from investment as it evolves from being a specialist SIPP provider to a platform for retirement wealth planning, offering a broader and more tailored client service, including online access and expanded investment choice. In 2015, the near-doubling in new SIPPs compared to 2014 was helped by the acquisition of 8,000 new SIPPs from Capita and Towry. We are pleased to see assets under administration and revenue increase by 19% with operating margin improvement resulting in adjusted operating profit increasing by 70%.

This growth was achieved with no overall increase in headcount in 2015, demonstrating the scalability of the platform. Our strategy to build deeper strategic relationships with key advisers,

£23.5bn+17%Assets under administration and advice (£bn)

Net inflow


Strategic report

will be key to deliver consistency in organic growth. We also see further acquisition opportunities similar to the acquisition of books from Capita and Towry, as consolidation in this sector continues.

In 2015 we have substantially changed the executive team in James Hay under the leadership of Alastair Conway, welcoming a new finance director, chief operating officer, chief commercial officer and head of human resources. The team is committed to drive continued improvements in the quality of our customer service, the efficiency of our business model and the capability of our people and products.

Saunderson HouseSaunderson House continues to grow, attracting 243 new clients in 2015 and now serves over 1,800 clients. Attrition continues at de-minimus levels, reflecting the strength of our client relationships, the quality of the service offering and the continued out-performance of the investment proposition. We see clear opportunities to continue this growth.

Towards the end of 2015, the business launched a complementary discretionary management service, to meet additional needs of clients at both ends of the Saunderson House target market, at the high end, catering to clients who may wish to manage a portion of their portfolio on a discretionary basis, and, at the lower end, where the full advice offering may be less attractive in the

initial stages of wealth accumulation. We see this complementing our current advice proposition and supporting our growth strategy in the coming years.

Whilst we continue to look at opportunities to grow this business inorganically, we will only do so where such opportunities are wholly consistent with our client focus and the values-led culture of our existing business.

PEOPLEThe quality of our people, both in Group functions and in our operating businesses, underpins our success and our future plans. Providing a culture and an environment to support and facilitate performance is a key priority for executive management. In 2015, we have brought more capability into our organisation, as well as developing and promoting talent from within. Our approach to employee reward and development recognises their contribution to our business, aligns senior management compensation and Shareholder interests and, importantly, ensures we support our staff in meeting the current and future needs of our clients.

I would like to thank all colleagues throughout the Group for their professionalism, their commitment to our clients and their contribution to our success in 2015.

Group Chief Executive’s statement continued

“Our strategy to grow is supported by the opportunities in the markets we operate in.”



6.82

5.40

8.14

2013 2014 2015

10.00

4.00

6.00

8.00

2.00

0.00

6.82

5.40

8.14

2013 2014 2015

10.00

4.00

6.00

8.00

2.00

0.00

12,000

10,000

4,000

2,000

6,000

8,000

0

11,649

7,882

9,152

2013 2014 2015

LOOKING FORWARD2015 marked the first year of the new more sharply focused IFG Group, the benefits of which have been seen in the strong performance of the business. We have achieved a great deal over the last two years, repositioning the Group and investing for future growth.

Our market segments remain highly competitive, the taxation and regulatory landscape in the pensions markets is changing rapidly and the service we provide to clients must continue to evolve. I am confident our strategy is robust to continue our growth, as we change and innovate to improve our service to clients whilst driving more efficient delivery of our products and services. Growing the non-SIPP components of our offering in James Hay will be fundamental to growing and transforming the business into a full service platform. Growing our discretionary offering in Saunderson House will similarly be important in meeting new client demand for more efficient and flexible product offerings.

We are investing in organic growth in both businesses, whilst remaining alert to acquisition opportunities, principally in James Hay, which will further accelerate our growth trajectory. We have potential and capability, a desire to support our existing and new clients to achieve their financial goals, and the scale and financial strength to deliver continued growth and increase stakeholder value.

Paul McNamara Group Chief Executive


8.14p+51%Adjusted earnings per share (pence)


Strategic report

Financial review

DELIVERING MEANINGFUL growth in profitability

2015 represents the first results of the restructured Group. Following the complexities inherent in the 2014 results, due to the significant restructuring of the Group in that year, the 2015 results as presented more clearly articulate the underlying performance of the Group’s two main businesses and the central costs of the Group.

We are pleased with the performance of the Group in 2015 in terms of operating profit growth, cash flow conversion and working capital management. The businesses are delivering strong cash flows to support ongoing investment in technology and people in the businesses, as well as the progressive dividend policy implemented in 2015. The improving operating margin in James Hay in particular, reflects the benefit of recent investment in the business, which position it for continued growth and development.

The financial review provides an overview of the Group’s financial performance for the year ended 31 December 2015 and of the Group’s financial position at that date. The review of the Independent wealth management segment focuses exclusively on the performance of Saunderson House, which was the sole business in that segment in 2015. Revenue and profits relating to the IFG FS business, which was sold in late 2014, are included in the comparative numbers on the statutory tables, but excluded from the commentary in the strategic report.

REVIEW AND COMMENTARY OF THE RESULTS – The results for 2015 show growth in

the key metrics of revenue, profits, clients, assets under administration and advice and cash flow.

– Revenue in the two businesses grew by 16%, with Saunderson House maintaining its growth trajectory and James Hay returning to meaningful revenue growth.

– Adjusted operating profits increased by 48%, reflecting an improved operating margin in James Hay in particular, with Saunderson House increasing in absolute terms with the margin maintained, despite increased regulatory costs.

“ The investments we have made in the businesses have delivered growth, but importantly, with improved operating margins.” John CotterGroup Finance Director



– Cash generated from the operating businesses funded an increase in proposed dividends of 10% to 4.44 pence, together with the investment in technology and the acquisitions of books of business in James Hay.

– The balance sheet is strong and liquid, and underpins the viability statement on page 58.

REVENUERevenue increased in 2015 from £65.1 million to £71.3 million, with James Hay increasing by £7.1 million to £43.8 million and Saunderson House increasing by £3.0 million to £27.5 million.

In James Hay the benefits of net client growth in 2013 and 2014 created an inflexion point that, together with the strong growth of new clients in 2015, and with attrition remaining at 6%, drove the meaningful increase in revenues.

The completion of the Towry and Capita transactions contributed to revenues and profitability, and some of the pricing changes implemented in 2015 have translated into revenue growth in H2 2015. Average revenue and assets per client are broadly unchanged, and improved usage of our trading platform is contributing to increased transactional revenue.

Saunderson House has also benefited from new client additions in 2014 with a full year’s revenue from those clients in 2015, together with continued strong new client activity. Whilst average revenue from new clients in 2015 is below the revenue from more mature clients, the overall average income per client is broadly unchanged. Net of attrition, the number of clients grew from 1,608 in 2014 to 1,809 in 2015. Revenues in 2014 included £3.9 million from IFG Financial

Services (IFG FS), which was sold in September 2014.

ADJUSTED OPERATING PROFITAdjusted operating profit, before amortisation of intangibles and exceptional costs, increased by 48% to £11.6 million from £7.9 million. The benefits of prior period investment, particularly in James Hay, have improved the overall operating margin. In particular James Hay added over 8,700 clients (net of attrition) with a similar level of headcount to 2014, resulting in lower unit cost and improved operating contribution. Saunderson House profitability grew from £5.4 million to £5.9 million, with operating margin maintained, despite increased costs of regulation as well as increased investment in the technology capability of the business.

OPERATING PROFITOperating profit, after amortisation of intangibles and exceptional costs, increased by 76% to £8.5 million. Included in exceptional costs is a provision for £1.0 million in relation to costs associated with the sale of the IFG FS business in 2014. Amortisation of intangible assets principally relates to the James Hay business, including acquisition costs.

Revenue

£71.3m+10%

Revenue


Operating profit

£8.5m+76%

2015 £’000

2014 £’000

Platform 43,817 36,714Independent wealth management* 27,499 28,382

Total revenue 71,316 65,096

* 2014 Revenue for Independent wealth management includes £3.9 million in respect of IFG FS which was sold in 2014.

2015 £’000

2014 £’000

Platform 9,846 5,808Independent wealth management* 5,929 5,883Group/other (4,126) (3,809)

Total adjusted operating profit 11,649 7,882Amortisation of intangibles (1,809) (1,701)Exceptional costs (1,350) (1,353)

Operating profit 8,490 4,828Finance income 569 284Finance costs (482) (504)

Profit before income tax 8,577 4,608Income tax expense (1,900) (3,310)

Profit for the year from continuing operations 6,677 1,298

* 2014 Operating profit comparative for Independent wealth management includes £0.5 million in respect of IFG FS which was sold in 2014.


Strategic report

GROUP/OTHERGroup costs include costs associated with our Dublin and London based Group teams, head office teams, the Board of Directors and other costs associated with being a publicly listed company. The increase in costs is principally related to staff costs including the expanded Central Risk function.

EXCEPTIONAL COSTSExceptional costs of £1.35 million relate to the sale of the IFG FS business in 2014. These costs related to regulatory, claims and legal costs, as well as costs of unwinding the legacy legal entity structure of the businesses that were sold.

TAXThe Group effective tax rate has reduced from the very high level in 2014, which principally resulted from the write-off of historic deferred tax assets which were no longer available following the restructuring of the Group. The effective tax rate in 2015 of 22% is principally the UK corporate tax rate of 20%, with adjustments for certain expenses which are not allowable for corporate tax purposes. There are now no material deferred tax balances, other than timing differences relating to the amortisation of intangible assets.

ADJUSTED EPS AND ADJUSTED EARNINGSThe Group uses adjusted operating profit and adjusted earnings as measures of performance to eliminate the impact of items it does not consider indicative of ongoing underlying performance due to their unusual, exceptional or non-recurring nature or because they result from an event of a similar nature.

CASH FLOWSThe business generated £13.8 million (2014: £8.1 million) from operations, reflecting profits generated offset by increased working capital requirements. In addition, we received the first tranche of contingent consideration of £2.2 million from the 2014 sale of IFG FS, offset by cash disposed of as part of the ARB sale. The Group made corporate tax payments totalling £2.2 million. In addition there was an investment in technology of £2.8 million, as part of a total capital spend of £5.2 million. Finally the Group paid total dividends of £4.2 million, as compared to £4.1 million in the previous year.

The business will continue to generate cash to fund dividends and investment, though overall growth in cash may lag the growth in profits due to increased working capital requirements.

RETURN ON CAPITAL EMPLOYEDIt is calculated as earnings before interest and tax divided by capital employed. It measures how efficiently the Group generates profits from its capital employed by comparing it to net operating profit.

The return on capital employed in 2015 was 9.9% versus 5.8% in 2014, reflecting the improvement in profitability in our underlying businesses.

Adjusted EPS and adjusted earnings

Cash flows

Year ended 31 December 2015

Year ended 31 December 2014

Per share pence

Earnings £’000

Per share pence

Earnings £’000

Profit attributable to owners of the parent company 6.01 6,325 0.64 667

Amortisation of acquisition related intangible assets 1.10 1,157 1.30 1,361

Exceptional tax – – 1.71 1,790Exceptional items 1.08 1,135 1.27 1,327Discontinued operations 0.33 352 0.60 631Unwinding of discount applicable to

contingent consideration (0.38) (401) (0.12) (124)

Adjusted earnings 8.14 8,568 5.40 5,652

The table above shows how we calculate adjusted EPS and adjusted earnings. The above amounts are net of tax, if applicable.

2015 £’000

2014 £’000

Cash flows from operating activities 13,803 8,091Net capital expenditure (5,218) (5,079)

Free cash flow 8,585 3,012Interest and tax (2,388) (2,555)Disposals of subsidiaries 1,800 8,602Dividends paid (4,188) (4,068)Share issues 403 529

Net cash inflow 4,212 5,520

Financial review continued



FINANCIAL AND CAPITAL POSITIONThe Group’s Consolidated Statement of Financial Position is set out on page 67. The Consolidated Statement of Financial Position remains highly liquid, with net cash increasing from £23.4 million to £27.3 million in the year (see note 32). The Group also retains a £7.0 million drawn funding facility, which is now treated as a current liability, and an undrawn facility of £10.5 million, which expires in November 2016 and which will be reviewed during 2016. The Group is also due to receive contingent consideration relating to the sales of IFG FS and the Irish pension and advisory businesses of £3.0 million in late-2016.

The Pillar 1 capital resources requirement for the Group has been calculated in accordance with the Bank of England prudential regulations. The Group has regulatory capital resources of £40.5 million (2014: £47.6 million) compared to its Pillar 1 requirement of £5.7 million (2014: £7.9 million), a coverage ratio of over 7:1 (2014: 6:1). The Group has also assessed its Pillar 2 capital resource requirements and confirms that it has sufficient capital resources to meet these requirements for the foreseeable future.

FINANCIAL RISK MANAGEMENTThe Group’s finance function oversees the management of the Group’s exposure to exchange risk, credit risk, liquidity and interest rate risk, in line with defined policies and procedures. The Group does not trade in financial instruments, except as necessary to hedge foreign currency exposures. The Group does not enter into leveraged derivative transactions. The Group treasury function, under the management of the Group Financial Controller, manages the overall Group funding and liquidity requirements, working closely with the divisional finance teams.

The Group’s financial reporting currency is Sterling, reflecting the primary economic environment in which the businesses operate. All of the Group’s revenue is earned in Sterling, and the majority of its expenditure is incurred in Sterling. The Group incurs certain Euro-denominated costs, principally related to its Irish headquarters. Annual budgeted Euro expenditure is materially hedged to Sterling.

SHARE PRICE AND MARKET CAPITALISATIONThe Company’s shares traded in a range of between 1.17 pence and 1.71 pence during the year. The share price at 31 December 2015 was 1.71 pence (31 December 2014: 1.18 pence), reflecting an increase of 45% in the year. The market capitalisation at 31 December 2015 was £180.0 million (2014: £124.0 million). There were 105,245,665 shares in issue at 31 December 2015.

John CotterGroup Finance Director


Strategic report

FULL SERVICE PLATFORM PROVIDER

Operational review – James Hay

“2015 was a year of growth in clients, assets and revenues which translated into meaningful profit growth whilst continuing to improve service to existing and new clients, with access to flexible and transparent products and services.”

Alastair Conway Chief Executive Officer James Hay Partnership

Highlights – Revenue £43.8 million

– Adjusted operating profit £9.8 million

– Assets under administration £19.5 billion

– Total SIPPs 52,101

– Fully compliant with 2015 pension legislative changes

– Successful completion of Capita and Towry transactions

– Increased digital capability and improved processes

– 6th largest platform in the UK as measured by Platforum

Awards



6.0%5.3%

6.6%

2013 2014 2015

8%

4%

6%

2%

0%

9,846

5,808

7,960

2013 2014 2015

12,000

8,000

4,000

2,000

10,000

6,000

0

12,084

6,3035,071

2013 2014 2015

14

12

8

4

2

10

6

0

52,101

43,34839,505

2013 2014 2015

60

50

30

10

40

20

0

43,817

36,71436,964

2013 2014 2015

50,000

30,000

10,000

40,000

20,000

0

0.6

1.1

3.1

15.3

16.4

19.5

2013 2014 2015

20

16

12

18

14

10

Validates performance of business against budget and strategic goals.

£43.8m+19%Revenue (£’000)

Demonstrates the size and growth dynamics across the book which facilitates planning and management thereof.

52,101+20%Number of SIPPs

Demonstrates the size and growth dynamics across the book which facilitates planning and management thereof.

Measures the rate at which schemes are lost due to annuity purchase, death or other reasons to allow us to understand and manage the impact to revenue.

12,084+92%New SIPPs


6.0%+13% Attrition rates (%)

Validates performance of business against budget and strategic goals and expected operating characteristics.

£19.5bn+19%Assets under administration (£bn)

Monitors the flow of assets into and out of the business indicating new business and attrition trends.

Key Performance Indicators

Net inflow


Strategic report

INDUSTRY OVERVIEW – PLATFORMRetirement wealth planning in the UK underwent significant change in 2015, most notably through the introduction of new pensions freedom, which came into effect in April 2015. However, the biggest underlying drivers of change were changing customer demographics and technological development, which continued to influence our platform strategy during 2015.

The introduction of pensions freedom resulted in higher than usual levels of drawdown across the pensions market in Q2. Providers who had low average customer case sizes experienced particularly large increases in outflows. These outflows tapered off to more usual levels through Q3 and Q4 as the market normalised.

Improvements to technology and online services remained a prominent theme for the sector, with a number of platform providers announcing their plans to move to upgraded technology solutions and re-platform. Re-platforming will be expensive and create significant distraction for more established providers. We believe our proprietary systems, which are scalable and allow us to control our own development agenda, are an advantage in a period of change and increasing advisor and customer demand for tailored solutions.

Changes to regulation and taxation have had a significant impact on the sector. This trend looks set to continue through 2016 and ongoing, with likely changes to taxation on pensions. In addition, the Chancellor announced he will cut the maximum lifetime pension allowance from £1.25 million to £1.0 million in

Key UK saving market drivers

CHANGING CUSTOMER DEMOGRAPHICS

Today: average life expectancy for a 65 year old: Man: 83 Woman: 86

2030: UK population set to reach 70 million Over 20 million will be aged 60+

RISE OF DIGITAL TECHNOLOGY

Today: 90% of customers use their smartphone to research a product

Innovation in advice delivery will continue to develop, with increased usage of automated ‘robo-advice’ to meet simplified needs

DOWNWARD PRESSURE ON FEES

Increased transparency of retail fund management expenses

Pressure on fee levels has compressed the value chain

REGULATORY CHANGES

Pensions freedom and compulsory workplace savings driving a change in product mix from annuity to income drawdown products

Income drawdown products are predicted to grow exponentially – currently c.25% YoY

April 2016. This reduction will create a slight drag on new pension contribution levels from the small number of individuals who have existing pension savings close to that level. We see this as an opportunity to facilitate efficient pension pot consolidation, which will continue to be the principal driver of demand in our space.

In addition, from April 2016 the advice and platform market has to contend with the impact of the Sunset Clause in the Retail Distribution Review, which will see the end of all trail commission. James Hay is not directly affected by these changes, however, platform industry commentators believe there are still significant assets to convert for some traditional fund supermarkets, with new, more keenly priced platforms well positioned to gain from assets being converted. The impact of Sunset has

Operational review – James Hay continued



FUNDS DIRECT EQUITIES

seen advisory firms look to new, more efficient models and propositions to service lower value clients.

With the outputs of the Financial Advice Markets Review expected in 2016 this could see the increase of ‘Robo Advice’ providing access for many customers who have been disenfranchised post the Retail Distribution Review. This will create a significant opportunity for both advisory firms and platforms to develop more efficient and low cost propositions.

GOALThe goal is to grow a successful and profitable business by supporting advisers and delivering value to clients as they navigate their way through pre-retirement and during retirement. The platform facilitates this by enabling clients to manage their retirement wealth safely and securely via an easy-to-use digital interface.

BUSINESS STRATEGYOur focus continues to be on creating a digital platform for the future and, in response to adviser and client demand, developing a range of new online services and investment options, which will come on stream throughout 2016 and into 2017. Our product offering will also evolve to recognise the differing levels of demand for service and complexity, including the development of varied propositions, reflecting clients’ needs and expectations, as outlined below.

James Hay is in the early stages of its evolution from being a complex SIPP provider to becoming a full-service platform for retirement assets. In light of ongoing market changes, developing and growing our Individual Savings Accounts (‘ISA’) and General Investment

Accounts (‘GIA’) will underpin future growth of assets from existing clients and our ability to attract new clients.

Offering multiple products with tax efficient wrappers gives clients the choice and flexibility when planning how to draw income in retirement. James Hay will continue to develop the products available to clients and a good example of this is an initiative to improve our current capital gains tax reporting solutions.

James Hay – MiPlan

LIFEPROPOSITION STANDARD PREMIUM

SERVICEBASIC

ALL KEY PROCESSES ONLINE, AE HELPDESK, TSU HUB, MARKETING STORE

TAILORED DEDICATED CRM TEAMS,

SRMS, SAMS, TSU, BESPOKE FEATURES

ONLINE ONLYWEB/PHONE

PRICE ANNUAL FEE + BPS FOR IC + MODULAR IF REQUIRED

BESPOKE CHOICE OF: ALL-IN BPS, FLAT, BUNDLED OR MODULARSIMPLE BPS

Full STP Branded services

INVESTMENTS PROPERTY NON-STANDARD

PANEL INVESTMENT CENTRE MARKET

CRM: Customer Relationship ManagerSRM: Service Relationship ManagerSAMs: Strategic Account Managers TSU: Technical Support Unit IC: Investment Centre STP: Straight Through Processing


Strategic report

The strategic focus remains on enhancing customer service and increase efficiency, while making better use of digital and self-serve capability, which will increase scalability and improve customer experience and flexibility as they journey through their retirement wealth planning cycle.

Building on the technical hub website, which was launched in Q3 2015, further adviser support has been provided through the platform’s popular technical seminars and webinars. Throughout the year, 866 advisers attended 30 events throughout the country, with more than 1,500 advisers dialling in to 300 webinars.

BUSINESS REVIEW2015 was a year of strong growth in clients and assets, driven by two important acquisitions of books from Towry and Capita. Organic growth was maintained at a similar level to 2014 and we see the distribution strategy to focus on building key large Independent Financial Advisor relationships underpinning future growth of pension and non-pension assets.

The continued Government-led changes have increased demand from clients with larger pension funds looking at flexible investment and drawdown options. James Hay was one of the first providers to be fully ready for the new pension rules, offering online income management solutions from day one.

PERFORMANCE – Assets under administration up to

£19.5 billion at the end of 2015, with growth of 19%.

– Total flows for 2015 were circa £3.5 billion gross.

– Total net flows were £3.1 billion. – Total new SIPP cases of 12,084 added

during the year. – Stable attrition levels of 6.0%.

At the end of December 2015, James Hay administered 52,101 SIPPs (H2 2014: 43,348) and served over 56,000 individual clients with SIPPs, ISAs, GIAs, Wraps and SSASs. The rate of new business acquisitions and attrition is shown above.

KEY ACHIEVEMENTS – Record annual growth levels in

assets and client numbers. – During Q3 2015 James Hay was the

fastest growing platform in the UK. – James Hay became the sixth largest

platform in the UK*. – Launched full Pensions

Flexibility successfully. – New key strategic partnerships

established (Capita and Towry). – Launched new Managed Portfolio

Panel offering on-platform Discretionary Fund Management services.

– Significantly strengthened senior Executive team.

– Accreditations: information security ISO 27001 and BS10008 eDoc management.

– 5-star rating for modular iSIPP and wrap SIPP (for SIPP and Platform SIPP).

* Based on Platforum Adviser Platform Research Q3 2015.

Number of SIPPs2015 2014 Change

Opening 43,348 39,505 +10%Additions 12,084 6,303 +92%Attrition (3,331) (2,460) +35%

Closing 52,101 43,348 +20%

Operational review – James Hay continued



CASE STUDY:

AUTOMATED CLIENT TRANSFERS

8,000 of the 2015 SIPP flows resulted from a number of new strategic partnerships. The largest, Towry, started in the summer and included a back-book being transferred using highly automated ‘Close Open Transfer’ (COT) technology used for the Capita deals earlier in the year. A small migration team using this automated solution has now been proven as a highly efficient method of take-on.

Traditionally, pension data migration is very complex with each migration being highly bespoke and very time-consuming which creates legacy data structures and bespoke products. Using the COT technology, the platform was able to open 4,400 SIPPs on our systems in just 37 minutes. This process is relatively simple to use, low risk and re-usable with low incremental cost. Importantly, it allows for scalability and can be used to transfer very large books.

INVESTMENT IN OUR PEOPLEProfessional development continues to be a core element of our plans in James Hay. Many of our employees embark on professional qualifications to further their knowledge and careers within the company. During the year, 58 of our employees have studied for professional exams across a range of pertinent areas of professional expertise.

This is an area which we will continue to invest in and focus on as it is a key driver of providing high quality support to our advisers and customers.

Alastair ConwayChief Executive OfficerJames Hay Partnership


Strategic report

PUTTING OUR CLIENTS FIRST and generating growth

Operational review – Saunderson House

“Saunderson House continued to serve its clients and deliver outstanding investment performance, growing clients, assets, revenues and profits. 2015 also saw the launch of our new discretionary management offering, broadening our capability and expanding our offering to clients across the wealth spectrum.”

Tony OveryManaging Director Saunderson House

Highlights – Revenue £27.5 million

– Adjusted operating profit £5.9 million

– Assets under advice £4.0 billion

– 13% growth in clients bringing total clients to over 1,800

– Development of a new discretionary management offering with a launch of a pilot programme in 2015

– Formalising our corporate and social responsibility agenda with the setting up of a ‘Make a difference’ committee and partnering with the charity ‘Action for Children’

Awards



1,809

1,608

1,408

2013 2014 2015

2,000

1,000

1,500

500

0

27,499

24,502

20,700

2013 2014 2015

30,000

20,000

10,000

5,000

25,000

15,000

0

0.50.3

3.2

3.74.0

0.2

2013 2014 2015

5.0

3.0

1.0

4.0

2.0

0

5,9295,369

4,760

2013 2014 2015

7,000

3,000

2,000

1,000

6,000

5,000

4,000

0

Validates performance of business against budget and strategic goals and expected operating characteristics.

Validates performance of business against budget and strategic goals.

£27.5m+12%Revenue (£’000)

While not a direct driver of revenues, it is useful to measure the value of assets for market and pricing positioning, promotional purposes as well as operational planning and management.

Understanding client numbers allows us to manage the business, allocate resources and plan for growth.

1,809+13%Number of clients

243247

154

2013 2014 2015

300

100

200

0

Understanding client numbers allows us to manage the business, allocate resources and plan for growth.

3027

17

2013 2014 2015

40

20

10

30

0

Increasing the number of individuals capable of business development directly impacts the number of new clients recruited.

243-2%New clients


30+11%Client winners

£4.0bn+8%Assets under advice (£bn)

Key Performance Indicators

Net inflow


Strategic report

INDUSTRY OVERVIEW – INDEPENDENT WEALTH MANAGEMENTEconomic, demographic, political and taxation trends contribute to a favourable outlook for wealth management firms. Current low interest rates mean that investors seek improved returns from investment markets. Increased access to and flexibility with pensions, greater responsibility on individuals to plan for their financial future and changing legislation around pension contribution and lifetime allowance limits are all increasing the opportunity for wealth managers to support their clients financial aspirations.

The relative outlook for Saunderson House’s client base, city-based professionals, is positive, as the number of high net worth individuals within the capital is forecast to continue rising, as London’s leading professional firms maintain profitable growth.

The growing consumer as well as tax and regulatory emphasis on transparency play to Saunderson House’s un-conflicted and straightforward approach to managing wealth. As with the Retail Distribution Review in 2012, we are well positioned in relation to impending regulatory changes from the Market in Financial Instruments Directive (‘MiFID’) II. Saunderson House continues to respond to demand for improved access to financial information through its launch of ‘Saunderson House Online’ which will facilitate direct online client access to portfolio valuation and analysis.

Although competitor intensity has been heightened by the impact of guided investment propositions from both new entrants and extensions to existing platform product lines, much of this service commoditisation is taking place within the mass-affluent consumer space. Saunderson House’s focus on providing a tailored, relationship-driven service to individuals with complex financial arrangements remains highly sought after by our clients.

GOALOur goal is to grow and develop the Saunderson House business founded upon our award winning, value-based investment proposition, and to be recognised by the industry for delivering a superior client service experience.

Clients are at the heart of everything Saunderson House do, and ensuring we offer flexibility in service levels to suit individual clients’ needs, remains a priority.

Traditionally our clients have come from the professional services sectors, principally law and accountancy but as we have grown we have broadened our market penetration and, importantly in 2015, our product offering, to now include a discretionary management service.

BUSINESS STRATEGYThe success of Saunderson House is founded upon building long and trusted relationships with our clients.

We operate a transparent time-based charging structure for our core advisory proposition thus revenue is earned from chargeable hours undertaken on behalf of clients. Our strategy is to:

– look after our existing clients by continuing to provide excellent advice and financial management services;

– attract new advisory clients from existing and new markets through referral, targeted marketing and business development initiatives;

– develop our discretionary management service and attract increased clients to this offering, making it a material component of our business over time;

– continue to develop and grow our Chartered Financial Planner base to maintain high quality advice; and

– extend and evolve the scope of our service offering to ensure we remain relevant to clients within our chosen markets.

CASE STUDY:

DISCRETIONARY MANAGEMENT SERVICE

During late 2015, we began the roll-out of our Discretionary Management Service (DMS), which we expect to appeal to prospective clients at earlier stages in their career as well as to trusts and institutional investors. The service was developed as a direct result of feedback from current clients who are trustees, as well as our market scoping of the potential to serve different private client market segments.

Now in the early stages of adoption, the DMS has been designed to suit those who wish to access our investment proposition and delegate responsibility for the management of investments to us. This includes adjustments in asset allocation and fund selection as well as day-to-day portfolio administration. A portfolio manager works on behalf of clients to respond to market movements and make timely changes to portfolios without their involvement.

Our service is based on our highly successful investment philosophy, encompassing rigorous fundamental analysis undertaken by our Investment Research team, and underpinned by a disciplined focus on portfolio construction.

Operational review – Saunderson House continued



BUSINESS REVIEW2015 was a year of continued growth and development in Saunderson House, increasing the client base from 1,608 to 1,809, maintaining excellent investment performance and launching the new discretionary management service. This service will allow Saunderson House to cater for certain clients who want part or all of their wealth to be managed on a discretionary basis, gaining access to strong investment performance without the necessity to use all of the bespoke services which Saunderson House offers. Organic growth was in line with 2014 with 243 new clients, whilst attrition remained at de-minimus levels, reflecting the strength of relationships which Saunderson House has with its clients.

The macro economic environment and the changing pension and taxation regimes in the UK mean the need for high quality un-conflicted advice allied to strong investment performance is in increasing demand.

We invest in our people, processes and investment propositions to maintain a culture of continuous improvement. Our efforts have been recognised by numerous accolades including the award for Independent Financial Advice at the Gold Standard Awards 2015 and obtaining ISO 22301 accreditation in 2016. This is the second consecutive year that the firm has been honoured with the Gold Standard award. Furthermore, Saunderson House was awarded for excellence in inheritance tax & estate planning – UK, by Corporate Livewire’s 2016 Financial Awards. Sponsored by UKBC, the awards programme selects winners based on their achievements and strengths in the financial services, tax and accountancy sectors over the past calendar year.

PERFORMANCE – Assets under advice up to £4.0 billion

at the end of 2015, from £3.7 billion in 2014.

– 243 new clients joined Saunderson House (2014: 247).

– Total clients increased from 1,608 to 1,809.

– Revenue increased from £24.5 million to £27.5 million, an increase of 12%.

– Profits increased from £5.4 million to £5.9 million, an increase of 10%.

– Operating margin maintained despite increased regulatory fees.

Saunderson House grew clients, assets, revenues and profits in 2015, and maintained its operating margin despite increased regulatory fees and increased investment in the product and technology capability of the business. The billable hours chargeable to clients fell from 86% to 82% as the investment in new resources was in excess of time fully chargeable to clients. We continued to invest in our people, with increased staff numbers focused on serving clients directly. We also invested in our systems and support personnel to ensure we retain a first class scalable business, serving clients as before but with increased capability.

KEY ACHIEVEMENTS – Launch of discretionary management

offering, increasing our capability to support clients.

– Maintaining out-performance in our investment proposition in challenging markets.

– Expanding our existing offering into adjacent markets, attracting clients from referrals and from our enhanced reputation for client service and investment performance.

INVESTMENT PROPOSITIONOver the last decade, our Wealth Accumulation Balanced Model has delivered in excess of 106% growth, outperforming the appropriate ARC comparator by over 20%. In monetary terms, based on a starting portfolio value of £1.0 million, this equates to more than £0.2 million of additional value when compared with the ARC peer group.

Furthermore, our model has outperformed inflation by almost 80%. Performance has come close to matching that of the FTSE All Share Index despite having an average equity allocation over the ten years of just 58%, and therefore suffering much less volatility. These results have been achieved by strict adherence to our straightforward and transparent process.

INVESTMENT IN OUR PEOPLEWe maintain a strong focus on the quality of our people and require rigorous professional standards from all our people. We support this through structured learning, personal development and soft-skills training.

As of December 2015, we have a total of 50 Chartered individuals (45 Chartered Financial Planners and five Chartered Financial Analysts). We have also grown our business developers, with numbers rising from seven in 2012 to 30 by the end of 2015. Our intention is to develop advisers with the potential to contribute to sustainable business growth. We develop this talent through coaching and business development skills training that aims to maximise their effectiveness in attracting and keeping clients. In March 2015, our efforts to ensure staff involvement were recognised by our award for Investors in People Silver Standard.

Tony OveryManaging Director Saunderson House


Strategic report

Risk management

RISK MANAGEMENT and internal control

The mechanisms for identifying, assessing, managing and monitoring risks, including internal controls, are an integral part of the management processes of the Group. Understanding the risks we face, and managing them appropriately, enables effective decision-making, contributes to the Group’s competitive advantage and customer focus and helps achieve the strategic priorities as set out on page 6.

The control systems are designed to manage and mitigate rather than eliminate the risk of failure to achieve objectives and can provide only

reasonable, and not absolute, assurance against material financial misstatement or loss.

The Board recognises that the effective management of risk requires the involvement of people at every level of the organisation and seeks to encourage this through a culture of open communication in addition to the operation of formal risk management processes. The Group risk management framework, as set out below, is viewed as the way in which this objective can be achieved.

GROUP RISK MANAGEMENT FRAMEWORKThe Group risk management framework describes the ways in which the Group identifies, assesses, measures, manages and monitors the risks that may have impact on the successful delivery of the strategic priorities of the Group.

The Group risk management framework operates in the context of a ‘three lines of defence’ model of governance and risk management to provide reasonable assurance of the safeguarding of the interests of all stakeholders including the customers of the Group’s operating businesses.

BOARDOverall responsibility for risk management and internal control

RISK COMMITTEE

Oversight of risk management and advising the Board

DIVISIONAL MANAGEMENT

Risk-based management reporting

RISK AND COMPLIANCE FUNCTIONS

GROUP MANAGEMENT

Independent oversight

INTERNAL AUDIT

Independent assurance on effectiveness of risk

management and internal control

AUDIT COMMITTEE

Oversight of financial matters and the effectiveness of risk

management and internal control

FIRST LINE DEFENCE SECOND LINE DEFENCE THIRD LINE DEFENCE



The first line comprises subsidiary and divisional management, who have day-to-day responsibility for designing, implementing and maintaining effective internal controls within the individual subsidiaries. The second line comprises Group management and the Group risk and compliance functions, who provide expertise, monitor and challenge the management of specific risks. The third line of defence principally comprises Group internal audit.

The key roles and detailed responsibilities are assigned, as part of the risk management and control framework, to our committee and divisional management structures, freeing the Board to focus on strategic matters, whilst retaining ultimate oversight and control of risk management. The respective roles and responsibilities of the committees of the Board are outlined in the individual committee reports on pages 42 to 56.

The Board has overall responsibility for the Group’s risk management policy and for determining the risk appetite statement of the Group. The Board is also required to report on the annual review of the effectiveness of risk management and internal control systems. The Board delegates to the Audit and Risk Committees, the risk function, internal audit and the subsidiary governance bodies, the detailed oversight and execution of risk management and assurance over the adequacy and effectiveness of internal controls. The committees and Internal Audit formally report to the Board as necessary to ensure the Board retains overall control over the risk management and control framework.

The Board is also responsible for the Group’s compliance with the requirements and expectations of its regulators, and ensuring the proper management of conduct in relation to clients of the Group, as well as ensuring that the Group maintains adequate financial resources to meet regulatory capital requirements.

RISK APPETITEFundamental to the Group risk management framework is the Group risk appetite statement. In the risk appetite statement, the Board sets the types of risks the Group is willing to take and to what extent and, importantly, the risks which the Group is not willing

to assume. It also sets out how the Group operates in its chosen businesses and specifies appropriate metrics for monitoring, reporting and controlling these risks. The risk appetite statement also informs the operation of the internal controls that are maintained in each specific business. The statement is reviewed by the Risk Committee and the Board at least annually to ensure it remains current and appropriate to the needs of the business and the expectations of the Board.

RISK MANAGEMENT POLICIESIn support of the Group risk appetite statement, the Board has approved the Group risk management policy which sets out the objectives, principles, delegated responsibilities and procedures for the management of risk across the Group. While the Board has primary responsibility for risk management and internal control, it has delegated primary management and oversight to two committees:

– the Risk Committee – with oversight over risk management; and

– the Audit Committee – with oversight over internal control and financial matters.

FINANCIAL REPORTING PROCESSESSpecifically in relation to the financial reporting processes, the main features of the internal control and risk management systems, which are reviewed and approved by the Audit Committee, include:

– policies and procedures to facilitate the maintenance of records that accurately and fairly reflect transactions;

– procedures which require reported data to be reviewed and reconciled;

– controls which provide reasonable assurance that transactions are recorded, as necessary, to permit the preparation of financial statements in accordance with International Financial Reporting Standards (‘IFRS’) for the consolidated financial statements and FRS 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ for the parent Company; and

– controls which provide reasonable assurance that assets are maintained in a secure and compliant manner, for the business, its Shareholders and its clients.

The Group Finance Director manages the financial reporting processes, with oversight by the Audit Committee to ensure the information which enables the Board to discharge its responsibilities, including the production of interim and annual accounts, is provided on a timely basis. He is supported in this work by a network of finance managers throughout the Group who have the responsibility and accountability to provide information in line with the Group policies, procedures and internal best practice.

Throughout the year the Group produces latest estimates to predict the current and expected year-end financial position. The latest estimates are compared with the annual budget and enable the Board to assess and, where appropriate, to challenge the businesses if actual or anticipated performance varies materially from the annual budget.

PRINCIPAL RISKS AND UNCERTAINTIESThe principal risks and uncertainties facing the Group in the short to medium term are set out on pages 28 to 30, together with the principal mitigation measures. This is not an exhaustive statement of all relevant risks and uncertainties. Matters which are not currently known to the Board or events which the Board considers to be of low likelihood could emerge and give rise to material risks and uncertainties.

The mitigation measures that are maintained in relation to these risks are designed to provide a reasonable and not an absolute level of protection against the impact of the events in question.

The Directors confirm that the Group’s ongoing process for identifying, evaluating and managing its principal risks and uncertainties (as outlined in the Directors’ Report on pages 57 to 60) is in accordance with FRC guidance (Risk Management, internal control and related financial and business reporting). The process has been in place throughout the accounting period and up to the date of approval of the Annual Report and financial statements. In considering the work done by the Audit Committee, the Board monitored the Group’s risk management and internal control systems. See the Audit Committee report for further information.


Strategic report

RISK MITIGATIONRISK CHANGE DURING 2015

STRATEGIC RISKS

1. Changing market conditions and increased competition

The Group operates in a highly competitive environment in which economic, technological and other macro factors can negatively impact on the demand for services. In addition, as a result of tax and regulatory changes, market competition has increased which could result in a decline in market share and profitability.

– Strong market position in each of the sectors in which our businesses compete.

– Regular market share and competitor analysis. – Continued focus on operating efficiencies and

business model changes.

Referendum on UK’s membership of the EU and continuing change to tax legislation are likely to fuel ongoing uncertainty within markets which may have an impact on demand for services, which could be positive or negative.

2. Acquisitions & disposals

In respect of acquisitions, failures in selecting appropriate investment targets, failing to integrate them into existing businesses and successfully realising the growth expected from such transactions may have an adverse impact on the Group.

In addition, financial and strategic risks related to business disposals could lead to material warranty and indemnity claims.

– Stringent internal due diligence processes prior to completing any transactions.

– Significant experience in acquisition and integration management.

– Consultation with external advisers where necessary.

– Setting very clear limits in terms of warranty and indemnity risks that are acceptable and in line with our risk appetite.

– Maintenance of professional indemnity insurance policies.

No material warranty or indemnity claims were made or received in the last five years to 31 December. During March 2016 the Group received a notice of a claim under the indemnities provided in the sale of the International Segment completed in 2012. See note 30.

OPERATIONAL RISKS

3. Loss of key customers/intermediaries

Loss of key customers or intermediaries due to poor customer outcomes may have an adverse effect on the Group’s results.

– Maintenance of strong relationships with key customers and intermediaries, ensuring we serve clients fairly and transparently.

– Continuous investment in our products, service offering and technological capability.

– Strong and fair complaints processes.

We see strong retention of our clients and intermediaries, and growth in new client activity based on the quality and capability of our offering.

4. Loss of key management resources

Strong and effective management has been fundamental to the Group’s success. Failure to attract and retain highly skilled employees and executives may have a material adverse effect on the Group’s operations and implementation of strategy.

– Focus on succession planning, strong recruitment processes, long-term management incentive programmes and management development.

– Contracts for relevant roles have restrictive covenants and enhanced notice periods.

– Support and encouragement of staff to take relevant training and achieve qualifications.

During the year 2015, the Group introduced a new long-term share incentive scheme for Executive Directors and senior management which will ensure that IFG Group remains competitive and can continue to retain and attract highly skilled employees and executives.

RISK TREND

Increasing

Unchanged

Decreasing

Risk management continued




5. Disruption to Information technology systems

Catastrophic loss of systems, undiscovered systems errors or other external events could cause disruption to our businesses and result in inability to perform core business activities or reduction in client services.

– Regular testing and assessment of business continuity and disaster recovery planning.

– Continuous review of all key IT systems and associated controls to ensure they meet the needs of the Group and its customers.

– High level of resilience built into daily operations. – Ongoing projects to upgrade and enhance our

IT operating platforms. – Experienced in-house team of IT professionals.

There is no change in risk as we have continued to invest in our technology to ensure that the risk of disruption to the businesses is mitigated to the fullest extent possible.

6. Cybercrime, fraud or security breaches in respect of the Group’s data, software or information technology systems

Failure to protect our information technology systems against cybercrime, fraud or security breaches could result in loss of data or disruption to business.

– Full and detailed adherence to applicable Anti Money Laundering requirements is monitored and tested.

– External and internal reviews of security measures around the IT and banking systems as well as continuous updates and improvements of these systems.

– Controls and security measures in respect of key business and customer processes.

– All data is securely stored and backed-up.

We continue to invest in information technology systems in order to mitigate our risk of significant data breaches. However, we have seen an increase in cybercrime more generally and, therefore, whilst comfortable with our security measures, see the external risk profile increasing.

FINANCIAL RISKS

7. Fluctuations in capital markets

Volatility within capital markets may adversely impact on the value of assets under administration and advice or management held by our underlying businesses which may affect revenues.

– Our businesses include a mix of both transactional and recurring income.

– Low risk of withdrawal, as a large proportion of assets under administration and advice are held within tax-advantaged wrappers.

– Saunderson House generates revenues on an hourly basis and is not wholly dependent on the value of underlying assets.

Increased volatility within capital markets increases the risk of a negative impact on the value of assets under administration and advice or management. However, we have a diversified portfolio of clients and assets which acts as mitigation.

8. Liquidity

Lack of sufficient, readily realisable financial resources to meet the Group’s obligations as they fall due or lack of access to liquid funds on commercially viable terms could lead to inability to pay clients and to regulatory breaches.

– Ensuring availability of sufficient resources to meet liabilities as they fall due.

– Careful management of working capital requirements to ensure cash is converted in a timely manner.

– Active management of treasury risks in adherence to Board approved policies and procedures.

– The Group has in place committed funding lines.

Management continues to carefully monitor and manage working capital by ensuring that we convert profits to cash in a timely manner. The business has generated cash in 2015 and is highly liquid.


Strategic report


9. Interest rates

Reduction in interest rates would have a negative impact on interest income earned.

– Active monitoring and negotiation of interest rate arrangements.

– Potential increases in interest rates are not factored into our planning and budget processes.

As a result of the recent inflation report issued by the Bank of England, weaker global growth may lead to interest rates remaining at historically low rates.

10. Credit risk

The exposure to a financial loss as a result of a default by customers or counterparties with which the Group transacts business, including failure to receive contingent consideration on businesses sold.

– Careful monitoring of the credit risk exposure at a Group and subsidiary level in line with Group policies.

– Management of credit risk by limiting the aggregate amount and duration of exposure to counterparties.

– Customers and counterparties are subject to prior credit evaluations and are subject to continuous monitoring at subsidiary level.

– We continue to monitor the performance of counterparties to whom we have sold businesses, and retain access to information under the terms of the sale agreements.

As expected, during the year the Group received £2.2 million in contingent consideration, which has reduced the level of contingent consideration receivable to an amount of £3.0 million. We expect to receive this amount in the year 2016. Please refer to note 20 for further details.

11. Regulation and tax, including conduct considerations

Ongoing changes to regulation, taxation and the legislative environment applicable to the Group’s activities, operating model or business opportunities may result in implementation costs and disruption to our businesses. The Group could face a loss arising from customer complaints, a fine and/or regulatory censure from failure to comply with applicable regulations.

– Strong governance and risk management framework, including Board oversight, local compliance, risk and finance managers, compliance monitoring and internal audit functions.

– Close interaction with the FCA on all regulatory changes.

– Strong compliance culture geared toward FCA focus on consumer outcomes, supported by appropriate performance incentives to ensure clients are properly served and supported in a fair and transparent manner.

– Communication with all tax authorities in an open, honest and transparent manner in accordance with the tax risk appetite set by the Board.

We continually review and update our risk management framework to ensure that we are in the best position to identify, assess, measure, monitor and manage risks that may impact on the successful delivery of our strategic objectives. We are confident that changes made within our risk management framework is continuing to keep pace with changes in regulation and legislation.

Risk management continued



Corporate social responsibility

RESPONSIBLE MANAGEMENT

“We, at IFG, understand that responsible management is important to all our stakeholders, including Shareholders, clients, employees, suppliers and the communities in which we operate.”

PEOPLE We are committed to recruiting and retaining talented people who put clients at the heart of our businesses.

Employee engagementIFG actively encourages employee involvement and consultation and places emphasis on keeping its employees informed of the Group’s activities and financial performance by such means as the employee intranet and publication to all staff of relevant information and corporate announcements.

We try to consult with staff on any occasion where we feel that their interests may be affected and we arrange forums for discussion between staff and senior management.

Training and developmentThe Group continues to meet its business objectives by having a highly trained and professional workforce. Professional development is actively encouraged and many of our staff embark on professional qualifications to further their knowledge and careers within the Group.

Just as important as developing the existing workforce, we are focused on attracting the best graduates who may, one day, become senior managers and leaders. Both our businesses run graduate recruitment and training programmes that blend on-the-job training, classroom learning and mentoring.

Saunderson House attracts, trains and retains advisers with the highest levels of competence, and their chartered status since 2008 reflects this. As at 31 December 2015, they have 45 chartered financial planners, 18 trainee financial planners on their graduate scheme and five chartered financial analysts.

Each year they take on university graduates who become trainee financial planners and will eventually become chartered financial planners. It is a priority for them to study towards becoming chartered. This is a rigorous process that takes approximately five years. Saunderson House supports the process of becoming chartered

by funding course fees, paying for appropriate training resources and providing time off for study and for exams.

Similarly, professional development continues to be actively encouraged in James Hay and many of their employees embark on professional qualifications to further their knowledge and careers within the company. During the year, 58 of their employees have studied for professional exams across a range of pertinent areas of professional expertise. Investment in people continues to be a key focus of the business.

CASE STUDY


Strategic report

Diversity and inclusionIFG proudly fosters a working environment that supports the principals of diversity and equality, and is committed to ensuring that everyone is treated with dignity and respect. We are an equal opportunities employer and it is our policy to ensure that all job applicants and employees are treated fairly and on merit to ensure the Group attracts, retains and promotes the best available talent. The table below shows the gender split at different levels within the organisation as at 31 December 2015:

Male Female Total

Non-Executive Directors 5 2 7

Executive Directors 2 – 2

Senior managers 32 6 38

Other employees 350 383 733

Total 389 391 780

Health and safetyIFG is committed to providing a safe and healthy environment in which its employees can work. We use health and safety consultants on an ongoing basis to ensure that standards are maintained. Health and safety policies are made available to all staff.

The policies are reviewed and updated on an ongoing basis taking into account changes in the law, and staff are notified of any changes that are made.

CLIENTS AND GOVERNANCECorporate governanceWe follow the corporate governance guidelines contained in the UK Corporate Governance Code (‘the Code’) published by the UK Financial Reporting Council in 2010 (revised in September 2012 and September 2014), and the Irish Corporate Governance Annex.

We ensure that, where practical, the Group complies with the Code or, where it has not done so, explains why this is the case. We compete fairly in the markets in which we operate and believe in business transparency and ethical behaviour. More details can be found in the corporate governance statement on pages 37 to 41.

Client careWe are committed to the highest standard of client care and support the FCA’s conduct framework. We work with our clients to ensure our relationships deliver best-in-class investment performance and financial advice, excellent administration, protection from inappropriate risk and that client communication is clear, fair and understandable.

We have in place a strong and fair complaints process, which has translated into minimal levels of compensation or referral to the financial ombudsman service.

COMMUNITIESCharitiesFor many years, our people have been involved in charitable activities, both at an individual and company level. Many of our staff expand their own skill sets and develop networks that personally and professionally enrich them through involvement in a number of charitable trusts, committees and volunteer initiatives.

Some of the charities supported in the year were as follows:

– Action for Children – Age UK – Glass Door – Marie Curie – MIND – Movember Foundation – McMillan Cancer Support – Seeing is Believing – The British Heart Foundation

Local sponsorships, volunteering and community supportIFG and its employees are committed to the communities in which we operate. Employees take great pride in the impact they make on their local communities and are actively encouraged to contribute, with efforts ranging from local sponsorship and volunteering, to providing educational support.

During the year some of the local initiatives employees were involved in were:

– Guild of St. Bart’s Spring Serenade Concert

– City Giving Day 2015 – Camden Short Breaks project – Network training hosted by

Will Kintish – Salisbury Hospice – The Trussell Trust

CASE STUDY

OFFICIAL SAUNDERSON HOUSE CHARITY PARTNER – ACTION FOR CHILDREN

2015 Partnership total: £16,100Action for Children is our official charity partner for 2015–2016. Employees of Saunderson House voted for the charity from a shortlist nominated by staff and will donate their time and raise funds throughout the two-year period of the partnership.

Action for Children works in the heart of local communities across the UK, providing help and support to the young and vulnerable as they grow up. One in every ten children across the UK is suffering from neglect, that’s one child in every street across the country suffering in this way.

Saunderson House will support fundraising activities for the charity by giving staff paid time for volunteering, donating the use of the firm’s facilities and providing some core funding.

Efforts to support the charity are focused through the firm’s ‘Make a Difference’ committee which is made up of a cross-section of members of staff and is chaired by Christopher Sexton, Investment Director. Christopher also chairs the charity’s investment sub-group and is a member of its finance committee.

Corporate social responsibility continued



ENVIRONMENTAL SUSTAINABILITYIFG is committed to mitigating our environmental impact through effective management of energy systems, travel, water usage and waste recycling. We recognise the effect our business can have on climate change and we take a proactive approach to managing our businesses, whilst at the same time encouraging all employees to consider their own personal impact on the environment.

Mandatory greenhouse gas report resultsReducing emissions is the right thing to do for a responsible Group seeking sustainable profits. It conserves energy, saves money and helps deliver energy security and better resource efficiency. Some initiatives have included installing motion activated lighting and a PC power management system at a number of properties within the Group.

Our gross greenhouse gas (GHG) emissions for the year ended 31 December 2015 totalled 494 tonnes of CO2e. We break down our emissions into three categories which can be seen in the table

below. We have used emission factors from Defra/DECC’s GHG Conversion Factors for Company Reporting.

Our carbon data is collected by managers in each of the countries in which we operate and entered into a reporting tool that has been designed specifically to support our carbon footprint process. This tool has been developed to reflect the requirements of the GHG protocol and calculates CO2e emissions.

ENVIRONMENTAL INITIATIVESThe Group continues to recognise its impact on the environment and takes steps to minimise it. It is our aim to deal with clients and businesses electronically wherever possible, not only to speed up information transfer but also to reduce the amount of paper we use. We have invested heavily in both the James Hay and Saunderson House technology to facilitate an increase in online and paperless services for our clients.

We have made a recommendation to Shareholders to receive all future communications from the Group electronically, including via the Group’s website, rather than sending documents or information by post.

Our Shareholders may continue, if they choose to do so, to receive communications in traditional paper form by post.

In addition, we utilise a software application that allows Board and committee papers to be distributed electronically, eliminating the need for printing Board documents and thus conserving resources.

IFG continues to remain committed to seeking out new and innovative ways to reduce our environmental impact. We continue to build on efforts to encourage recycling at all our offices by encouraging staff to separate recyclable waste from general waste. This has resulted in a significant decrease in the amount of waste being sent to landfill.

Description 2011 2012 2013 2014 2015

Owned vehicles 1 3 3 3 0Electricity, gas and water 457 464 454 385 169Business travel 444 460 446 389 325

Total 902 927 903 777 494

GHG emissions (tonnes CO2e)


Governance

Board of Directors

John Gallagher Paul McNamara John Cotter Colm Barrington Evelyn BourkeChairman (56)

Group Chief Executive (49)

Group Finance Director (49)

Non-Executive Director (70)


Mr Gallagher is a graduate of UCD. He was a founder of Magnum Group, a services business. He was also a founder of Celtic Utilities Ltd, Greenstar and Crownway Investments, a private investment company.

Mr McNamara is a fellow of the Institute and Faculty of Actuaries in the UK and of the Society of Actuaries in Ireland. He also holds an MBA from CASS Business School at City University in London. He was managing director of investments and insurance in Barclays and he previously held senior roles at Standard Life Group, HBOS (Lloyds Banking Group), AXA UK, McKinsey & Company and Bank of Ireland Group.

Mr Cotter is a fellow of the Institute of Chartered Accountants with more than 20 years’ experience in the UK financial services industry. He was group finance director and chief risk officer at Collins Stewart Hawkpoint plc from 2009 to 2012 and chief operating officer (Global Business Unit Control) at the Royal Bank of Scotland. He was also chief operating officer and chief financial officer at Morgan Stanley Bank International Limited, during his 15 years with that firm.

Mr Barrington is a graduate of UCD and, prior to his present position, held several senior positions in the global aircraft leasing sector, including managing director of Babcock & Brown Ireland Limited, president of GE Capital Aviation Services Limited and chief executive of GPA Capital. He recently stepped down as Chairman of Aer Lingus plc, following the sale of the company to International Consolidated Airlines Group.

Ms Bourke is a qualified actuary with an MBA from London Business School and has significant experience in financial services, having held senior roles at Chase de Vere Investments plc and Tillinghast-Towers Perrin. She subsequently worked for Standard Life, initially as group strategy and planning director, and then finance director of Standard Life UK Financial Services. She was also appointed CFO of Friends Provident/Life plc and, two years later, chief commercial officer of Friends Life Group, with responsibility for group strategy and capital.

Term of Office

Joined the Board in February 2013.

Joined the Board in July 2014.

Joined the Board in December 2013.

Joined the Board in June 2005.

Joined the Board in August 2011.

Independent

Not applicable Not applicable Not applicable No Yes

External Directorships and Commitments

Executive chairman of Crownway Capital and director of the Doyle Collection Hotel Group and Enet Telecom.

No external director appointments.


Chief executive of FLY Leasing Limited and non-executive director of Hibernia REIT plc.

CFO of BUPA Insurance and non-executive director of Highway to Health.

Committee Membership

Finance Committee Chairman (3 years)

Remuneration Committee Chairman (10 years) Nomination Committee Chairman (9 years)Audit Committee (10 years)

Risk Committee Chairperson (4 years) Remuneration Committee (3 years)



John Gallagher Paul McNamara John Cotter Colm Barrington Evelyn BourkeChairman (56)

Group Chief Executive (49)

Group Finance Director (49)



Mr Gallagher is a graduate of UCD. He was a founder of Magnum Group, a services business. He was also a founder of Celtic Utilities Ltd, Greenstar and Crownway Investments, a private investment company.

Mr McNamara is a fellow of the Institute and Faculty of Actuaries in the UK and of the Society of Actuaries in Ireland. He also holds an MBA from CASS Business School at City University in London. He was managing director of investments and insurance in Barclays and he previously held senior roles at Standard Life Group, HBOS (Lloyds Banking Group), AXA UK, McKinsey & Company and Bank of Ireland Group.

Mr Cotter is a fellow of the Institute of Chartered Accountants with more than 20 years’ experience in the UK financial services industry. He was group finance director and chief risk officer at Collins Stewart Hawkpoint plc from 2009 to 2012 and chief operating officer (Global Business Unit Control) at the Royal Bank of Scotland. He was also chief operating officer and chief financial officer at Morgan Stanley Bank International Limited, during his 15 years with that firm.

Mr Barrington is a graduate of UCD and, prior to his present position, held several senior positions in the global aircraft leasing sector, including managing director of Babcock & Brown Ireland Limited, president of GE Capital Aviation Services Limited and chief executive of GPA Capital. He recently stepped down as Chairman of Aer Lingus plc, following the sale of the company to International Consolidated Airlines Group.

Ms Bourke is a qualified actuary with an MBA from London Business School and has significant experience in financial services, having held senior roles at Chase de Vere Investments plc and Tillinghast-Towers Perrin. She subsequently worked for Standard Life, initially as group strategy and planning director, and then finance director of Standard Life UK Financial Services. She was also appointed CFO of Friends Provident/Life plc and, two years later, chief commercial officer of Friends Life Group, with responsibility for group strategy and capital.

Term of Office



Joined the Board in December 2013.

Joined the Board in June 2005.

Joined the Board in August 2011.

Independent

Not applicable Not applicable Not applicable No Yes


Executive chairman of Crownway Capital and director of the Doyle Collection Hotel Group and Enet Telecom.



Chief executive of FLY Leasing Limited and non-executive director of Hibernia REIT plc.

CFO of BUPA Insurance and non-executive director of Highway to Health.


Finance Committee Chairman (3 years)

Remuneration Committee Chairman (10 years) Nomination Committee Chairman (9 years)Audit Committee (10 years)

Risk Committee Chairperson (4 years) Remuneration Committee (3 years)

David Paige Peter Priestley Robin Phipps Cara RyanSenior Independent Director (64)




Mr Paige is a fellow of the Institute of Chartered Accountants and was a partner in Coopers & Lybrand’s financial services division before moving into senior executive positions with NatWest Bank, Zurich Financial Services, Aviva plc and Royal & Sun Alliance Insurance Group where he was executive director for risk. He was also non-executive director of several of Aegon’s UK businesses from 2006 to 2012.

Mr Priestley is a qualified lawyer, with an MBA from the University of Michigan. He is an experienced corporate finance adviser, having spent his early career at Williams Holdings plc. Mr Priestley was involved in the foundation of Pension Insurance Corporation, a leading UK Life Insurer, and co-founded both Celtic Utilities Limited and Greenstar Limited.

Mr Phipps has significant experience in financial services, having been a group director of Legal & General Group plc, non-executive director of GE Money Credit Cards, Partnership Assurance, Resolution Group and Friends Life and a senior financial services adviser to Ernst & Young.

Ms Ryan holds a Masters in Investment & Treasury, worked as an economist for Ulster Bank and has strong experience in corporate finance and financial services. She was appointed managing director of IFG Investment Managers from 2001 until the business was sold in 2006. Ms Ryan has held board positions on numerous investment funds and was an executive director of Manor Park Homebuilders, where she dealt with financial and legal matters of the group.

Term of Office


Joined the Board in March 2010.

Joined the Board in March 2012.


Independent

Yes Yes Yes Yes


Non-executive director at Willis Limited and Yorkshire Building Society and chairman of the Yorkshire Building Society pension scheme.

Non-executive director of RHP Bidco Limited.

Non-executive director of BUPA UK and non-executive director of Arrow Global plc.

Non-executive director of Harmony Capital Partners Limited.


Audit Committee Chairman (3 years) Risk Committee (2 years) Finance Committee (3 years)

Risk Committee (4 years) Remuneration Committee (4 years) Nomination Committee (4 years) Finance Committee (3 years)

Risk Committee (4 years)

Audit Committee (3 years) Nomination Committee (3 years)

IFG Group plc Annual Report and Accounts 2015

36

Governance

Introduction to corporate governance – Chairman

STRONG GOVERNANCE for long-term success

Strong corporate governance is crucial to the long-term success of the Group, enabling us to deliver our strategy and growth objectives for the future. This section of the report describes how the Group is governed and managed and explains how the principles of the Code, the Financial Reporting Council (FRC) guidance on risk management and the provisions of the Irish Corporate Governance Annex, have been applied throughout the year. The Board is accountable to our Shareholders and stakeholders for the Group’s activities and is responsible for the effectiveness of corporate governance.

The Board ensures that corporate governance developments are kept under constant review as it is vital that the Group’s governance structures evolve as necessary and remain appropriate for a Group of our size and complexity. In this regards we have made some refinements during the year to existing practices to ensure full compliance following changes introduced by the 2014 Code and the FRC guidance on risk management.

ANNUAL GENERAL MEETINGFinally, I would like to encourage our Shareholders to attend our Annual General Meeting which will be held at 12 pm on 11 May 2016, at Herbert Park Hotel, Ballsbridge, Dublin 4. It provides an excellent opportunity to meet the Board of Directors and challenge them on any matters you feel are important to the development of the Group.

John GallagherChairman21 March 2016



Corporate governance statement

The Board of IFG Group plc (‘the Company’) is committed to maintaining the highest standards of corporate governance.

The Group therefore adopts the UK Corporate Governance Code September 2014 published by the Financial Reporting Council in the UK (‘the Code’) and the Irish Corporate Governance Annex published by the Irish Stock Exchange in respect of its corporate governance practices.

This statement sets out in detail how the Group has applied the principles set out in section 1 of the Code, which was published by the Financial Reporting Council in the UK and adopted by the Irish Stock Exchange. The Code is publicly available on the FRC website, www.frc.org.uk. A copy of the Irish Corporate Governance Annex can be obtained from the ISE’s website, www.ise.ie.

THE BOARD OF DIRECTORS AND ITS COMMITTEESThe Board comprises a Chairman with extensive business experience in the areas of creating, building and maximising return from companies, a Non-Executive Director who is a former Chairman of an Irish plc, three Non-Executive Directors who have significant experience and knowledge of the UK Financial Services Industry, a Non-Executive Director with extensive experience of corporate finance and a Non-Executive Director who has significant corporate finance and Irish financial services experience. The Executive Directors both have more than 20 years’ experience of working in the UK financial services sector, at senior management level.

The Board composition has changed over the last number of years to align its collective experience and talent towards the principal market segments the Group operates within. The Code requirements suggest that independent Non-Executive Directors should be a majority on the Board. In the case of IFG we have two Executive Directors and seven Non-Executive Directors including the Chairman, of which one of the Non-Executive Directors is no longer considered independent. Therefore we are Code compliant and the ratio of independent Non-Executive Directors to Executive Directors is more than appropriate. The Board is satisfied that it is well positioned to address risks and uncertainties faced by the Group as outlined on pages 28 to 30 through the combined specialist financial industry expertise and business skills of its Non-Executive and Executive Directors.

The Board is collectively responsible for the long-term success of the Group. Its role is to provide leadership, to oversee management and to ensure that the Group provides its stakeholders with a balanced and understandable assessment of the its current position and prospects.

The Board has a formal schedule of matters reserved for its decision and these include:

– approval of the strategic plans of the Group, including approval of yearly budgets; – approval of the annual and half year financial results; – review of the Group’s dividend policy and declaration of the interim dividend and recommendation of the final dividend; – approval of resolutions and related documentation put before Shareholders at general meetings; – setting the Group’s risk management policy and risk appetite; – review of financial reporting and control structure; – review and approval of acquisitions, disposals and capital expenditure; – ensuring the effectiveness of, and reporting on, the system of corporate governance; and – share issuance and financing.

In common with many of our regulated competitors, we have sought to respond to increased FCA focus on evidencing the raising of standards surrounding the quality and suitability of investment advice and administration services provided to clients, trusts and charities. How we conduct ourselves in supporting our clients to achieve their ambitions underpins the continued success of the Group.

Board

Committees

EXECUTIVEFINANCENOMINATIONREMUNERATIONAUDITRISK


Governance

Corporate governance statement continued

Subject to the matters reserved to it, the Board has delegated responsibility for the operational management of the Group to the Group Chief Executive and, through him, to the Group Finance Director and divisional senior management.

The Board has also delegated some of its responsibilities to committees of the Board. The composition and activities of these committees are detailed in their individual reports on pages 42 to 56. The Board receives reports at its meetings from the chairperson of each of the committees on their current activities.

The Board had six standing committees at the end of the year: the Risk Committee, the Audit Committee, the Remuneration Committee, the Nomination Committee, the Finance Committee and the Executive Committee.

Risk CommitteeThe Risk Committee is primarily responsible for assisting the Board in setting risk appetite and assessing and managing the risks to which the Group is exposed, as well as overseeing its risk management structure, organisation and processes. Further details of the activities of the Risk Committee are set out in the report on pages 42 to 43.

Audit CommitteeThe primary function of the Audit Committee is to assist the Board in fulfilling its Group wide financial and governance oversight responsibilities. Further details of the activities of the Audit Committee are set out in the report on pages 44 to 48.

Remuneration CommitteeThe Remuneration Committee is primarily responsible for assisting the Board in ensuring that the Group’s overall reward philosophy for Executive Directors and certain members of senior management is consistent with the Group’s strategic objectives and risk appetite. Further details of the activities of the Remuneration Committee are set out in the report on pages 49 to 54.

Nomination CommitteeThe purpose of the Nomination Committee is to make recommendations to the Board on the appointment and re-appointment of Directors. Further details of the activities of the Nomination Committee are set out in the report on pages 55 to 56.

Finance CommitteeThe Finance Committee is primarily responsible for considering and reviewing the appropriateness and strategic fit of potential acquisitions or disposals to be made by the Group, considering high level governance arrangements over subsidiaries, and assessing and reviewing the Group’s funding and banking requirements. It then makes recommendations to the Board in relation to all such matters. The committee meets only when necessary to deal with specific matters, and does not meet on a regularly scheduled basis.

The committee is composed of John Gallagher (Chairman), David Paige and Peter Priestley. The Group Chief Executive, the Group Finance Director, the chief risk officer and relevant members of the senior management team attend meetings, as necessary.

Executive CommitteeAll Directors of the Board are members of the Executive Committee. Its remit is to facilitate the execution of documents by seal or by authorised signatory related to matter approved by the Board, administration of matters relating to the issuing of shares, the completion of share certificates and any other administrative functions necessary for the execution of pre-approved Board decisions. The committee meets only when necessary to deal with specific matters, and does not meet on a regularly scheduled basis.

CHAIRMANThe Chairman’s primary responsibility is to lead the Board, to ensure that it has a common purpose, is effective as a group and at individual Director level and that it upholds and promotes the highest standards of integrity, probity and corporate governance.

The Chairman is specifically responsible for establishing and maintaining an effective working relationship with the Group Chief Executive, for ensuring effective and appropriate communications with Shareholders and for ensuring the members of the Board develop and maintain an understanding of the views of Shareholders.

A clear division of responsibility exists between the Chairman and the Group Chief Executive. The responsibilities of each have been set out in writing and have been approved by the Board.

SENIOR INDEPENDENT DIRECTORDavid Paige has served as the Senior Independent Director (‘SID’) since May 2015. The SID is available to the Chairman for separate consultation and is also available as an intermediary for other Directors, if required. The Group has an approved process for feedback and review of the Chairman’s performance. This process is managed by the SID. He is also available to Shareholders, should contact through the normal communication channels not be available or appropriate.



Length of tenure of Directors at 31 December 2015

Balance of Executive and Non-Executive Directors at 31 December 2015

Balance of male and female Directors at 31 December 2015

0-2 years 2-5 years Over 5 years

Chairman Executive Non-Executive

Male Female

COMPANY SECRETARYThe Company Secretary is responsible for advising the Board on all Corporate Governance matters as well as ensuring good information flows within the Board and its committees. All Directors have access to the services of the Company Secretary and may, if necessary, take independent professional advice at the Group’s expense.

BOARD COMPOSITION AT 21 MARCH 2016On 31 December 2015, the Board consisted of the Chairman, two Executive Directors and six Non-Executive Directors of whom five are deemed independent. The names of the Directors serving at the end of the year and their biographies are set out on pages 34 to 35.

In accordance with the Articles of Association, John Gallagher, Colm Barrington, Cara Ryan and David Paige all retire and being eligible, are offered for re-election to the Board.

APPOINTMENT OF DIRECTORSThe Articles of Association provide that all Directors are subject to retirement by rotation on the basis that one-third, or the number nearest one-third of their number, retire at each Annual General Meeting (‘AGM’).

All Non-Executive Directors are engaged under service agreements. A copy is available on request from the Company Secretary, in accordance with the Articles of Association. It is Board policy that Non-Executive Directors are normally appointed for an initial term of three years expiring at the AGM in the third year following their election. Non-Executive Directors are typically expected to serve two three-year terms; however, the Board may invite them to serve longer. All Directors are submitted for re-election at least every three years.

Directors joining are initially co-opted to the Board by vote of the existing Board. Elections of Directors by the Shareholders at an AGM take place at the AGM immediately after co-option and at subsequent periodic intervals of service.

INDEPENDENCE OF NON-EXECUTIVE DIRECTORSThe Code provides that an independent Director is one who is independent in character and judgement, but also free of relationships or circumstances which are likely to affect, or could appear to affect the Director’s judgement.

Under the provisions of the Code, Evelyn Bourke, David Paige, Robin Phipps, Peter Priestley and Cara Ryan are deemed independent Directors by the Board. Colm Barrington, by virtue of holding tenure in excess of nine years, is deemed not to be independent under the Code.

The Board has concluded that it is in Shareholders’ interest for Colm Barrington to remain on the Board. The Board believes that Colm Barrington continues to make a valuable contribution and that his experience is relevant to the ongoing challenges the Board faces.

BOARD MEETINGS The full Board met nine times during the year. In addition, the Board committees meet as required. All Directors allocate sufficient time to the Group to discharge their responsibilities effectively as identified in the following table. Board meetings are held with a pre-published structured agenda. Board papers are circulated electronically to each Director in sufficient time before Board meetings. Minutes of the meetings are completed, agreed and signed at the next Board meeting. Any concerns or issues of any individual Directors are noted and recorded in the minutes. The Chairman also meets Non-Executive Directors during the course of the year without Executive Directors being present.

Each year a number of the Board meetings are held at our subsidiary business locations, in the UK, which allows Directors to meet with the local management teams. In the year under review, the Board held meetings at James Hay in Salisbury and Saunderson House in London.


Governance

Corporate governance statement continued

The following table sets out the attendance by Directors at meetings during the year ended 31 December 2015:

Director Board Audit Remuneration Risk Nomination Finance Executive

John Gallagher 9 – – – – 7 3Colm Barrington 8 6 3 – 1 – –Evelyn Bourke 8 – 3 4 – – –John Cotter 9 – – – – – 3Paul McNamara 9 – – – – – 2David Paige 9 6 – 4 – 4 2Robin Phipps 8 – – 4 – – –Peter Priestley 9 – 3 4 1 7 –Cara Ryan 9 6 – – 1 – –

Total meetings held 9 6 3 4 1 7 3

RELATIONSHIP WITH SHAREHOLDERS The Group places considerable importance, and puts significant effort into, communications with Shareholders. The Group Chief Executive and Group Finance Director meet regularly with institutional Shareholders, prospective investors and brokers catering for private Shareholders. This ongoing programme of dialogue and meetings deals with a wide range of relevant matters including strategy, performance, management and governance.

In September 2015, an investor day took place in London which was attended by the Chairman and the Executive Directors, existing and prospective Shareholders, as well as various brokers, analysts and fund managers.

The Code suggests that the SID should attend meetings with major Shareholders, and that major Shareholders should be offered the opportunity to meet with new Non-Executive Directors in order to develop a balanced understanding of their issues and concerns. The Group does not believe that, given its size, it is necessary to implement these Code provisions on an ongoing basis. Instead, the Group Chief Executive reports to the Board on meetings with Shareholders and brokers. The Chairman and the SID are also available to Shareholders. The Board is briefed regularly on the views and concerns of Shareholders.

At its AGM, the Group complies with the provisions of the Code relating to the disclosure of proxy votes and the separation of resolutions. The outcome of general meetings, including voting results, is published following the conclusion of the meeting.

DIRECTORS’ CONFLICTS OF INTERESTThe Board has effective procedures for managing and, where appropriate, approving conflicts or potential conflicts of interest. Directors are invited periodically to confirm or amend any conflicts of interest and are encouraged to report these as and when they arise.

TRAINING AND DEVELOPMENTNew Non-Executive Directors undertake appropriate induction on joining the Board and meet with key Executives, with a particular focus on ensuring Non-Executive Directors are fully informed on issues of relevance to the Group and its operations. Directors are provided with opportunities to update their skills and knowledge through participation in operational reviews and presentation sessions.

The Chairman and Company Secretary review Directors’ training needs, in conjunction with individual Directors, and match those needs appropriately. Training and education of Directors is fulfilled by in-house presentations by various executives and employees with specific operational responsibilities and presentations and updates from external experts and consultants where appropriate. This takes the form of presentations on products focusing on functionality, price and service offerings. Some Directors also attend investor meetings and seminars on the business provided by the Group Chief Executive Officer and senior management.

BOARD PERFORMANCE EVALUATION A formal evaluation of the Board and its committees is carried out on an annual basis and at appropriate intervals a formal process is facilitated by an independent third party. The last external evaluation was conducted in 2012 by Egon Zehnder, who had no other links to the Group. An independent external evaluation is due to be undertaken in 2016.

Since the external Board evaluation in 2012, the Board has continued to review its performance through a variety of mechanisms, including periodic self-assessment questionnaires. Following the external evaluation planned for 2016, the Board expects to adopt a more formalised and documented approach to Board performance evaluation.



The Board also carries out an assessment process for the Chairman. This is led by the SID. The evaluation process covers a broad range of areas including preparation for meetings, participation in meetings, time commitments and interaction with the other members of the Board.

Overall, the evaluation process confirmed that the Board was operating effectively with a culture that supported open and challenging debate and that all Directors individually made valuable contributions and demonstrated commitment to the role.

INSURANCEThe Group maintains appropriate insurance cover in respect of litigation against the Directors.

STATEMENT OF COMPLIANCE WITH THE CODE The Directors confirm that the Group has reviewed the provisions of the Code published by the UK Financial Reporting Council in 2010, revised in September 2012 and September 2014 and the Irish Corporate Governance Annex and is in compliance throughout the year ended 31 December 2015.

This corporate governance statement forms part of the report of the Directors.


Governance

Risk Committee

A copy of the full terms of reference for the committee can be found on our website at www.ifggroup.com.

MEETINGSThe members of the committee are Evelyn Bourke (Chairperson), Robin Phipps, Peter Priestley and David Paige. Further biographical details regarding the members of the Risk Committee are set out on pages 34 to 35. All four members of the Risk Committee have extensive experience in other companies and industries of risk matters and therefore satisfy the requirements of the Code. In accordance with good corporate governance, the Chairman of the Audit Committee, David Paige, is a member of the Risk Committee.

The length of tenure in years of the Directors on the Board is set out below:

Committee member Length of tenure on Risk Committee

Evelyn Bourke (Chairperson) 4

David Paige 2

Robin Phipps 4

Peter Priestley 4

The committee holds at least three meetings in every year. In addition, the Chairperson convenes further committee meetings during the year as necessary in order to appropriately discharge its responsibilities. The committee met on four occasions in 2015. The Chairperson of the committee invites members of management to attend the committee meetings, as appropriate. The Group Chief Executive, the Group Finance Director, the Group Chief Risk Officer and the head of Internal Audit attend meetings of the committee.

MAIN RESPONSIBILITIES OF THE COMMITTEEThe committee considers, annually, the Group’s risk appetite statement and any amendments to it for recommendation to the Board and also reviews annually the Group risk management framework, which is predicated on a ‘three lines of defence’ governance model.

The committee monitors, on behalf of the Board, the risk profile of the organisation against its stated risk appetite, and prompts and challenges remedial action should the risk profile fall outside of agreed tolerances.

The committee also reviews and challenges, on behalf of the Board, any proposed acquisitions, disposals or significant new contracts, in terms of fit with the Group’s risk appetite, the overall impact on the Group’s risk profile and the ability of the organisation to meet the objectives of all its stakeholders. The committee monitors the execution of significant transactions to provide assurance that these are completed successfully and managed appropriately to deliver the value intended.

The committee considers the key risks faced by the Group and its operating subsidiaries, and the effectiveness with which these are identified, assessed and remediated through the Group’s risk management framework. Integral to this process is a detailed consideration of the key risk indicators being reported by the businesses, together with any issues and incidents that may occur from time to time. The key risks are outlined in the strategic report on pages 28 to 30.

“The Risk Committee assists the Board in its oversight of risk within the Group, with particular focus on the Group’s risk appetite, risk profile and the effectiveness of the Group’s risk management framework, as well as its compliance with the requirements of those regulatory bodies that authorise the Group’s business.”

Evelyn BourkeChairperson of the Risk Committee



The committee reviews and approves the ‘second line of defence’ Group risk and compliance annual monitoring plan on behalf of the Board, as an independent source of assurance that key risks are being managed appropriately. The committee challenges the execution of these plans and associated deliverables on an on-going basis.

FOCUS OF THE COMMITTEE IN 2015In 2015, the committee focused on technology risks in general and risks to the resilience and performance of the Group’s IT systems in particular, with a focus on managing and mitigating any emerging new risks in relation to information security and in relation to the capability and capacity of core systems. The Chairperson invited relevant senior management from the businesses to committee meetings, to discuss in detail the way in which such issues are being addressed.

The committee also focused on the regulatory risk agenda during the year, notably in respect of the effectiveness with which the Group’s regulated subsidiaries deliver appropriate and compliant end consumer outcomes.

The committee reviewed compliance with those regulations applicable to the operating businesses and the appropriateness of plans to respond to any changes in regulation.

The committee reviewed the risk appetite statement to ensure that it remained current and appropriate to the needs of the business and the expectations of the Board.

The committee also reviewed on behalf of the Board the adequacy of the Group’s regulatory capital resources, and specifically the completeness and transparency of the Group’s ICAAP document, which summarises as required the Group’s ongoing ability to meet its regulatory capital requirements.

RISK COMMITTEE PRIORITIES FOR 2016The committee’s remit for 2016 remains unchanged in terms of its core responsibilities and thereby its contribution to the Group’s overall governance framework.

The committee will continue to focus on technology and resourcing risks and opportunities to facilitate and sustain high standards of service delivery across all operations.

The committee will continue to evaluate risk appetite as firm and market conditions evolve.

The focus on regulatory and compliance risks will also continue, to ensure that the Group remains highly adaptable and effective in embracing best practice in a continuous environment of significant market change.

The committee will continue to bring constructive risk-based challenge to the effective operation of the whole organisation, to ensure appropriate outcomes are delivered for all key stakeholders.

REVIEW OF THE COMMITTEE PERFORMANCE Each year, the effectiveness of the Board and the wider Group governance framework is assessed as part of an appraisal initiative commissioned by the Group Chairman. This includes an assessment of the effectiveness and performance of the Risk Committee, with the conclusion, that the committee is effective in carrying out its duties.


Governance

Audit Committee

The role, responsibilities, authority and duties of the Audit Committee are set out in our written terms of reference which are available on our website at www.ifggroup.com.

MEETINGSThe members of the committee are David Paige (Chairman), Colm Barrington and Cara Ryan. Further biographical details regarding the members of the Audit Committee are set out on pages 34 to 35. All three members of the Audit Committee have extensive experience in other companies and industries of financial matters and therefore satisfy the requirements of the Code. The Board have determined that David Paige, the Chairman of the committee, is the committee’s designated financial expert.

The length of tenure in years of the Directors on the committee is set out below:

Committee member Length of tenure on Audit Committee

David Paige (Chairman) 3

Colm Barrington 10

Cara Ryan 3

In the year under review, the committee held six scheduled meetings, details of the attendances at these meetings are set out on page 40.

Certain meetings are scheduled around the financial reporting cycle to allow the committee to discharge its duties in relation to the financial statements. To discharge its functions effectively, the audit committee has unrestricted access to the Group’s external and internal auditors, with whom it meets separately at least once annually, without the presence of the Executive Directors. These meetings ensure that there are no restrictions on the scope of their audits, and allow discussion on any matters that the auditors might not wish to raise in the presence of management.

The Group Chief Executive, the Group Finance Director, the head of internal audit and the external auditors generally attend meetings of the committee.

MAIN RESPONSIBILITIES OF THE COMMITTEE – The integrity and presentation of the financial statements and any announcements or judgements they contain, including the

2015 interim results announcement and the 2015 preliminary announcement and Annual Report, in each case recommending that these be approved by the Board. In addition the committee formally considers whether the annual financial statements as presented are fair, balanced and understandable.

– The appropriateness of the Group’s accounting policies and compliance with relevant accounting standards. – Considering management’s report of related party matters. – Receiving reports from Group personnel relating to internal control and internal audit. Such reports provide the Committee with the

information required to oversee the Group’s systems of internal financial control, internal control policies, corporate governance procedures and the overall system of risk management and control.

– Approving the external auditors’ terms of engagement including the scope of the audit and fee proposal. The committee also annually assesses external auditor objectivity and independence taking into account relevant professional and regulatory requirements and the relationship with the audit firm as a whole, including the provision of non-audit services.

– The internal audit function’s terms of reference, resources, its audit plan and reports on its work during the financial year. – The arrangements by which staff may, in confidence, raise concerns about possible fraud. – The self-evaluation of the committee’s performance.

“The Audit Committee plays a key role in overseeing the integrity of financial reporting as well as monitoring and reviewing internal controls and the internal audit function. The Audit Committee provides a formal reporting link with the external auditors.”

David PaigeChairman of the Audit Committee



FOCUS OF THE COMMITTEE IN 2015The following matters were considered by the committee at its scheduled meetings:

Financial reporting and external auditor – Reviewed and agreed the Annual Report and Accounts, interim management statements, the half-yearly report, investor

presentations and the scope and methodology of the audit work to be undertaken by the external auditor. – Reviewed reports received from the external auditor on the financial statements including the significant audit risks, areas

of audit focus and the reasonableness of the significant management judgements used in preparing the accounts.

External audit – During 2015, the committee undertook a tender process to select an audit firm for the 2015 audit. Following a thorough

process, Deloitte were appointed to replace PwC as the Group auditors for 2015.

Internal audit – Reviewed and approved the internal audit plan for the year. – Reviewed reports from internal audit including management responses to the findings of the reports and the proposed

management actions.

Control environment – Received updates on regulatory engagement. – Reviewed year end reports providing assurance on the effectiveness and robustness of the Group’s system of internal controls. – Reviewed a letter of recommendation from the external auditor for improving the systems of internal financial control based

upon their audit work for the year. – Reviewed the overall effectiveness of the Group’s internal financial controls and disclosures made in the Annual Report

and Accounts. – Received management presentations on control related matters.

Terms of reference – Reviewed its terms of reference to ensure clarity of their respective roles and responsibilities.

SIGNIFICANT JUDGEMENTS – FORMING PART OF THE AUDITED FINANCIAL STATEMENTSThe committee is responsible for monitoring the integrity of the financial statements including significant judgements.

Significant critical judgements and key estimates in connection with the Group Accounts for the year ended 31 December 2015, considered by the committee, included the following:

Goodwill and intangible assets

As set out in note 17 to the Group financial statements, at 31 December 2015, the Group had goodwill of £32.1 million with other intangible assets amounting in total to £23.2 million. Under International Financial Reporting Standards (IFRSs), balances are assessed annually for impairment. Impairment testing requires the application of judgement, largely around the assumptions that are built into the calculation of the value in use of the business being tested for impairment.

In order to satisfy itself that these balances were appropriately stated, the committee considered the impairment reviews carried out by management. These reviews related to the assumptions underlying the calculation of the value in use of the businesses tested for impairment. The main assumptions reviewed by the committee were the achievability of long-term business plans and discount rates used by the different segments which are outlined in note 17. These assumptions were subject to sensitivity analysis by management which were also reviewed by the committee. The committee concluded that the carrying values of goodwill and intangibles included in the financial statements are appropriate.


Governance

Exceptional items

The Group accounts have historically adopted an income statement format which seeks to highlight significant items within the Group results for the year. Judgement is used by management in assessing the particular items, which by virtue of their scale and nature, should be disclosed separately in the Consolidated Income Statement and/or notes as exceptional items. During the year ended 31 December 2015, the Group incurred £1.35 million of non-recurring and exceptional items (see note 6) which primarily relates to further costs incurred in relation to IFG Financial Services UK since completion. These costs were unforeseen at the time of completion.

The committee considered the accounting treatment and disclosure of these costs in the financial statements through a detailed review of management’s plans in respect of the related activities, and also sought the views of the external auditor as to the appropriateness and consistency of the accounting treatment and disclosures. On the basis of this review, the committee concluded that the accounting treatment and disclosure of these items were appropriate.

Liability provisioning

As set out in note 24, the Group has provisions of £2.6 million as at 31 December 2015. The Group makes provisions where it is probable that settlement of liabilities will result in a cash outflow in respect of contractual obligations, warranties, litigation, customer and supplier claims and other matters.

The committee considered the nature of the provisions, the potential outcomes, any developments relating to specific claims, and the prior history of obligations, provisions and claims in order to assess whether the provisions recorded are prudent and appropriate. The committee discussed with management and with the external auditor the key elements of judgement to assure themselves as to the adequacy and appropriateness of the provisions. Following this discussion, the committee was satisfied that the judgements exercised were appropriate and that the provisions were fairly stated in the annual accounts.

Recoverability of contingent consideration

In accordance with accounting standards, contingent consideration, which may be received in the future, in relation to businesses sold, is partially recognised based on management assessment of the likely amount to be received, discounted to net present value. This amount, which arises on the 2014 disposals of the IFG FS business to Ascot Lloyd and the Irish Pension business to Willis Ireland, is included in other receivables within note 20 of the financial statements. It is reassessed by management on an annual basis and is dependent on the ongoing performance of those businesses.

The committee reviewed the key assumptions, made by management including the forecasts used to calculate the amount of contingent consideration likely to be received. The committee does not have any reason to believe that there has been a significant change in the business performance of the businesses sold, thus the assumptions made by management were appropriate.

Other matters

In addition to the above matters, the committee also considered a number of other judgements which have been made by management including: provisioning for impairment of trade receivables, the useful lives for property, plant and equipment and intangible assets, the treatment of discontinued operations and assets held-for-sale, the recoverability of deferred tax assets and segmental reporting.

GOING CONCERN AND VIABILITYThe committee reviewed documented assessments by management supporting the going concern and viability statements, which underpin the basis of presentation for the Parent Company and consolidated 2015 financial statements. The assessment included:

– an analysis of the Group’s solvency and liquidity position and of budget information for a period not less than 12 months, after the date of approval of the financial statements;

– consideration of the medium-term plans, using a three year horizon, taking into account the profitability and the cash flow implications of the plans, which include a sensitivity analysis based on the key business risks identified by the Group; and

– an analysis of surplus cash available to the Group, the availability of credit facilities, the Group’s committed borrowing facilities and the relevant banking covenants.

The committee reviewed the above assessments and constructively challenged assumptions used to support short and medium-term projections, including consideration of different scenarios and key assumptions used within the above assessments. The committee was satisfied that the business is viable over that time period and that adopting the going concern basis for the preparation of the annual financial statements is appropriate.

Audit Committee continued



FAIR, BALANCED AND UNDERSTANDABLEThe committee formally advises the Board on whether the Annual Report and Accounts, taken as a whole, are fair, balanced and understandable, in accordance with section C1 of the Code. The committee must ensure that the Annual Report and Accounts also provide the information necessary for Shareholders to assess the performance of the Group, along with its business model and strategy.

The committee is satisfied that the Annual Report and Accounts, when taken as a whole are fair, balanced and understandable, provide the information necessary for Shareholders to assess the performance of the Group, along with its business risks and strategy, and continues to evolve in line with regulatory and best practice guidance.

INTERNAL AUDITThe Committee has oversight responsibilities for the internal audit function. The committee approved the 2015 internal audit plan in January 2015. Throughout the year, progress against the plan was reported in detail to the committee by the head of internal audit. The committee considered the appropriateness and status of the management actions to address issues raised in internal audit reports. The Committee also satisfied itself as to the independence and standing of internal audit within the Group, and also made enquiries of the external auditor and of senior management as to the performance of internal audit, and was satisfied in this regard.

Internal audit received specialist external support in carrying out its internal audit plan, where such specialist assistance is required. Up until their appointment as Group auditors in May 2015, this support was provided by Deloitte. Thereafter such support has been provided by PwC.

The head of internal audit meets regularly with the Chairman of the Audit Committee and the Audit Committee meets with the head of internal audit on a regular basis without the presence of management.

The annual setting of objectives for Internal Audit, and the performance of the head of internal audit are undertaken by the Chairman of the Audit Committee in conjunction with the Group Finance Director.

EXTERNAL AUDIT AND NON-AUDIT SERVICESAppointment of external auditorThe committee has the primary responsibility for making recommendations on the appointment, reappointment and removal of the external auditors. Deloitte were appointed at our AGM on 12 May 2015, to replace PwC, as the Group’s auditors in 2015. This followed a competitive tender process which was overseen by the committee. The tender process was both comprehensive and thorough, culminating in a recommendation by the committee to the Board for the appointment of Deloitte for the audit of the Group consolidated accounts from 2015. There are no matters in connection with PwC’s retirement as auditors which, in the view of the committee, need to be brought to the attention of Shareholders.

External audit effectivenessAs a result of the appointment of Deloitte as external auditors, at the 2015 AGM, a formal review of their effectiveness was not carried out in 2015. This will be undertaken after the conclusion of their audit work in respect of 2015, and in advance of their work on the 2016 interim results.

External auditor independenceAs a committee, we are responsible for the development, implementation and monitoring of the Group’s policies on external audit which are designed to maintain the objectivity and independence of the external auditors.

The committee has a process in place to ensure that the independence of the audit is not compromised. This includes obtaining confirmation from the external auditors that in their professional judgement they are independent from the Group.

During the first quarter of 2015, Deloitte provided specialist support to internal audit to enable completion of its internal audit programme. Deloitte did not undertake any part of the role of management when delivering these specialist internal audit services. Following the appointment of Deloitte as external auditors, in May 2015, Deloitte resigned from this internal audit support role and were replaced by PwC. In the course of their external audit, Deloitte did not place any reliance on their work in support of Internal Audit. Neither the engagement partner nor any other members of the external audit team, were involved in the provision of the Internal Audit support. As a result of these actions taken by Deloitte the committee were satisfied that Deloitte remained independent for the purpose of undertaking the external audit.


Governance

Non-audit servicesThe Group has a written policy which sets out the basis on which Deloitte can be used for non-audit work. In order to safeguard independence further, we monitor compliance with this policy. The external auditors are generally excluded from consultancy work and are not engaged by Group for other non-audit work unless there are compelling reasons to do so, for example, where the external auditors can draw upon significant historic knowledge gained through the audit process. The committee monitors the nature and extent of services provided by the external auditor through its annual review of fees paid to the external auditor for audit and non-audit work. Four key principles underpin the provision of non-audit services by the external auditor. The auditor shall not:

– audit its own firm’s work; – conduct activities that would normally be undertaken by management; – have a mutuality of financial interest with the Group; or – act in an advocacy role for the Group.

Non-audit fees and services are reported to the committee regularly. During the year ended 31 December 2015 remuneration for non-audit related services to the Group’s external auditor Deloitte totalled £104,000. Of this total, £17,000 related to payments in respect of Deloitte’s role in supporting internal audit, which occurred prior to their appointment as external auditors in May 2015. In addition, £30,000 related to the development work of the new LTIP, which was approved at the AGM prior to their appointment as external auditors.

INTERNAL CONTROL EVALUATIONThe Audit Committee conducts, on behalf of the Board, an annual assessment of the operation of the Group’s system of risk management and internal control. This assessment was based on a detailed review carried out by Group Internal Audit. Where areas for improvement have been identified the necessary actions in respect of the relevant control procedures have been or are being taken. This review took account of the principal business risks facing the Group, the controls in place to manage those risks (including financial, operational and compliance controls) and the procedures in place to monitor them.

In accordance with the guidance laid down by the Financial Reporting Council, there is ongoing review of the processes of identification, evaluation and management of the significant risks faced by the Group. Such risk processes were in place throughout the year 2015 and up to 21 March 2016, the approval date of the financial statements.

AUDIT COMMITTEE PRIORITIES FOR 2016The Audit Committee’s priorities for 2016 are in the following areas:

– continued focus on the integrity and presentation of the financial statements, and ensuring the quality and transparency of our disclosures and performance metrics;

– focus on the key risks identified in this report, with an emphasis on regulatory matters including conduct, together with ensuring preventative controls around our IT infrastructure are reviewed by internal audit to mitigate against the risk of cybercrime;

– reviewing the performance of our internal and external audit teams to ensure we continue to manage, mitigate and report on the risk we face in our businesses;

– a continued focus on internal controls, and ensuring the control environment continued to develop to meet the needs of the organisation; and

– providing challenge to the Executive Directors across all these areas to ensure the business evolves to meet the challenges it faces.

REVIEW OF THE COMMITTEE PERFORMANCEThe effectiveness of the committee is self-assessed annually by the committee, and also by the Board, in terms of its performance, independence, challenging of critical accounting judgements and interaction with internal and external audit and management. The committee’s effectiveness is reviewed as part of the Board evaluation process, see pages 40 to 41 for details on this process. The committee and the Board are satisfied that it is operating effectively.

Audit Committee continued



Remuneration Committee

The roles and responsibilities of the Remuneration Committee are set out in our written terms of reference, which are reviewed annually and are available on our website at www.ifggroup.com.

MEETINGSThe members of the committee are Colm Barrington (Chairman), Evelyn Bourke and Peter Priestley. Further biographical details regarding the members of the Remuneration Committee are set out on pages 34 to 35. All three members of the Remuneration Committee have extensive experience of remuneration practices and policies in existence in other companies and industries.

The length of tenure in years of the Directors on the committee is set out below:

Committee member Length of tenure on Remuneration Committee

Colm Barrington (Chairman) 10

Evelyn Bourke 4

Peter Priestley 6

The Group Chairman and Group Chief Executive attend on the invitation of the Chairman. None of the committee members have any personal financial interests (other than as Shareholders), conflicts of interest arising from cross-directorships or day-to-day involvement in running the business.

In the year under review, the committee held three scheduled meetings, details of the attendances at these meetings are set out in the corporate governance report on page 40.

MAIN RESPONSIBILITIES OF THE COMMITTEE – To determine and agree with the Board the policy for the remuneration of Executive Directors and certain Group senior

executives (as determined by the committee). No Director is involved in setting his or her own remuneration. – To determine the remuneration packages of the Chairman, Executive Directors and Group senior executives, including salary,

bonuses, pension rights and compensation payments. – To ensure that remuneration packages do not encourage undue risk taking and reflect the risk appetite of the Group. – To oversee remuneration structures for Group and subsidiary senior management and ensure that the level and structure

of remuneration can encourage long-term sustainability, value creation and success of the Group. – To recommend to the Board the establishment of any employee share plans (which require the approval of the Company’s

Shareholders) and exercise all the powers of the Board in relation to the operation of same, including the granting of awards and options, the setting and testing of performance conditions (where appropriate) the exercise of any discretions on behalf of the Board allowed under the rules of the plans, and any material amendments to the rules of the plans not requiring the approval of Shareholders.

– To ensure that contractual terms on termination or redundancy, and any payments made, are fair to the individual and the Company.

– To obtain reliable, up to date information about remuneration in other companies of comparable scale and complexity. – To agree the policy for authorising claims for expenses from the Directors.

“The Remuneration Committee is responsible for setting senior executive remuneration and ensuring that the Group’s overall reward philosophy is consistent with the achievement of the Group’s strategic objectives and values.”

Colm BarringtonChairman of the Remuneration Committee


Governance

FOCUS OF THE COMMITTEE IN 2015During the period the committee met three times and undertook the following activities:

– received regular updates from the Executive on progress against plans to strengthen the alignment of reward, risk management and performance throughout the Group;

– approved the individual compensation packages of the Executive Directors and members of the senior management of the Group. This includes the determination of the Executive Directors’ 2015 bonus award;

– reviewed the Chairman’s fee taking into account external benchmarking data; – approved the execution of a new Long-Term Incentive Plan for Executive Directors and members of the senior management

team of the Group; – approved the grant of awards under the new Long-Term Incentive Plan; – approved the 2016 performance criteria for the Executive Directors and members of the senior management of the Group; – ensured that the remuneration policies remained in compliance with the principles of the FCA remuneration code; and – approved the Group’s Pillar 3 remuneration disclosures and the disclosures to be included in the Annual Report.

REVIEW OF THE COMMITTEE PERFORMANCEAs detailed on pages 40 to 41 of the corporate governance statement, the Board conducts an annual evaluation of its own performance and that of its committees, committee Chairmen and individual Directors. This process concluded that the performance of the Remuneration Committee and of the Chairman of the Remuneration Committee were satisfactory.

EXTERNAL ADVISERSThe committee can call for external reports and assistance, and independent legal advice may be sought by the committee as required. The committee obtained external advice from Deloitte relating to remuneration practices, policies, salaries and overall compensation amounts payable to comparative Executive Directors. The total fees paid to Deloitte in respect of its services to the committee during the year were £30,000.

DIRECTORS’ REMUNERATION POLICYAn overview of the Group’s remuneration policy is set out below.

The main focus of the Group’s remuneration policy is to ensure alignment of the interests of Executive Directors with the Group’s strategic priorities and long-term creation of Shareholder value. The policy is intended to pay the Executive Directors and other members of the senior management, competitively and appropriately, having regard to a number of other factors, including the remuneration practices of other companies of similar size and scope, the current economic climate and the regulatory and governance framework. The committee also takes into consideration remuneration practices throughout the Group when considering Executive Directors’ and other senior management’s pay and ensures that the Group pays its Executive Directors appropriately.

The remuneration arrangements are designed to:

– promote value creation; – support the business strategy; – promote the long-term success of the Group; – attract, motivate and retain individuals of the highest calibre; – ensure that the interests of the Executive Directors are aligned with the long-term interests of Shareholders; – deliver a competitive level of pay for the Executive Directors and other members of the senior management; – promote sound risk management and ensure that the risk appetite of the Group is not contravened; – incentivise behaviours consistent with our conduct agenda in relation to clients; – ensure that the Executive Directors are rewarded in a fair and balanced way for their individual and team contribution to the

performance of the Group; and – motivate the Executive Directors and other senior management to deliver enhanced sustainable performance.

IFG’s growth strategy requires well-designed incentive plans that reward the creation of Shareholder value through organic and acquisition growth while maintaining high returns on capital employed, strong cash generation and a focus on good risk management and good outcomes for clients. The policy of the Group is to remunerate Executive Directors and senior management through basic salary and benefits, annual performance-based discretionary bonuses and participation in long-term incentive plans which promote the creation of sustainable Shareholder value and ensure fair customer outcomes.

Currently salaries and benefits are based on external third party bench mark data (Deloitte). Maximum bonus percentages are also based on this data. Bonuses are paid on Group performance and are discretionary. Bonus payments for executive management are now partly deferred.

Non-Executive Directors are paid Directors’ fees only. The fees paid are set at a level which aims to attract individuals with the necessary experience and ability to make a contribution to the Group. They do not receive bonuses or share entitlements.

Remuneration Committee continued



In accordance with the committee’s terms of reference, Non-Executive Directors shall not be involved in discussions as to their own remuneration. Remuneration of Non-Executive Directors shall be a matter for a recommendation to the Board by the Chairman and the Executive members of the Board.

As of 1 January 2016, fees for Non-Executive Directors were increased to £45,000 per annum which includes membership of the various committees. There will also be additional fees for chairing committees (fee of £10,000 per annum). Details of the membership of the committees are given on pages 34 to 35.

DIRECTORS’ REMUNERATION – FORMING PART OF THE AUDITED FINANCIAL STATEMENTSThe remuneration of the Directors for the year ended 31 December 2015 and 2014 is noted below:

Salary and fees Benefits Bonus

Long-term incentives and share-based

paymentsRetirement benefit

obligations Total

2015 £’000

2014 £’000

2015 £’000

2014 £’000

2015 £’000

2014 £’000

2015 £’000

2014 £’000

2015 £’000

2014 £’000

2015 £’000

2014 £’000

Executive DirectorsPaul McNamara (a) 330 143 10 22 200 – 8 – 66 28 614 193John Cotter 208 207 3 3 140 121 4 – 42 42 397 373Mark Bourke (b) – 98 – 18 – – – 12 – 31 – 159Gary Owens (c) – 134 – 16 – 81 – – – 32 – 263

Sub-total 538 582 13 59 340 202 12 12 108 133 1,011 988

Non-Executive DirectorsJohn Gallagher 91 102 – – – – – – – – 91 102Colm Barrington 33 36 – – – – – – – – 33 36Evelyn Bourke 33 36 – – – – – – – – 33 36David Paige 33 36 – – – – – – – – 33 36Robin Phipps 33 36 – – – – – – – – 33 36Peter Priestley 33 36 – – – – – – – – 33 36Cara Ryan 33 36 – – – – – – – – 33 36

Sub-total 289 318 – – – – – – – – 289 318

Total 827 900 13 59 340 202 12 12 108 133 1,300 1,306

(a) Paul McNamara was co-opted to the Board on 29 July 2014.(b) Mark Bourke ceased to be a Director on 25 April 2014. Details of his termination payment, in addition to the payments noted above, are outlined on page 52.(c) Gary Owens ceased to be a Director on 28 August 2014 and remained an employee until the completion of the sale of the Irish business to Willis on

11 December 2014.

NOTES TO DIRECTORS’ REMUNERATION TABLESalaryThe base salaries of Executive Directors and members of the senior management team are reviewed annually having regard to personal performance, divisional or Group performance, significant changes in responsibilities and competitive market practice in their area of operation.

FeesFees only are payable to Non-Executive Directors and are not pensionable.

BenefitsOther employment related benefits for Executive Directors principally relate to death, disability and medical insurance or cash allowances taken in lieu of such benefits.


Governance

NOTES TO DIRECTORS’ REMUNERATION TABLE CONTINUEDBonusThe annual bonus is based on financial performance, as well as personal and strategic goals. This is the total bonus earned under the annual bonus scheme in respect of the year. Bonus payments may include additional pension contributions.

In respect of 2015 and future years, bonuses for Executive Directors and certain senior managers within the business are partly deferred and vest over a multi-year timeframe. For relevant individuals, including both Executive Directors, 50% of bonuses in excess of £50,000 are deferred. The deferred amounts are evenly split between deferred cash awards and deferred share awards. The deferred cash award is paid evenly on the first and second anniversary of the initial award, and the deferred share awards vest over a three-year period, with one-third vesting on the first, second and third anniversary of the original award. The relevant individual is awarded a number of shares equating to the deferred award value, based on the share price immediately after the results for the relevant year are announced and the close period for trading has ended. The awards are subject only to continuing employment and do not have further performance conditions, as they have been awarded for performance in the relevant year, subject to the clawback and malus provisions outlined on page 53.

The amounts disclosed on page 51 are the full awards. The amounts deferred in respect of Paul McNamara and John Cotter respectively are therefore £75,000 and £45,000, split evenly between cash and stock awards.

Long-term incentives and share-based paymentsLong-term incentives were made under the new 2015 share option scheme to Executive Directors. See below for further details.

Retirement benefit obligationsPension payments in respect of Executive Directors are calculated on basic salary only and no incentives or benefits are included. All Directors’ pension contributions are paid to defined contribution schemes and the Group has no obligations in respect of defined benefit schemes.

Termination payments – for loss of office of DirectorIn 2014 there were termination payments of £974,000 relating to the former Group Chief Executive, Mark Bourke, which are not included in the total of the table on page 51. There is also a contingent liability, which is not material, for further payments depending upon the level of contingent consideration received in respect of the sale of IFG FS in 2014.

DIRECTORS’ INTEREST IN SHARE OPTIONSAs the previous long-term incentive plan (‘the Plan’) has now expired, the Board, through the Remuneration Committee, proposed the implementation of a new share option scheme in 2015 which was approved by the Shareholders at an Extraordinary General Meeting on 12 May 2015.

EligibilityAny employee (including an Executive Director) of the Group or any of its subsidiaries will be eligible to participate in the Plan at the discretion of the Board. The Remuneration Committee’s proposal is that the initial grant of awards under the Plan in 2015 will be made to the Executive Directors and initially, four other members of the senior management within the Group, including James Hay. Senior management within Saunderson House participate in the separate performance pay arrangements for that business only.

Form of awardAwards under the Plan may be in the form of an option granted to the participant to acquire ordinary shares with an exercise price equal to the market value of those shares at the date of grant. Alternatively, the Board may grant participants a right to receive a cash amount which relates to the value of a certain number of notional shares, however this is entirely at the discretion of the Board.

Performance conditionsOptions will be subject to the satisfaction of performance conditions which will determine the proportion of the option which will vest at the end of the three-year performance period.

The performance conditions applicable to the grant of the initial options to both Executive Directors and the James Hay Partnership senior management group were:

PERFORMANCE CONDITIONS

Executive Directors James Hay senior management group

50% subject to the growth in the Group’s EPS measured over a period of three years.

50% subject to the growth in the Group’s Free Cash Flow measured over a period of three years to 2017.

100% subject to the growth in the Platform segment Free Cash Flow measured over a period of three years to 2017.




Any performance condition may be amended or substituted if one or more events occur which cause the Board to consider that an amended or substituted performance condition would be more appropriate.

Individual limitsThe maximum award level under the plan will be 150% of salary. However, awards made in 2015 to the initial participants in the plan will be over shares with a market value of no more than 100% of salary (at grant). Options will not form part of pensionable earnings.

Grant of optionsOptions may be granted within the six-week period following:

– the approval of the plan; – the announcement of the Group’s results; – any day on which a restriction on the grant of options is lifted; or – on any day on which the Board determines that exceptional circumstances exist subject to any applicable dealing restrictions.

The initial awards in 2015 to the Executive Directors, specifically the Group Chief Executive and the Group Finance Director, were 235,714 and 142,000 respectively. Options granted are entirely consistent with the share option scheme rules approved by Shareholders. There was no departure from the Group’s policy in the period under review.

Terms of optionsOptions may be granted over newly issued shares, treasury shares or shares purchased in the market. Options are not transferable other than on death. No payment will be required for the grant of an option.

Overall limitsThe plan is subject to overall limits on the total number of shares which may be issued within a ten-year period of 5% of the issued ordinary share capital of the Company and an overall limit on the total number of shares issued under all employee share plans of 10%.

As at 31 December 2015, the number of shares subject to options which have been granted by the Company, but not exercised by the recipient, is 3,212,000. This represents a total of 3.05% of the total issued share capital of the Company.

Clawback and reduction for malusIn line with the Group remuneration policy, the Board have built into the new 2015 share option scheme clawback provisions. In addition, as outlined on page 52, bonuses for Executive Directors are now subject to deferral and clawback. Share options granted to Executive Directors and James Hay senior management may be subject to clawback for a period of five years from grant in certain circumstances including:

– a material misstatement of the Group’s audited financial results; – a material failure of risk management by the Group, a member of the Group or a relevant business unit; – serious misconduct on the part of the participant; or – any other circumstances which the Board in its discretion considers to be similar in their nature or effect.

Vesting and exerciseOptions that are subject to a performance condition will normally vest as soon as practicable after the end of any performance period and then only to the extent that any performance condition has been satisfied.

In addition, the Board may determine that a vested option is also subject to a holding period, during which an option may not be exercised. The Board placed a holding period on the options issued to both the Executive Directors and James Hay senior management (to the extent that they have vested) as follows:

Holding period % exercisable

On or after third anniversary following grant 33.33%On or after fourth anniversary following grant 33.33%On or after fifth anniversary following grant 33.33%

To the extent an option may be exercised, it will normally be exercisable until the tenth anniversary of the grant date.


Governance

DIRECTORS’ INTEREST IN SHARE OPTIONS CONTINUEDCessation of employment and corporate eventsIf the participant ceases to be a Director or employee of the Group, his/her unvested options will lapse on the date on which the participant ceases to hold that office or employment. The Board may, at their discretion, allow a participant’s unvested options to continue until the normal vesting date or vest as soon as reasonably practical following the date the participant ceases to be an officer or employee of the Group. This remains subject to the clawback provision mentioned previously.

If the participant ceases to be a Director or employee of the Group during either a holding period or while holding vested options (which are not subject to a holding period), the participant will have a period of six months from the end of the holding period (if the options are subject to holding period restrictions) or from the date of cessation of employment, to exercise his/her options.

In the case of dismissal, all options will lapse immediately. In the event of a change of control, the Board will determine to what extent unvested options will vest and the extent that any performance conditions have been satisfied. Alternatively, the Board may permit participants to exchange options for equivalent awards which relate to shares in a different company.

Details of outstanding share options as at 31 December 2015Details of outstanding share options, with performance conditions, granted to Executive Directors under the 2015 share option scheme are set out below:

Paul McNamara John Cotter Date granted Exercise price Expiry date

Total at 31 December 2015 235,714 142,000 29 May 2015 £1.40 28 May 2025

No Executive Director held any share options granted under either the 2010 or 2000 share option schemes, which are now closed, as at 31 December 2015.

The market price of the Company’s ordinary shares at the beginning and at the end of the year, was 1.18 pence per share and 1.71 pence per share respectively. During the year the market price per share ranged from 1.17 pence to 1.71 pence.

DIRECTORS’ INTEREST IN SHARESThe interests of the Directors in office and their families, all of which were beneficial, in the €0.12 ordinary shares of the Company at 31 December 2015 and 31 December 2014, or date of appointment, if later, are noted below:

At 31 December 2015 At 31 December 2014

Shares under option Share holding

Shares under option Share holding

Colm Barrington – 506,578 – 506,578Evelyn Bourke – – – –John Cotter 142,000 125,000 – 50,000John Gallagher – 10,166,819 – 10,166,819Paul McNamara 235,714 200,000 – 100,000David Paige – – – –Robin Phipps – – – –Peter Priestley – 719,167 – 719,167Cara Ryan – 15,712 – 15,712

DIRECTORS’ SERVICE AGREEMENTS AND CONTRACTS There are no contracts of service terminable on more than one-year’s notice existing or proposed between IFG Group plc and any Director of the Company. Executive Directors Paul McNamara and John Cotter have each entered into service agreements and contracts of employment with the Group on terms which, inter alia, provide for salaries, bonuses, long-term incentive pay, pension contributions and notice periods not exceeding one year.

Other than as disclosed in note 33 ‘Related party transactions’, there has not been any contract or arrangement with the Group during the year in which a Director of the Company was materially interested and which was significant in relation to the Group’s business. The Directors’ service contracts are available for inspection at the Group’s registered office and at the AGM.




The role and responsibilities of the committee are set out in its written terms of reference, which are reviewed annually and are available on our website at www.ifggroup.com.

MEETINGSThe members of the committee are Colm Barrington (Chairman), Cara Ryan and Peter Priestley. Further biographical details regarding the members of the Nomination Committee are set out on pages 34 to 35. All three members of the Nomination Committee have extensive experience of hiring senior executives in a broad range of companies and industries.

The committee meets as appropriate but, at least, once a year. During the year the committee met on one occasion. The committee is appointed by the Board and consists of not less than three members, of which at least two of whom shall be independent Non-Executive Directors. The Group Chairman and Group Chief Executive attend on the invitation of the Chairman.

Committee member Length of tenure on Nomination Committee

Colm Barrington (Chairman) 9

Cara Ryan 3

Peter Priestley 4

MAIN RESPONSIBILITIES OF THE COMMITTEE – Making recommendations to the Board on the composition of the committee and the composition and chairmanship of the

Audit and Remuneration Committees. – Appointment and re-appointment of Directors and the Company Secretary. – Keeping Board renewal, structure, size and composition under constant review, including the skills, knowledge and experience

required, taking account of the Group’s businesses, strategic direction and objectives. – Ensuring that succession plans are in place for the Directors and review leadership needs of the Group Executive and Non-

Executive Directors. – Providing input and approval in relation to senior appointments to the Group.

“The Nomination Committee is responsible for identifying and making recommendations to the Board on the appointment and retention of strong executive management that are key to the success of the Group.”

Colm BarringtonChairman of the Nomination Committee

Nomination Committee


Governance

FOCUS OF THE COMMITTEE IN 2015The committee considered the overall structure, size and composition of the Board, together with the structure and the composition of the committees to ensure the Board has the appropriate combination of skills, experience and knowledge.

Following the resignation of Conleth O’Reilly, Company Secretary, in December 2015, the committee considered and recommended the appointment of Lisa Rodriguez as general counsel and Company Secretary, based on her skills, knowledge and experience. Our chief risk officer, David Edwards, has assumed the role of Company Secretary in the interim period. In general terms, when considering candidates for appointment as Directors of the Group or Company Secretary, the committee, in conjunction with the Board, drafts a detailed job specification and candidate profile. Once a detailed specification has been agreed with the Board, the committee then works with an appropriate external search and selection agency to identify candidates of the appropriate calibre and with whom an initial candidate shortlist could be agreed. External assistance, from independent specialist recruitment firm Chambers and Partners, was obtained to assist in the selection and recruitment of the new Company Secretary.

In accordance with UK corporate governance best practice, certain Directors (who have served a three-year term since last being offered for election), and being eligible, are offered for re-election to the Board. John Gallagher and David Paige, having served three years since last being elected, and Colm Barrington (who is required to be re-elected annually in light of his long service) retire from the Board and the committee considered their re-election and extension of the terms of appointment. Taking into consideration the contribution that each makes to the Board and its committees and their skills, knowledge and experience, the committee recommended they be put forward for re-election to the Board.

DIVERSITYWe acknowledge the importance of diversity, including gender, both on the Board and throughout the Group. Our aim is for the Board to consist of people with diverse experience who can add real value to Board debates, thereby supporting the achievement of the Group’s strategic objectives. This includes diversity of industry skills, knowledge and experience in addition to gender and ethnicity.

As at 31 December 2015, the percentage of female representation on the Board was 22%. Specific goals for the percentage of female representation on the Board are not set, however, female representation is considered when all appointments are being made. However, our overriding purpose in any new appointment must always be to select on merit against pre-defined selection criteria.

NOMINATION COMMITTEE PRIORITIES FOR 2016The activities for the committee for 2016 will be to continue to monitor and assess the Board’s composition and diversity, longer-term succession planning and potential further recruitment of Non-Executive Directors.

REVIEW OF THE COMMITTEE PERFORMANCEThe committee has assessed its performance during the year, covering appointments and recommendations made in the year and is satisfied that the committee is working effectively and has met its terms of reference.

Nomination Committee continued



The Directors present the annual report and audited consolidated financial statements of the Group for the year ended 31 December 2015.

PRINCIPAL ACTIVITIESThe Group is organised into two segments: our Platform business, James Hay, and our Independent wealth management business, Saunderson House.

The principal products and services offered by the Group are the intermediation and administration of financial service products.

RESULTSThe profit for the year attributable to the owners of the parent Company was £6.3 million (2014: £0.7 million).

The financial results for the year ended 31 December 2015 are set out in the Consolidated Income Statement on page 65 Comprehensive reviews of the financial and operating performance of the Group are set out in the financial review on pages 12 to 15.

BUSINESS REVIEWA detailed review of the development and performance of the business and future developments is set out in the strategic report.

The key performance indicators relevant to the Group and its component businesses are set out in the strategic report on page 7. Further information in respect of environmental and employee matters are set out in the report on corporate social responsibility on pages 31 to 33.

PRINCIPLE RISKS AND UNCERTAINTIESA description of the principal risks and uncertainties facing the Group is set out on pages 28 to 30.

FINANCIAL RISK MANAGEMENTThe Group’s assessment of its financial risk management is set out in note 19.

ACCOUNTING RECORDSThe measures taken by the Directors to secure compliance with the requirements of Section 281 to 285 of the Irish Companies Act, 2014 with regard to the keeping of adequate accounting records are to employ accounting personnel with appropriate expertise and to provide adequate resources to the finance function. The accounting records are maintained at the Group’s registered office in The Oval, Shelbourne Road, Ballsbridge, Dublin 4, D04 T8F2, Ireland.

DIVIDENDSAn interim dividend of 1.44 pence per ordinary share, subject to withholding tax at 20% (2014: 1.31 pence), was paid on 4 December 2015 and a final dividend of 3.00 pence per ordinary share, which may be subject to withholding tax at 20% (2014: 2.73 pence subject to withholding tax at 20%), will be paid, subject to Shareholder approval, on 20 June 2016 to qualifying Shareholders on the register on 27 May 2016. The dividend will be declared in Sterling with the option for payment in Sterling or Euro (net of Irish withholding tax).

BOARD OF DIRECTORSThe names of the Directors and a short biographical note on each Director appear on pages 34 to 35.

INTERESTS OF DIRECTORSIn accordance with section 329 of the Companies Act 2014, information in relation to the beneficial and non-beneficial interests in the share capital of the Group companies held by the Directors who held office at 31 December 2015 is contained within the report of the Remuneration Committee on pages 49 to 54.

DIRECTORS’ REMUNERATION, SERVICE AGREEMENTS AND CONTRACTSThe report of the Remuneration Committee, including the Group’s policy on Directors’ remuneration, service agreements and contracts, is set out on pages 49 to 54.

GOING CONCERNThe Directors report that they have satisfied themselves that the Group is a going concern, having adequate resources to continue in operational existence for the foreseeable future.

In forming this view, the Directors have reviewed the Group’s solvency and liquidity position by reviewing the 2015 budget, the medium-term plans as set out in the strategic plan approved by the Board in December 2014 and have taken into account the cash flow implications of the plan, which include a sensitivity analysis based on the key business risks identified by the Group. They have also considered surplus cash available to the Group, the availability of credit facilities, the review of the Group’s committed borrowing facilities and the forecasted banking covenants.

Directors’ report


Governance

GOING CONCERN CONTINUEDHaving assessed the Group’s relevant business risks, the Directors believe that the Group is well-placed to manage these risks successfully and have a reasonable expectation that the Company and the Group, as a whole, have adequate resources to continue to operate for the foreseeable future. For these reasons, the Directors continue to adopt the going concern basis in preparing the consolidated financial statements.

VIABILITY STATEMENTIn accordance with provision C.2.2 of the Code, the Directors have assessed the prospects of the company over a period significantly longer that the 12 month period, from date of approval of the financial statements, required by the ‘Going Concern’ provision. This assessment has been made taking account of the corporate planning process and the Group’s principal risks, as set out on pages 28 to 30. The corporate planning process includes our medium term strategic plans and our Internal Capital Adequacy Assessment Process (‘ICAAP’).

For the purpose of this exercise the Directors have selected a period of three years as this is the period that the Board assess annually and on a rolling basis a detailed strategic plan for the businesses. While the Board have no reason to believe that the Group will not be viable over a longer period that three years, this period was chosen because it provides a much greater degree of certainty over the forecasting assumptions used and provides an appropriate longer term outlook.

During the year the Board have assessed the principal risks of the company as set out in the Risk Management Section and the likely degree of effectiveness of the current and available mitigating factors.

The assessment involved modelling the impact of severe yet plausible adverse scenarios. These are subject to sensitivity analysis which includes robustly testing the main assumptions used. It also includes a reverse stress test which allows the Board to assess circumstances and scenarios which would make the Business Model unviable, thereby identifying potential vulnerabilities and ensuring that mitigating actions are developed.

Our ability to flex the cost base protects our continuing viability in the face of any severe yet plausible adverse scenarios.

Based on this assessment, the Board of Directors believe that there is a reasonable expectation that the company will be able to continue in operation and meet its liabilities as they fall due over the period of at least three years.

FAIR, BALANCED AND UNDERSTANDABLEThe Directors are satisfied that the Annual Report and Accounts, when taken as a whole is fair, balanced and understandable, provides the information necessary for Shareholders to assess the performance of the Group, along with its business risks and strategy, and continues to evolve in line with regulatory and best practice guidance.

RESEARCH AND DEVELOPMENT The Group continues to research and develop new financial services products and to enhance existing products. Research and development costs of £830,000 (2014: £444,000) were expensed during the year.

POLITICAL DONATIONS No political donations were made by the Group during the year in accordance with the Electoral Acts, 1997 to 2002.

EVENTS SINCE THE YEAR END Details of events since the year end are set out on note 34.

AMENDMENT OF ARTICLES OF ASSOCIATIONIt is proposed that certain changes be made to the Memorandum and Articles of Association of the Company to take account of the comprehensive consolidation, with amendments, of company law in Ireland effected by the new Companies Act 2014 which came into force on 1 June 2015. An explanation of the changes is set out in Appendix I to the Notice of the Company’s AGM and the full text of the revised Memorandum and Articles of Association of the Company are set out in Appendix II (Appendix I and II attached to the 2015 Annual Report).

One of the more significant changes being proposed to the Articles of Association is that, subject to the passing of the relevant resolution (13) approving the proposed changes to the Articles, as set out in the Notice, the Company will no longer require the consent of shareholders in order to give, serve on or deliver to shareholders by means of electronic mail or other means of electronic communication approved by the Directors or by posting on the Company’s website a notice, document or information required to be given, served or delivered under the Articles.

The Company’s intention is to communicate with all of its shareholders in the second quarter of 2016 so as to give every shareholder an opportunity to decide whether to continue receiving printed notices, documents or information from the Company, rather than receiving them electronically as, subject to the passing of the relevant resolution at the AGM and compliance with applicable legislation, shall be permitted under the Articles of Association.

Directors’ report continued



SUBSTANTIAL SHAREHOLDINGS The Group has been notified of the following shareholdings of 3% or more in the issued share capital of the Company at 31 December 2015 and 21 March 2016.

21 March 2016 31 December 2015

Number of shares

% of issued share capital

Number of shares

% of issued share capital

John Gallagher (Chairman) 10,166,819 9.65 10,166,819 9.66Kabouter Management LLC 8,596,005 8.16 8,596,005 8.17F&C Asset Management plc 8,471,645 8.04 8,471,645 8.05Farringdon Capital Management SA 7,615,830 7.23 5,750,330 5.46Mawer Investment Management Limited 7,211,250 6.84 7,211,250 6.85Strategic Equity Capital plc 5,315,975 5.04 5,315,975 5.05Patrick Joseph Moran 4,446,067 4.22 4,446,067 4.22MSD European Opportunity Master Fund LP 4,174,300 3.96 4,174,300 3.97

GENERAL MEETINGSThe Group’s AGM affords shareholders the opportunity to question the Chairman and the Board. Notice of the Group’s fifty second AGM is set out on pages 112 to 116.

All other general meetings are called Extraordinary General Meetings.

SUBSIDIARY UNDERTAKINGS The Group’s principal subsidiaries, associated undertakings and joint arrangements, as at the date of this document, are listed in note 36 to the Group financial statements.

ISSUE OF SHARES AND PURCHASE OF OWN SHARES At the AGM held on 12 May 2015, the Directors were authorised to allot relevant securities up to an aggregate nominal amount not exceeding the then authorised but unissued share capital of the Company. A limited authority was also granted to Directors to allot shares for cash up to a nominal value of €628,876 as if the provisions of Section 23(1) of the Companies Act 1983 (the equivalent provision under the Companies Act 2014 is Section 1022) did not apply.

These authorities expire on 5 August 2016 and a resolution will be proposed to renew these authorities.

In addition to the above authorities, the Directors were granted authority to make market purchases (within the meaning of Section 212 of the Companies Act 1990 (the equivalent provision under the Companies Act 2014 is Section 1072) up to a maximum aggregate number of 10,481,267 ordinary shares, representing 10% of the issued ordinary share capital net of repurchases. The Directors were also authorised to re-issue off-market treasury shares within defined price ranges.

These authorities expire on 31 August 2016 and a resolution will be proposed to renew these authorities.

Details of the share capital of the Company are set out in note 26 and are deemed to form part of this report.

TAKEOVER REGULATIONSFor the purposes of Regulation 21 of Statutory Instruments 255/2006 ‘European Communities (Takeover Bids Directive (2004/25/EC)) Regulations 2006’, the information given under the following headings on pages 97 to 98 (share capital and share premium), pages 34 to 35 (Board of Directors), pages 52 to 54 (performance bonus and long-term incentive plan), page 54 (share options), page 54 (Directors’ service agreements and contracts) is deemed to be incorporated in the report of the Directors.

The Group has certain banking facilities which may require repayment in the event that a change in control occurs with respect to the Group. In addition, the Group’s long-term incentive plans contain change of control provisions which can allow for acceleration of the exercise of share options or awards in the event that a change of control occurs with respect to the Group. However, none of these are considered to be significant in terms of their potential impact on the business of the Group as a whole.

CORPORATE GOVERNANCE STATEMENT The corporate governance statement on pages 37 to 41 shall be treated as forming part of the report of the Directors. IFG Group plc is fully compliant with the Code for the year ended 31 December 2015.

AUDITORS In accordance with Section 383 (2) of the Companies Act, 2014, Deloitte, Dublin, have indicated their willingness to continue in office. A resolution authorising the Directors to determine their remuneration will be proposed at the AGM.


Governance

STATEMENT OF DIRECTORS’ RESPONSIBILITIESThe Directors are responsible for preparing this report and the financial statements in accordance with applicable laws and regulation.

Irish law requires the Directors to prepare financial statements for each year. Under that law the Directors have prepared the Group financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union (EU). The Directors have elected to prepare the Company financial statements in accordance with FRS 102 The Financial Reporting Standard applicable in the UK and the Republic of Ireland.

Under company law, the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the assets, liabilities and financial position of the company as at the year end date and of the profit or loss of the company for the year and otherwise comply with the Companies Act 2014.

In preparing these financial statements the Directors are required to:

– select suitable accounting policies and then apply them consistently; – make judgements and estimates that are reasonable and prudent; – state that the Group financial statements comply with IFRS as adopted by the EU; and – prepare the financial statements on a going concern basis unless it is inappropriate to presume that the Group will continue

in business.

The Directors are required to act in good faith, honestly, responsibly and in accordance with section 228 Companies Act 2014.

In accordance with Section 129(4) of the Companies Act 2014, the Directors are responsible for appointing a company secretary with the skills necessary to discharge their statutory duties.

The Directors are required by Irish law and the listing rules issued by the Irish Stock Exchange, to prepare a Directors’ Report and reports relating to Directors’ remuneration and corporate governance. In accordance with the Transparency (Directive 2004/109/EC) Regulations 2007 (‘the Transparency Regulations’), as amended by Transparency (Directive 2004/109/EC) (Amendment) Regulations 2013, the Directors are required to include a management report containing a fair, balanced and understandable review of the business and a description of the principal risks and uncertainties facing the Group. The Directors are responsible for keeping proper books of account, which disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable them to ensure that the financial statements have been properly prepared in accordance with the requirements of the Companies Act 2014. They are also responsible for safeguarding the assets of the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the our website, www.ifggroup.com. Legislation in the Republic of Ireland concerning the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

RESPONSIBILITY STATEMENT AS REQUIRED BY THE TRANSPARENCY DIRECTIVE AND UK CORPORATE GOVERNANCE CODEEach of the Directors, whose names and functions are listed on pages 34 to 35, confirms that, to the best of each person’s knowledge and belief:

– the Group financial statements, prepared in accordance with IFRSs as adopted by the EU, give a true and fair view of the assets, liabilities and financial position of the Group at 31 December 2015 and its profit for the year then ended;

– the parent Company financial statements, prepared in accordance with FRS 102 as adopted by the EU and as applied in accordance with the Companies Act 2014, give a true and fair view of the assets, liabilities and financial position of the Company at 31 December 2015;

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

– the Group’s Annual Report and Accounts, taken as a whole, are fair, balanced and understandable and provide the information necessary for Shareholders to assess the Group’s performance, business model and strategy.

On behalf of the Board:

Paul McNamara David PaigeGroup Chief Executive Non-Executive Director

21 March 2016

Directors’ report continued



Independent auditors’ report to the members of IFG Group plc

OPINION ON FINANCIAL STATEMENTS OF IFG GROUP PLCIn our opinion, the financial statements:

– give a true and fair view of the assets, liabilities and financial position of the Group and the company as at 31 December 2015 and of the Group’s profit for the financial year then ended; and

– have been properly prepared in accordance with the relevant financial reporting framework and in particular, with the requirements of the Companies Act 2014 and, as regards the Group financial statements, Article 4 of the IAS Regulation.

The financial statements comprise the Consolidated Income Statement, the Consolidated Statement of Other Comprehensive Income, the Consolidated Statement of Financial Position and the Parent Company Balance Sheet, the Consolidated and Company Statements of Changes in Equity, the Consolidated and Company Cash Flow Statements and the related notes. The relevant financial reporting framework that has been applied in the preparation of the Group financial statements is Irish law and IFRSs as adopted by the European Union. The relevant financial reporting framework that has been applied in the preparation of the parent company financial statements is applicable law and Irish Accounting Standards (Irish Generally Accepted Accounting Practice) including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’. GOING CONCERN AND THE DIRECTORS’ ASSESSMENT OF THE PRINCIPAL RISKS THAT WOULD THREATEN THE SOLVENCY OR LIQUIDITY OF THE GROUP As required by the Listing Rules we have reviewed the Directors’ statement contained within the Directors’ report that the Group is a going concern.

We have nothing material to add or draw attention to in relation to:

– the Directors’ confirmation on page 58 that they have carried out a robust assessment of the principal risks facing the Group, including those that would threaten its business model, future performance, solvency or liquidity;

– the disclosures on pages 28 to 30 that describe those risks and explain how they are being managed or mitigated; – the Directors’ statement on page 57 about whether they considered it appropriate to adopt the going concern basis of

accounting in preparing the financial statements and their identification of any material uncertainties to the Group’s ability to continue to do so over a period of at least twelve months from the date of approval of the financial statements; and

– the Director’s explanation on page 58 as to how they have assessed the prospects of the Group, over what period they have done so and why they consider that period to be appropriate, and their statement as to whether they have a reasonable expectation that the Group will be able to continue in operation and meet its liabilities as they fall due over the period of their assessment, including any related disclosures drawing attention to any necessary qualifications or assumptions.

We agreed with the Directors’ adoption of the going concern basis of accounting and we did not identify any such material uncertainties. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group’s ability to continue as a going concern.

OUR ASSESSMENT OF RISKS OF MATERIAL MISSTATEMENT The assessed risks of material misstatement described below are those that had the greatest effect on our audit strategy, the allocation of resources in the audit and directing the efforts of the engagement team.

RISK HOW THE SCOPE OF OUR AUDIT RESPONDED TO THE RISK

Goodwill intangibles At 31 December 2015, the Group had goodwill of £32.1 million. Under IFRS, the goodwill is reviewed annually for impairment. Impairment review requires the application of judgement, largely around the assumptions that are built into the calculation of the value in use of the business being reviewed for impairment.

Please also refer to page 45 (Audit Committee report), page 72 (Significant accounting policies – Intangible Assets), note 4 (Critical accounting estimates and judgements) and note 17 (Intangible Assets).

We have examined the process and model used by management. Further, we challenged management on the key assumptions within the model for reasonableness and consistency. More specifically, we reviewed the discount rate, growth rates, cashflow projections and sensitivities used in making the assessment.

Other intangible assetsAt 31 December 2015, the Group had other intangible assets of £23.2 million. Under IFRS, the intangible assets are amortised. In addition an annual assessment for triggers of impairment is carried out in order to assess if a full impairment test needs to be carried out. There is a high degree of management judgement involved.

Please also refer to page 45 (Audit Committee report), page 72 (Significant accounting policies – Intangible Assets), note 4 (Critical accounting estimates and judgements) and note 17 (Intangible Assets).

We examined management’s process for the review of possible triggers of impairment. We assessed the control procedures in place. We substantively tested the additions to intangibles including internal costs. In testing amortisation we challenged management’s determination of useful lives.


Financial statements

Recoverability of contingent considerationAt the financial year end date, the Group financial statements include £3.0 million as contingent consideration receivable relating to the sale of certain of the Group subsidiary businesses during 2014. The amounts recognised are based on management’s assessment of the likely amount to be received, discounted to net present value. The amount is reassessed on an annual basis.

Please also refer to page 46 (Audit Committee report), page 71 (Significant accounting policies – Disposal of Subsidiaries), note 4 (Critical accounting estimates and judgements) and note 20 (Trade and other receivables).

We reviewed the underlying contracts to gain a detailed understanding of the contingent consideration clauses. We reviewed the accounting policy for such contingent consideration to ensure that the amounts were recognised in accordance with IFRS. We tested and challenged management’s assumptions relating to both the amount recognised and the discount rate applied to calculate net present value.

Liability provisioningThe Group has provided for situations where it will incur costs relating to contractual obligations, warranties, litigation, customer and other claims. Provisions are, by their nature, uncertain and management have made key judgements in assessing an appropriate level of provisioning.

Please also refer to page 46 (Audit Committee report), page 75 (Significant accounting policies – Provisions for Other Liabilities), note 4 (Critical accounting estimates and judgements) and note 24 (Provisions for other liabilities).

We discussed all significant provisions with management to gain a detailed understanding of the processes and assumptions used in calculating those provisions. We traced values used in assumptions and client projections to source data to support the accuracy of the numbers used in the calculations. We tested the historic accuracy of other provisions to gain comfort over the consistency of processes and management’s judgements. We reviewed controls and performed substantive procedures to help identify any additional provisions which may require to be recognised and disclosed in accordance with IFRS.

Revenue and recoverability of trade receivablesThe material area of judgement in relation to revenue relates to the Saunderson House unbilled revenue where estimation is used to determine the proportion of time billed that is recoverable/chargeable. Further, the aging and recoverability of the trade receivables in the Group was an area of focus of management.

Please also refer to page 46 (Audit Committee report), page 75 (Significant accounting policies – Revenue recognition), note 4 (Critical accounting estimates and judgements) and note 20 (Trade and other receivables).

We performed procedures to gain an understanding of: (i) the underlying system configuration and how fees are calculated, (ii) the controls in place over system output, and (iii) the controls in place for customers being added to/removed from the system including engagement terms and when fees are first applied/disapplied. We performed: (i) design and implementation testing (D&I) over the controls, (ii) analytical reviews of tests of detail of fee revenue. We substantively tested the receivables including aging and subsequent receipts.

Our audit procedures relating to these matters were designed in the context of our audit of the financial statements as a whole, and not to express an opinion on individual accounts or disclosures. Our opinion on the financial statements is not modified with respect to any of the risks described above, and we do not express an opinion on these individual matters.

OUR APPLICATION OF MATERIALITY We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of our work.

We determined materiality for the Group to be £400,000, based on the critical components of pre-tax profit and equity. The determined materiality is below 5% of pre-tax profit and below 1% of equity.

We agreed with the Audit Committee that we would report to the Committee all audit differences in excess of £20,000, as well as differences below that threshold that, in our view, warranted reporting on qualitative grounds. We also report to the Audit Committee on disclosure matters that we identified when assessing the overall presentation of the financial statements.

AN OVERVIEW OF THE SCOPE OF OUR AUDIT Our Group audit was scoped by obtaining an understanding of the Group and its environment, including Group-wide controls and assessing the risks of material misstatement at the Group level. Based on that assessment, we focused our Group audit scope primarily on the audit work at James Hay Partnership entities (‘James Hay’), Saunderson House and the parent company. James Hay, Saunderson House and the parent company were subject to a full audit, whilst the remaining entities within the Group were subject to specified audit procedures where the extent of our testing was based on our assessment of the risks of material misstatement and of the materiality of the Group’s operations within these components. Combined, James Hay and Saunderson House represent the principal business units and account for over 95% of the Group’s net assets, revenue and profit before tax. They were also selected to provide an appropriate basis for undertaking audit work to address the risks of material misstatement identified above. Our audit work within both these locations were executed at levels of materiality applicable to each individual entity which were lower than Group materiality.

Independent auditors’ report continued



At the parent entity level we also tested the consolidation process and carried out analytical procedures to confirm our conclusion that there were no significant risks of material misstatement of the aggregated financial information of the remaining entities not subject to audit or audit of specified account balances.

The Group audit team followed a programme of planned visits that has been designed so that a senior member of the Group audit team visits each of the locations where the Group audit scope was focused at least once every two years.

OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2014Directors’ Report and Corporate Governance Statement In our opinion the information given in the Directors’ Report is consistent with the financial statements and based on the work undertaken in the course of the audit the description in the Corporate Governance Statement of the main features of the internal control and risk management systems in relation to the financial reporting process and the information required under Regulation 21(2)(c), (d), (f), (h) and (i) of the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006 (S.I. No. 255 of 2006) are consistent with the financial statements and have been prepared in accordance with Section 1373 of the Companies Act 2014. Based on our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified any material misstatements in this information. In our opinion, the information required pursuant to Section 1373(2)(a), (b), (e) and (f) of the Companies Act 2014 is contained in the company’s corporate governance statement. Adequacy of explanations received and accounting records:

– We have obtained all the information and explanations which we consider necessary for the purposes of our audit. – In our opinion, the accounting records of the company were sufficient to permit the financial statements to be readily and

properly audited. – The parent company balance sheet is in agreement with the accounting records.

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION Our duty to read other information in the Annual ReportUnder International Standards on Auditing (UK and Ireland), we are required to report to you if, in our opinion, information in the annual report is:

– materially inconsistent with the information in the audited financial statements; or – apparently materially incorrect based on, or materially inconsistent with, our knowledge of the Group acquired in the course

of performing our audit; or – otherwise misleading.

In particular, we are required to consider whether we have identified any inconsistencies between our knowledge acquired during the audit and the Directors’ statement that they consider the Annual Report is fair, balanced and understandable and whether the Annual Report appropriately discloses those matters that we communicated to the Audit Committee which we consider should have been disclosed. We confirm that we have not identified any such inconsistencies or misleading statements.

Directors’ remunerationUnder the Listing Rules of the Irish Stock Exchange we are required to review the six specified elements of disclosures in the report to shareholders by the Board on Directors’ remuneration. Under the Companies Act 2014 we are required to report to you if, in our opinion, the disclosures of Directors’ remuneration and transactions specified by law are not made. We have nothing to report arising from our review of these matters.

Corporate Governance Statement Under the Listing Rules of the Irish Stock Exchange we are also required to review the part of the Corporate Governance Statement relating to the company’s compliance with the provisions of the UK Corporate Governance Code and the provisions of the Irish Corporate Governance Annex specified for our review. We have nothing to report arising from our review.



RESPECTIVE RESPONSIBILITIES OF DIRECTORS AND AUDITOR As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view and otherwise comply with the Companies Act 2014. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

This report is made solely to the company’s members, as a body, in accordance with Section 391 of the Companies Act 2014. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

SCOPE OF THE AUDIT OF THE FINANCIAL STATEMENTS An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the Group’s and the parent company’s circumstances and have been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the Directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial information in the Annual Report to identify material inconsistencies with the audited financial statements and to identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or inconsistencies we consider the implications for our report.

Gerard FitzpatrickFor and on behalf of DeloitteChartered Accountants and Statutory Audit FirmDublin

21 March 2016

Independent auditors’ report continued



Consolidated Income StatementYear ended 31 December 2015

Notes2015

£’0002014

£’000

Continuing operationsRevenue 5 71,316 65,096Cost of sales (55,864) (54,459)

Gross profit 15,452 10,637Administrative expenses (5,612) (5,746)Other gains 6 – 519Other losses 6 (1,350) (582)

Operating profit 5 8,490 4,828

Analysed as:Operating profit before exceptional items 9,840 6,181Exceptional items 6 (1,350) (1,353)

Operating profit 8,490 4,828Finance income 10 569 284Finance costs 10 (482) (504)

Profit before income tax 8,577 4,608Income tax expense 12 (1,900) (3,310)

Profit for the financial year from continuing operations 6,677 1,298

Discontinued operationsProfit/(loss) from discontinued operations (net of income tax) 13 246 (497)

Profit for the financial year 6,923 801

Profit for financial year attributable to:Owners of the parent company 6,325 667Non-controlling interest 598 134


Earnings per share from continuing and discontinued operations attributable to the owners of the Company during the year:

2015 2014

Basic earnings per ordinary share (pence)From continuing operations 6.34 1.24From discontinued operations (0.33) (0.60)

From profit for the financial year 14 6.01 0.64

Diluted earnings per ordinary share (pence)From continuing operations 6.31 1.24From discontinued operations (0.33) (0.60)

From profit for the financial year 14 5.98 0.64



Consolidated Statement of Other Comprehensive IncomeYear ended 31 December 2015

2015£’000

2014£’000


Other comprehensive income/(loss):

Items that may be reclassified subsequently to profit or loss:Exchange differences on translation of foreign currency operations (244) (1,037)Items reclassified to profit or loss:Recycled to the Consolidated Income Statement on disposal of subsidiaries 102 (1,790)

Other comprehensive loss (142) (2,827)

Total comprehensive income/(loss) for the financial year 6,781 (2,026)

Total comprehensive income/(loss) attributable to: Owners of the Company 6,237 (2,084)Non-controlling interest 544 58

Total comprehensive income/(loss) for the financial year 6,781 (2,026)



Consolidated Statement of Financial PositionAs at 31 December 2015

Notes2015

£’0002014

£’000

ASSETSNon-current assetsProperty plant and equipment 16 2,597 2,491Intangible assets 17 55,314 54,398Deferred income tax asset 23 35 49Other receivables 20 – 3,034

Total non-current assets 57,946 59,972

Current assetsTrade and other receivables 20 22,255 19,079Income tax asset 15 –Cash and cash equivalents 21 34,089 29,326

Total current assets 56,359 48,405Assets of disposal group classified as held for sale 13 – 3,544

56,359 51,949

Total assets 114,305 111,921

LIABILITIESNon-current liabilitiesBorrowings 22 – 6,639Deferred income tax liabilities 23 2,903 3,025Provisions for other liabilities 24 1,857 1,726

Total non-current liabilities 4,760 11,390

Current liabilitiesTrade and other payables 25 22,813 20,741Income tax liabilities – 151Borrowings 22 6,831 2Provisions for other liabilities 24 703 1,015

Total current liabilities 30,347 21,909Liabilities of disposal group classified as held for sale 13 – 1,908

30,347 23,817

Total liabilities 35,107 35,207

Net assets 79,198 76,714

EQUITYShare capital 26 10,078 10,039Share premium 26 82,257 81,872Other reserves 27 (13,766) (13,446)Retained earnings 629 (1,747)

79,198 76,718Non-controlling interest 28 – (4)

Total equity 79,198 76,714





Consolidated Statement of Cash Flows Year ended 31 December 2015

Notes2015

£’0002014

£’000

Cash flows from operating activities Cash generated from operations 31 13,803 8,091Interest received 147 168Income taxes paid (2,226) (2,331)

Net cash generated from operating activities 11,724 5,928

Cash flows from investing activitiesPurchase of property, plant and equipment (1,197) (1,246)Sale of property, plant and equipment 3 8Disposal of subsidiaries 1,800 8,602Purchase of intangible assets (4,024) (3,841)

Net cash (used)/generated in investing activities (3,418) 3,523

Cash flows from financing activitiesDividends paid (4,188) (4,068)Interest paid (309) (356)Bank facility costs – (36)Proceeds from issue of share capital 403 529

Net cash used in financing activities (4,094) (3,931)

Net increase in cash and cash equivalents 4,212 5,520Cash and cash equivalents at the beginning of the financial year 30,040 24,742Effect of foreign exchange rate changes (167) (222)

Cash and cash equivalents at end of financial year 32 34,085 30,040

Notes2015

£’0002014

£’000

Cash and short-term deposits:– as disclosed on the Consolidated Statement of Financial Position 34,089 29,326– cash held in disposal group – 716Bank overdrafts (4) (2)

Cash and cash equivalents at end of financial year 32 34,085 30,040



Consolidated Statement of Changes in EquityYear ended 31 December 2015

Sharecapital£’000

Sharepremium

£’000

Otherreserves

£’000

Retainedearnings

£’000

Attributable

to owners of the

parent£’000

Non-controlling

interest£’000

Totalequity£’000

At 1 January 2014 9,982 81,399 (10,831) 1,502 82,052 (583) 81,469

Profit for financial year – – – 667 667 134 801

Other comprehensive lossCurrency translation:– arising in the financial year – – (961) – (961) (76) (1,037)– recycled to the Consolidated Income Statement on

disposal of subsidiaries – – (1,790) – (1,790) – (1,790)

Total comprehensive (loss)/income for the financial year – – (2,751) 667 (2,084) 58 (2,026)

Dividends – – – (4,068) (4,068) – (4,068)Issue of share capital 57 487 – – 544 – 544Share issue costs – (14) – – (14) – (14)Gain on purchase of associate – – – 1 1 – 1Non-controlling interest dividend – – – – – (164) (164)Transfer of vested share-based payment – – (151) 151 – – –Share-based payment compensation:– value of employee services – share options – – 287 – 287 – 287Disposal of subsidiaries – – – – – 685 685

Transaction with owners 57 473 136 (3,916) (3,250) 521 (2,729)

At 31 December 2014 10,039 81,872 (13,446) (1,747) 76,718 (4) 76,714

Profit for financial year – – – 6,325 6,325 598 6,923

Other comprehensive (loss)/incomeCurrency translation:– arising in the financial year – – (190) – (190) (54) (244)– recycled to the Consolidated Income Statement on

disposal of subsidiaries – – 102 – 102 – 102

Total comprehensive (loss)/income for the financial year – – (88) 6,325 6,237 544 6,781

Dividends – – – (4,385) (4,385) – (4,385)Issue of share capital 39 393 – – 432 – 432Share issue costs (8) – – (8) – (8)Transfer of vested share-based payment – – (436) 436 – – –Share-based payment compensation:– value of employee services – share options – – 204 – 204 – 204Disposal of subsidiaries – – – – – (540) (540)

Transaction with owners 39 385 (232) (3,949) (3,757) (540) (4,297)

At 31 December 2015 10,078 82,257 (13,766) 629 79,198 – 79,198



Notes to the consolidated financial statements

1. REPORTING ENTITYIFG Group plc is a public company, listed on the Irish and London Stock Exchanges and is incorporated and domiciled in the Republic of Ireland. These consolidated statements comprise the Company and its subsidiaries. The Group provides a range of financial solutions including full platform services, pension administration and independent financial advice.

2. GENERAL INFORMATIONThese consolidated financial statements are presented in Sterling, which is the Company’s functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated.

Statement of complianceThe Group financial statements of IFG Group plc have been prepared in accordance with International Financial Reporting Standards as adopted by the EU (IFRS), IFRIC interpretations and those parts of the Companies Act 2014 applicable to companies reporting under IFRS.

The significant accounting policies applied in the preparation of these Group financial statements are set out in note 3. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparationThe Group financial statements are prepared under the historical cost convention, as modified by fair value accounting for certain available-for-sale financial assets and derivative instruments at fair value through profit or loss. The financial statements are presented in Sterling, the most representative currency of the Group’s operations and rounded to the nearest thousand.

The going concern statement on pages 57 to 58 forms part of the Group financial statements.

The preparation of financial statements, in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the Group financial statements, are disclosed in note 4.

Updates to technical pronouncementsNew standards, amendments and interpretations effective for years ending 31 December 2015The following standards and interpretations issued by the International Accounting Standards Board (‘IASB’) and the International Financial Reporting Interpretations Committee (‘IFRIC’) are effective, for the first time in the current year, and have been adopted with no significant impact on the Group’s result for the period or financial position.

– IFRS 10 ‘Consolidated Financial Statements’ – IFRS 12 ‘Disclosure of Interests in Other Entities’ – IAS 27 (revised 2011), ‘Separate Financial Statements’ – IAS 28 (revised) ‘Investments in Associates and Joint Ventures’ – IAS 32 ‘Financial instruments: Presentation’, offsetting financial assets and financial liabilities – Amendments to IAS 36 ‘Impairment of assets’ on the recoverable amounts disclosures for non-financial assets – IFRIC 21 ‘Levies’

The following standards, amendments and interpretations have been issued but are not yet effective for the Group. The Group will apply the relevant standards from their EU effective dates and is currently assessing their impact on its financial statements.

– IFRS 9 ‘Financial Instruments’ – IFRS 15 ‘Revenue from contracts with customer’ – Amendments to IFRS 11 ‘Joint Arrangements’ – Amendments to IFRS 12 ‘Disclosure of Interests in Other Entities’ – Amendments to IAS 16 ‘Property, Plant and Equipment’ – Annual improvements to IFRS 2012 – 2014 cycle – Amendments to IAS 27 (revised 2011) ‘Separate Financial Statements’ – Amendments to IAS 28 (revised 2011) ‘Investments in Associates and Joint Ventures’ – Amendments to IAS 38 ‘Intangible Assets’ – Amendments to IAS 1 ‘Presentation of Financial Statements’

There are no other IFRSs or IFRIC interpretations that are not yet effective that would be expected to have a material impact on the Group.

Use of non-IFRS measures in the group financial statementsThe Group has identified certain measures that it believes will assist in the understanding of the performance of the business. These measures are not defined under IFRS and they may not be directly comparable with other companies’ adjusted measures. These non-IFRS measures are not intended to be a substitute for, or superior to, any IFRS measures of performance but



management have included them as they consider them to be important comparables and key measures used within the business for assessing performance.

The following are key non-IFRS measures identified by the Group and used in the Group financial statements and in the financial information presented herein.

Adjusted operating profit Adjusted operating profit is defined as operating profit, excluding acquisition-related amortisation, exceptional items and discontinued operations. Management believes excluding acquisition-related amortisation, exceptional items and discontinued operations from the calculation of operating profit, on a non-IFRS basis, is useful because management excludes items that are not comparable when measuring operating profitability, evaluating performance trends and setting performance objectives. It allows investors to evaluate the Group’s performance for different periods on a more comparable basis by excluding items that impact comparability.

The reconciliation of adjusted operating profit to profit before income tax has been disclosed in note 5.

Adjusted earnings and adjusted earnings per shareAdjusted earnings is defined as profit attributable to owners of the parent company before amortisation of acquisition-related intangible assets, exceptional items, discontinued operations and unwinding of discount applicable to contingent consideration, net of tax where applicable.

Adjusted earnings per share (‘EPS’) is defined as the continuing basic earnings per ordinary share adjusted for amortisation of acquisition-related intangible assets, exceptional items, discontinued operations and unwinding of discount applicable to contingent consideration, net of tax where applicable.

The Group uses adjusted operating profit, adjusted earnings and adjusted earnings per share as measures of performance to eliminate the impact of items it does not consider indicative of ongoing operating performance due to their inherent unusual, exceptional, or non-recurring nature or because they result from an event of a similar nature.

The Group financial statements have been prepared on a basis consistent with that reported for the year ended 31 December 2014.

3. SIGNIFICANT ACCOUNTING POLICIESBasis of consolidationSubsidiaries are all entities over which the Group has control. The Group has control of an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

Intercompany transactions, balances, income and expenses on transactions between Group companies are eliminated. Profits and losses resulting from intercompany transactions that are recognised in assets, are also eliminated. Accounting policies of subsidiaries have been changed, where necessary, to ensure consistency with the policies adopted by the Group.

Business combinationsThe Group applies the acquisition method to account for business combinations. The consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group. The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination, are measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognised amounts of acquiree’s identifiable net assets. Acquisition and disposal related costs are expensed as incurred.

If the business combination is achieved in stages, the acquisition date fair value of the acquirer’s previously held equity interest in the acquired, is remeasured to fair value at the acquisition date through profit or loss.

Disposal of subsidiariesWhen the Group ceases to have control, any retained interest in the entity is re-measured to its fair value at the date when control is lost, with the change in carrying amount recognised in the Consolidated Income Statement. The fair value is the initial carrying amount for the purposes of subsequently accounting for the retained interest as an associate, joint arrangement or financial asset. In addition, any amounts previously recognised in Other Comprehensive Income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean that amounts previously recognised in Other Comprehensive Income are reclassified to the Consolidated Income Statement.

Contingent consideration, which may be received in the future, in relation to businesses sold is recognised based on management assessment of the likely amount to be received, discounted to net present value. The amount estimated is included in other receivables (see note 20). Such amounts are reassessed on an annual basis.



Notes to the consolidated financial statements continued

3. SIGNIFICANT ACCOUNTING POLICIES CONTINUEDSegmental reportingA segment is a distinguishable component of the Group that is engaged in provision of services to earn revenue and incur expenses. Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (‘CODM’). The CODM, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Group Chief Executive.

Foreign currency translationItems recorded in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency).

Transactions denominated in foreign currencies are translated into the functional currency at the rate of exchange ruling at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the end of the reporting period. All translation differences are taken to the Consolidated Income Statement.

Results of subsidiary undertakings, with different functional currency to the parent, are translated into Sterling using the rates prevailing on the transaction dates. The related balance sheets have been translated using the rates of exchange ruling at the end of the reporting period. Adjustments arising on translation of the results of subsidiary undertakings with different functional currency to the parent at transaction rates, and on the restatement of the opening net assets at closing rates, are recorded in Other Comprehensive Income.

Property, plant and equipmentProperty, plant and equipment is stated at cost or deemed cost less accumulated depreciation and impairment losses. Subsequent costs are included in an asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the replaced item can be measured reliably. The carrying amount of the replaced part is derecognised. All repair and maintenance costs are charged to the Consolidated Income Statement during the financial period in which they are incurred.

Property, plant and equipment are depreciated over their useful economic life on a straight-line basis at the following rates:

Buildings 2%Fixtures & fittings 10-25%Motor vehicles 20-25% Computer equipment 20-33% Leasehold improvements Lower of useful life and lease period

The residual value and useful life of property, plant and equipment are reviewed and adjusted, if appropriate, at the end of each reporting period.

On disposal of property, plant and equipment, the cost and related accumulated depreciation and impairments are removed from the financial statements and the net amount, less any proceeds, is taken to the Consolidated Income Statement.

Intangible assetsGoodwillGoodwill on acquisitions prior to the date of transition to IFRS has been retained at the previous Irish GAAP amount, being its deemed cost subject to being tested for impairment. Goodwill written-off to reserves under Irish GAAP prior to 1998 has not been reinstated and is not included in determining any subsequent gain or loss on disposal.

For the purposes of impairment testing, any goodwill acquired is allocated to the Group of cash-generating units expected to benefit from the business combination. Following initial recognition, goodwill is measured at cost, less any accumulated impairment losses. Goodwill is reviewed for impairment, bi-annually or more frequently, if events or changes in circumstances indicate that the carrying value may be impaired. Impairment is determined by assessing the recoverable amount of the cash-generating unit or group of cash-generating units, to which the goodwill relates. Impairment losses on goodwill are not reversed. Goodwill is monitored at the operating segment level.

Computer softwareComputer software is stated at cost, less provisions for amortisation and provisions for impairment, if any. Costs incurred on acquisition of computer software are capitalised, as are costs directly related to developing the programs where the software supports a business system and the expenditure leads to the creation of a durable asset. Costs associated with maintaining software are recognised as an expense when incurred. Capitalised computer software is amortised over three to five years. The residual value and useful life of computer software are reviewed and adjusted, if appropriate, at the end of each reporting period.



Research expenditure is recognised as an expense as incurred. Costs incurred on development projects are recognised as intangible assets when the following criteria are fulfilled:

– it is technically feasible to complete the intangible asset so that it will be available for use; – management intends to complete the intangible asset to use it; – there is an ability to use the asset; – it can be demonstrated how the intangible assets will generate future economic benefits; – adequate technical, financial and other resources to complete the development are available; and – the expenditure attributable to the intangible asset during its development can be reliably measured.

Other development expenditure, that does not meet these criteria, are recognised as an expense as incurred. Development costs, previously recognised as an expense, are not recognised as an asset in a subsequent period. Capitalised development costs are recognised as intangible assets and are amortised from the point at which the assets are ready for use on a straight-line basis over their useful lives, and not to exceed five years. Development assets are tested annually for impairment.

Other intangible assetsOther intangible assets are stated at cost less provisions for amortisation and impairment. Intangible assets acquired are amortised over their estimated useful lives from the time they are first available for use. The estimated useful lives are determined at acquisition date and currently range from five to 15 years. The residual value and useful lives of other intangible assets are reviewed and adjusted at the end of each reporting period, if appropriate.

Impairment of assets excluding goodwillAssets that have an indefinite useful life are not subject to amortisation and are tested bi-annually for impairment. Assets that are subject to amortisation are reviewed for impairment when events or circumstances indicate that the carrying value may be impaired or may not be recoverable. An impairment loss is recognised to the extent that the carrying value of the asset exceeds its recoverable amount. Recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).

Financial instrumentsTrade and other receivablesTrade and other receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They normally arise due to contingent consideration receivable or when the Group provides services directly to a customer with no intention of trading the receivable. They are included in current assets, except for maturities greater than 12 months after the end of the reporting period. These are classified as non-current assets. The Group’s loans and other receivables comprise ‘trade and other receivables’ and ‘cash and cash equivalents’ in the Consolidated Statement of Financial Position.

At each reporting date, the Group assesses whether there is objective evidence that a financial asset or a group of financial assets is impaired.

A provision for impairment of receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the counterparty and delinquency in payments are considered to be indicators of a receivable being impaired. The amount of the provision is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account and the amount of the loss is recognised in the Consolidated Income Statement. When a trade receivable is uncollectible it is written-off against the provision for trade receivables.

In relation to contingent consideration receivable, management assess the likelihood of recovery of the amount estimated to determine if a provision is required.

Cash and cash equivalentsCash and cash equivalents in the Consolidated Statement of Financial Position comprise cash at bank and in hand as well as short-term deposits with an original maturity of three months or less. Bank overdrafts that are repayable on demand and form part of the Group’s cash management are included as a component of cash and cash equivalents for the purpose of the Statement of Cash Flows. They are, however, shown as part of borrowings in current liabilities on the Consolidated Statement of Financial Position.

BorrowingsAll borrowings are initially recognised at fair value, net of transaction costs incurred.

After initial recognition, borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any transaction costs and any discount or premium on settlement. Gains and losses are recognised in the Consolidated Income Statement when the liabilities are derecognised or impaired, as well as through the amortisation process.




3. SIGNIFICANT ACCOUNTING POLICIES CONTINUEDFinancial instruments continuedBorrowings are classified as current unless there is an enforceable entitlement to repay balances more than 12 months after the end of the reporting period in which case they are classified as non-current.

Current and deferred income taxThe income tax expense, in the Consolidated Income Statement, represents the sum of the tax chargeable on profits for the year and deferred tax.

Current tax payable is based on taxable profit for the year. Taxable profit differs from profit before income tax as reported in the Consolidated Income Statement because it excludes items of income or expense that are taxable or deductible in other years (timing differences) and it further excludes items that are not taxable or deductible (permanent differences). The Group’s liability for current tax is calculated using rates that have been enacted or substantially enacted at the end of the reporting period. Any taxation not payable within twelve months is disclosed as a non-current liability.

Deferred income tax is provided in full, using the liability method on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction, other than a business combination that at the time of the transaction affects neither the accounting nor the taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply in the year when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred income tax is provided on temporary differences arising on investments in subsidiaries, joint arrangements and associates except to the extent that the timing of the reversal is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred income tax assets is reviewed at each end of the reporting period and reduced to the extent that it is no longer probable that sufficient taxable profit would be available to allow all or part of the deferred income tax asset to be utilised.

Deferred tax assets and deferred tax liabilities are set-off where they relate to income taxes levied by the same taxation authority or different taxable entities within the same taxable group.

Employee benefitsPension obligationsThe Group companies operate various defined contribution pension schemes. The schemes are generally funded through payments to insurance companies or trustee-administered funds.

A defined contribution plan is a pension plan where the Group pays a fixed amount to a separate entity. The Group has no further legal or constructive obligations to pay further contributions once the fixed contributions have been paid.

Obligations to the defined contribution pension plans are recognised as an expense in the Consolidated Income Statement as incurred. The Group does not operate any defined benefit plans.

Share-based compensation paymentThe Group operates a number of equity-settled, share-based compensation plans. The fair value of the employee services received in exchange for the equity instrument granted is recognised as an employee expense in the Consolidated Income Statement with a corresponding increase in equity. The fair value of share options is determined using the Black-Scholes model while the fair value of shares awarded is estimated as the market price of the shares at the grant date. The total amount to be expensed over the vesting period is determined by reference to the fair value of the equity instrument granted, excluding the impact of any non-market vesting conditions. Non-market vesting conditions are included in assumptions about the number of equity instruments that are expected to vest. At each end of the reporting period, the Group revises its estimates of the number of equity instruments that are expected to vest. It recognises the impact of the revision to original estimates, if any, in the Consolidated Income Statement, with a corresponding adjustment to equity over the remainder of the vesting period.

The proceeds received by the Company, when share options are exercised, are credited to share capital at nominal value and share premium.

The Group does not operate any cash-settled share-based payment schemes or share-based payment transactions with cash alternatives as defined in IFRS 2.



Termination benefits Termination benefits may be payable when employment is terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination benefits at the earlier of the following dates: (a) when the Group can no longer withdraw the offer of those benefits; and (b) when the entity recognises costs for a restructuring that is within the scope of IAS 37 and involves the payment of termination benefits.

Provisions for other liabilitiesA provision is recognised in the Consolidated Statement of Financial Position when the Group has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits would be required to settle the obligation and the amount has been reliably estimated. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the obligation. An increase in provision due to passage of time is recognised as an interest expense. In the instance where it is no longer probable that an outflow of resources will be acquired to settle the obligation, the provision is reversed.

Revenue recognitionRevenue comprises fees from the provision of services, commissions earned in the intermediation of financial service products and interest. Revenue is recognised when, and to the extent that, the Group has obtained the right to consideration in exchange for the services that it provides.

Accordingly, initial commissions from the intermediation of financial services are recognised as revenue on the effective inception date of the product or service, subject to a reduction for expected clawback where commission is earned on an indemnity basis. Renewal or trail commissions are recognised as revenue when the contingent events, which give rise to the right to receive those commissions typically renewal or persistency, have occurred. Interest income is recognised on an effective interest method.

Where the Group receives payment from customers in advance of the performance of its contractual obligations, a liability equal to the amount received is recognised as deferred income. That liability is reduced and the amount of the reduction is recognised as revenue when, and as, the Group obtains the right to consideration in exchange for the contracted service it provides.

Exceptional itemsThe Group has adopted an income statement format which seeks to highlight significant items within the Group results for the year. Such items include restructuring, impairment of assets, profit or loss on disposal or termination of operations, litigation settlements, unamortised transaction costs arising from early termination of borrowings, profit or loss on disposal of investments and the acquisition and integration costs relating to major acquisitions. Judgement is used by the Group in assessing the particular items, which by virtue of their scale and nature, should be disclosed in the Consolidated Income Statement and/or notes as exceptional items. These items require separate disclosure in the financial statements to facilitate a better understanding of the Group’s financial performance.

Discontinued operationsA discontinued operation is a component of an entity that either has been disposed of or is classified as held for sale, and represents either a separate major line of business or a geographical area of operations, is part of a single co-ordinated plan to dispose of a separate major line of business or geographical area of operations, or is a subsidiary acquired exclusively with a view to resale and the disposal involves loss of control. Discontinued operations are treated separately on one line in the Consolidated Income Statement, in the year of disposal.

Finance cost and finance incomeFinance cost comprises interest payable on borrowings calculated using the effective interest rate method, facility fees and unamortised borrowing transaction costs.

Finance income includes interest receivable on funds invested and is recognised in the Consolidated Income Statement on a time proportion basis, using the effective interest method. The unwinding of the discount rate on contingent consideration is included as finance income.

Share capitalOrdinary shares that have been issued are classified as equity and confer on the holder a residual interest in the assets of the Group after deducting all of its liabilities. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds. Where any Group company purchases the Company’s equity share capital (treasury shares), the consideration paid, including any directly attributable incremental costs, is deducted from equity attributable to the Company’s owners until such shares are cancelled, reissued or disposed. Where such shares are subsequently sold or reissued and any consideration received, net of any directly attributable incremental transaction costs and the related income tax effects, is included in equity attributable to the Company’s owners.

DividendsDividends on ordinary shares are recognised as a liability in the Group’s financial statements in the period in which the dividends are approved by the Company’s Shareholders. Dividends declared after the end of the reporting period, but not yet approved by Shareholders, are not provided but are disclosed in note 15 in the financial statements.




4. CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTSEstimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities, within the next year, are discussed in the Audit Committee report on pages 44 to 48, which form part of the financial statements.

5. SEGMENTAL INFORMATIONIn line with the requirements of IFRS 8, ‘Operating segments’, the Group has identified the Group Chief Executive of the Company as its CODM. The Group Chief Executive reviews the Group’s internal reporting in order to assess the performance of the Group and allocate resources. The operating segments have been identified based on these reports.

Following the significant restructuring of the Group in 2014 including the sale of five businesses, the internal reporting of financial performance was amended to reflect the new structure of the business. Throughout the year, the Group Chief Executive considered the business line perspective, based on two reporting segments: platform and independent wealth management. The segments were managed by senior executives who reported to The Group Chief Executive and the Board of Directors. These segments are described in the strategic report.

The Group Chief Executive assesses the performance of the segments based on a measure of adjusted earnings. He reviews working capital and overall balance sheet performance on a Group wide basis but also received reports on all measures at an individual business level.

The Group earns its revenues in these segments by way of fees from the provision of services and commissions earned in the intermediation of financial service products.

Goodwill is allocated to cash-generating units on a reporting segment level and that is the level at which it is assessed for impairment.

Income tax is managed on a centralised basis and therefore the item is not allocated between operating segments for the purpose of presenting information to the CODM and accordingly is not included in the detailed segmental analysis on page 77.

Intersegment revenue is not material and thus not subject to separate disclosure.



The information provided to the Group Chief Executive for the reportable segments, for the year ended 31 December 2015, is as follows:

Platform £’000

Independentwealth

management£’000

Group/Other£’000

Total£’000

Revenue 43,817 27,499 – 71,316

Adjusted operating profit/(loss) 9,846 5,929 (4,126) 11,649

Amortisation of acquired intangibles (1,809) – – (1,809)Exceptional costs – (1,350) – (1,350)

Operating profit/(loss) 8,037 4,579 (4,126) 8,490

Finance income 123 321 125 569Finance costs – – (482) (482)

Profit/(loss) before income tax 8,160 4,900 (4,483) 8,577Income tax expense (1,900)

Profit for the year from continuing operations 6,677

The 2014 comparatives, excluding discontinued operations, are as follows:

Platform £’000

Independentwealth

management£’000

Group/Other£’000

Total£’000

Revenue 36,714 28,382 – 65,096

Adjusted operating profit/(loss) 5,808 5,883 (3,809) 7,882

Amortisation of acquired intangibles (1,701) – – (1,701)Exceptional costs (410) (163) (780) (1,353)

Operating profit/(loss) 3,697 5,720 (4,589) 4,828

Finance income 133 140 11 284Finance costs – – (504) (504)

Profit/(loss) before income tax 3,830 5,860 (5,082) 4,608Income tax expense (3,310)

Profit for the year from continuing operations 1,298




5. SEGMENTAL INFORMATION CONTINUEDAssets and liabilities – 2015

Platform£’000

Independentwealth

management£’000

Group/Other£’000

Total£’000

ASSETS

Segment assets 76,236 21,591 16,428 114,255Deferred income tax asset 35Income tax asset 15

Total assets as reported on the Consolidated Statement of Financial Position 114,305

LIABILITIES

Segment liabilities (12,352) (9,084) (10,768) (32,204)Deferred income tax liabilities (2,903)

Total liabilities as reported on the Consolidated Statement of Financial Position (35,107)

The 2014 comparatives are as follows:

Platform£’000

Independentwealth

management£’000

Group/Other£’000

Total£’000

ASSETS

Segment assets 67,789 24,540 15,999 108,328Deferred income tax asset 49Assets of disposal group classifies as held for sale 3,544

Total assets as reported on the Consolidated Statement of Financial Position 111,921

LIABILITIES

Segment liabilities (9,278) (9,154) (11,691) (30,123)Deferred income tax liabilities (3,025)Income tax liabilities (151)Liabilities of disposal group classified as held for sale (1,908)

Total liabilities as reported on the Consolidated Statement of Financial Position (35,207)



Other segmental information – 2015

NotesPlatform

£’000

Independentwealth

management£’000

Group/Other£’000

Total£’000

Property, plant and equipment – additions 16 909 161 64 1,134Intangible assets – additions 17 3,046 975 3 4,024Property, plant and equipment – depreciation 16 (424) (387) (75) (886)Intangible assets – amortisation 17 (1,199) (95) (5) (1,299)


NotesPlatform

£’000

Independentwealth

management£’000

Group/Other£’000

Total£’000

Property, plant and equipment – additions 16 345 511 390 1,246Intangible assets – additions 17 3,470 357 14 3,841Property, plant and equipment – depreciation 16 (863) (261) (66) (1,190)Intangible assets – amortisation 17 (883) (62) (125) (1,070)

Breakdown of revenue by country of operationThe home country of IFG Group plc is the Republic of Ireland. The Group’s continuing revenues are derived from the following countries:

2015£’000

2014£’000

United Kingdom 71,316 64,359France – 737

Total 71,316 65,096

Revenue in the table above has been allocated based on the country where the customer is located.

Analysis of revenue by category

2015£’000

2014£’000

Platform 43,817 36,714Independent wealth management 27,499 28,382

Total 71,316 65,096

During the year there were no revenues derived from a single customer that represent 10% or more of total revenues.

Analysis of total non-current assets, at the year end, by geographical regionThe total non-current assets (excluding deferred income tax assets and available for sale assets), at the year end, split by geographical region are as follows:

2015£’000

2014£’000

Ireland 96 1,512United Kingdom 57,815 58,411

Total 57,911 59,923




6. EXCEPTIONAL ITEMSExceptional items charged against operating profit

2015£’000

2014£’000

Loss on disposal of IFG UK Financial Services 1,350 582Redundancy and restructuring-related costs – 1,290Gain on disposal of Siddalls France – (519)

Total 1,350 1,353

2015Loss on disposal of IFG UK Financial ServicesThe exceptional item for the period to 31 December 2015 relates to the provision for ongoing costs for businesses sold in 2014, principally in relation to the sale of IFG UK Financial Services. We have revised the estimate of all costs associated with unwinding the legal entity structure and associated regulatory, claims and legal costs of IFG UK Financial Services. The total loss, including the loss of £0.6 million in 2014 (see below), is £1.9 million, subject to any amendments to the contingent consideration.

2014Loss on disposal of IFG UK Financial ServicesOn 12 March 2014, the Group announced the sale of our traditional UK IFA business (IFG UK Financial Services) to Ascot Lloyd Financial Services Ltd for an initial consideration of £2.5 million, which was paid on completion on 8 September 2014, and additional consideration of up to a maximum of £5.5 million in contingent consideration, dependent upon future revenue targets. The loss recognised in 2014 on this transaction was £0.6 million.

Restructuring costsIn 2014, £1.3 million of costs were incurred in relation to redundancy and termination related costs, of which £0.5 million related to the UK and £0.8 million related to Group/Other.

Gain on disposal of Siddalls France On 31 October 2014, the Group completed the sale of Siddalls France to Blevins Franks Financial Management Limited. The pre-tax gain on this transaction was £0.5 million.

7. EXPENSES

2015£’000

2014Re-presented

£’000

Depreciation and amortisation 3,994 3,801Establishment and related costs 2,679 2,925Employee benefit expense 41,560 39,880Exceptional termination costs – 1,290Other staff related costs 2,025 1,851Advertising and marketing costs 1,297 1,623Operating lease rentals 1,335 1,437Professional fees 2,083 1,754Other IT costs 2,554 2,335Property SIPP administration fees 1,170 1,135Other expenses 2,779 2,174

Total relating to continuing operations 61,476 60,205Relating to discontinued operations 2,284 16,970

Total cost of sales and administrative expenses 63,760 77,175

The above 2014 comparatives have been re-analysed into more relevant categories. No other expenses classified by nature exceed £1.0 million in total and so have not been disclosed.



8. DIRECTORS’ REMUNERATION

2015£’000

2014£’000

For services as Non-Executive Directors 289 318For services as Executive Directors 891 843

Total emoluments 1,180 1,161Long-term incentives 12 –Share-based payments – 12Retirement benefit obligations 108 133

1,300 1,306Termination payments – for loss of office of Director – 974

Total Directors’ remuneration 1,300 2,280

The contribution of £108,000 (2014: £133,000) to retirement benefit schemes relate to defined contribution schemes for the two Executive Directors.

The compensation for loss of office was paid by the Company’s subsidiary undertaking.

9. EMPLOYEE BENEFIT EXPENSEThe average number of persons employed by the Group during the year was 825 (2014: 937). The actual number of persons employed by the Group as at 31 December 2015 was 780 (2014: 828).

The average number of persons employed by the Group, including Non-Executive Directors, during the year, analysed by category, was as follows:

2015 2014

UK 758 754Ireland 13 14Non-Executive Directors 7 7

Continuing operations 778 775Discontinued operations 47 162

Total 825 937

The aggregate remuneration costs of these employees can be analysed as follows:

2015£’000

2014Re-presented

£’000

Wages and salaries 38,982 42,504Social welfare costs 3,035 3,760Redundancy and related costs 109 1,335Pension costs – defined contribution plans 1,364 2,011Share-based payment compensation – share options 204 287

Total remuneration costs 43,694 49,897

Exceptional termination costs – (1,290)Transfer to internally generated intangible assets (784) (904)Discontinued operations (1,350) (7,823)

Total continuing remuneration costs 41,560 39,880

The above 2014 comparatives have been re-presented in accordance with the Irish Companies Act 2014.




10. FINANCE INCOME AND FINANCE COSTS

2015£’000

2014£’000

Finance costsInterest expense – bank borrowings (482) (504)Relating to discontinued operations – (24)

Total finance costs (482) (528)

Finance incomeInterest income on short-term bank deposits 168 160Unwinding of discount applicable to contingent consideration 401 124

Relating to continuing operations 569 284Relating to discontinued operations 3 11

Total finance income 572 295

Net finance income/(costs) 90 (233)

11. OPERATING PROFITThe following items have been charged in operating profit:

2015£’000

2014Re-presented

£’000

Depreciation 886 1,150Amortisation of intangible assets 3,108 2,651Operating lease rentals 1,335 1,437Net foreign exchange gain (18) (131)Employee costs (note 9) 41,560 39,880

Auditors’ remuneration – GroupDuring the year, the Group obtained the following services from the Group’s auditors, Deloitte (2014: PwC in Ireland):

2015£’000

2014 Re-presented

£’000

Statutory audit of the Group accounts 239 152Other assurance services 27 178Tax advisory services – 8Other non-audit services 77 –

Total auditors’ remuneration 343 338

Included in the above are amounts paid to Deloitte UK for services provided to other Group companies: audit £120,000, other assurance £15,000 and other non-audit services £77,000.

The 2014 comparatives have been re-presented to reflect out of pocket expenses.



12. INCOME TAX EXPENSE/(CREDIT)

2015£’000

2014£’000

Current taxIreland (at 12.5%):– current year – 13– prior year (8) (16)UK and other (primarily at 20.25% (2014: 21.50%)):– current year 2,832 1,871– prior year (809) (240)

Total current tax expense 2,015 1,628

Deferred taxIreland:– current year (1) 655– prior year 5 26UK and other:– current year (583) 608– prior year 464 393

Total deferred tax (credit)/expense (115) 1,682

Total income tax expense 1,900 3,310

The tax on the Group’s profit before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to the profits of the consolidated entities as follows:

2015£’000

2014£’000

Profit before income tax 8,577 4,608

Tax calculated at domestic tax rates applicable to results in the respective country 1,737 1,394Adjustment in respect of prior years (349) (256)Write-off of deferred tax following disposal 235 1,938Re-measurement of deferred tax – impact of change in UK tax rate (358) –Non-taxable gain – 12Differences in overseas tax rates 36 –Current year losses for which no deferred tax asset was recognised 212 105Utilisation of previous unrecognised tax losses – (91)Others including expenses not deductible for tax purposes 387 208

Income tax expense 1,900 3,310

The weighted average applicable tax rate for the year was 20.25% (2014: 30.25%). During 2015, the Company re-measured relevant deferred tax balances that were impacted by the change in the UK tax rate substantively enacted at the balance sheet date.

In accordance with the IFRS provisions, the rate of 18% is used as a basis for the calculation of the UK deferred taxes.

13. PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS (NET OF INCOME TAX)Financial information relating to discontinued operations is set out on pages 84 to 85. The 2014 comparative includes the entirety of the Irish segment, the majority of which was disposed of in 2014. The 2015 numbers relate principally to the residual general insurance brokerage business, ARB, which was sold. Regulatory approval was received on 3 December 2015.




13. PROFIT/(LOSS) FROM DISCONTINUED OPERATIONS (NET OF INCOME TAX) CONTINUEDIncome statement

2015£’000

2014£’000

Revenue 3,206 16,865Cost of sales (2,198) (15,999)

Gross profit 1,008 866

Administrative expenses (86) (971)Other gains 310 500Other losses on disposals (873) (828)

Operating profit/(loss) 359 (433)

Finance income 3 11Finance costs – (24)

Profit/(loss) before income tax 362 (446)

Income tax expense (116) (51)

Profit/(loss) for the year 246 (497)

Profit/(loss) for year attributable to:Owners of the parent Company (352) (631)Non-controlling interest 598 134

Profit/(loss) for the year 246 (497)

Other gainsOther gains relate to the reversal of a provision for indemnities and warranties following the expiration of the warranty period from the sale of the International Segment in 2012. See note 24 for further information.

Other losses on disposalsOther losses in 2015 relate to the loss on sale of ARB. See below for full breakdown.

Cash flow2015

£’0002014

£’000

Operating activities 975 129Investing activities (63) (185)Financing activities – (24)

Net movement in cash and cash equivalents from discontinued operations 912 (80)

Details on the loss on sale of ARBThe loss on sale of ARB has been calculated as follows:

2015£’000

Cash consideration received 374Carrying amounts of net assets disposed (1,663)Costs of disposal (22)Non-controlling interest 540Currency translation differences recycled to the Consolidated Income Statement on disposal (102)

Loss on sale relating to discontinued operations (873)

Net cash flow on disposal2015

£’000

Cash consideration 374Costs of disposal (22)Cash and cash equivalents disposed of (1,124)

(772)



Effect of disposal on the financial position of the Group£’000

Property, plant and equipment 182Intangible assets including goodwill 658Trade and other receivables 4,342Cash and cash equivalents 1,124Trade and other payables (4,511)Income tax liabilities (97)Deferred income tax assets 2Deferred income tax liabilities (37)

Carrying amounts of ARB net assets disposed 1,663

14. EARNINGS PER ORDINARY SHARE2015 2014

BasicProfit/(loss) after income tax and non-controlling interest (£’000)Continuing operations 6,677 1,298Discontinued operations (352) (631)

Total 6,325 667

Weighted average number of ordinary shares in issue for the calculation of earnings per share 105,214,158 104,643,665

Basic earnings per share (pence)Continuing operations 6.34 1.24Discontinued operations (0.33) (0.60)

From profits for the year 6.01 0.64

DilutedProfit/(loss) after income tax and non-controlling interest (£’000)Continuing operations 6,677 1,298Discontinued operations (352) (631)

Total 6,325 667

Weighted average number of ordinary shares in issue for the calculation of earnings per share 105,214,158 104,643,665Dilutive effect of share options 522,232 323,508

Weighted average number of ordinary shares for the calculation of diluted earnings per share 105,736,390 104,967,173

Diluted earnings per share (pence)Continuing operations 6.31 1.24Discontinued operations (0.33) (0.60)

From profits for the year 5.98 0.64

15. DIVIDENDS PAID ON ORDINARY SHARES2015

£’0002014

£’000

Final 2014 paid of 2.73 pence per share 2,856 –Interim 2015 paid of 1.44 pence per share* 1,332 –Final 2013 paid of 2.59 pence per share – 2,700Interim 2014 paid of 1.31 pence per share – 1,368

Total 4,188 4,068

* This is the net amount paid in 2015. Dividend withholding tax of £197,000 was paid in January 2016.

A final dividend in respect of 2015 of 3.00 pence per share (£3,162,000) is to be proposed at the AGM on 11 May 2016.




15. DIVIDENDS PAID ON ORDINARY SHARES CONTINUEDDuring 2015, £4,385,000 (2014: £4,068,000) was distributed to the owners of the Company. This equates to 4.17 pence per share (2014: 3.90 pence per share).

16. PROPERTY, PLANT AND EQUIPMENT

Buildings &leasehold

improvements£’000

Computerequipment

£’000

Fixtures &fittings£’000

Motorvehicles

£’000Total

£’000

Cost At 31 December 2013 2,483 5,235 391 73 8,182Transfer from disposal group 244 1,027 546 – 1,817Additions 751 434 61 – 1,246Disposal of subsidiaries (272) (1,194) (28) (38) (1,532)Disposals (92) (78) (30) (27) (227)Transfer to disposal group – (341) (10) – (351)Business combinations – 11 4 – 15Exchange adjustment (59) (170) (24) (8) (261)

At 31 December 2014 3,055 4,924 910 – 8,889

Additions 146 916 72 – 1,134Disposals (75) (357) (68) – (500)Exchange adjustment (48) (13) (5) – (66)

At 31 December 2015 3,078 5,470 909 – 9,457

Accumulated depreciationAt 31 December 2013 (1,860) (3,405) (162) (30) (5,457)Transfer from disposal group (195) (1,022) (90) – (1,307)Charge for year (285) (421) (472) (12) (1,190)Disposal of subsidiaries 20 850 21 31 922Disposals 92 78 16 4 190Transfer to disposal group – 213 7 – 220Exchange adjustment 42 149 26 7 224

At 31 December 2014 (2,186) (3,558) (654) – (6,398)

Charge for year (198) (594) (94) – (886)Disposals 30 303 42 – 375Exchange adjustment 37 9 3 – 49

At 31 December 2015 (2,317) (3,840) (703) – (6,860)

Net book amountsAt 31 December 2013 623 1,830 229 43 2,725

At 31 December 2014 869 1,366 256 – 2,491

At 31 December 2015– cost 3,078 5,470 909 – 9,457– accumulated depreciation (2,317) (3,840) (703) – (6,860)

761 1,630 206 – 2,597

Capital commitmentsAt 31 December 2015 amounts authorised by the Directors, but not contracted for, were £6,261,000 (2014: £6,617,000). Capital commitments contracted for were £nil (2014: £nil).



17. INTANGIBLE ASSETS

Goodwill£’000

Customerrelationship

brands1

£’000

Purchasedclient

books2

£’000

Computersoftware

£’000Total

£’000

Year ended 31 December 2015Opening net book amount 32,063 17,295 – 5,040 54,398Additions – – 1,264 2,760 4,024Amortisation charge acquired – (1,701) (108) – (1,809)Amortisation charge – – – (1,299) (1,299)

Closing net book amount 2015 32,063 15,594 1,156 6,501 55,314

At 31 December 2015Cost 32,063 25,517 1,264 11,634 70,478Accumulated amortisation/impairment – (9,923) (108) (5,133) (15,164)

Net book amount 32,063 15,594 1,156 6,501 55,314

Year ended 31 December 2014Opening net book amount 39,631 20,510 – 2,724 62,865Additions – – – 3,841 3,841Disposal of subsidiaries (6,700) (978) – (310) (7,988)Transfer to disposal group (390) (324) – – (714)Amortisation charge acquired – continuing – (1,701) – – (1,701)Amortisation charge acquired – discontinued – (125) – (115) (240)Amortisation charge – continuing – – – (950) (950)Amortisation charge – discontinued – – – (120) (120)Exchange adjustment (478) (87) – (30) (595)

Closing net book amount 2014 32,063 17,295 – 5,040 54,398

At 31 December 2014Cost 32,063 25,517 – 9,270 66,850Accumulated amortisation/impairment – (8,222) – (4,230) (12,452)

Net book amount 32,063 17,295 – 5,040 54,398

Notes1. Includes the cost of intangibles that were identified and valued as part of the purchase price allocation that resulted from business combinations. These

intangibles are primarily customer relationships acquired as part of recent business combinations of the Group. Useful lives range from seven to 15 years. Management estimates that the James Hay brand and customer relationship intangibles acquired during 2010 (net book value of £15,594,000) have approximately nine years and two months left in their useful lives as of 31 December 2015.

2. During 2015 the Group purchased books of clients from Capita and Towry. See the strategic report for further details.

Computer software is amortised over three to five years. Purchased books are amortised over five years.

The amortisation charge for 2015 was £3,108,000. The 2014 amount of £3,011,000 includes the continuing charge of £2,651,000 and discontinued charge of £360,000. The continuing charge is included in the Consolidated Income Statement within ‘Cost of Sales’. Computer software additions includes £784,000 of internally-generated intangible assets (2014: £904,000).

Goodwill as allocated to segments

At 31 December2015

£’000

At 31 December2014

£’000

Platform 26,771 26,771Independent wealth management 5,292 5,292

Total goodwill 32,063 32,063




17. INTANGIBLE ASSETS CONTINUEDImpairment tests for goodwillFor the purpose of impairment testing, goodwill is allocated to the Group’s segments which represent the lowest level within the Group at which the goodwill is monitored for internal management purposes.

Value-in-use calculations are utilised to calculate recoverable amounts of a cash-generating unit (‘CGU’). Value-in-use is calculated as the net present value of the projected risk-adjusted pre-tax cash flows of the CGU, in which the goodwill is contained. Net present value of cash flows is achieved by applying a discount rate based on the Group pre-tax Weighted Average Cost of Capital (‘WACC’). The Group has applied the WACC of 8.9% to both of its operating segments, as they are both in the financial services sector within the UK. These cash flows are based on budgets approved by the Board covering a one-year budget together with a two-year forecast. Cash flows beyond the three-year period are extrapolated using the estimated long-term growth rates as stated below. Forecasts are based on historical performance together with management’s expectation of future trends affecting the industry and other developments and initiatives in the business.

The key assumptions include the long-term growth rates, discount rates and management’s estimates of future profitability based on sales growth, inflation and movement in cost expectations. The prior year assumptions were prepared on the same basis.

The key assumptions used for the value-in-use calculations in 2015 and 2014 are as follows:

2015 2014

United KingdomLong-term growth rate (15 years) 2.0% 2.0%Discount rate 8.9% 9.1%4-year revenue growth rate 11.0% 12.6%

IrelandLong-term growth rate – 1.0%Discount rate – 9.1%

If the estimated long-term growth rates for all businesses were lowered by 1% from management’s estimate at 31 December 2015, the Group would have recorded an impairment charge of £nil against goodwill. If the discount rate used increased by 1%, an impairment charge of £nil would have been recorded at 31 December 2015. If the estimated cash flows for the three-year period 2016-2018 reduced by 3%, then an impairment charge of £nil would have been recorded at 31 December 2015.

18. INVESTMENTS IN ASSOCIATE AND JOINT ARRANGEMENTThe Group’s investment in associate comprises its shareholdings in Rayband Limited (shareholding 35% (2014: 35%)). The Group has not recognised a loss of £2,000 (2014: profit of £27,000) for Rayband Limited as the carrying value of its investment in the associate is £nil.

The Group’s share of the results of its principal associate and joint arrangement, all of which are unlisted, and its aggregated assets and liabilities are as follows:

Assets £’000

Liabilities£’000

Revenues£’000

(Loss)/profit£’000

Share of loss recognised by

IFG£’000

2015 324 (354) – (2) –

2014 343 (373) 277 42 –

There were no capital commitments as at 31 December 2015 associated with Rayband Limited.

19. FINANCIAL INSTRUMENTSFair value estimationThe disclosure of fair value measurements by valuation method has been done using the following fair value measurement hierarchy:

– quoted prices (unadjusted) in active markets for identical assets or liabilities (level 1); – inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as

prices) or indirectly (that is, derived from prices) (level 2); and – inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (level 3).



Level 1£’000

Level 2£’000

Level 3£’000

Total£’000

AssetsContingent consideration – – 3,004 3,004

The following table presents the movement in the level 3 assets during the year.

Level 3£’000

At 1 January 2015 5,277Adjustments (17)Payments received (2,572)Unwind of discount 401Exchange adjustments (85)

At 31 December 2015 3,004


Level 1£’000

Level 2£’000

Level 3£’000

Total£’000

AssetsContingent consideration – – 5,277 5,277

The following table presents the movement in the level 3 assets during the year.

Level 3£’000

At 1 January 2014 –Additions 5,181Unwind of discount 124Exchange Adjustments (28)

At 31 December 2014 5,277

At the year end, there were no financial instrument liabilities measured at fair value (2014: £nil).

The fair value of financial instruments that are not traded in an active market is determined by using valuation techniques. These valuation techniques maximise the use of observable market data, where it is available, and rely, as little as possible, on entity specific estimates. The Group uses its judgement to select a variety of methods and make assumptions that are mainly based on market conditions existing at the end of each reporting period.

Categories of financial assets and liabilitiesThe accounting policies for financial instruments have been applied to the line items below:

31 December 2015Assets as per the Consolidated Statement of Financial Position

Loans and receivables

£’000

Trade receivables 7,296Contingent consideration on disposals 3,004Cash and cash equivalents 34,089

Total 44,389

31 December 2014Assets as per the Consolidated Statement of Financial Position

Loans and receivables

£’000

Trade receivables 5,403Contingent consideration on disposals 5,277Cash and cash equivalents 29,326

Total 40,006




19. FINANCIAL INSTRUMENTS CONTINUEDCategories of financial assets and liabilities continued

31 December 2015Liabilities as per the Consolidated Statement of Financial Position

Financial liabilities

measured atamortised cost

£’000

Borrowings 6,831Trade and other payables 2,582

Total 9,413

31 December 2014Liabilities as per the Consolidated Statement of Financial Position

Financial liabilities

measured atamortised cost

£’000

Borrowings 6,641Trade and other payables 2,058

Total 8,699

See note 20 commentary on the credit quality of trade and other receivables.

Nature and extent of risks arising from financial instrumentsThe Group’s activities expose it to a number of financial risks: market risk (including interest rate risk, foreign exchange risk and price risk), credit risk and liquidity risk. The Group’s finance function seeks to reduce its exposure to these risks. It also ensures surplus funds are managed and controlled in a manner which will protect capital sums invested and ensures adequate short-term liquidity, whilst maximising returns. It does not operate as a profit centre and transacts only in relation to underlying business requirements. It operates policies and procedures which are periodically reviewed and approved by the Board of Directors. The Board provides written policies for overall risk management.

Market riskInterest rate riskThe Group has no significant interest-bearing exposures other than bank balances and borrowings. Interest rate risk arising from the Group’s borrowings is managed through the utilisation of interest rate swaps when conditions are favourable. The Group centrally manages the short-term cash surpluses or borrowing requirements of subsidiary companies. The Group’s borrowings, which were drawn down at variable rate, are denominated in Sterling. At 31 December 2015, if interest rates had increased/decreased by 1% with all other variables held constant, pre-tax profit for the year would have been £70,000 (2014: £70,000) lower/higher.

Foreign exchange riskForeign currency risk is the risk that the Group will sustain losses through adverse movements in currency rates. With all of the Groups trading businesses located in the UK (following the disposal of the Irish Segment in 2014), the Group is not exposed to significant exchange translation or transaction risk. The Group still operates with a head office in Dublin, Ireland. The Group also has transactional currency exposures arising from sales or purchases by subsidiaries in currencies other than the subsidiaries’ operating functional currency.

The Group’s policy in regard to foreign exchange translation exposure is to, as deemed necessary, use foreign currency borrowings to hedge the impact of exchange rate movements on the Group’s Consolidated Statement of Financial Position and to use forward foreign exchange contracts to mitigate the impact of exchange rate movements on the Group’s Consolidated Income Statement, when the Group considers it economically viable to do so. In order to achieve this objective, the Group uses its borrowings, where practicable and cost effective, partially to hedge its foreign currency denominated assets. At the end of 2015, no foreign borrowings were used as a hedge of the Group’s net investments in its subsidiaries.

At 31 December 2015, if Euro had weakened/strengthened by 10% against Sterling with all other variables held constant, post-tax profit for the year would have been £103,000 (2014: £135,000) lower/higher mainly as a result of foreign exchange gains/losses on translation of Euro-denominated assets.

Price riskPrice risk is the risk that a decline in the value of assets adversely impacts on the profitability of the Group as the result of an asset not meeting its expected value. The Group does not hold directly any market investments (other than its investments in its own businesses) on its Consolidated Statement of Financial Position and therefore is not exposed directly to such market price risk. The Group earns part of its revenue based on the value of client assets under administration and advice (in addition to transactional and fixed fees) and so has an indirect exposure to security price risk. These assets are not held on the Consolidated Statement of Financial Position. The risk is partly mitigated by the extent of the underlying clients and asset class diversification.



Credit riskThe Group has a credit policy in place and monitors credit risk on an ongoing basis. Credit risk is managed at both the Group level and the subsidiary level. It largely arises from exposures in respect of cash and short-term deposits with banks, contingent consideration relating to disposals as well as credit exposures to customers.

In relation to credit risk associated with contingent consideration receivable, we monitor the ongoing performance of the businesses sold and the performance of the businesses which acquired them, and engage with senior management of those firms to understand both the likely outturn for contingent consideration and the likelihood of collection.

Credit risk is managed by limiting the aggregate amount and duration of exposure to counterparties. These judgements are made after taking into account the counterparty’s credit rating and by regular monitoring of these ratings. Acceptable credit ratings are medium-to-high investment grade ratings for cash and cash equivalents. Customers who wish to avail of credit terms with the Group are subject to credit evaluations prior to credit being advanced and are subject to continued monitoring at operating company level. The Group does not hold collateral in respect of amounts receivable from customers.

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the demographics of the Group’s customer base as these factors may have an influence on credit risk. At the end of the reporting period, management believes that there were no concentrations of credit risk in respect of trade receivables due to the large number of customers spread across the Group’s activities and areas of operation. An impairment provision amounting to 4% of the trade and other receivables (2014: 4%) has been made at year end. The allowance has been measured on the basis of objective evidence in accordance with IAS 39. At year end 74% of the trade and other receivables balances were classified as neither past due nor impaired (2014: 82%). The maximum exposure to credit risk is re-presented by the carrying value of each receivable in the balance sheet.

Management monitors credit ratings of banks and financial institutions to which the Group has exposure and where necessary addresses concentration risk by reducing its exposure to individual banks. Cash, cash equivalents and borrowings are held with acceptable banks, as required by the banking facility agreement.

At 31 December 2015, the Group had 86% (2014: 64%) of its cash and cash equivalents and borrowings held with institutions with Standard & Poor’s rating of equal to or greater than an ‘A’ rating.

The Group’s maximum exposure to credit risk in respect of cash and cash equivalents, during the year end, is the carrying value of the balance.

Liquidity riskCash flow forecasting is performed in the operating entities of the Group and aggregated by Group finance. Group finance monitors rolling forecasts of the Group’s liquidity requirements to ensure it has sufficient cash to meet operational needs while maintaining sufficient headroom on its undrawn committed borrowing facilities (note 22), at all times so that the Group does not breach borrowing limits or covenants, where applicable, on any of its borrowing facilities. Such forecasting takes into consideration the Group’s debt financing plans, covenant compliance, compliance with internal balance sheet ratio targets and, if applicable, external regulatory or legal requirements, for example: currency restrictions. The Group current committed facilities will expire in November 2016 and the Group is currently negotiating further debt facilities to ensure it has sufficient available funds for operations and planned expansions.

The principal liquidity risks faced by the Group relate to the maturity profile of debt obligations. The Group’s finance function ensures that sufficient resources are available to meet such liabilities as they fall due through a combination of liquid investments, cash and cash equivalents, cash flows and undrawn committed bank facilities. Flexibility in funding sources is achieved through a variety of means including: (i) maintaining cash and cash equivalents with a range of highly-rated counterparties; (ii) limiting the maturity of such balances; (iii) borrowing the bulk of the Group’s debt requirements under committed bank lines; and (iv) having surplus committed lines of credit.

The undrawn committed facilities available to the Group, as at the end of the reporting period, are quantified in note 22.

On 29 November 2012, the Group entered into a facility agreement with Barclays Bank Ireland plc for a facility of £25.0 million. An amount of £7.0 million is to be repaid in November 2016, when the facility expires. The facility reduces by £2.5 million per annum. The balance as at 31 December 2015 was £17.5 million, with £10.5 million unutilised.

The Group’s bank facilities require the Group to maintain its consolidated net debt/EBITDA (excluding share of joint arrangements) at not greater than 2.5 times for 12-month periods ending 30 June and 31 December. Non-compliance with financial covenants would give the relevant lenders the right to terminate facilities and demand early repayment of any sums due under such facilities thus altering the maturity profile of the Group’s debt and liquidity.




19. FINANCIAL INSTRUMENTS CONTINUEDCategories of financial assets and liabilities continuedThe Group monitors compliance with financial covenants on a monthly basis and the consolidated net cash position is reviewed regularly by the Board of Directors. At the balance sheet date, the Group is in compliance with its financial covenants and expects to be so for the foreseeable future based on current budgets and forecasts.

These facilities are available to meet current foreseeable borrowing requirements.

The following is an analysis of the anticipated contractual cash flows including interest payable for the Group’s non-derivative financial liabilities. For the purpose of this table, debt is defined as all classes of borrowing except for obligations under finance leases. Interest is calculated based on debt held at 31 December without taking account of future issuance. Floating rate interest is estimated using the prevailing rate at the end of the reporting period. Cash flows in foreign currencies are translated using the exchange rates at 31 December 2015.

Debt£’000

Intereston debt

£’000

Tradepayables1

£’000Total

£’000

At 31 December 2015Due less than one year 7,004 180 2,582 9,766

Total 7,004 180 2,582 9,766

At 31 December 2014Due less than one year 2 210 2,058 2,270Between one and two years 7,000 193 – 7,193

Total 7,002 403 2,058 9,463

1. The maturity analysis applies to financial instruments only and therefore non-financial liabilities are not included.

20. TRADE AND OTHER RECEIVABLES2015

£’0002014

£’000

Current – trade and other receivablesTrade receivables and other receivables 18,411 15,788Less provision for impairment (709) (585)

Trade receivables and other receivables – net 17,702 15,203Prepayments 1,549 1,633Contingent consideration on disposals 3,004 2,243

22,255 19,079

Non-current – other receivablesContingent consideration on disposals – 3,034

– 3,034

The carrying value less impairment provision of trade and other receivables approximates fair value.

The Group’s exposure to concentration risk in respect of its trade receivables is assessed as low given the large number of customers and the absence of any significant exposure to one customer.

As of 31 December 2015, trade and other receivables of £13.6 million (2014: £12.9 million) were fully performing. Trade and other receivables of £2.6 million (2014: £1.8 million), less than three months past due, have been reviewed and are not considered impaired.



As of 31 December 2015, trade and other receivables of £2.1 million (2014: £1.2 million) were impaired and provided for, where required. The amount of the provision was £0.7 million (2014: £0.6 million). Management assesses that at least the receivable amount net of provision will be recovered. The ageing of these receivables is as follows:

2015£’000

2014£’000

3 to 6 months 684 2436 months to one year 646 309More than one year 811 615

2,141 1,167

The carrying amounts of the Group’s trade and other receivables are denominated in the following currencies:

2015£’000

2014£’000

Euro – 51Sterling 18,411 15,737

18,411 15,788

Contingent consideration on disposals, is recorded at the expected level of receipt, discounted using a rate applicable to the risk associated with the receivable. The amount ultimately received may vary depending on the future performance of those businesses, but represents management’s best estimate, based on current information, of the likely amount to be received. The amount ultimately received may be higher or lower than the amount currently recognised.

Movements on the provision for impairment of trade and other receivables are as follows:

2015£’000

2014£’000

At 1 January 585 809Provision for receivables impairment 283 283Disposal of subsidiaries – (52)Transfer to disposal group – 10Receivables written-off during year as uncollectible (12) (373)Unused provision released (147) (89)Exchange adjustment – (3)

At 31 December 709 585

The creation and release of the provision for impaired trade receivables has been included within ‘Cost of Sales’ in the Consolidated Income Statement.

Other than as outlined earlier, the other classes within trade and other receivables do not contain any impaired assets. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral as security.

21. CASH AND CASH EQUIVALENTS

2015£’000

2014£’000

Cash at bank and in hand 7,443 23,406Short-term bank deposits 26,646 5,920

34,089 29,326Total allocated to disposal group – 716

Total cash and cash equivalents 34,089 30,042

Cash and cash equivalents are reported at amortised cost which approximates fair value. Cash at bank and in hand earns interest at floating rates based on daily deposit bank rates. Short-term deposits are made for varying periods depending on the immediate cash requirements of the Group and earn interest at the respective short-term deposit rates.




21. CASH AND CASH EQUIVALENTS CONTINUEDCurrency rate profile of cash and cash equivalents

2015 2014

Cash atbank and in

hand£’000

Short-termbank

deposits£’000

Total£’000

Cash atbank and in

hand£’000

Short-termbank

deposits£’000

Total£’000

Euro 1,004 – 1,004 1,879 1 1,880Sterling 6,439 26,646 33,085 21,527 5,919 27,446

At 31 December 7,443 26,646 34,089 23,406 5,920 29,326

22. BORROWINGS

2015£’000

2014£’000

Non-currentBank borrowings – 6,639

– 6,639

CurrentBank borrowings 6,827 –Bank overdrafts 4 2

6,831 2

Total borrowings 6,831 6,641

Bank BorrowingsBank borrowings at 31 December 2015 mature in 2016 and bear average coupons of 2.57% annually (2014: 2.54% annually).

The carrying amounts and fair values of the non-current borrowings are as follows:

Carrying amount Fair value

2015£’000

2014£’000

2015£’000

2014£’000

Bank borrowings 6,831 6,641 6,831 6,641

The fair values are based on cash flows discounted using a rate based on the borrowing rate of 2.57% (2014: 2.54%).

The carrying amounts of the Group’s borrowings are denominated in the following currencies:

2015£’000

2014£’000

Sterling 6,831 6,641

The Group has the following undrawn committed borrowing facilities available:

2015£’000

2014£’000

Expiring within one year 10,500 –Expiring between two and five years – 13,000

10,500 13,000

These facilities are at floating interest rates which include short-term working capital facilities providing the Group with the necessary funding for short and long-term objectives.

The Company, along with some of its subsidiaries, has guaranteed Group borrowings and guarantees totalling £7,000,000 (2014: £7,000,000). There are certain share pledges for some subsidiary companies under the bank facility agreement.



23. DEFERRED INCOME TAXDeferred income tax assets and liabilities are offset if, and only if, there is a legally enforceable right to set off the recognised amounts and there is an intention to either settle on a net basis or to realise the asset and settle the liability simultaneously.

2015£’000

2014£’000

Deferred tax asset 35 49Deferred tax liability (2,903) (3,025)

(2,868) (2,976)

The gross movement on the deferred income tax account is as follows:2015

£’0002014

£’000

At beginning of the year (2,976) (1,467)Exchange movement – (64)Consolidated Income Statement credit/(charged) 115 (1,682)Credit to discontinued operations 2 9Disposal of subsidiaries 35 (135)Assets classified as held-for-sale (44) 363

At end of the year (2,868) (2,976)

No deferred income tax is recognised on the unremitted earnings of overseas subsidiaries and joint arrangements as the Group does not anticipate additional tax in Ireland on dividends received from overseas subsidiaries.

The movement in deferred tax assets and liabilities during the year are as follows:

Acceleratedcapital

allowances£’000

Intangiblesassets£’000

Taxlosses£’000

Othertemporary

differences£’000

Total£’000

Deferred tax assets at 31 December 2013 15 (204) 772 255 838Deferred tax liabilities at 31 December 2013 211 (3,818) 1,036 266 (2,305)

Net deferred tax balances at 31 December 2013 226 (4,022) 1,808 521 (1,467)

At 1 January 2014 226 (4,022) 1,808 521 (1,467)Exchange movement (1) 14 (74) (3) (64)(Charged)/credit to Consolidated Income Statement (173) 340 (1,382) (467) (1,682)Credit/(charged) to discontinued operations – 29 – (20) 9Disposal of subsidiaries – 139 (269) (5) (135)Assets classified as held-for-sale (reversal) 4 40 309 10 363

Net deferred tax balances at 31 December 2014 56 (3,460) 392 36 (2,976)

Deferred tax assets at 31 December 2014 2 – 39 8 49Deferred tax liabilities at 31 December 2014 54 (3,460) 353 28 (3,025)

Net deferred tax balances at 31 December 2014 56 (3,460) 392 36 (2,976)

At 1 January 2015 56 (3,460) 392 36 (2,976)(Charged)/credit to Consolidated Income Statement (364) 653 (104) (70) 115Credit to discontinued operations 2 – – – 2Disposal of subsidiaries (5) 40 – – 35Assets classified as held-for-sale (reversal) (4) (40) – – (44)

Net deferred tax balances at 31 December 2015 (315) (2,807) 288 (34) (2,868)

Deferred tax assets at 31 December 2015 7 – 28 – 35Deferred tax liabilities at 31 December 2015 (322) (2,807) 260 (34) (2,903)

Net deferred tax balances at 31 December 2015 (315) (2,807) 288 (34) (2,868)

Deferred tax assets of £2,930,000 (2014: £425,000) in respect of trading tax losses of circa £198,000 (2014: £1,175,000) and capital losses of circa £14,798,000 (2014: £720,000) have not been recognised. These losses have no expiration date and can be carried forward indefinitely. Deferred tax assets are recognised where it is probable that future taxable profit will be available to utilise losses.




24. PROVISIONS FOR OTHER LIABILITIES

Internationalsegmentdisposal

£’000

UKbusinessdisposal

£’000

Complaints & legal£’000

Leases£’000

Total£’000

At 1 January 410 – 1,735 596 2,741Additions – 1,023 199 43 1,265Unused amount released (310) – (145) – (455)Utilised during the year (100) – (796) (73) (969)Exchange adjustments – – 2 (24) (22)

At 31 December – 1,023 995 542 2,560

Analysis of provisions:

Current – 325 125 253 703Non-current – 698 870 289 1,857

At 31 December – 1,023 995 542 2,560

Analysis of provisions:2015

£’0002014

£’000

Current 703 1,015Non-current 1,857 1,726

2,560 2,741

International Segment disposalDuring the year, the Group released a provision of £0.3 million that related to indemnities and warranties from the sale of the International Segment in 2012. As at 31 December, the Group no longer holds any provisions relating to the disposal of the International Segment. The £0.3 million has been credited to the Consolidated Income Statement as part of the discontinued operations. Please see note 13.

UK business disposalDuring 2015, the Group increased its provisioning, mainly for claims and legal expenses, by £1.0 million in relation to the sale of its UK business IFG Financial Services that completed in 2014. See note 6 for further information. Complaints and legalThe provisions recorded represent management’s best estimate of the exposures relating to complaints and legal claims against Group companies based on information available at the time of the approval of the accounts. This includes provisions made to cover existing and incurred but not reported complaints and legal claims against the Group. These provisions represent management’s best estimate of the costs of settling these matters.

LeasesA provision reflecting management’s best estimate of the dilapidation and lease related costs for premises currently leased by Group companies has been recognised. These primarily relate to leases in Ireland and are a legacy of the Irish Segment sold in 2014.

Current provisionsAlthough these provisions are uncertain in terms of timing and/or amount, it is expected that £703,000 of the provision will be utilised in 2016.



25. TRADE AND OTHER PAYABLES (AMOUNTS FALLING DUE WITHIN ONE YEAR)

2015

£’0002014

£’000

Trade and other payables 2,582 2,058Accruals 10,746 10,811Deferred income 8,225 6,750PAYE and social welfare 857 860Value added tax 403 262

22,813 20,741

Creditors for taxation and social welfare included above 1,260 1,122

The carrying value of trade and other payables approximates fair value.

26. SHARE CAPITAL AND SHARE PREMIUM

Authorised

2015 No. of shares

2015£’000

2015€’000

2014 No. of shares

2014£’000

2014€’000

Ordinary shares of 12c each 140,187,210 13,095 16,822 140,187,210 13,095 16,822‘A’ ordinary shares of €1.27 each 8,200 7 10 8,200 7 10

13,102 16,832 13,102 16,832

Allotted and fully paid upNo. ofshares

Ordinaryshares£’000

Sharepremium

£’000

At 1 January 2014 104,227,665 9,982 81,399Share options exercised 585,000 57 487Share issue costs – – (14)

At 31 December 2014 104,812,665 10,039 81,872

Share options exercised 433,000 39 393Share issue costs – – (8)

At 31 December 2015 105,245,665 10,078 82,257

Share optionsThe Group operates share option schemes whereby options are granted to employees to acquire shares in IFG Group plc. The exercise price of the granted options is equal to the market price of the shares on the date of grant. Options are conditional on the employee remaining in service for a period of three years (vesting period) and are exercisable between three and ten years from the date of grant. The Group has no legal or constructive obligation to repurchase or settle the options in cash.

During 2015, a new share option scheme was approved at the AGM on the 12 May 2015. Further information is disclosed in the Remuneration Committee report.

At 31 December 2015 share options were outstanding over 3,212,000 (2014: 3,448,000) ordinary shares under the Company’s share option schemes. The Executive Directors were granted 377,714 (2014: nil) of the total. None of the Non-Executive Directors hold any share options.




26. SHARE CAPITAL AND SHARE PREMIUM CONTINUEDShare options continuedMovements in the number of share options outstanding and their related average exercise prices are as follows:

2015Weighted

exerciseprice in € per

share

2015Optionsno. ’000

2014Weighted

exerciseprice in € per

share

2014Optionsno. ’000

At 1 January 1.59 3,448 1.37 3,427Granted 1.95 616 1.70 626Expired/cancelled 1.99 (419) 1.42 (20)Exercised 1.19 (433) 1.24 (585)

At 31 December 1.66 3,212 1.59 3,448

Options exercisable 1.53 1,130 1.57 1,187

The weighted average share price at the date of exercise for options exercised during the year was €1.58 (2014: €1.65).

Options outstanding at the end of the year entitle holders to purchase ordinary shares as follows:

Optionsno.’000

Exercise price in €per share

Period normally exercisable

From To

28 2.05 10.05.2009 09.05.201655 2.08 12.04.2010 11.04.201730 1.97 14.04.2011 11.04.201840 1.30 07.09.2012 08.09.201927 1.15 31.08.2013 30.08.2020

150 1.26 11.10.2013 10.10.2020800 1.53 27.04.2015 26.04.2022840 1.58 26.04.2016 25.04.2023626 1.70 27.04.2017 26.04.2024616 1.95 29.05.2018 28.05.2025

Option pricingThe fair value of options granted was determined using the Black-Scholes valuation model. The significant inputs into the model were share price and exercise price of £1.40 and £1.40 respectively in 2015 (2014: £1.40 and £1.40) at the grant dates, standard deviation of expected share price returns of 38.52% (2014: 24.2%) and annual risk-free rate of 2.83%. The volatility measured at the standard deviation of expected share price returns is based on statistical analysis of daily share prices over a seven-year period as this represents the historical experience of grant date to exercise date. The expected dividend yield input assumption for all years was 3.42%. The fair value of share options granted in the year was £0.38 (2014: £0.27).

27. OTHER RESERVES

Capitalconversion

reserve£’000

Convertiblebond

reserve£’000

Equity-settled sharetransactions

reserve£’000

Capitalredemption

reserve£’000

Currencytranslation

reserve£’000

Otherforeign

exchangereserve

£’000Total

£’000

At 31 December 2013 292 238 453 1,913 4,139 (17,866) (10,831)

Currency translation difference – – – – (2,751) – (2,751)Share-based payment compensation:– value of employee services – share options – – 287 – – – 287Transfer of vested share-based payment – – (151) – – – (151)

At 31 December 2014 292 238 589 1,913 1,388 (17,866) (13,446)

Currency translation difference – – – – (88) – (88)Share-based payment compensation:– value of employee services – share options – – 204 – – – 204Transfer of vested share-based payment – – (436) – – – (436)

At 31 December 2015 292 238 357 1,913 1,300 (17,866) (13,766)



The capital conversion reserve arose on the re-denomination of the shares from Irish Pounds to Euro in 2001 and the re-nominalisation of the share capital.

The convertible bond reserve was created on the transition to IFRS and the recognition of senior unsecured notes as a compound financial instrument. The existence of warrants required the separation of debt from equity.

Equity-settled share transactions reserve records all entries that result in the Group’s requirement to settle its obligations in the form of the issue of shares.

The transfers of amounts from the equity settled share transaction reserve to revenue reserves in 2015 represents the cumulative amount of vested shares at 31 December 2015.

The capital redemption reserve arose due to the Group’s buy-back of shares in 2012.

Currency translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations, which have been included in Other Comprehensive Income and will be recycled to the profit and loss accounts if they are disposed of.

Other foreign exchange reserve comprises differences on translation of certain capital balances at historic rates, on change of functional and presentation currencies in 2011.

28. EQUITY NON-CONTROLLING INTERESTSDuring 2015, the Group completed the sale of ARB which resulted in there being £nil non-controlling interest in the Consolidated Statement of Financial Position as at 31 December 2015. See note 13 for further information.

At 31 December 2014, equity non-controlling interest was re-presented by the non-controlling interest in ARB. This interest was held by management of ARB.

29. OPERATING LEASE COMMITMENTSThe Group leases various properties and equipment under non-cancellable operating lease agreements. The lease terms are between one and 14 years and the majority of lease agreements are renewable at the end of the lease period at market rate. The lease expenditure, for continuing operations, charged to the Consolidated Income Statement during the year is disclosed in note 7. The leases have varying conditions and terms.

The future aggregate minimum lease payments under the non-cancellable operating leases are as follows:

2015£’000

2014£’000

– within one year 1,554 1,430– in the second to fifth year 1,604 1,501– over five years 648 775

3,806 3,706

30. COMMITMENTS, CONTINGENCIES AND GUARANTEESGiven the nature of the business, the Group has a number of claims against it. The Group has procedures in place to assess the veracity of the claims and provision has been made to cover its best estimate of the exposure in respect of these matters.

The Company, along with some of its subsidiaries, has guaranteed Group borrowings of £7,000,000 (2014: £7,000,000). There are certain share pledges for some subsidiary companies under the bank facility agreement.

The Company has provided rent guarantees totalling £1,810,000 (2014: £1,234,000).

The Company has an immaterial contingent liability to a former Director, as outlined in the Remuneration Committee report on page 52.

The agreements for the sale of the Irish segment and the IFG UK Financial Services business contain certain limitations on the ability of the purchasers to claim against the Company for breach of warranty and under indemnities. In particular, the aggregate liability of the Company for all claims under the sale agreements (other than certain fundamental warranties) will not exceed the net consideration.




30. COMMITMENTS, CONTINGENCIES AND GUARANTEES CONTINUEDThe Group has received a notice of a claim under the indemnities provided in the sale of the International Segment completed in 2012. The claim is considered by the purchaser to be an amount of up to £3.0 million but it is unclear at this stage whether it is a valid claim under the terms of the sale agreement, what the quantum of any possible exposure might be, and whether there are any mitigating factors which would reduce or completely eradicate any possible financial exposure or recourse to the Group. The Group will contest both the validity of the claim and, if necessary, the amount of the claim. Therefore the Group is unable at this stage, due to the significant uncertainties described above, to measure with sufficient reliability whether any provision is required.

31. CASH GENERATED FROM OPERATIONS

2015£’000

2014£’000

Continuing operationsProfit before income tax 8,577 4,608Depreciation and amortisation 3,994 3,801Disposal of subsidiaries – 63(Gain)/loss on sale of property, plant and equipment (3) 6Finance costs 482 504Finance income (569) (284)Foreign exchange movement (18) (131)Non-cash share-based payment compensation charges 204 287Increase in trade and other receivables (2,335) (620)Movement on loan and other payments to associates – 9Increase/(decrease) in current and non-current liabilities 2,744 (372)

Cash generated from continuing operations 13,076 7,871

Discontinued operationsProfit/(loss) before income tax 362 (446)Depreciation and amortisation – 400Disposal of subsidiaries 563 328Finance costs – 24Finance income (3) (11)Foreign exchange movement – 69(Increase)/decrease in trade and other receivables (2,508) 529Movement on loan and other payments to associates – 24Increase/(decrease) in current and non-current liabilities 2,313 (697)

Cash flow from discontinued operations 727 220

Cash generated from operations – net 13,803 8,091

32. ANALYSIS OF NET CASH/(DEBT)

Openingbalance

£’000

Cash flow

£’000

Othermovements

£’000

Closingbalance

£’000

Cash and short-term deposits 30,042 4,214 (167) 34,089Overdrafts (2) (2) – (4)

30,040 4,212 (167) 34,085

Bank loans due within one year – – (6,827) (6,827)Bank loans due after one year (6,639) – 6,639 –

Total 23,401 4,212 (355) 27,258

Other movementsOther movements of £355,000 include the impact of exchange rate movements of £181,000 arising on balances denominated in currencies other than Sterling and the non-cash impact of unamortised borrowing transaction costs of £174,000.

33. RELATED PARTY TRANSACTIONSKey management personnel compensationFor the purposes of the disclosure requirements of IAS 24, IFG Group has defined the term ‘key management personnel’ as its Directors. In addition to their salaries, the Group also provides non-cash benefits to Directors and contributes to post-employment plans on behalf of the Executive Directors.



2015£’000

2014£’000

Salaries and other short-term benefits 1,180 1,161Post-employment benefit 108 133Long-term incentives and share-based payments 12 12Termination benefits – 974

Charged to Consolidated Income Statement 1,300 2,280

During the year, the following dividends in respect of ordinary shares were paid to Directors of the Company:

2015£’000

2014£’000

Colm Barrington 22 20John Cotter 6 1John Gallagher 451 312Peter Priestley 32 29Cara Ryan 1 1Paul McNamara 9 1Gary Owens – 15

521 379

Transactions and balances with joint arrangements and associatesAt 31 December 2015, Group companies were owed £452,000 (2014: £407,000) by Rayband Limited, an Irish unlisted company and an associate of the Group. During the year £45,000 was advanced to Rayband Limited. Amounts owed are interest free and repayable on demand. The balance of £452,000 (2014: £407,000) is fully provided for.

Transactions involving entities in which key management have an interestDuring 2015, Group companies earned £47,000 (2014: £51,000) from key management for services provided. All fees were charged on an arms-length basis with our normal terms and conditions. At the year end, Group companies were owed £11,000 (2014: £17,000).

34. EVENTS SINCE THE YEAR ENDThe Board is recommending a final dividend of 3.00 pence per share, which will be considered by the Shareholders at the AGM on 11 May 2016.

There were no other significant events since year end.

35. PROFIT FOR THE YEARIn accordance with Section 304 of the Companies Act 2014, the Company is availing of the exemption from presenting its individual profit and loss account to the AGM and from filing it with the Registrar of Companies. The Company’s profit for the year determined in accordance with Irish GAAP is £8,144,000 (2014 profit: £1,491,000).

36. PRINCIPAL SUBSIDIARIES AND ASSOCIATE UNDERTAKING

SHAREHOLDING AND COMPANY PRINCIPAL ACTIVITIES VOTING RIGHTS %

PRINCIPAL SUBSIDIARIES Incorporated in the UKIFG UK Holdings Limited Holding company 100The IPS Partnership plc Pensions administration and pension scheme administrators 100IPS Pensions Limited Actuarial and pension administration services 100James Hay Pension Trustees Limited Pension Trustee services 100James Hay Wrap Managers Limited Portfolio administrative services 100All at Trinity House, Anderson Road, Swavesey, Cambridgeshire, CB24 4UQ, telephone +44 1954 233 555, fax +44 1954 233 500

Saunderson House Limited Independent financial adviser 1001 Long Lane, London, EC1A 9HF, telephone +44 20 7315 6500, fax +44 20 7315 6550

James Hay Holdings Limited Holding company 100James Hay Administration Company Limited Provider of SIPPs 100Dunn’s House, St Paul’s Road, Salisbury, SP2 7BF, telephone +44 345 521 2414



36. PRINCIPAL SUBSIDIARIES AND ASSOCIATE UNDERTAKING CONTINUED

SHAREHOLDING AND COMPANY PRINCIPAL ACTIVITIES VOTING RIGHTS %

Incorporated in JerseyIFG UK Finance Limited Provision of loan finance to Group companies 100James Hay Insurance Company Limited Provision of SIPPS 100Wellington House, 15 Union Street, St Helier, telephone +44 1534 714 500, fax +44 1534 767 787

Incorporated in IrelandIFG Securities Limited Group administration services 100The Oval, Shelbourne Road, Ballsbridge, Dublin 4, D04 T8F2, telephone +353 1 632 4800, fax +353 1 632 4801

ASSOCIATE UNDERTAKINGIncorporated in IrelandRayband Limited Property development 35The Oval, Shelbourne Road, Ballsbridge, Dublin 4, D04 T8F2, telephone +353 1 632 4800, fax +353 1 632 4801

37. APPROVAL OF FINANCIAL STATEMENTSThe Directors approved the financial statements on 21 March 2016.

Notes1. The companies operate principally in their countries of incorporation. 2. Pursuant to Section 316 of the Companies Act 2014, a full list of subsidiaries and associates will be annexed to the Company’s Annual Return to be filed in

the Companies Registration Office in Ireland.




Notes

2015£’000

2014Re-presented

£’000

Fixed assetsInvestments in subsidiaries 5 163,257 163,489 Current assetsDebtors 6 6,473 4,442Cash and cash equivalents 6,353 7,819

12,826 12,261 Creditors (amounts falling due within one year) 8 (14,922) (12,337)

Net current assets (2,096) (76)

Total assets less current liabilities 161,161 163,413

Creditors (amounts falling due after more than one year) 9 – (6,639)

Net assets 161,161 156,774

Capital and reserves Called-up share capital 10 10,078 10,039Share premium 82,257 81,872Other reserves 2,562 2,794Retained earnings 66,264 62,069

Shareholders’ funds 161,161 156,774



Parent Company Balance Sheet – Irish GAAPAs at 31 December 2015



Notes2015

£’0002014

£’000

Cash flows from operating activities Cash generated from operations 11 2,664 11,047

Net cash generated from operating activities 2,664 11,047

Cash flows from financing activitiesDividends paid (4,188) (4,068)Interest paid (309) (332)Proceeds from issue of share capital 403 529

Net cash used in financing activities (4,094) (3,871)

Net (decrease)/increase in cash and cash equivalents (1,430) 7,176Cash and cash equivalents at the beginning of the year 7,819 648Effect of foreign exchange rate changes (36) (5)

Cash and cash equivalents at end of year 12 6,353 7,819

Parent Company Cash Flow Statement – Irish GAAPYear ended 31 December 2015



Sharecapital£’000

Sharepremium

£’000

Otherreserves

£’000

Retainedearnings

£’000Total

£’000

At 1 January 2014 9,982 81,399 2,658 64,495 158,534

Profit for year – – – 1,491 1,491

Total comprehensive income for the financial year – – – 1,491 1,491

Dividends – – – (4,068) (4,068)Issue of share capital 57 487 – – 544Share issue costs – (14) – – (14)Transfer of vested share-based payment – – (151) 151 –Share-based payment compensation:– value of employee services – share options – – 287 – 287

57 473 136 (3,917) (3,251)

At 31 December 2014 10,039 81,872 2,794 62,069 156,774

Profit for year – – – 8,144 8,144

Total comprehensive income for the financial year – – – 8,144 8,144

Dividends – – – (4,385) (4,385)Issue of share capital 39 393 – – 432Share issue costs – (8) – – (8)Transfer of vested share-based payment – – (436) 436 –Share-based payment compensation– value of employee services – share options – – 204 – 204

Transaction with owners 39 385 (232) (3,949) (3,757)

At 31 December 2015 10,078 82,257 2,562 66,264 161,161

Parent Company Statement of Changes in Equity – Irish GAAPYear ended 31 December 2015



1. BASIS OF PREPARATIONThe financial statements have been prepared on a going concern basis and in accordance with the Companies Act, 2014 and Generally Accepted Accounting Principles (‘Irish GAAP’) in Ireland (accounting standards issued by the Financial Reporting Council and promulgated by the Institute of Chartered Accountants in Ireland). The financial statements are prepared in Sterling, denoted by the symbol £’000 and rounded to the nearest thousand.

The Generally Accepted Accounting Principles in Ireland are covered under FRS 102 – The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland (‘FRS 102’). This is the first year in which the financial statements have being prepared under the new Irish GAAP and any transition adjustments to the new standard are explained in note 16.

In accordance with Section 304(2) of the Companies Act, 2014, the Company is availing of the exemption from presenting its individual profit and loss account to the AGM and from filing it with the Registrar of Companies. The Company’s profit for the year determined, in accordance with Irish GAAP, is £8.1 million (2014 profit: £1.5 million).

2. BASIS OF ACCOUNTINGThe financial statements are prepared under the historical cost convention.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES3.1 Investments in subsidiariesInvestments in subsidiaries are stated in the Balance Sheet at cost unless they have been impaired, in which case they are carried at net realisable value or value in use as appropriate. In situations where the event that caused the original impairment loss has reversed in a way not foreseen in the original impairment assessment, the impairment loss is reversed.

3.2 Financial instrumentsFinancial assets and liabilities are recognised in the Company’s balance sheet when the Company becomes a party to the contractual provisions of the instrument.

DebtorsDebtors are recognised initially at transaction price.

CreditorsCreditors are measured initially at transaction price.

Cash and cash equivalentsCash and cash equivalents comprise cash in bank and cash on hand. The carrying amount is approximately equal to their fair value.

BorrowingsAll borrowings are initially recognised at fair value, net of transaction costs incurred. After initial recognition, borrowings are subsequently measured at amortised cost using the effective interest method. Amortised cost is calculated by taking into account any transaction costs and any discount or premium on settlement. Gains and losses are recognised in the profit and loss when the liabilities are derecognised or impaired, as well as through the amortisation process.

Borrowings are classified as current unless there is an enforceable entitlement to repay balances more than 12 months after the balance sheet date, in which case they are classified as non-current.

3.3 Foreign currenciesTransactions denominated in foreign currencies are translated into Sterling at the rate of exchange ruling at the transaction date. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the balance sheet date. All translation differences are taken to the profit and loss.

3.4 DividendsDividends on ordinary shares are recognised as a liability in the Company’s financial statements in the period in which the dividends are approved by the Company’s Shareholders. Dividends declared after the end of the reporting period are disclosed in note 15 in the consolidated financial statements.

Notes to the Parent Company financial statements – Irish GAAP



3.5 Share-based payment compensationThe Company operates a number of equity-settled, share-based compensation plans for employees of some of its subsidiaries. The fair value of share options is determined using the Black-Scholes model while the fair value of shares awarded is estimated as the market price of the shares at the grant date. The proceeds received by the Company when share options are exercised are credited to share capital at nominal value and to share premium.

The Company does not operate any cash-settled share-based payment schemes or share-based payment transactions with cash-alternatives as defined in FRS 102 26.1.

In line with the transitional arrangements set out in FRS 102 35.10.(b), ‘Share-based Payment’, the recognition and measurement principles of this standard have not being applied to share entitlements granted before the date of transition to FRS 102.

3.6 Related party disclosuresThe Company discloses transactions with related parties that are not wholly owned within the Group. In accordance with FRS 102 33.1A, it does not disclose transaction with members of the same group that are wholly owned.

4. SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATESImpairment of investment in subsidiariesThe Company tests annually whether any investment in subsidiaries should impaired. The recoverable amounts of the investments have been determined based on value-in-use calculations. These calculations require the use of significant estimates with regards to discount rates, long-term growth rates and the estimated cash flows for the three-year period from 2016 to 2018.

Provisions for receivablesManagement reviews the recoverability of receivables taking into account objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivable.



5. INVESTMENTS IN SUBSIDIARIES

2015£’000

CostAt 1 January 2015 165,113Additions – capital contributions 6,700Disposals (30)Capital contribution in respect of share-based payment compensation 204Release of vested share-based payment compensation (436)

At 31 December 2015 171,551

Impairment provisionAt 1 January 2015 (1,624)Utilised in the year 30Provided in the year (6,700)

At 31 December 2015 (8,294)

Net book amountAt 31 December 2014 163,489

At 31 December 2015 163,257

The 2014 comparative is as per below:2014

£’000

CostAt 1 January 2014 7,798Additions 161,666Disposals (4,487)Capital contribution in respect of share-based payment compensation 287Release of vested share-based payment compensation (151)

At 31 December 2014 165,113

Impairment provisionAt 1 January 2014 (5,448)Utilised in the year 3,824

At 31 December 2014 (1,624)

Net book amountAt 31 December 2013 2,350

At 31 December 2014 163,489

Principal subsidiaries are listed in note 36 of the consolidated financial statements.

The additions relate to capital contributions made as part of an intercompany restructuring during 2015. These amounts were fully impaired.

The disposal relates to a subsidiary strike off in 2015.

Notes to the Parent Company financial statements – Irish GAAP continued



6. DEBTORS

2015£’000

2014Re-presented

£’000

Amounts receivable within one yearAmounts due from subsidiaries 4,820 5,142Provisions for receivables from subsidiaries (129) (2,464)

4,691 2,678

Other debtors 1,748 1,730Prepayments 34 34

6,473 4,442

The carrying value, less impairment provision of debtors and other receivables, approximates fair value.

The amounts owed from subsidiaries are unsecured, interest-free, have no fixed date of repayment and are repayable on demand. They will be settled in cash or by set off.

7. PROVISIONS FOR RECEIVABLES FROM SUBSIDIARIES

2015£’000

2014£’000

At the beginning of the year (2,464) (6,464)Utilised in the year 2,335 4,000

At the end of the year (129) (2,464)

8. CREDITORS (AMOUNTS FALLING DUE WITHIN ONE YEAR)

2015£’000

2014£’000

Trade creditors 278 96Taxation and social welfare 29 35Accruals 581 599Amounts due to subsidiaries 7,207 11,607Borrowings 6,827 –

14,922 12,337

The carrying amount of trade and other payables approximates fair value.

The amounts owed to subsidiaries are unsecured, interest free, have no fixed date of repayment and are repayable on demand. They will be settled in cash or by set off.

On 29 November 2012, the Company entered into a facility agreement with Barclays Bank Ireland plc for an amount of £25.0 million, of which £7.0 million is drawn. The amount of £7.0 million is to be repaid in November 2016. The loan accrues interest on a monthly basis at LIBOR plus 2.0%.

9. CREDITORS (AMOUNTS FALLING DUE AFTER ONE YEAR)

2015£’000

2014£’000

Borrowings – 6,639



10. SHARE CAPITAL

2015No. ofshares

2015£’000

2015€’000

2014No. of

Shares2014

£’0002014

€’000

AuthorisedOrdinary shares of 12c each 140,187,210 13,095 16,822 140,187,210 13,095 16,822‘A’ ordinary shares of €1.27 each 8,200 7 10 8,200 7 10

13,102 16,832 13,102 16,832

No. of shares £’000

Allotted and fully paid upAt 1 January 2014 104,227,665 9,982Share options exercised during year 585,000 57

At 31 December 2014 104,812,665 10,039Share options exercised during year 433,000 39

At 31 December 2015 105,245,665 10,078

11. CASH GENERATED FROM OPERATIONS

2015£’000

2014£’000

Profit before income tax 8,144 1,491Vested share options 436 151Income from shares in Group undertakings (15,000) (10,000)Finance costs 482 504Finance income (5) (522)Foreign exchange movement 172 (135)Decrease in amounts due to Group undertakings 8,461 19,759Decrease/(increase) in trade and other receivables 4 (80)Decrease in current and non-current liabilities (30) (121)

Cash generated from operations 2,664 11,047

12. ANALYSIS OF NET CASH/(DEBT)

Openingbalance

£’000

Cashflow

£’000

Othermovements

£’000

Closingbalance

£’000

Cash and short-term deposits 7,819 (1,430) (36) 6,353Overdrafts – – – –

7,819 (1,430) (36) 6,353Bank loans due within one year – – (6,827) (6,827)Bank loans due after one year (6,639) – 6,639 –

Total 1,180 (1,430) (224) (474)

Other movementsOther movements of £224,000 include the impact of exchange rate movements of £50,000 arising on balances denominated in currencies other than Sterling and the non-cash impact of unamortised borrowing transaction costs of £174,000.

13. RELATED PARTY TRANSACTIONSTransactions with other companies within the group are not disclosed as the Company has availed of the exemption under FRS 102 33.1A ‘Related Party Disclosures’.

For the purpose of the disclosure requirements of FRS 102, IFG Group has defined the term ‘key management personnel’ as its Directors. The amount of the compensation is shown in note 33 in the consolidated financial statements.

Notes to the Parent Company financial statements – Irish GAAP continued



14. COMMITMENTS, CONTINGENCIES AND GUARANTEESThe Company, along with some of its subsidiaries, has guaranteed Group borrowings of £7,000,000 (2014: £7,000,000). There are certain share pledges for some subsidiary companies under the bank facility agreement.

The Company has provided rent guarantees totalling £1,810,000 (2014: £1,234,000).

The Company has an immaterial contingent liability to a former Director, as outlined in the Remuneration Committee report on page 52.

The agreements for the sale of the Irish segment and the IFG UK Financial Services business contain certain limitations on the ability of the purchasers to claim against the Company for breach of warranty and under indemnities. In particular, the aggregate liability of the Company for all claims under the sale agreements (other than certain fundamental warranties) will not exceed the net consideration.

The Group has received a notice of a claim under the indemnities provided in the sale of the International Segment completed in 2012. The claim is considered by the purchaser to be an amount of up to £3.0 million but it is unclear at this stage whether it is a valid claim under the terms of the sale agreement, what the quantum of any possible exposure might be, and whether there are any mitigating factors which would reduce or completely eradicate any possible financial exposure or recourse to the Group. The Group will contest both the validity of the claim and, if necessary, the amount of the claim. Therefore the Group is unable at this stage, due to the significant uncertainties described above, to measure with sufficient reliability whether any provision is required.

Pursuant to the provisions of Section 357 of the Companies Act 2014, the Company has guaranteed the liabilities of its wholly-owned subsidiary undertakings in the Republic of Ireland for the year ended 31 December 2015 and, as a result, such subsidiary undertakings have been exempted from the filing provisions of Sections 347 and 348, Companies Act, 2014.

15. AUDITORS’ REMUNERATION

2015£’000

2014£’000

Statutory audit of parent entity accounts 10 8

16. TRANSITION TO FRS 102As a result of the transition to FRS 102, the 2014 receivable from subsidiaries after more than one year has been reclassed to receivable from subsidiaries within one year as these balances are repayable on demand.

Amounts due from subsidiaries

At 01 January 2014

£’000

Effect of transition to

FRS 102£’000

At 31 December2014

£’000

Debtors – amounts falling due within one year 465 2,213 2,678Debtors – amounts falling due after more than one year 2,213 (2,213) –

Total 2,678 – 2,678

17. EVENTS SINCE THE YEAR ENDThe Board is recommending a final dividend of 3.00 pence per share which will be considered by the Shareholders at the AGM on 11 May 2016.

There were no other significant events since the year end.

18. APPROVAL OF FINANCIAL STATEMENTSThe Directors approved the financial statements on 21 March 2016.


Other information

Notice is hereby given that the fifty second Annual General Meeting (‘AGM’) of IFG Group plc will be held at Herbert Park Hotel, Ballsbridge, Dublin 4, on 11 May 2016 at 12pm for the following purposes:

ORDINARY BUSINESS1. To receive and consider the report of the Directors, financial statements and the independent auditor’s report thereon

for the financial year ended 31 December 2015.

2. To declare the dividend recommended by the Directors.

3. To re-elect as a Director Colm Barrington who retires in accordance with best practice under the UK Corporate Governance Code.

4. To re-elect as a Director John Gallagher who retires in accordance with the Articles of Association of the Company.

5. To re-elect as a Director David Paige who retires in accordance with the Articles of Association of the Company.

6. To re-elect as a Director Cara Ryan who retires in accordance with the Articles of Association of the Company.

7. To authorise the Directors to agree the remuneration of the auditors.

SPECIAL BUSINESS8. As an Ordinary Resolution “that the Directors of the Company be and they are generally and unconditionally authorised to exercise all powers of the

Company to allot relevant securities (within the meaning of Section 1021 of the Companies Act, 2014) up to an aggregate nominal amount not exceeding the present authorised but unissued capital of the Company; provided that this authority shall expire at the conclusion of the next AGM of the Company after the passing of this Resolution or 10 August 2017 (if earlier) unless previously renewed, varied or revoked by the Company, save that the Company may before such expiry make an offer or agreement which would or might require relevant securities to be allotted after such expiry and the Directors may allot relevant securities pursuant to such an offer or agreement as if the authority conferred hereby had not expired”.

9. As a Special Resolution “that the Directors be and they are hereby empowered pursuant to Section 1023 of the Companies Act, 2014 to allot equity

securities (within the meaning of Section 1023 of the said Act) for cash pursuant to the authority conferred by Resolution 8 above as if Section 1022 of the Companies Act, 2014 did not apply to such allotment provided that this power shall be limited:

a. to the allotment of equity securities in connection with a rights issue in favour of Shareholders where the equity securities respectively attributable to the interests of all Shareholders are proportionate (as nearly as may be) to the respective number of ordinary shares held by them; and

b. to the allotment (otherwise than pursuant to sub-paragraph a above) of equity securities up to an aggregate nominal value of €631,474 (representing five per cent of the issued share capital of the Company) at 31 December 2015.

The power hereby conferred shall expire at the conclusion of the next AGM of the Company after the passing of this Resolution or 10 August 2017 (if earlier) unless such power shall be renewed in accordance with and subject to the provisions of the said Section 1023 save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be allotted after such expiry and the Directors may allot equity securities pursuant to such an offer or agreement as if the authority conferred hereby had not expired”.

10. As a Special Resolution “that the Company be and is hereby generally and unconditionally authorised to make one or more market purchases (within

the meaning of Section 1074 of the Companies Act, 2014) on The London Stock Exchange and/or The Irish Stock Exchange of ordinary shares of €0.12 each in the capital of the Company (‘ordinary shares’) provided that:

a. the maximum aggregate number of ordinary shares hereby authorised to be purchased is 10,524,567 (representing ten per cent of the issued ordinary share capital at 31 December 2015);

b. the minimum price (exclusive of expenses), which may be paid for an ordinary share, is €0.12 being the nominal value of an ordinary share;

c. the maximum price (exclusive of expenses), which may be paid for an ordinary share, is not more than five per cent above the average of the bid and offer price for an ordinary share for the ten business days immediately preceding the day on which the ordinary shares are purchased, unless previously revoked or varied, the authority hereby conferred shall expire at the close of business on 31 December 2017; and

Notice of meeting



d. the Company may make a contract or contracts to purchase ordinary shares under the authority hereby conferred prior to the expiry of such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase of ordinary shares in pursuance of such a contract or contracts, notwithstanding that this authority has otherwise expired”.

11. As a Special Resolution “that for the purposes of Section 1078 of the Companies Act, 2014, the re-issue price range at which any treasury shares (as

defined by the said Section 1078) for the time being held by the Company may be re-issued off-market shall be as follows:

a. the maximum price at which a treasury share may be re-issued off-market, shall not be more than five per cent above the average of the bid and offer price for an ordinary share for the ten business days immediately preceding the day on which the treasury share is re-issued; and

b. the minimum price at which a treasury share may be re-issued off-market shall not be less than ten per cent below the average of the bid and offer price for an ordinary share for the ten business days immediately preceding the day on which the treasury share is re-issued, unless previously revoked or varied, the authority hereby conferred shall expire at the close of business on the date of the next AGM of the Company or on the date 18 months after the passing of this Resolution (whichever shall be earlier).

12. As a Special Resolution To consider and, if thought fit, pass the following resolution as a Special Resolution:

That:

(a) a new Clause 2 be added to the Memorandum of Association of the Company as follows and that the remaining Clauses of the Memorandum of Association be re-numbered accordingly:

2. “The Company is a public limited company, registered under Part 17 of the Companies Act 2014.”

(b) in Clause 4(3) of the Memorandum of Association of the Company (as re-numbered), the words “as defined by Section 155 of the Companies Act 1963 or a subsidiary of the Company as defined by the said section” be deleted and the words “or a subsidiary of the Company as defined by sections 7 and 8 of the Companies Act 2014” be substituted therefor; and

(c) in Clause 4(6) of the Memorandum of Association of the Company (as re-numbered), the word ‘Board’ be deleted and the word ‘board’ be substituted therefor.

13. As a Special Resolution To consider and, if thought fit, pass the following resolution as a Special Resolution:

“that the Articles of Association produced to the meeting (a copy of which regulations are attached at Appendix II) be adopted as the new Articles of Association of the Company in substitution for and to the exclusion of the existing Articles of Association of the Company”.

14. As a Special Resolution “that, in accordance with the Shareholder Rights (Directive 2007/36/EC) Regulations 2009, the provisions of Article 59

of the Articles of Association of the Company allowing for the convening of an Extraordinary General Meeting of the Company on giving 14 days’ notice in writing at the least (where such meeting is not an AGM or a general meeting for the passing of a Special Resolution) shall continue to be effective”.


David EdwardsCompany Secretary


Other information

NOTES:Entitlement to attend and vote(1) Only those shareholders registered on the Company’s register of members at:

– 6pm on 9 May 2016; or – if the AGM is adjourned, at 6pm on the day two days prior to the adjourned AGM

shall be entitled to attend and vote at the AGM.

Website giving information regarding the meeting(2) Information regarding the Annual General Meeting, including the information required by Section 1103 of the Companies Act

2014, is available at www.ifggroup.com.

Attending in person(3) The AGM will be held at Herbert Park Hotel, Ballsbridge, Dublin 4, Ireland. If you wish to attend the AGM in person, you are

recommended to attend at least 15 minutes before the time appointed for holding of the AGM to allow time for registration. Please bring the attendance card attached to your Form of Proxy and present it at the shareholder registration desk before the commencement of the AGM.

Appointment of proxies(4) A member entitled to attend, speak and vote at the above meeting is entitled to appoint a proxy to attend, speak and vote

on his/her behalf. A member may appoint more than one proxy to attend and vote at the AGM in respect of shares held in different securities accounts. A member acting as an intermediary on behalf of one or more clients may grant a proxy to each of its clients or their nominees or their nominees provided each proxy is appointed to exercise rights attached to different shares held by that member. A proxy need not be a member of the Company.

(5) A Form of Proxy for use by members is enclosed with this Notice of AGM (or is otherwise being delivered to shareholders). Completion of a Form of Proxy (or submission of proxy instructions electronically) will not prevent a shareholder from attending the AGM and voting in person should he or she wish to do so.

(6) To be valid, the Form of Proxy and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority) must be lodged with the Company’s Registrar, Computershare Investor Services (Ireland) Limited, P.O. Box 954, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18 (if by post) or by hand to Computershare Investor Services (Ireland) Limited, Heron House, Corrig Road, Sandyford Industrial Estate, Dublin 18, Ireland as soon as possible and, in any event, so as to be received not less than forty-eight hours before the time for the holding of the meeting, or any adjournment thereof.

(7) CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST Sponsored Members, and those CREST Members who have appointed a voting service provider(s), should refer to their CREST Sponsor or voting service provider(s), who will be able to take appropriate action on their behalf.

(8) In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a “CREST Proxy Instruction”) must be properly authenticated in accordance with Euroclear UK and Ireland (EUI)’s specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must be transmitted so as to be received by the Company’s Registrar, Computershare Investor Services (Ireland) Limited, as issuer’s agent (CREST Participant ID 3RA50), by the latest time(s) for receipt of proxy appointments specified in this notice of meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer’s agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST.

Notice of meeting continued



(9) CREST members and, where applicable, their CREST sponsors or voting service providers should note that EUI does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST Personal Member or Sponsored Member or has appointed a voting service provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.

(10) The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Companies Act 1990 (Uncertificated Securities) Regulations 1996.

(11) Completing and returning the Form of Proxy does not preclude a member from attending and voting at the meeting should he/she so wish.

(12) To appoint a proxy electronically log onto the website of the Company Registrar, www.computershare.com entering the company name IFG Group plc. You will need to register for share portal by clicking on ‘registration section’ (if you have not registered previously) and then follow the instructions thereon. Shareholders will require their Shareholder Reference Number (SRN) as printed on the face of the accompanying Form of Proxy. Full details of the procedures, including voting instructions are given on the website.

Issued shares and total voting rights(13) The total number of voting rights on the date of this notice of AGM is 105,395,665. On a vote by show of hands every

shareholder who is present in person and every proxy has one vote (but no individual shall have more than one vote). On a poll every shareholder shall have one vote for every share carrying voting rights of which he or she is the holder.

The ordinary resolutions require a simple majority of votes cast by shareholders voting in person or by proxy to be passed.

The special resolutions require a majority of not less than 75% of votes cast by those who vote either in person or by proxy to be passed.

Questions at the Annual General Meeting(14) Under Section 1107 of the Companies Act 2014 the Company must answer any question a shareholder may ask relating to the

business being dealt with at the AGM unless:

– answering the question would interfere unduly with the preparation for the Annual General Meeting or the confidentiality and business interests of the Company;

– the answer has already been given on a website in a question and answer format; or – it appears to the Chairman of the AGM that it is undesirable in the interests of good order of the meeting that the

question be answered.

Shareholders’ right to table draft resolutions and to put items on the agenda(15) A shareholder or a group of shareholders holding 3% of the issued share capital, representing at least 3% of the total voting

rights of all shareholders who have a right to vote at the meeting, have a right to table a draft resolution for an item on the agenda of the meeting subject to any contrary provisions in company law. In the case of the 2016 AGM, the latest date for submission of such requests was 30 March 2016 (being 42 days prior to the date of the meeting).

The request:

– may be in hard copy form or in electronic form; – must set out in writing details of the draft resolution in full or, if supporting a draft resolution sent by another

shareholder, clearly identify the draft resolution which is being supported; – must be authenticated by the person or persons making it (by identifying the shareholder or shareholders meeting

the qualification criteria and, if in hard copy, by being signed by the shareholder or shareholders); and – must be received by the Company not later than 42 days before the meeting to which the request relates.


Other information

In addition to the above, the request must be made in accordance with one of the following ways:

– a hard copy request which is signed by the shareholder(s), states the full name, the Shareholder Reference Number (SRN) (as printed on the accompanying Form of Proxy) and the address of the shareholder(s) and is sent to the Company Secretary, IFG Group plc, The Oval, Shelbourne Road, Ballsbridge, Dublin 4, Ireland; or

– a request which states the full name and address of the shareholder(s) and the SRN (as printed on the accompanying Form of Proxy) and is sent to [email protected].

A draft resolution must not be such as would be incapable of being passed or otherwise be ineffective (whether by reason of inconsistency with any enactment or the Company’s Memorandum and Articles of Association or otherwise). Any draft resolution must not be defamatory of any person.

(16) A shareholder or a group of shareholders holding 3% of the issued share capital, representing at least 3% of the total voting rights of all shareholders who have a right to vote at the meeting, have a right to put an item on the agenda of the meeting subject to any contrary provisions in company law. In the case of the 2016 AGM, the latest date for submission of such requests was 30 March 2016 (being 42 days prior to the date of the meeting).

The request:

– may be in hard copy form or in electronic form; – must set out in writing the details of the item you wish to have included in the agenda of the meeting; – must set out in writing your reasons why the item is to be included in the agenda of the meeting; – must be authenticated by the person or persons making it (by identifying the shareholder or shareholders meeting

the qualification criteria and, if in hard copy, by being signed by the shareholder or shareholders); and – must be received by the Company not later than 42 days before the meeting to which the request relates.

In addition to the above, the request must be made in accordance with one of the following ways:

– a hard copy request which is signed by the shareholder(s), states the full name, the SRN (as printed on the accompanying Form of Proxy) and the address of the shareholder(s) and is sent to the Company Secretary, IFG Group plc, The Oval, Shelbourne Road, Ballsbridge, Dublin 4, Ireland; or

– a request which states the full name and address of the shareholder(s) and the SRN (as printed on the accompanying Form of Proxy) and is sent to [email protected].

Any requested item must not be defamatory of any person.

Notice of meeting continued



Shareholders’ information

FINANCIAL CALENDAR

Final results announced 22 March 2016Annual General Meeting 11 May 2016Payment date for 2015 final dividend 20 June 2016Interim results announced 25 August 2016Proposed payment date for interim dividend 25 November 2016

SHARE PRICE AND DIVIDEND DATA

20132012201120102008 20092006 2007 2014 2015

1.8

1.0

1.2

0.4

0.2

0.6

1.4

1.6

0.8

0

20132012201120102008 20092006 2007 2014 2015

5.00

3.00

1.00

4.00

2.00

0

Closing Share price (£)

Dividend per Share (pence)


Other information

Advisers

PRINCIPAL BANKERSBarclays Bank Ireland plc2 Park PlaceHatch StreetDublin 2

STOCKBROKERSDavyDavy House49 Dawson StreetDublin 2

MacquarieRopemaker Place28 Ropemaker StreetLondon EC2Y 9HD

GROUP AUDITORSDeloitteDeloitte & Touche HouseEarlsfort TerraceDublin 2

PRINCIPAL SUBSIDIARY COMPANY AUDITORSDeloitte LLP110 Queen Street GlasgowG1 3BX

SOLICITORSMatheson70 Sir John Rogerson’s QuayDublin 2

Eversheds O’Donnell Sweeney One Earlsfort CentreEarlsfort TerraceDublin 2

REGISTRARSComputershare Investor Services (Ireland) LimitedHeron HouseCorrig RoadSandyford Industrial EstateDublin 18


Notes

IFG Group plcThe OvalShelbourne RoadBallsbridge Dublin 4D04 T8F2IrelandT: + 353 1 632 4800F: + 353 1 632 4801E: [email protected]

www.ifggroup.com

Registered in Ireland No.21010

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ifg group plc - london stock exchange...2016/04/14 · ifg group plc 1 annual report and accounts...

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