PUBLICDISCLOSURES
T. Rowe Price International Ltd.
60 Queen Victoria Street
London, EC4N 4TZ

1

CONTENTS
1. INTRODUCTION ................................................................................................................................... 3
2. RISK MANAGEMENT .......................................................................................................................... 5
3. GOVERNANCE ................................................................................................................................... 12
4. INVESTMENT POLICY ...................................................................................................................... 15
5. OWN FUNDS ....................................................................................................................................... 21
6. REMUNERATION ............................................................................................................................... 25

2

1. INTRODUCTION
1.1 Purpose of DisclosureThis disclosure is being made under the Financial Conduct Authority’s (“FCA”) Investment Firms
Prudential Regime (“IFPR”) MiFIDPRU 8 requirements. This disclosure is being published on the T.
Rowe Price website. This disclosure is required to be made at least annually. Should there be any
significant changes, T. Rowe Price International Ltd (“TRPIL” or “the Firm”) will assess the need to publish
some or all of this disclosure more frequently than annually. All information contained within thisdisclosure is accurate as of the dates stated in each section. This disclosure is for the 2023 performanceyear.

1.2 Scope of Application
TRPIL has been categorised as a non-SNI (non-small and non-interconnected) MiFIDPRU Investment
Firm. The principal activity of the Firm is the provision of investment management services. T. Rowe Price
Associates, Inc. (“TRPA”) is TRPIL’s parent entity, and a wholly owned subsidiary of T. Rowe Price
Group, Inc. (“TRPG”). TRPA is an investment management company incorporated in the United States ofAmerica under the laws of the State of Maryland. TRPG is a publicly traded company incorporated in the
United States of America under the laws of the State of Maryland. The Board of TRPA is responsible forsetting strategy for TRPA and its subsidiaries. The Chief Executive Officer (“CEO”) of TRPA appoints theCEO of TRPIL to implement the international firms’ strategy outside the United States, which includes
various legal entities and locations.
TRPIL is regulated in the UK by the FCA and its firm registration number is 194667. TRPIL is registeredunder the Senior Managers and Certification regime (“SMCR”) as an enhanced firm.
TRPIL is the parent entity of T. Rowe Price UK Limited (“TRPUK”), which is regulated by the FCA, and its
firm registration number is 806948. TRPUK is registered under the SMCR as a core firm. TRPUK is a
UCITS Management Company.
T. Rowe Price International Ltd’s non-UK subsidiaries:▪ T. Rowe Price Hong Kong Limited▪ T. Rowe Price Singapore Private Ltd.
▪ T. Rowe Price (Switzerland) GmbH
▪ T. Rowe Price (Luxembourg) Management S.à r.l.
▪ T. Rowe Price Australia Limited▪ T. Rowe Price Japan, Inc.
▪ T. Rowe Price Investment Consulting (Shanghai) Co. Ltd.

3

RISK MANAGEMENT▪ Objectives and policies
Approach▪ BoardOversight▪ Structure and operations▪ Diversity Policy▪ Risk Committee

42. RISK MANAGEMENT
This document sets out the risk management disclosure for TRPIL. The disclosure has been prepared ona consolidated basis, including TRPIL’s wholly owned subsidiaries as per section 1.2. This disclosure ismade based on the 2023 performance period and has taken account of the audited financial statements
as at 31st December 2023, and the strategy and related current forecasts for the relevant entities.

2.1 Risk Management Objectives and Policies
TRPIL is an asset manager that provides investment management activities through pooled andsegregated accounts to institutional clients. The Firm’s primary strategic initiative is to grow the businesswithin EMEA and APAC. The TRPIL Board of Directors (the “Board”) is committed to ensure risks andharms are identified and remain within tolerance, considering both financial and non-financial resources.
The key method for assessing harms posed by the Firm’s business strategy and business activities
include:1) The Internal Capital Adequacy and Risk Assessment (“ICARA”) process, which is undertaken
annually, or more frequently in the event of significant business changes.
2) Top-down and bottom-up assessments in line with the Firm’s risk framework, which support the
ICARA.
In accordance with MiFIDPRU 8.2, the Firm has outlined its key procedures to assess, manage or reduce
harms for Own Funds Risk, Concentration Risk and Liquidity Risk.

Risk

Description

Own Funds
Risk

The Firm assesses its adequacy of own funds through the ICARA process. The process includes
the assessment of harms to clients, markets and the Firm itself, arising from the Firm’s businessmodel and strategy.
The assessment includes:
•
•
•

•
•

Risk Profiles: top-down assessments undertaken at the TRPG and TRPIL level,focusing on evaluating the status of each corporate risk against its tolerance.
Risk and Control Self Assessments (“RCSAs”): more granular assessments to captureand quantify risks, considering the effectiveness of controls. In quantifying risks,financial, regulatory, and reputational impacts are evaluated, as well as harms.
Scenario Analysis: workshops with senior leaders within TRPIL and other Subject Matter
Experts to identify harms that may arise from their activities and processes. This
includes consideration of industry information, benchmarking and operational resilience
scenarios.
Risk Trend Analysis: Mapping of risk profile, harms, risk assessment results andscenarios.
Risk Metrics: quantitative and qualitative risk metrics reported to governance forums.

The Board has set appropriate buffers and tolerances to ensure the adequacy of capital andliquidity through the economic cycle and at times of stress. The Board has established a Wind
Down Plan to facilitate an orderly wind down in the event of a wind down scenario, maintaining
sufficient resources.
Concentration
Risk

Concentration risk covers many sources including location of cash deposits, earnings, exposure
to clients or connected group of clients.

5

Risk

Description
The Firm’s primary exposure is credit concentration risk, specifically counterparty risk relating to
the Firm's cash held at banking institutions, placement of Firm funds within money market
vehicles and client debtors.
Credit concentration risk assesses the risk of losses arising as a result of concentrations of
exposures due to imperfect diversification. The Firm’s methodology for assessing credit
concentration risk in a portfolio in the ICARA process is the Herfindahl-Hirschman Index (“HHI”),
which provides a consistent framework for measuring the risk.
The Firm has procedures to ensure diversification of placement of funds and sufficient balances
are maintained in high credit rated banking institutions and liquid money funds. The Firm has arobust debtor monitoring process and is not reliant on a small number of fee debtors to ensure
timely payment. The harm associated with this risk would be considered low.
TRPIL does not have a trading book, therefore does not perform an assessment forconcentration risk under the MIFIDPRU K-Factor requirements (i.e., K- Con).

Liquidity Risk

Liquidity risk is the risk that the Firm cannot access or raise funds to meet commitments andliabilities when they fall due.
TRPIL maintains a Liquidity Risk Management Framework. The objective of the framework is toensure TRPIL is able to meet its financial obligations in a timely manner and respond to liquidity
stress scenarios within parameters in accordance with the Board's risk appetite.
The key principle that governs the management of TRPIL's liquidity is the quality of the liquid
assets held. The high-quality liquid assets held by TRPIL are characterized by a low level ofcredit and market risk and a high level of accessibility. Their accessibility is either immediate, inthe case of cash at bank, or next day in the case of shares held in the T. Rowe Price Money
Market Funds.
TRPIL has a low liquidity risk appetite, as maintaining corporate liquidity is essential to avoiding
interruption to TRPIL's ongoing operations and reducing any harm to the business and its clients.
On a BAU basis, the Firm ensures there are appropriate processes including:•••

Cash flow monitoring,
Treasury management including hedging and diversification, andMonitoring liquidity buffers.

2.2 Risk Management Framework
The objective of the risk framework is to;••••

Embed a strong risk management culture within the Firm,
Set standards for effective risk management and evaluation of internal controls within the Firm,
Align risk management with the strategy and tolerances of the Firm, andMaintain appropriate regulatory capital and liquidity.

Groupwide risk policies that provide the basis for the key components of the risk framework include;•••

Incident management
Risk response
Risk assessment

Policies are reviewed at least annually, or when significant changes occur, and published within the Firm.

6

2.3 Risk Structure & Operations
Risk Management Approach and Structure: Three Lines of Defence
The enterprise risk management program follows a Three Lines of Defence approach to ensure effective
identification, assessment, monitoring and management of risk:•

First Line of Defence: Business unit leaders are responsible for overseeing our operations andmanaging risks specific to their respective business areas. These executives and the managers
reporting to them are best placed to understand the complexities and challenges of the businessand therefore can make the most immediate and appropriate decisions regarding risk management
based on the Firm’s overall risk philosophy.

•

Second Line of Defence: Enterprise Risk and Group Compliance form the Second Line of
Defence, providing independent oversight, challenge, advice, and guidance, along with tools,
frameworks and policies for the identification, assessment, and response to risks and harms.

•

Third Line of Defence: Internal Audit provides independent assurance that established internal
controls are operating effectively and that our risks are adequately mitigated.

The three lines of defence approach positions the firm to effectively identify, analyse, prioritise, and address
the risks and harms that TRPIL faces through its business model and implementation of the businessstrategy. The three lines of defence model is supplemented by the engagement of external assurance
providers where appropriate.
Responsibilities•

Boards of Directors
The Board holds ultimate accountability for risk and the Firm’s risk framework, including ensuring
its appropriateness and oversight of risk management with consideration of Board-approved risk
tolerances.

•

Executive Management
The CEO, and Management Committee are responsible for executive day-to-day oversight of risks
at the TRPG level, with local entity CEOs and senior management responsible for local entity risk
management.

•

Chief Risk Officer
The Chief Risk Officer leads the Enterprise Risk Group (“ERG”) which includes Business andOperational Risk, Investment Risk, Business Continuity and Privacy teams. The ERG provides theframework and tools used by the business units to assess risks, and provide independent oversightand challenge. The ERG also coordinates with Internal Audit and Group Compliance to integraterisk assurance activities within their assigned business units.

•

Head of Business Risk EMEA and the Associate Head of Investment Risk EMEA
Oversight of risk in TRPIL is performed by the Head of Business Risk EMEA and the Associate
Head of Investment Risk EMEA, who both hold the SMF4 function and report to the Chief Risk
Officer of T. Rowe Price Group.

•

Business Unit Management and Associates
As described in the Three Lines of Defence section above, the responsibility for identifying risks
and designing and implementing the appropriate policies, procedures, and controls to mitigate

7those risks rests with the senior leaders of each business unit. All associates are required to follow
the appropriate procedures and policies.

Governance Structure
The key oversight committees that support risk oversight within the Firm are outlined below. These
committees enable the TRPIL Board and Senior Management to evaluate the risk landscape andresponse processes within the Firm.
Committee

Responsibilities

Management Committee

TRPG-wide operating committee, which sets and monitors the policy andstrategy of the Firm, guide and review business results and operations,and monitor major change initiatives, adherence to regulatory
requirements, and addressing Company risks.

Strategic Operating Committee

TRPG-wide committee focused on strategic initiatives and operations,chaired by the TRPG Chief Operating Officer.

Enterprise Risk Management
Committee (“ERMC”)

TRPG-wide committee, which provides oversight, monitoring, andcommunication of the Firm’s enterprise and investment risk management
structure, processes, and business unit risk management efforts.
The ERMC reviews the corporate risk profile, which incorporates
feedback from the TRPIL’s EMEA and APAC legal entity risk profiles.

Enterprise Risk Management
Oversight Committee (“ERMOC”)

The ERMOC assists the ERMC and is responsible for ensuring executionof risk management initiatives overseen by the ERMC, driving
accountability for risk management activities.

International Risk Committee(“IRC”)The Purpose of the IRC is to••

Assist the TRPIL Board in their responsibility for business andoperational risk oversight for the TRPIL entity, including its
branches and subsidiaries; andAssist the ERMC in their responsibility for business andoperational risk oversight for TRPIL.

The IRC is responsible for:•••

Oversight and monitoring of key operational risks relevant to
TRPIL,
Monitoring the Firm’s risk tolerance, andOversight of the adequacy and effectiveness of the business risk
framework in TRPIL.

The IRC reviews risk metrics for EMEA and APAC with consideration of
TRPIL's risk tolerances. The corporate-level risk profile is shared with
IRC. The IRC provides a path for risk escalation to the ERMC and the
TRPIL Board.
The subcommittee structure for the IRC includes the APAC Risk
Committee, and regional business resilience committees.

8International Equity, Fixed Incomeand Multi Asset Steering
Committees

Business unit committees, which oversee the investment process,monitor risk and ensure that portfolio managers understand and comply
with our investment philosophy.

Counterparty Risk Committee

TRPG-wide committee, which provides strategic direction, oversight andcommunication of counterparty risk management and escalation.

Valuation Committee

TRPG-wide committee, which oversees the policies, processes andpractices governing security valuation.

Ethics Committee

TRPG-wide committee, which sets policy on appropriate conduct andprovides guidance on the application of the Code of Ethics and Conduct.

Environmental, Social andGovernance (“ESG”) Committee

TRPG-wide committee, which is involved in establishing the investment
advisers' frameworks for assessing ESG issues, maintaining proxy voting
guidelines, overseeing and approving exclusion lists for investment use.

Executive Compensation andManagement Development
Committee (“ECMDC”) and theManagement Compensation andDevelopment Committees(“MCDC”)

TRPG-wide committees, which set the Total Rewards philosophy,
oversee and review attraction, development and retention of top anddiverse talent and provide guidance on the compensation policies andprocesses.

Risk Universe
ERG works with business leaders to define the risks the Firm faces. The Firm categorises risk under three
primary types:(1) Strategic Risk,(2) Operational Risk, and(3) Financial Risk.
Each risk type, and its risk categories, are outlined below:
Strategic Risk. Failure to develop and implement goals/strategies that support the corporate mission of
offering investment management products and services that help clients achieve their long-term financial
goals. Strategic risks include:•
Products and Services•
Governance and Oversight•Environmental and Social Responsibility•
Investment Performance•
Strategy and Change Management
Operational Risk. Failure to successfully execute business activities, such as investment management
and operational processes, to support client and regulatory needs. Operational risks include:•
Talent and Culture•
Business Processes•
Privacy and Confidentiality•
Financial Crimes•
Legal and Compliance•
Third-Party•
Technology
•
Cyber

9

Financial Risk. Risks associated with managing and maintaining the financial strength and viability of
TRPG, such as:•
Operating Results•
Capital, Liquidity and Credit
Risk Tolerance
The TRPIL Board owns and is responsible for setting and reviewing the Firm’s risk tolerance throughstatements that articulate the level of risk that the Firm can withstand in pursuit of value for each of the
Firm’s enterprise-level risk categories.
Risk tolerances are reviewed and approved at least annually by the relevant Boards as part of risk profilingexercises for the group entities. Risk appetite statements and accompanying metrics continue to evolve as
the framework matures.
Review of the Effectiveness of the Risk Framework
The effectiveness of the risk framework is reviewed at least annually and as part of the ICARA process todetermine the status, maturity and enhancements required. The results of this review are presented to the
IRC.
In addition, the risk framework and its components are subject to review by Internal Audit in accordancewith their audit plan. The Firm may also engage external consultants for peer benchmarking or additional
subject matter expertise on specific topics/areas.

10GOVERNANCE▪ Governance▪ Committee Structures▪ Directorships▪ Diversity▪ Risk Committee▪
11

3. GOVERNANCE
The TRPIL Board has ultimate responsibility for the overall management of the Firm. TRPIL’s governancearrangements enable the Board to ensure the effective and prudent management of the Firm, including
segregation of duties within the Firm and across its affiliates, management of conflicts of interest, and that
the Firm is operated in a manner that promotes the integrity of the market as whole and the interests of
TRPIL’s clients.
The Board’s responsibility includes, amongst others, approval and oversight of TRPIL’s strategic
objectives and risk assessment, defining and implementing the governance framework, oversight of the
Firm’s financial and operational controls, and compliance with applicable legal and regulatory
requirements. The Board also provides oversight over senior management within the Firm. The Board
holds quarterly board meetings where it receives reporting on the Firm’s operations and the effectivenessof its systems and controls, and it also holds ad-hoc meetings to address other important topics, if andwhen they arise.
In addition to the above areas, the Board approves certain policies and procedures of TRPIL including a
Code of Ethics and a Global Code of Conduct which requires the Firm’s employees to act in the Firm andits client’s interest, and to avoid and disclose any conflicts of interest.
TRPIL’s ICARA process assists TRPIL in determining its material harms, including those affecting its
clients and the integrity of the market. The Board reviews and approves the ICARA at least annually andwhen significant business changes occur.
The Board has delegated authority to the Chief Executive Officer and senior management within the Firm
to attend to the day-to-day affairs of TRPIL.

3.1 Committee Structures
TRPIL has entered into agreements with TRPA and its affiliates for the provision of investment
management and other intra-group services. The boards of each of those companies have establishedcommittees to oversee the governance of those delegated responsibilities.
Certain committees at the TRPG level, form part of TRPIL’s governance framework and TRPIL maintains
a management responsibility map which identifies the committees within its governance structure.
TRPIL’s designated Senior Managers, as defined in the SMCR, retain ultimate and overall responsibility
for the prescribed responsibilities assigned to them under the SMCR.

3.2 Directorships
The TRPIL Board composition includes members of the executive leadership team of TRPIL. The numberof external Directorships held by the TRPIL Board members is: 0.
Director
Scott Keller
Emma Beal
Arif Husain
Justin Thomson
Denise Thomas

Role
Chair and Chief Executive
Officer
Director
Director
Director
Director

External Directorships
0
0
0
0
0

12

3.3 Diversity
TRPIL recognizes and embraces the benefits of having a diverse Board of Directors and sees increasing
diversity at the Board level as an essential element in maintaining a competitive advantage.
By promoting the inclusion of different perspectives and ideas, a diverse Board makes prudent businesssense and can result in better corporate governance. TRPIL seeks to maintain a Board comprised oftalented and dedicated Directors with a diverse mix of expertise, experience, skills, backgrounds andperspectives that are passionate about helping our clients and the Firm succeed. The skills andbackgrounds collectively represented on the Board should aim to reflect the diverse nature of thebusiness environment in which TRPIL operates.
The Board is committed to increasing the pipeline of diverse talent within the organisation and increasing
diversity overall. This is underpinned by a range of policies, initiatives and Business Resource (diversity
network) Groups to help provide mentoring and development opportunities. For example, for female
associates, TRPIL has initiatives and programs in place to give female associates the opportunities togather more industry exposure and to ensure unbiased career progression opportunities.
TRPG set goals in 2021, to increase the diversity of our global workforce to 46% women in 2025 while
also increasing representation in senior roles to 33%. In 2023, women represented 44% of our global
workforce and 32.5% of senior roles.

3.4 Risk Committee
TRPIL received approval from the FCA under MiFIDPRU 7.3.7G for a modification of the rule MiFIDPRU
7.3.3R to establish a risk committee at the entity level.
TRPIL has delegated risk oversight to the IRC, which is composed of members of TRPIL’s management
and management of other affiliated entities, including the Firm’s head of risk for EMEA. The Board
receives reports from TRPIL’s head of risk for EMEA at each meeting of the Board.
Additionally, the IRC oversees TRPIL’s ICARA process under MiFIDPRU.

13

INVESTMENT POLICY▪ Voting rights
Votingbehaviour▪ ▪Board
Oversight▪ Proxy Voting▪ Diversity Policy▪ Risk Committee

14

4. INVESTMENT POLICY
4.1 IP1 – Proportion of Voting Rights
Country or
territory1

UNITED
KINGDOM
UNITED
KINGDOM

Company Name

LEI2

Proportion of voting rights attached
to shares held directly or indirectly inaccordance with MIFIDPRU 8.7.4R3

ADRIATIC METALS PLC

549300OHAH2GL1DP0L61

9.74%

ADRIATIC METALS PLCCDI

9.14%

AIFUL CORP

6.80%

JAPAN
UNITED
KINGDOM
AUSTRIAASCENTIAL PLC

2138004A46GUQ5TAYV97

9.67%

BAWAG GROUP AG

529900S9YO2JHTIIDG38

8.65%

IRELAND
UNITED
KINGDOMJAPANCAIRN HOMES PLC
CENTRAL ASIA METALSPLCDIC CORP

635400DPX6WP2KKDOA83

5.28%

213800EYQBJZIT64NH43

7.96%549300F1YB9ARLPUKB67

5.26%

AUSTRALIADOWNER EDI LTD

254900DIW3F7OMWAO951

5.90%

JAPAN

EIKEN CHEMICAL CO LTD

AUSTRALIA

EMERALD RESOURCES NLCANADA
UNITED
KINGDOMGERMANY
UNITED
KINGDOMJAPAN
UNITED
KINGDOM
UNITED
KINGDOM
UNITED
KINGDOM
CANADAERO COPPER CORP

549300KL8A21SEIO8147

8.73%

FD TECHNOLOGIES PLC

213800MKQAJ5R7WIU633

5.73%

FLATEXDEGIRO AG
FUNDING CIRCLEHOLDINGSHANWA CO LTD

529900IRBZTADXJB6757

5.45%

2138003EK6UAINBBUS19

5.87%

8EUP1TJYZFX3T1E5AJ33

5.57%

HELIOS TOWERS PLC

213800DGC7GS4XCHCU30

17.82%BRAZIL
UNITED
KINGDOM

6.70%

IDEC CORP

5.27%

IQE PLC

213800Y33WHD3ESJJP16

KARORA RESOURCES INC

549300S6PWY0YYVHMC70

MARCOPOLO SA-PREF
MOLTEN VENTURES PLC

JAPANMONTANA AEROSPACEAGNEXTAGE CO LTDJAPANNIPPON SEIKI CO LTD

SWITZERLAND

5.49%

9.64%
5.15%
10.10% of the preferred shares

213800IPCR3SAYJWSW10

6.34%506700YRG9330Q97U450

5.20%549300TXQY32TFHEXZ36

5.95%
6.90%

1

The country of incorporation has been used in this column.
LEIs are supplied where available.
3
Where more than 5% of the voting power was held during the reporting period, the maximum proportion of votes held at thecompany at month end during the period is reported.
2

15

JAPANNIPPON SODA CO LTD

JAPANOBARA GROUP INC

JAPAN

SAKATA INX CORP
SUMITOMO SEIKA
CHEMICALS COTAIHEIYO CEMENT CORP

JAPAN
JAPAN
CANADACANADA
JAPAN
UNITED
KINGDOM
HONG KONG

6.47%3538003M0UGWDBTV2318

8.58%
9.03%
5.57%
6.26%

VICTORIA GOLD CORPWESDOME GOLD MINESLTDYELLOW HAT LTD

549300VUIN6RQ5764L78

8.01%

254900D63U62QS84H719

9.10%

YOUGOV PLC

213800MZGBGCJIPOBB41

5.54%

ZHONGSHENG GROUPHOLDINGS

3003005VYMEBAJNJ2Y26

15.09%

5.88%

4.2 IP2 – Voting Behaviour
IP2.01 - TABLE ON THE DESCRIPTION OF VOTING BEHAVIOUR
Row Item
Value
1

Number of relevant companies in the scope of disclosure

34

2

Number of general meetings in the scope of disclosure during thepast year
Number of general meetings in the scope of disclosure in which
the Firm has voted during the past year
Does the investment firm inform the company of negative votes
prior to the general meeting? (Yes/No/Other – please explain)

35

3
4

5

6

On a consolidated basis, does the investment firm group possessa policy regarding conflicts of interests between relevant entities of
the group? (Yes/No)
If yes, summary of this policy

35
Where T. Rowe Price is a significant
investor in a company and we plan
to vote against the Board of
Directors’ recommendation on one ormore items, we generally engage
and disclose our voting intentions tothe company in advance. The
purpose of this dialogue is todetermine whether there are
additional considerations or context
that the Board believes we should
consider. Circumstances underwhich we may not disclose ourvoting intentions in advance are: 1.
When the company does not
respond to our outreach or does notexhibit interest in this discussion 2.
When the company employs a third
party such as a broker or proxysolicitor to collect feedback on our
vote intentions. We do not disclosesuch information to third parties. 3.
When the matter in question is of aroutine nature, and our published
Proxy Voting Guidelines alreadystate a clear position on thequestion.
Yes.

Our Conflicts of Interest policy is
contained within our Code of Ethics

16and Personal Transactions Policy
which is available on our public
website here. T. Rowe Price has
additional policies and procedures tohelp guide us in circumstanceswhere a conflict might arise in thecourse of business activities. Our
overarching approach to dealing withpotential conflicts of interest is toresolve them by taking the path
which best serves ourclients’ interests. In Principle 3 of our
Stewardship Report we disclose how
potential and actual conflicts werehandled for the year under review.

IP2.02 - TABLE ON VOTING BEHAVIOUR
Row Item

Number

Percentage(of all
resolutions)1

General meetings resolutions:

417

100%

2

the Firm has approved management’s recommendation

395

94.72%

3

the Firm has opposed management’s recommendation

22

5.28%

4

in which the Firm has abstained

0

0.00%

5

General meetings in which the Firm has opposed at least one
resolution

13

37.14%

17

IP2.03 - TABLE ON VOTING BEHAVIOUR IN RESOLUTIONS BY THEME
Row Item
Voted For
Voted Against Abstained

Total

1

393

24

0

417

2

Voted resolutions by theme
during the past year:
Board structure

238

12

0

250

3

Executive remuneration

41

5

0

46

4

Auditors

23

0

0

23

5

Environment, social, governancenot covered by rows 2-4
Capital transactions

51

4

0

55

38

2

0

40

External resolutions (e.g.,shareholder proposals)
Other

2

0

0

2

1

1

0

2

Percentage of all resolutions put
forward by the administrative or
management body that areapproved by the Firm

94.24%

5.76%

0.00%

100%

6
7
8
9

4.3 IP3 – Use of Proxy Advisor firms
Explanation of the use of proxy advisor firms
The overarching principle of T. Rowe Price’s voting policy is that decisions are made considering the anticipatedimpact of the issue on the desirability of investing in the portfolio company. Proxies are voted solely in the interestsof our clients and a member of the Governance team reviews every vote. We use highly customized proxy voting
guidelines, supplemented by the services that ISS, our primary proxy research provider, adds to our voting
process. Principle 12 of the Stewardship Report describes how the proxy research helps us decide how to vote.
•
•

•

•

The Governance analyst reviews the ISS benchmark first to understand the relevant facts.
The Governance analyst then checks that the ISS Custom policy has been implemented correctly. If thisis a contentious meeting in a market where we currently have a second line of proxy research (IIAS for
India and ZD Proxy for China), the other proxy research will also be reviewed. We also drive our custom
voting policy through proprietary data which reflects our house perspective, rather than that of ISS.
The third step is for the governance analyst to undertake any further research, which could include
reviewing company disclosures, the company track record, and how we voted on similar items at thecompany in prior years. If there are material environmental or social topics at the company relevant to aparticular resolution, such as a sustainability-related shareholder resolution, these will be discussed withthe responsible investing analyst who covers this sector for the region. The governance analyst will thendiscuss any issues of concern with the investment analyst. If necessary, a meeting with the company will
be arranged before a vote recommendation is agreed and put to the portfolio manager.
As all portfolio managers retain the ability to direct the vote on the holdings in their strategy as they see
fit, they may choose to disregard the voting recommendations put forward by the governance analyst.
Although we aim for consensus where possible, there is no expectation that all portfolio managers will
vote in the same way.

Our proxy voting policy, which is published on our website, contains specific guidelines for the Americas, EMEA
and APAC regions and for impact-driven portfolios. The contents of those guidelines are discussed in the next
section (3.3 14.)
We actively participate in ISS’s policy development process. When ISS publishes its list of new guidelines eachyear, the TRPA ESG Investing Committee assesses the list to determine whether we believe it is appropriate to
add the new policies to our custom guidelines.

18

The TRPA ESG Investing Committee oversees the activities of our primary proxy research provider, ISS. The ESG
Committee conducts various service provider oversight activities throughout the year and reviews ISS’s
performance and service levels. We request due diligence information from ISS annually and we also ask ISS toprovide voting results for a select sample of votes cast to ensure they were transmitted to the issuer in a timely andaccurate manner.
ISS also provides our vote disclosure website where the TRPA votes are disclosed every six months.

4.4 I4 – Voting Guidelines
Voting guidelines regarding the companies the shares of which are held in accordancewith MIFIDPRU 8.7.4R: short summary and, if available, links to non-confidential
documents
Our TRPA proxy voting guidelines are available here. We apply a two-tier approach to determine and apply global
proxy voting policies:
Tier 1: Establishes baseline policy guidelines for the most fundamental issues, irrespective of a company’s
domicile.
Tier 2: Establishes more targeted policy guidelines, considering specific governance codes and norms in different
regions.
The custom policy is underpinned by good practice expectations from local corporate governance codes, andother market norms. However, there are certain issues where we conclude the benchmark policies do not reflect ahigh enough standard and others where we find the benchmark policy goes beyond reasonable expectations.
Principle 12 of our Stewardship Report provides commentary on the Impact and Net Zero custom policies, which
are applied to the Impact and Net Zero strategies.

19

OWN FUNDS▪ CET1, AT1, T2▪ BoardCapitalOversight
Reconciliation
K-Factor details▪▪ Diversity
Policy▪ Risk Committee20

5. OWN FUNDS
OF1: Composition of Regulatory Own Funds
Row

Item

Amount
GBP’000s

1

OWN FUNDS

420,8422

TIER 1 EQUITY CAPITAL

420,842

3

COMMON EQUITY TIER 1 CAPITAL

420,8424

Fully paid up capital instruments

136,624Note 14

5

Share Premium

6

Retained earnings

533,515

Balance Sheet

7

Accumulated other comprehensive
incomeOther reserves(126,472)

Balance Sheet(194,078)

Note 9

8
9
10
11
19
20
21
22
23
24
26
27
28
29

Source based on reference
numbers/letters of the balance
sheet in the audited financial
statements

Adjustments to CET1 due to prudential
filters
Other funds(-) TOTAL DEDUCTIONS FROMCOMMON EQUITY TIER 1
CET1: Other capital elements,
deductions and adjustments
ADDITIONAL TIER 1 CAPITAL
Fully paid up, directly issued capital
instruments
Share Premium(-) TOTAL DEDUCTIONS FROMADDITIONAL TIER 1
Additional Tier 1: Other capitalelements, deductions and adjustments
TIER 2 CAPITAL
Fully paid up, directly issued capital
instruments
Share Premium
Tier 2: Other capital elements,
deductions and adjustments

21

Own funds: reconciliation of regulatory own funds to balance sheet in the audited
financial statements
a)

b)

c)

Balance sheet as inpublished/audited
financial statements
As at period end

Under regulatory
scope ofconsolidation
As at period end

Cross-referencetotemplate OF1Assets - Breakdown by asset classes according to the balance sheet in the audited financial
statements (GBP’000s)
1
Tangible fixed assets
52,1602

Investment in associates

104,560-

Box 11

3

57,460--4Investment in securities atfair value
Deferred tax

8,114

-

Box 11

5

Other debtors

87,467

Cash and cash equivalents

530,582--

6

TOTAL ASSETS

840,343---

Liabilities - Breakdown by liability classes according to the balance sheet in the audited
financial statements (GBP’000s)
12Creditors: amounts falling
due within one year
Creditors: amounts fallingdue after more than one
year
TOTAL LIABILITIES

160,609--146,219--

306,828--

Shareholders’ Equity (GBP’000s)
1

Called up share capital

136,624

-

Box 4

2

Other capital and reserves(126,472)

-

Box 8

3

Revaluation reserve(32,186)

-

Box 8

4

Retained earnings

555,549

-

Box 6

TOTAL
SHAREHOLDER’S
EQUITY

533,515--

Own funds: main features of own instruments issued by the Firm
Own funds are comprised of share capital, retained earnings, and other reserves which are all accounted for undershareholder's funds. Issued share capital consists of 174,148,000 ordinary shares of $1 each.

This disclosure has been made in accordance with the MiFIDPRU 8.5 requirements. The information
contained within this section is as of 31 December 2023. TRPIL has complied with its Own Funds
Requirement throughout the reporting period.

22Requirement

Amount GBP’000s

K-AUM

32,829Total K-factor Requirement (KFR): Based on data as of 31 December
2023, being the first reporting date under IFPR
Fixed Overhead Requirement (FOR): Based on audited results for thefinancial year ended 31 December 2023
Permanent Minimum Requirement (PMR)

32,829Own Funds Requirement (Higher of KFR, FOR and PMR)

116,694

116,69475

MiFIDPRU 7 requires that firms comply with the Overall Financial Adequacy Rule (“OFAR”) as determined
via its ICARA process. The OFAR requires that a firm must always hold own funds and liquid assets which
are adequate, both in terms of amount and quality. This ensures that firms remain financially viablethroughout the economic cycle, and with the capability to address any material potential harm, as well aplan for it to be wound down in an orderly manner.
As a minimum to meet the OFAR, TRPIL must meet the Own Funds Requirement and Basic Liquid Asset
Requirement (“BLAR”) as calculated per MiFIDPRU 7.
Through the ICARA process, the Firm has identified additional own funds to be held in excess of the Own
Funds Requirement noted in the table above, to address potential harms from ongoing activities.
The liquid asset threshold requirement, as determined by the ICARA process, is the sum of the BLAR andthe higher of additional liquid assets to meet ongoing activities, and additional liquid assets to meet anorderly winddown requirement. The liquid asset threshold requirement ensures that TRPIL has appropriate
liquidity for stress events and for an orderly wind-down.
Further details on the Risk Assessments undertaken as part of the ICARA process can be found in Risk
Management section of this disclosure.

23

REMUNERATION▪ Qualitative disclosures▪ BoardOversight
Quantitative
disclosures▪ Diversity Policy▪ Risk Committee24

6. REMUNERATIONAs TRPIL is a wholly owned subsidiary of TRPA the policies, practices and procedures described herein
are predominately driven by those of TRPG. References within this section to “T. Rowe Price” and “TheCompany” refer to TRPG.
The Board has delegated certain responsibilities to TRPG level committees as set out below, as appliedfor, and agreed by the FCA under MiFIDPRU 7.3.7 (G).

6.1 Qualitative disclosures
Question

Response

1. Its approach to remuneration for all staff(“staff” interpreted according to SYSC
19G.1.24G);

TRPIL’s remuneration approach aims to provide TRPIL staff withappropriate incentives to create long-term value for clients, andthus also for stockholders, while taking thoughtful and prudent
risks to grow the value of the TRPIL Group.

2. The objectives of its financial incentives

Financial incentives are delivered mostly via the award of variable
remuneration, which can be delivered in cash, stock, or other
instruments.
Variable remuneration seeks to reward the creation of long-termvalue for clients and stockholders.

3. The decision-making procedures andgovernance surrounding the development of
the remuneration policies and practices
the Firm is required to adopt in accordancewith the MiFIDPRU Remuneration Code, toinclude, where applicable:
a. the composition of and mandate given to
the remuneration committeeb. details of any external consultants used in
the development of the remuneration policies
and practices.

The Board has delegated the responsibility for exercisingoversight of the implementation and amendment of its
remuneration policy, and the remuneration practices adopted
pursuant to the policy, to the MCDC, which acts as TRPIL’s
Remuneration and Nomination Committee.
TRPIL has regularly sought the advice of an independent law
firm, to help develop and update its remuneration policies andprocedures as well as an external compensation consultant.

In complying with MIFIDPRU 8.6.2R(1), we
may consider it appropriate to disclose:25

1. The principles or philosophy guiding
the Firm’s remuneration policies andpractices;

The Company’s, including TRPIL, compensation programs aredesigned to accomplish two core objectives. The first, to becompetitive enough to attract and retain talented and highly
skilled professionals with deep experience in investments,
leadership, and client service. The second is to maintainalignment of interests between our professionals and those of ourclients and stockholders. This is accomplished by focusing on
long-term performance and value creation, emphasizing
appropriate risk-taking, reinforcing a client focused andcollaborative culture, and rewarding associates for achievementof strategic goals.
While individual performance is assessed on creation of value, T.
Rowe Price believes that rigid, formulaic programs based strictly
on quantitative metrics can have unintended consequences, suchas encouraging associates to place undue focus on shorter-term
results at the expense of longer-term successes.
T. Rowe Price’s business is dynamic and requires us to respondrapidly to changes in market conditions and other factors outside
our control that can impact financial performance. As such we
consider financial and non-financial criteria to determine anindividual's rewards and maintain a focus on long-term value
creation for our clients and stockholders.

2. How the Firm links
variable remuneration and performance;

3. The Firm’s main performance objectives;andPerformance related variable remuneration of all associates
including Material Risk Takers (“MRTs”) is based on a
combination of the performance of the individual, the relevantbusiness unit and the Firm’s overall performance. Additionally,
the performance assessment is based on a multi-year period toensure that it accounts for longer-term performance and that thepayment of variable remuneration is spread over a period thattakes into account TRPIL’s business cycle.
The generation of long-term value for clients and shareholders
via responsible business conduct.

4. The categories of staff eligible to receive
variable remuneration.

All permanent employees are eligible to receive variable
remuneration.

TRPIL must disclose the types of staff it has
identified as material risk takers under SYSC
19G.5, including any criteria in addition to
those in SYSC 19G.5.3R that the Firm has
used to identify material risk takers

The Firm identifies the following staff as MRTs:•••

TRPIL staff whose professional activities have a material
impact on the risk profile of TRPIL or of the assets that
TRPIL manages;
staff within the TRPIL Group whose professional
activities have a material impact on the risk profile of the
TRPIL Group; andstaff within the TPRIL Group whose professional
activities have a material impact on the risk profile of
TRPIL or of the assets that TRPIL manages.

In making this assessment, staff deemed to be MRTs under
SYSC 19G.5.3R will be identified as MRTs and the expectations
and guidance set out in SYSC 19G.5 will be taken into account.
In order to identify the population of MRTs whose professional
activities have a material impact on TPRIL’s risk profile or theassets it manages, TRPIL uses the following categories:•

Members of the Management Body or Senior Managers,

26

•
•
•
•
•

Associates with managerial responsibility for Control
Functions or Money Laundering,Heads of Business Units that manage, advise or deal ininvestments (i.e., regulated activities),
Associates who manage IT, Information Security or
Outsourcing of critical functions for those regulated
activities,
Associates with authority to take decisions approving or
vetoing new products, andThose who manage a material risk* or policies*To calculate whether a Portfolio Manager manages a material
risk we use a 5% materiality level (i.e., that Portfolio Manager
manages more than 5% of the TRPIL Group’s Assets Under
Management).
Individual MRTs are identified taking into consideration their role,
their responsibilities, and the individual risks a person’s role has
associated with it and the impact those risks could have on
TRPIL’s risk profile.
TRPIL must disclose the key characteristics of
its remuneration policies and practices insufficient detail to provide the reader with:
1. An understanding of the risk profile of
the Firm and/or the assets it manages; and2. An overview of the incentives created by
the remuneration policies and practices.
For the purpose of MIFIDPRU 8.6.5R,
a firm must disclose at least the following
information:
1. The different components of remuneration,
together with the categorisation of
those remuneration components as fixed orvariable;

Fixed remuneration is pre-determined, non-discretionary and notdependent on an individual’s performance. It is set primarily toreflect the individual’s professional experience and the
responsibilities attached to their role and, in addition, to enable
the operation of a fully flexible approach to variable remuneration.
Variable remuneration is performance related and is based on theassessment of the performance of the individual, the relevantbusiness unit and the Company’s overall performance.
Variable remuneration can be awarded in the form of long-term
incentives, like shares of T. Rowe Price Group or, for MRTs,
Mutual Fund Units.
The different remuneration components are:
•
•
•
•
•
•

Salary: fixed
Non-pensionable allowance: fixed
Cash bonus: variable
Restricted Stock Units: variable
Performance Stock Units: variableMutual Fund Units: variable27

2. a summary of the financial and nonfinancial performance criteria used acrossthe Firm, broken down into the criteria for theassessment of the performance of:a. the Firm;b. business units; andc. individuals.

At the Company’s level: the MCDC, in concert with the ECMDC
determines funding for the variable remuneration awards.
The MCDC reviews the variable compensation pool to ensure it
reflects the current and forecasted market conditions and isaligned with performance of the Firm overall. In doing so, the
MCDC will consider a number of factors including, the costs ofcapital and liquidity to maintain a sound capital base.
At business unit level: performance of the business unit against
financial and strategic objectives is considered when allocating
incentive pools. However it will differ across business units andpriorities may change year-to-year. Performance assessments forinvestment business units regularly involves three, five and tenyear investment performance in order to reward long-term results,
while distribution business units regularly emphasize both grossand net flows over one and three-year periods. Since both are
expected to focus on the best long-term interests of our clients.
For control functions, performance is assessed against theachievement of pre-determined objectives, and in a manner thatis not related to the performance of the business areas that they
oversee.
At individual level: all employees are assessed against predetermined objectives, usually aligned with the strategy of theirbusiness areas or function. Sales targets are only permitted toform one element of an individual's performance assessment andsales bonuses are not formulaically linked to those targets suchthat no individual sales action could result in a calculable payout
result. Portfolio managers are also assessed on the longer term,by measuring consistency over one-, three-, five- and ten-yeartime horizons.
All employees must abide by the T. Rowe Price Group Code of
Ethics and Conduct ("Code of Ethics"), which sets out thestandard of conduct by which the Firm pledges to conductbusiness; any breach of the Code of Ethics would be taken into
consideration when assessing the associate's performance and,as a result, their compensation.

3. the framework and criteria used for ex-anteand ex-post risk adjustment of remuneration,
including a summary of:

At the Company’s level, the MCDC reviews the pool of variable
remuneration on a regular basis, considering the financial
adequacy for the Firm's ability to award the variable
remuneration.
At individual level, the MRTs agree to be bound by adjustments inthe form of malus (ex-ante) or clawback (ex-post), of all incentive
awards received in their role, whether deferred or not.
Implementation of such adjustments is subject to consideration
and approval by the MCDC.

1. current and future risks identified by
the Firm;

At the Company’s level, the MCDC reviews the pool of variable
remuneration on a regular basis, considering the financial
adequacy for the Firm's ability to award the variable
remuneration.

2. how the Firm takes into account current andfuture risks when adjusting remuneration; andThe MCDC reviews the variable compensation pool on a regularbasis, thus incorporating, in real time, changing market
conditions, conduct, values and behaviours and any other
unforeseen circumstance.

28

3. how malus (where relevant) and clawback
are applied;

The detailed circumstances where the Firm may apply malus or
clawback are outlined below.
As a general rule, the Firm retains discretion around assessing
the breach of conduct and deciding the proportion of awards tobe reduced.
In doing so, the Firm would consider the impact on customers,
counterparties and the wider market, reputational damage, costof fines as well as direct or indirect financial losses that can be
attributable to the breach.
The Firm would consider applying malus and/or clawback whereappropriate, including (without limitation) in any of the following
circumstances:
a)

b)
c)

d)
e)

f)

a material restatement of the Firm’s financial results inrelation to the financial year in which the variable
remuneration was awarded.
the financial performance of the Firm is subdued or
negative.
the Firm or the MRT’s function suffers a material failureof risk management, including where this results in the
Firm or MRT’s function suffering a material downturn inperformance.
an MRT’s fraud, intentional conduct or severely
negligent conduct led to significant losses for the Firm.
an MRT participates in or was responsible for conductthat resulted in significant losses to the Firm, including
where:i.
an MRT could have been reasonably expected
to be aware of a failure, misconduct or
weakness in approach that caused, contributed
to, or failed to prevent, the crystallization of risk
at the time but failed to take adequate steps topromptly identify, assess, report, escalate oraddress such failure, misconduct, or weakness
in approach.
ii.
an MRT is or was, by virtue of their role orseniority, indirectly responsible or accountable
for the event which led to significant losses,
including senior staff who drive the Firm’s
culture and set its strategic objectives.
a failure by an MRT to meet appropriate standards offitness or propriety, including (but not limited to):i.
a material failure by an MRT to comply with theapplicable policies of the Company, including
the Code of Ethics.
ii.
a plea of guilty (or similar) to, or conviction of,
any conduct of a criminal nature that has or is
likely to have a material adverse effect on the
reputation or standing in the community of
TRPG, any of its affiliates or a successor to
TRPG or an affiliate, as determined by the Firm
in its sole discretion, or that legally prohibits the
MRT from working for TRPG, any of its
affiliates or a successor to TRPG or an affiliate;

29

iii.

g)
h)

a failure by an MRT, in any material respect
and as determined by the Firm:
A. to perform the MRT’s professional
duties.
B. which results in the assessment of acriminal penalty against TRPG or of
its affiliates, or a successor to
TRPG or an affiliate; or
C. to comply with covenants containedin any contract or relevant award
agreement to which the MRT is aparty,
provided, however, that, to the extent applicable, theMRT shall be provided a written notice describing inreasonable detail the facts which are considered to giverise to a breach described in this clause iii. and the MRT
shall have 30 days following receipt of such written
notice during which the MRT may remedy the condition
and, if so remedied, no reduction of an award will be
made.
there is reasonable evidence of staff misbehaviour ormaterial error; and/or
as the Firm may consider necessary or appropriate,
acting in its reasonable discretion, to promote sound andeffective risk management.

Discretion by the Firm is retained in each case around assessing
the breach of conduct and deciding the proportion of awards tobe reduced. In exercising its discretion, the Firm will take into
account all relevant circumstances regarding: the impact on
customers, counterparties and the wider market; the impact ofany failure on relationships with stakeholders; the cost of fines;
direct or indirect financial losses that can be attributable to therelevant failure; and reputational damage.
4. the policies and criteria applied for theaward of guaranteed variable remuneration;
andGuaranteed variable remuneration is rarely awarded but, if it is, it
is usually when hiring senior employees.
The Firm would consider guaranteeing variable remuneration
only if a strong capital base is in place, while limiting theguarantee to the first year of employment.
In the case of an MRT being hired, TRPIL will treat the current
performance year as being the relevant performance period andapply the relevant pay ratio by adjusting the MRT’s fixed
remuneration upwards pro rata so that it becomes a full year
figure.

5. the policies and criteria applied for theaward of severance pay.

Severance payments comply with local legal requirements andany additional severance pay (over and above statutory
requirements) is awarded on a discretionary basis.
Additional severance pay awarded by TRPIL to an MRT willreflect the MRT’s performance over time, will not reward failure or
misconduct and will only be awarded where doing so isappropriate, taking all relevant circumstances into account.

6. Details of the Firm’s deferral and vesting
policy, including as a minimum:30

i. the proportion of variable remuneration thatis deferred;

For MRTs, at least 50% of variable remuneration is deferred.
For MRTs whose variable remuneration is over GBP 500,000, theportion of deferred variable remuneration is 60%.

ii. the deferral period;

Restricted Stock Units (“RSUs”) vest over 5 years, on an annual
pro rata basis, and are settled in TRPG stock in accordance withthe current TRPG Long-Term Incentive Plan structure.
Mutual Fund Units (“MFUs”) vest over 3 years, on an annual pro
rata basis, and are settled in cash.
MRTs who are also officers of TRPG, receive Performance Stock
Units (“PSUs”); these are subject to a three-year performance
period, after which 50% of earned PSUs will vest four years after
the grant and 50% five years after the grant.

iii. the retention period;

All MRTs are required to hold all the non-cash variable
remuneration paid that they receive until the expiration of the sixmonth retention period.

iv. the vesting schedule; andRSUs vest, in equal instalments, over five years, on theanniversary of the date of grant.
MFUs vest, in equal instalments, over three years, on theanniversary of the date of grant.
PSUs vest, in equal instalments, over two years starting on the
fourth anniversary of the date of grant, providing all performance
conditions have been met.

v. an explanation of the rationale behind eachof the policies referred to in (i) to (iv).

Where the Firm’s deferral and vesting policy
differs for different categories of material risktakers, the information should be presented
and sub-divided accordingly.

Three years is the deferral period that the Firm considers
effective for sound risk management and alignment with longterm client interests. However, awards of RSUs and PSUs under
the TRPG Long Term-Incentive Plan vest over five-years to also
factor in longer-term retention of talent across the Firm. In
particular:i.
the deferral of variable remuneration, in addition to being
compliant with regulatory requirements, ensures
proportional alignment between the compensation of
MRTs and the creation of long-term value for clients andshareholders.
ii.
the deferral period of RSUs and PSUs is aligned withthe provisions of the TRPG Long Term-Incentive Plan
Structure.
iii.
the deferral period of MFUs has been set at three years
as the Firm considers this is an appropriate period toalign pay out of compensation with risk management
principles, including allowing sufficient time for theidentification of risks.
iv.
the retention period is an additional risk management
provision that enables the Firm to identify the ex-post
emergence of risk following the vesting and settlementof a variable remuneration award.
Variable pay vesting provisions apply equally to all MRTs.
The only difference is in the proportion of deferred variable
remuneration, which is either 50% or 60%, dependent upon
whether the total variable remuneration is under or over GBP
500,000.

1. a description of the different forms in which
fixed and variable remuneration are paid, forexample, whether paid in:31

i. Cashii. Benefit in kindiii. Share-linked instruments

Fixed remuneration and short-term variable remuneration
elements (bonuses) paid directly to the employees, are paid incash.
Employees receive benefits in kind that are not dependent on
performance, and are not paid in cash, such as pension
contribution, private medical insurance, and travel insurance.
RSUs are considered long-term incentive plans and constitute
50% of the MRTs deferred variable pay.

iv. Equivalent non-cash instruments

PSUs are also considered long term incentives and are awarded
in lieu of RSUs to officers of TRPG only.
MFUs are notional fund units that track the performance ofdesignated investment strategies, and are settled in cash
following the lapse of the Retention Period

v. Options; orNot usedvi. short or long term incentive plans

RSUs are considered long-term incentive plans and constitute
50% of the MRTs deferred variable pay.
PSUs are also considered long term incentives and are awarded
in lieu of RSUs to executive officers of TRPG only.

6.2 Quantitative disclosures
All associates

SMF

MRT

Staff

1. Subject to (7), TRPIL must disclose thequantitative information required by (2) to (6) for
the financial year to which the disclosure
relates.
2. TRPIL must disclose the total amountof remuneration awarded to all staff, split into:a. fixed remuneration;£124,086,678

b. variable remuneration;£96,157,820

3. TRPIL must disclose the total numberof material risk takers identified by
the Firm under SYSC 19G.5.
4. TRPIL must disclose the following
information, split into categories for senior
management, other material risk takers, andother staff:
the total amount of remuneration awarded;£25,064,958£27,784,197£192,460,300

the fixed remuneration awarded; and£8,498,776£9,495,763£114,590,915

the variable remuneration awarded.

£16,566,182£18,288,434£77,869,386£669,376£669,376£0£05. TRPIL must disclose the following
information, split into categories for senior
management and other material risk takers:
a. the total amount of guaranteed
variable remuneration awards made during thefinancial year and the number of material risktakers receiving those awards;
b. the total amount of the severance payments
awarded during the financial year and thenumber of material risk takers receiving thosepayments; and2332

c. the amount of the highest severance
payment awarded to an individual material risktaker.
6. If TRPIL is not meeting the conditionsin SYSC 19G.1. 1R (2) must disclose thefollowing information, split into categories
for senior management, and other material risktakers:a. the amount and form of awarded
variable remuneration, split into cash, shares,
share-linked instruments and other formsof remuneration, with each formof remuneration also split into deferred and nondeferred;
cash

£0

£0

£6,580,745£7,278,126£52,981,476

shares£4,992,719£5,505,154£24,887,910

MFUs£4,992,719£5,505,154£0b. the amounts ofdeferred remuneration awarded for previous
performance periods, split into the amount due
to vest in the financial year in which thedisclosure is made, and the amount due to vest
in subsequent years;
2023 vesting£20,104,251£4,062,281£4,465,519£15,638,732

future vesting£97,890,039£20,107,203£22,007,954£75,882,085

2023 vesting - paid out£20,104,251£4,062,281£4,465,519£15,638,732

2023 vesting - withheld

£0

£0

£0

£0

c. the amount of deferred remuneration due tovest in the financial year in respect of which thedisclosure is made, split into that which is or will
be paid out, and any amounts that were due tovest but have been withheld as a result of
performance adjustment;

d. information on whether the Firm uses the
exemption for individual material risk takers set
out in SYSC 19G.5.9R, together with detailsof:i. the provisions in SYSC 19G.5.9R(2) inrespect of which the Firm relies on the
exemption;
ii. the total number of material risk takers who
benefit from an exemption from each provisionreferred to in (i); andiii. the total remuneration of those material risktakers who benefit from an exemption, split into
fixed and variable remuneration.
For the purposes of (4), (5)(a), (5)(b) and (6),
TRPIL must aggregate the information to bedisclosed for senior management andother material risk takers, where splitting theinformation between those two categories
would lead to the disclosure of information
about one or two people. Where aggregation inaccordance would still lead to the disclosure of
information about one or two people, TRPIL is
not required to comply with the obligation in (4),(5)(a), (5)(b) or (6).

The Firm does not use the exemption.
All MRTs are subject to the same deferral provisions.

None

0

£0

33

If TRPIL relies on MIFIDPRU 8.6.8R(7) we must
include a statement in the main body of its
remuneration disclosure that:
explains the obligations in relation to which it
has relied on the exemption; andconfirms that the exemption is relied on toprevent individual identification of a material risktaker

To calculate whether a Portfolio Manager manages a material
risk, we use a 5% materiality level (i.e., that Portfolio Manager
manages more than 5% of the TRPIL Group’s Assets Under
Management).
As two associates, who are not senior management, fall above
this threshold, splitting the information would lead to the risk ofidentification of such associates.

34

Important information.
This material is being furnished for general informational purposes only. The material does not constitute or undertake to give adviceof any nature, including fiduciary investment advice, nor is it intended to serve as the primary basis for an investment decision.
Prospective investors are recommended to seek independent legal, financial and tax advice before making any investment
decision.

This material is issued and approved by T. Rowe Price International Ltd, Warwick Court, 5 Paternoster Square, London EC4M 7DX
which is authorised and regulated by the UK Financial Conduct Authority.

© 2024 T. Rowe Price. All Rights Reserved. T. ROWE PRICE, INVEST WITH CONFIDENCE, and the Bighorn Sheep design are,collectively and/or apart, trademarks or registered trademarks of T. Rowe Price Group, Inc.

202409- 3841116

35