Press P s Rellease e Schro S oderrs plc c Annual A R Results to o 31 Dece ember 20 012 (audited) • Profit befo ore tax £360.0 0 million (2011 1: £407.3 million) • nce) Earnings p per share 104 4.7 pence (20 011: 115.9 pen • Full-year d dividend 43.0 pence per sh hare (2011: 39 9.0 pence) • Net inflow ws £9.4 billion (2011: £3.2 billion) b • Assets un nder managem ment £212.0 billion b (2011: £ £187.3 billion) 7 March 2013 22012 £m 201 11 £ £m 3348.5 389 9.4 11.8 23 3.8 3360.3 413 3.2 Profit Asse et Managemen nt Priva ate Banking Grou up segment (0.3) Total profit be efore tax 3360.0 407 7.3 Earnings per share (pence)) 1 04.7 115 5.9 43.0 39 9.0 Total dividend d (pence per share) s Contacts C : Schroders S Emma E Holden Head of o Corporate Communicationss +44 (0) 207 658 2329 emmaa.holden@schro oders.com +44 (0)) 207 379 5151 wclutteerbuck@maitla and.co.uk Maitland M William W Clutterb buck 1 (5 5.9) Managem M ment Statement Financial F ma arkets and in nvestor sentiment fluctua ated sharply y in the first half h of 2012, with early gains g in equity markets m give en back in the t second quarter as concerns grew g over th he Eurozonee and falteriing econom mic growth. g In the second ha alf confidenc ce recovered d as centrall banks conttinued to proovide liquiditty, convincin ng actions a were e taken in Europe to address the cchallenges fa acing the sin ngle currenccy and the likelihood of a hard h landing for the Chinese econo omy receded d. Sentiment improved markedly m annd, with equ uity valuation ns lo ooking histo orically attracctive agains st bonds an nd investors seeking to reduce theeir underweig ght positions, equity e marke ets moved hiigher. Against A this vvolatile backkground Sch hroders had a solid yearr, with four quarters q of ppositive net new n businesss fllows in Institutional and Intermediary, £9.4 billio on of net ne ew business s for the yeaar as a whole and asse ets under u manag gement reacching their highest ever level of £212.0 billion (2 2011: £187.33 billion). Pro ofit before ta ax was w down 1 12 per cent.. at £360.0 million (201 ue 11: £407.3 million), witth a small rreduction in net revenu attributable a to o lower net revenue ma argins, and a 4 per cen nt. increase in i costs as w we continue ed to invest in th he businesss. Asset A Mana agement Asset A Manag gement net revenue de eclined 3 perr cent. to £1 1,014.8 millio on (2011: ££1,041.5 million) includin ng performance p e fees of £28 8.4 million (2 2011: £36.6 million). Ne et revenue margins, m exccluding perfo ormance fee es, were w 54 bassis points (20 011: 56 basis points) ref eflecting the significant growth g of Insstitutional in recent yearrs. Asset A Manag gement profiit before tax was £348.5 5 million (201 11: £389.4 million). m Last L year we e continued our program mme of sele ective investtment in sup pport of futurre growth. Notable N area as were w Multi-a asset and Fixed Income e; control fu unctions in the context of the signnificant expa ansion in ou ur business b and d the increa ased regulattory agenda a; and inform mation techn nology upgrrades in ord der to give us u greater g scale e benefits an nd provide ou ur fund man nagers with a leading sup pport capabiility. In nvestment performance e for clientts has bee en strong across a the board with 71 per ce ent. of fund ds outperformin o g benchma ark or peer group over the three years to the t end of 2012 and 78 per cen nt. outperformin o g over one year. Net new busine ess in Institu utional was £6.4 billionn (2011: £6.8 billion) witth positive p flow ws in most asset class ses and a particularly strong perfformance inn Equities. Assets A unde er managemen m nt in Institutio onal ended th he year at £123.7 billion (2011: £108 8.4 billion). Despite D wea ak retail investor demand d early in th he year, we achieved four quarters of positive net n inflows in In ntermediary in 2012 an nd net inflow ws for the yyear as a whole w were £3.3 £ billion (2011: net outflows o £3.8 billion), b predo ominantly in n Multi-asset. Assets un nder manag gement in In ntermediary ended the year y at £72.0 billion b (2011: £62.9 billion n). During D the ye ear we anno ounced two acquisitions a which are complement c ary to our orrganic growtth strategy. In In ndia we acquired a 25 per p cent. sha areholding in n Axis Asset Management, the assett manageme ent subsidiary of o the third la argest privatte sector ban nk in the cou untry. India’s s demographics and ecoonomic grow wth prospeccts will w lead ove er time to a major assett manageme ent opportunity and Axis shares ouur long-term m approach to t building b businesses as well w as bringiing a strong distribution capability. Towards T the e end of the e year we announced a W, a US fixeed income business b witth the acquisittion of STW US$11.6 U billion of assetss under man nagement att 31 Decemb ber 2012. ST TW has an eexcellent investment tracck re ecord, addss 100 new in nstitutional cllient relation nships and meets m our strategic objecctives of building scale in Fixed F Income e and growing our prese ence in the US. We exp pect the transaction to coomplete in the first half of o 2013. 2 2 Private P Banking Our O Private B Banking bussiness faced d a number of challenge es in 2012. Net N revenuee declined 17 per cent. to t £94.4 £ million n (2011: £11 14.3 million)), with lower managem ment fee and d commissioon income as a a result of subdued s clie ent activity and a business s outflows. N Net revenue e was also impacted i byy a further £7.9 £ million of lo oan losses on previou usly impaire ed loans, p principally as s a result of the conttinued weakness in th he commercial c p property market. Costs C were reduced by 9 per cent.. to £82.6 m million (2011: £90.5 milliion) and proofit before ta ax was £11.8 million m (2011: £23.8 millio on). We W continue ed to genera ate inflows in n the UK privvate client and a charities s business bbut we saw outflows from our o cash management service, s and in our Swisss business re eflecting cha anges in ourr client base. Net outflow ws were w £0.3 biillion (2011: net inflows: £0.2 billion n) and asse ets under ma anagement ended the year y at £16.3 billion b (2011: £16.0 billion n). In n the short tterm we mayy see further net outflow ws, but longe er term we remain r posittive about op pportunities in Private P Bankking. We are streamlining g the manag gement struc cture, adding g to our talennt pool and strengthenin s ng our o businesss developme ent activities. Group G The T Group ssegment co omprises returns on invvestment capital, which increased dduring 2012 2, and centrral costs c includin ng managem ment, govern nance and tthe Group’s insurance arrangement a ts. The loss before tax fo or th he year wass £0.3 million n (2011: loss s £5.9 million n). Shareholders S s’ equity at the end of 20 012 was £2.1 billion (201 11: £1.9 billio on). Dividend D Recognising R al strength and a confiden nce in the Co ompany’s long-term grow owth prospec cts, the Boarrd our financia has h decided to increase the final dividend to 30.0 pence (20 011: 26.0 pence). This w will bring the total dividen nd fo or the year tto 43.0 pencce (2011: 39.0 pence), an increase of o 10 per cen nt. The final dividend will be paid on 9 May M 2013 to shareholders on the reg gister at 2 Ap pril 2013. Itt remains ou ur policy in th he long term to increase e dividends progressively p y, in line withh the trend in n profitabilityy. The T Board In n Septembe er, we welccomed Nicho ola Pease a as a non-ex xecutive Dirrector. Her experience of the asset managemen m nt industry brrings addition nal insights tto our discus ssions. After A nine ye ears on the Board, Merrlyn Lowtherr will stand down d at the e 2013 Annuual General Meeting. We W th hank her forr her contribu ution over many m years, m most recentlly as Chairm man of the Au Audit and Ris sk Committee. Ashley A Alma anza will succceed Merlyn n as Chairm man of the Audit and Ris sk Committeee and Nicho ola Pease will w jo oin the Committee. In n Novemberr, we annou unced that, after a ten yea ars’ service, Kevin Parry y had decideed to step down from th he Board B in Ma ay 2013. We W also than nk Kevin forr his contrib bution to Schroders, inittially as a non-executiv n ve Director D and then as Ch hief Financial Officer. W We intend to o appoint Richard R Keerrs to the Bo oard as Chief Financial F Offficer on 5 May 2013. Richard’s p previous ex xperience in n PricewaterrhouseCoop pers’ financial services s practice since 1988, and as the Glob bal Relationship Partner for Schrodders from 2006 2 to 2010, positions p him m well for his new role. 3 Outlook O With W economic activityy likely to be b subdued d for some time, and with austeerity programmes bein ng in ncreasinglyy challenged d, the outloo ok for markkets is still uncertain. u However, H coorporate balance sheetts are a healthy and, while earnings may only gro ow modestly y in 2013, dividends d reemain well supported. s In th he first two months of the year eq quity marke ts have exttended theirr strong shoowing as inv vestors havve continued c to o switch fun nds from lo ow-yielding cash and bonds. Goo od investmeent perform mance and a broad b produ uct range ha ave enabled d us to bene efit from this s pick up in investor deemand for Equities. E We W are conffident that th he strategy that has se erved the Company we ell over the ppast decade, of buildin ng a diversified d business across a diffe erent client ttypes, asse et classes and regions,, and of foc cusing on th he lo ong term rrather than on short-term trendss or marke et cycles, will continuue to deliv ver value fo or shareholder s rs. Copies C of thiss announcement are av vailable on th he Schroders s website: www.schrode w ers.com. Michael Dobson, D Chie ef Executive e, and Kevin Parry, Chie ef Financial Officer, O will host h a presenntation and webcast w for th he investme ent communiity, to discus ss the Group p’s results att 9 a.m. GMT T on Thursdaay, 7 March 2013 at 31 Gresham G Strreet, London n, EC2V 7QA A. The webcast can be viewed live at www.schhroders.com//ir and www.cantos. w .com. For in ndividuals un nable to attend the prese entation or participate p in the live web bcast, a re eplay will be e available frrom midday on Thursdayy, 7 March 2013 2 at www w.schroders. com/ir. The T Annual R Report and Accounts A will be availab ble on the Sc chroders web bsite: www.sschroders.co om on 22 March M 2013. Forward-loo F oking statem ments This T announce ement, the Annual A Reportt and Accoun nts for 2012 from f which it is extracted and the Schroders websiite may m contain fo orward-lookin ng statements s with respectt to the financ cial condition,, results of opperations and d businesses of th he Group. Su uch statemen nts and foreca asts involve rissk and uncerttainty because they are baased on current expectation ns and a assumptio ons but relate e to events and a circumsta ances in the future. f Withou ut limitation, aany statemen nts preceded or fo ollowed by orr that include the words ‘targets’, ‘plans’, ‘believes’, ‘e expects’, ‘aims s’ or ‘anticipat ates’ or the ne egative of thesse te erms or otherr similar termss are intended d to identify su uch forward-lo ooking statem ments. There are a number of factors th hat could c cause a actual resultss or developm ments to diffe er materially from those expressed e orr implied by forward-lookin f ng statements s an nd forecasts. Forward-loo oking stateme ents and fore ecasts are ba ased on the Directors’ current view an nd in nformation kn nown to them at the date of o this announ ncement. The e Directors do o not make aany undertakin ng to update or re evise any forw rward-looking statements, whether as a result of new w information n, future evennts or otherwiise. Nothing in th his announce ement or in th he Annual Re eport and Acccounts or on th he Schroders s website shoould be constrrued as a pro ofit fo orecast. 4 Consoli C dated in ncome statement fo or the year ended 31 December D 2012 2 Revenue R Notes 2012 £m 2011 £m m 2 1,425.4 1,501..9 Cost C of sales Net N gains on fin nancial instruments and other income 1 Net N revenue Operating O expe enses 3 Operating O pro ofit Net N finance inccome Share S of profit o of associates and a joint venture es Profit P before ta ax Tax T 4 Profit P after tax x (329.7) (363..3) 39.2 14..0 1,134.9 1,152..6 (791.2) (761..8) 343.7 390..8 11.8 14..5 4.5 2..0 360.0 407..3 (76.8) (91..5) 283.2 315..8 Earnings E per s share Basic B 5 104.7p 115.9 9p Diluted D 5 101.3p 111.9 9p 6 39.0p 39.0 0p 2 Dividends D perr share 1 Non-GAAP N meassure of performan nce. Interim and final d dividends declare ed during the yea ar. 2 5 Consoli C dated stateme s ent of co ompreh hensive income e fo or the year ended 31 December D 2012 2 Profit P for the y year 2012 £m 283.2 Net N exchange d differences on translation t of fo oreign operation ns after hedgin ng (21.8) 2.1 Actuarial A gains//(losses) on de efined benefit pe ension scheme es 10.4 (0.5 5) Net N fair value m movement arisin ng from availab ble-for-sale fina ancial assets (9.5) (16.3 3) Net N fair value m movement arisin ng from availab ble-for-sale fina ancial assets he eld by joint venttures 2011 £m m 315.8 8 1.5 (3.5 5) (4.1) (1.7) Other O compre ehensive losse es for the yearr net of tax (23.5) (19.9 9) Total T compreh hensive incom me for the yearr net of tax 259.7 295.9 9 Tax T on items ta aken directly to other compreh hensive income e 6 Consoli C dated stateme s ent of fin nancial position n 31 3 Decembe er 2012 Notes 2012 £m 2011 m £m 2,542.8 2,338..7 Assets A Cash C and cash h equivalents Trade T and othe er receivables 414.7 411..2 2,019.8 2,165..2 Associates A and d joint ventures 79.4 58..4 Property, P plant and equipmen nt 15.0 16..2 Goodwill G and in ntangible assetss 142.1 144..1 47.8 50..1 67.2 55..7 5,328.8 5,239..6 820.5 673..6 8,525.8 7,971..6 9,346.3 8,645..2 14,675.1 13,884..8 Financial F assetts Deferred D tax Retirement R ben nefit scheme su urplus 10 Assets A backin ng unit-linked liabilities Cash C and cash h equivalents Financial F assetts Total T assets Liabilities L Trade T and othe er payables Financial F liabilitties Current C tax Provisions P 11 Deferred D tax Retirement R ben nefit scheme de eficits Unit-linked U liab bilities 10 559.3 580..9 2,585.1 2,642..1 40.8 51..8 64.0 52..7 1.9 2..6 7.8 7..9 3,258.9 3,338..0 9,346.3 8,645..2 12,605.2 11,983..2 Net N assets 2,069.9 1,901..6 Equity E 2,069.9 1,901..6 Total T liabilities s 7 Consolidated statement of changes in equity for the year ended 31 December 2012 Fair value reserve £m 34.9 Profit and loss reserve £m 1,519.3 Total £m 1,901.6 4.5 - 278.7 283.2 - - 10.4 (28.3) 6.5 10.4 16.3 - 17.8 - (25.5) At 1 January 2012 Share capital £m 282.5 Share premium £m 87.8 Profit for the year - - - Net exchange differences on translation of foreign operations Net exchange differences on hedging of foreign operations Actuarial gains on defined benefit pension schemes Net fair value movements on available-for-sale financial assets taken to other comprehensive income Transfer to income statement on derecognition or impairment of available-forsale financial assets Net exchange differences on available-for-sale financial assets Tax on items taken directly to other comprehensive income Other comprehensive (losses)/income - - - - - - - 1.5 - - - - - (25.5) - - - 1.5 (0.1) (9.3) Shares issued Shares cancelled Share-based payments Tax in respect of share schemes Dividends attributable to owners of the parent Own shares purchased Transactions with owners Transfers At 31 December 2012 Notes 8 0.5 (0.5) - 2.3 2.3 - - 282.5 7 90.1 7 Own Net exchange Shares differences £m £m (172.5) 123.8 Associates and joint ventures reserve £m 25.8 (28.3) 6.5 - (0.2) (22.0) (41.7) (41.7) - 49.1 - (165.1) 8 101.8 (6.3) 25.5 (4.1) 6.3 (0.3) (4.1) (23.5) - 0.5 45.3 6.3 (104.1) (52.0) 2.8 45.3 6.3 (104.1) (41.7) (91.4) - (42.8) 25.6 1,709.5 2,069.9 for the year ended 31 December 2011 Net exchange differences £m 122.1 Associates and joint ventures reserve £m 35.5 - - 2.0 - 313.8 315.8 - - 1.1 1.0 - - 0.1 - 1.2 1.0 - - - (0.1) - - - - - - - - - - - - - - - - - - - - At 1 January 2011 Share capital £m 290.4 Share premium £m 84.7 Profit for the year - - Net exchange differences on translation of foreign operations Net exchange differences on hedging of foreign operations Transfer to the income statement of cumulative foreign exchange on derecognition of foreign operations Actuarial losses on defined benefit pension schemes Net fair value movements on available-for-sale financial assets taken to other comprehensive income Transfer to income statement on derecognition or impairment of available forsale financial assets Net exchange differences on available-for-sale financial assets Tax on items taken directly to other comprehensive income Other comprehensive income/(losses) - Shares issued Shares cancelled Share-based payments Tax in respect of share schemes Dividends attributable to owners of the parent Dividends attributable to non-controlling interests Own shares purchased Transactions with owners 0.5 (8.4) (7.9) Own shares £m (199.1) (0.3) 1.7 3.1 3.1 (101.4) (101.4) - 87.8 7 128.0 (172.5) 8 123.8 (3.5) (3.5) - Fair value Profit and loss reserve reserve £m £m 50.8 1,415.3 (0.5) Total £m 1,799.7 (0.1) (0.5) (10.6) - (14.1) (5.4) - (5.4) 0.1 (15.9) (1.8) (2.2) (0.3) (1.7) (19.9) - (16.0) 42.7 (6.1) (104.8) (3.3) (0.3) (87.8) 3.6 (24.4) 42.7 (6.1) (104.8) (3.3) (101.7) (194.0) 34.9 (119.8) 1,519.3 Transfers At 31 December 2011 Notes 282.5 7 (8.2) 25.8 1,901.6 9 Consoli C dated cash c flow state ement fo or the year ended 31 December D 2012 2 Net N cash from o operating activities Note 9 2012 £m 489.2 2011 £m 426.8 Cash C flows fro om investing activities a Acquisition A of a associates (23.3) Net N acquisition of property, pla ant and equipm ment and intang gible assets (12.8) (12.7)) Net N disposal off financial assetts 54.1 114.6 Non-banking N in nterest received d 12.0 15.0 6.5 9.0 36.5 125.9 2.8 3.6 Distributions D re eceived from asssociates and jo oint ventures Net N cash from m investing acttivities - Cash C flows fro om financing activities a Proceeds P from issue of non-vvoting ordinary shares s Purchase P of no on-voting ordina ary shares for cancellation c Acquisition A of o own shares Repayments R off borrowings Dividends D paid Other O flows (41.7) (104.1) (24.4)) (101.7)) (18.6)) (104.8)) (1.9) (4.8)) Net N cash used d in financing activities (144.9) (250.7)) Net N increase in n cash and ca ash equivalentts 380.8 302.0 3,012.3 2,711.7 380.8 302.0 Opening O cash a and cash equivvalents Net N increase in n cash and cash h equivalents Effect E of exchange rate chang ges Closing C cash a and cash equivalents (29.8) (1.4)) 3,363.3 3,012.3 820.5 673.6 1,718.7 1,396.9 Closing C cash a and cash equivalents consiists of: Cash C backing u unit-linked liabillities Other O cash and d cash equivale ents held by the e Group: Cash C Cash C equivalen nts 824.1 941.8 2,542.8 2,338.7 3,363.3 3,012.3 The T cash baccking unit-lin nked liabilitie es cannot be e used by the e Group as it is not legallly entitled to o draw on the e assets a of the e Life Compa any for its ow wn corporate e purposes. 10 0 Basis B off preparation The T financial in nformation inccluded in this statement do oes not constitute the Grou up's statutory accounts with hin the meaning m of Se ection 434 of the t Companie es Act 2006. The statutory y accounts for 2011 have bbeen delivere ed to the Registrar R of Co ompanies and the auditors s’ opinion on tthose accoun nts was unqua alified and didd not contain a statement made m under S Section 498(2)) or Section 498(3) 4 of the C Companies Act A 2006. An unqualified u auuditors’ opinio on has also been b issued o on the statutorry accounts fo or the year en nded 31 Dece ember 2012 which w will be ddelivered to the Registrar off Companies C in due course. The T consolida ated financial statements s arre prepared in n accordance e with International Financiaal Reporting Standards S (IIFRS), which comprise Sta andards and Interpretationss approved by y either the In nternational A Accounting Sta andards Boarrd or o the IFRS Interpretations Committee or their predeccessors, as ad dopted by the e European U nion (EU), an nd with those parts p of the Co ompanies Actt 2006 applica able to compa anies reportin ng under IFRS S. 1. 1 Segm mental reporting r g Operating O segments The T Group ha as three business segments s: Asset Management, Priv vate Banking and Group. A Asset Manag gement principally p com mprises investtment management including advisory services, s equity products, ffixed income securities, multi-asset, m prroperty and allternative asset classes succh as commo odities, private e equity and fu funds of hedge funds. Private P Bankin ng principally comprises inv vestment man nagement an nd banking services provideed to high nett worth in ndividuals and d charities. Group principally comprises the Group’s investment ca apital and treaasury manage ement activities, a insurance arrange ements and the managem ment of costs associated a witth governancce and corpora ate management. m Insurance acctivities comprise acting ass insurer to the e Group, inclu uding the resuults of the cap ptive insurer which w providess reinsurance e for certain ac ctivities of the e Group. Prov visions for actu ual and potenntial claims tha at are within th he insurance cover are con nsequently re ecorded in the e Group segm ment, net of an ny recognisabble external insurance asse et. The T expected insurance reccovery may be b in excess o of the amountt that is allowe ed to be recorrded under ac ccounting ru ules. Segment S inforrmation is pre esented on the e same basis as that provid ded for internal reporting ppurposes to the Group’s One of the ke chief c operating g decision-ma aker. The chief operating d decision-maker is the Chief Executive. O ey measures used u in respecct of performa ance measure ement is net rrevenue. The T allocation of costs to in ndividual busin ness segmen nts is undertak ken in order to o provide mannagement info ormation on th he business p performance and a to provide e managers w with a tool to manage m and control c expennditure. Costs s are allocated d on o a basis tha at aligns the ch harge with the e resources e employed by the t Group in a particular arrea of the bus siness. 11 1. 1 Segm mental reportin r g contin nued Year Y ended 31 1 December 20 012 Fee F income Banking B interesst receivable Revenue R Fee F expense Banking B interesst payable Cost C of sales Net N gains/(losses) on financia al instruments and a other incom me* Net N revenue Asset Manag gement £m Private Banking £m Group £m Tota al £m m 1,295.5 1 96.3 0.5 1,392..3 - 33.1 - 33..1 1,295.5 1 129.4 0.5 1,425..4 (303.1) (7.2) (0.1) (310..4) - (19.3) - (19..3) (303.1) (26.5) (0.1) (329..7) 22.4 (8.5) 25.3 39..2 94.4 25.7 1,134..9 1,014.8 1 Operating O expe enses (671.4) (82.6) (37.2) (791..2) Operating O pro ofit/(loss) 343.4 11.8 (11.5) 343..7 Net N finance inccome 0.1 - 11.7 11..8 Share S of profit/((loss) of associiates and joint ventures v 5.0 - (0.5) 4..5 348.5 11.8 (0.3) 360..0 Profit/(loss) P be efore tax *For * Private Bankking, includes fairr value movemen nts on loans held at fair value and other loan losses s. Year Y ended 31 December 2011 Fee F income Banking B interesst receivable Revenue R Fee F expense Banking B interesst payable Cost C of sales Net N gains/(losses) on financia al instruments and a other incom me Net N revenue Asset Manag gement £m Private Banking £m Group £m Tota al £m m 1,359.3 1 106.3 0.4 1,466..0 - 35.9 - 35..9 1,359.3 1 142.2 0.4 1,501..9 (6.4) - (341..8) - (21.5) - (21..5) (335.4) (27.9) - (363..3) (335.4) 17.6 - (3.6) 14..0 1,041.5 1 114.3 (3.2) 1,152..6 Operating O expe enses (658.5) (90.5) (12.8) (761..8) Operating O pro ofit/(loss) 383.0 23.8 (16.0) 390..8 Net N finance (ch harge)/income (0.3) - 14.8 14..5 Share S of profit/((loss) of associiates and joint ventures v 6.7 - (4.7) 2..0 389.4 23.8 (5.9) 407..3 Profit/(loss) P be efore tax 12 2. 2 Reve enue 2012 £m 1,223.9 28.5 139.9 33.1 2011 £m 1,267.0 37.8 161.2 35.9 1,425.4 1,501.9 2012 £m 472.4 2011 £m 455.3 Social securityy costs 45.7 39.4 Pension costs 27.6 5.1 545.7 499.8 Management ffees Performance fe ees Other fees e receivable byy Private Bankin ng subsidiariess Interest income 3. 3 Operrating exxpense es Operating expe enses include: Salaries and otther remunerattion nefits expense e Employee ben 13 4. 4 Tax e expense e Analysis A of cha arge in the ye ear: UK U corporation n tax on profits for f the year Adjustments A in respect of prio or years Foreign F tax – ccurrent 2012 £m 29.6 2011 m £m 31.6 6 1.7 - 54.6 67.1 Foreign F tax – a adjustments in respect r of prior years (8.6) 0.8 8 Current C tax 77.3 99.5 5 Origination O and d reversal of tem mporary differences (6.5) (7.9 9) Adjustments A in respect of prio or years 4.6 (1.7 7) Effect E of chang ges in corporatio on tax rates 1.4 1.6 6 Deferred D tax (0.5) (8.0 0) Tax T charge reported in the income i statem ment 76.8 91.5 5 The T UK standa ard rate of co orporation tax reduced from m 26 per cent. to 24 per cen nt. on 1 April 22012 resulting g in a UK effective e tax ra ate for the yea ar of 24.5 per cent. (2011: e effective rate of 26.5 per ce ent.). The taxx charge for th he year is lowe er (2 2011: lower) tthan a charge e based on the UK effective e rate. The re econciliation of o the income statement tax x charge to th he UK U rate on pro ofits before tax including the impact of ta axes incurred in overseas operations o annd differences s in accounting versus v tax pro ofit is set out below: b Profit P before taxx Less L post-tax p profits of associiates and joint ventures v Profit P before ta ax of consolid dated Group entities Profit P before taxx of consolidate ed Group entitie es multiplied byy corporation ta ax at the UK rate r of 24.5 perr cent. (2011: 26.5 2 per cent.) 2012 £m 360.0 (4.5) 2011 m £m 407.3 3 (2.0 0) 355.5 405.3 3 87.1 107.4 4 Effects E of: Different D statuto ory tax rates off overseas jurisd dictions (1.2) (1.9 9) Permanent P diffe erences includiing non-taxable e income and n non-deductible expenses (9.0) (10.5 5) Net N creation/(uttilisation) of taxx losses for whic ch no deferred tax asset was recognised 1.1 (3.8 8) - (0.9 9) Foreign F exchan nge movementts on tax balanc ces Deferred D tax ad djustments in re espect of chang ges in corporattion tax rates 1.1 1.6 6 Adjustments A to o prior year estim mates (2.3) (0.4 4) Tax T charge reported in the income i statem ment 76.8 91.5 5 14 5. 5 Earniings per share Reconciliation R of the figuress used in calc culating basic and diluted earnings e per share: s 2012 Number Millions 270.3 2011 Number Millions 272.3 Effect of dilutivve potential sha ares – share op ptions 8.4 9.2 Effect of dilutivve potential sha ares – contingently issuable sh hares 0.5 0.5 279.2 282.0 Weighted averrage number off shares used in calculation off basic earnings per share Weighted ave erage number of shares use ed in calculatio on of diluted earnings e per share s 6. 6 Dividends 2013 2012 2011 £m P Pence per share £m Pence per share £m Pence per share 80.1 30.0 69.4 26.0 70.1 26.0 34.7 13.0 34.7 13.0 104.1 39.0 104.8 39.0 Declared and paid in year: Final dividend Interim dividen nd Dividends D of £ £6.0 million (2011: £6.2 million) on share es held by the e employee tru usts have beeen waived; div vidends may not n be paid on n treasury sha ares. The 2012 final dividen nd is payable on 9 May 2013 and will bee accounted for f in 2013. 15 7. 7 Share e capita al and share s prremium m At 1 January 2 2012 Shares issued d Shares cancellled Number of shares Millions 282.5 Ordina ary share es £m £ 226 6.0 Non-v voting ordinary ry shares es £m m 56.55 Total s shares £m m 282.5 5 Share premium £m 87.8 0.5 - 0.55 0.5 5 2.3 (0.5 5) - 282.5 226 6.0 56.55 282.5 5 90.1 Number of shares Millions 290.4 Ordina ary sharres £m £ 226 6.0 Non n-voting ordinarry sharees £m m 64.44 Total shares s £m m 290.4 4 Share premium £m 84.7 Shares issued d 0.5 - 0.55 0.5 5 3.1 Shares cancellled (8.4) - (8.4 .4) (8.4 4) - 282.5 5 87.8 2012 2 Millions s 2011 Millions 226.0 0 226.0 At 31 Decemb ber 2012 At 1 January 2 2011 At 31 Decemb ber 2011 (0.5) 282.5 - 226 6.0 (0..5) 56.55 Is ssued and fully paid: Ordinary sharres of £1 each Non-voting orrdinary shares of o £1 each 56.5 5 56.5 282.5 5 282.5 The T non-voting g ordinary sha ares carry the e same rights as ordinary shares s exceptt that they do not confer the right to attend a and votte at any gene eral meeting of o the Compa any, and that on o a capitalisation issue thhey carry the right r to receivve non-voting n ord dinary shares rather than ordinary o share es. Details D of sharres held in tre easury are inc cluded in note e 8. During D the yea ar, 0.5 million non-voting orrdinary sharess were cance elled, all of wh hich had previoously been he eld in treasuryy. 16 8. 8 Own sharess Own O shares in nclude the Gro oup’s shares (both ordinarry and non-vo oting ordinary)) that are heldd by employee e trusts or in trreasury. Movements M du uring the yearr were as follo ows: At A 1 January Own O shares pu urchased Cancellation C off own shares he eld in treasury* Awards A vested* At A 31 Decemb ber 2012 £m (172.5) 2011 m £m (199.1) (41.7) (101.4 4) 5.6 75.3 3 43.5 52.7 7 (165.1) (172.5 5) *O Own shares bala ances are transferrred to the profit and a loss reserve insofar as they re elate to treasury shares s that have been cancelled or o share-based payments that havve vested. Ordinary share es held within trrusts Non-voting ord dinary shares held h within trusts Non-voting ord dinary shares held h as treasury y shares* Number of vested d shares s Millions s 3.0 0 2012 Number off unvested d shares s Millions s 11.6 6 0.6 6 Total Millions s 14.6 6 Number off vestedd sharess Millionss 2.44 2011 Number off unvested d shares s Millions s 12.3 3 Total Millionss 14.7 7 0.2 2 0.8 8 0.66 0.1 1 0.7 7 - 0.1 1 0.1 1 - 0.6 6 0.6 6 3.6 6 11.9 9 15.5 5 3.00 13.0 0 16.0 0 *N Non-voting ordina ary shares held as a treasury shares do not vest butt are included in unvested u shares for presentationaal purposes only. During D the yea ar 0.5 million non-voting n ordinary sharess held within treasury t were cancelled. 17 9. 9 Reco onciliatio on of ne et cash from op perating g activitties 2012 £m 343.7 2011 £m 390.8 Depreciation D off property, plant and equipment and amortisa ation of intangib ble assets 12.0 14.1 Net N (gains)/lossses and impairm ments taken through the incom me statement on o financial instru uments (22.0) 3.2 Share-based S p payments 45.3 42.7 Charge C for provvisions net of re eleases 17.2 11.3 4.0 (7.6)) 56.5 63.7 Operating O pro ofit Adjustments A ffor income sta atement non-c cash movemen nts: Other O non-cash h movements Adjustments A ffor other incom me statement cash moveme ents: Payments P mad de to the define ed benefit pension schemes - (3.1)) Adjustments A ffor statement of financial po osition movem ments: Decrease D in tra ade and other re eceivables 82.5 61.9 (Decrease)/incr ( rease in trade and a other paya ables and provissions (58.5) 26.3 24.0 88.2 Net N purchase o of assets backin ng unit-linked lia abilities (554.2) (405.9)) Net N increase in n unit-linked liab bilities 701.1 371.8 146.9 (34.1)) (81.6) (78.5)) (0.3) (0.2)) Adjustments A ffor Life Compa any movemen nts: Tax T paid Interest I paid Net N cash from m operating acttivities 489.2 426.8 18 10. 1 Retiirementt benefit obliga ations The T disclosure es are provide ed mainly in re espect of the principal defined benefit (D DB) scheme iin the UK which is the DB section s of the ffunded Schro oders Retirem ment Benefits Scheme (the Scheme). So ome disclosurres are also provided p in re espect of the DC section of o the Schrode ers Retiremen nt Benefits Sc cheme (the DC C section). The T income sttatement charrge for retirem ment benefit ccosts is as follo ows: Pension costs – defined contrribution plans Pension charge/(credit) – deffined benefit pla ans Other post-employment bene efits 2012 £m 27.2 2011 £m 22.2 0.3 (17.3)) 0.1 0.2 27.6 5.1 - 2.8 The income sstatement cha arge/(credit) in n respect of d defined benefiit plans consis sts of: Current service e cost Expected returrn on scheme assets a Curtailment (33.3) - (44.7)) (10.2)) Interest on sch heme liabilities 32.1 33.4 Total income statement cre edit in respect of the Schem me (1.2) (18.7)) Income statem ment charges in respect of othe er defined bene efit schemes 1.5 1.4 Total defined benefit schem mes income sttatement charg rge/(credit) 0.3 (17.3)) 2012 £m 1.9 2011 £m (42.6)) The T amounts recognised in n the statemen nt of compreh hensive incom me are set outt below: Other compre ehensive (inco ome)/loss consists of: Actual return le ess expected re eturn on Schem me assets Experience ga ains and lossess arising on Sch heme liabilities 1.5 4.1 Changes in asssumptions und derlying the pre esent value of th he Scheme liab bilities (13.7) 39.0 0 Total other co omprehensive e (income)/loss s in respect off the Scheme (10.3) 0.5 (0.1) - (10.4) 0.5 Other compreh hensive income e in respect of other o defined b benefit schemes s Total other co omprehensive e (income)/loss s in respect off defined bene efit schemes The T Scheme is administere ed by the Trus stee. The Sch heme was clo osed to new entrants and fuuture accrual on 30 April 2011. 2 As a ressult, no contrib butions were made to the S Scheme in the year (2011:: contributionss of £3.1 millio on). At 31 December D 201 11 and 2012, there were no n active mem mbers in the DB D section and d 1,182 activee members in n the DC section s (2011:: 1,238). The last complete ed triennial valuation of the Scheme was s carried out aas at 31 Dece ember 2011. It disclosed d that the market va alue of the as ssets of the Sccheme repres sented 101 pe er cent. of thee liabilities at that t date, calculated c on tthe funding basis applicable to the Sche eme, for the benefits b that had h accrued too members at that date. The T income sttatement cred dit for the Scheme has bee en determined d by independ dent qualified actuaries, Ao on Hewitt Limited, L and iss based on an n assessmentt of the Schem me as at 31 December D 201 12. 19 The T amounts recognised in n the statemen nt of financial position in re espect of the Scheme S are: 2012 £m 763.8 2011 £m 692.9 Expected returrn 33.3 44.7 Actuarial (losse es)/gains (1.9) 42.6 Fair value of p plan assets At 1 January - Contributions b by employer 3.1 Benefits paid (18.3) (19.5)) At 31 Decemb ber 776.9 763.8 (708.1) (658.5)) Present value e of funded ob bligations At 1 January Current service e cost - Interest cost (2.8)) (32.1) - Curtailment (33.4)) 10.2 Actuarial gainss/(losses) 12.2 (43.1)) Benefits paid 18.3 19.5 (709.7) (708.1)) 67.2 55.7 At 31 Decemb ber Net asset in rrespect of the Scheme The T history of the Group’s defined d beneffit schemes, in ncluding the Scheme, S is as s follows: Fair value of Scheme assets Present value o of defined bene efit obligation of o the Scheme Surplus/(deficitt) in the Schem me 2012 £m 776.9 2011 £m 763.8 2010 £m 692.9 2009 £m 573.0 2008 £m 547.6 (709.7) (708.1) (658.5) (614.1) (525.2)) 67.2 55.7 34.4 (41.1) 22.4 Deficit of other defined benefiit schemes (7.8) (7.9) (7.2) (5.4) (7.4)) Total surplus/(d deficit) of define ed benefit sche emes 59.4 47.8 27.2 (46.5) 15.0 Experience adjjustments on Scheme S liabilitie es (1.5) (4.1) (1.4) 16.6 2.0 Experience adjjustments on Scheme S assets (1.9) 42.6 37.1 0.1 (40.0)) Net experience e adjustments (3.4) 38.5 35.7 16.7 (38.0)) 20 The T sensitivityy of the Schem me pension lia abilities to cha anges in assu umptions is as s follows: 2012 2011 Estimated d reduction in n pension n liabilities s £m m Estim mated reductio on in pen nsion liabilities % E Estimated redduction in pension liabilities £m Estimated reduction in pension liabilities % Assumption n change Assumption Discount rate Increase by 0.5% 0 per annum 66.3 3 9.4 68.1 9.6 Expected rate of pension payment increases in p Reduce by 0.5% 0 per annum 45.8 8 6.5 45.4 6.4 Life expectanccy Reduce by one o year 19.7 7 2.8 18.9 2.7 11. 1 Provvisions The T Group ho olds provisionss in respect off dilapidationss and onerous s leases, regu ulatory and pootential legal claims c which, at 31 3 December 2012, total £6 64.0 million (2 2011: £52.7 m million). During D the yea ar the Group made m net prov visions of £28 8.9 million in re espect of actu ual or potentiaal claims again nst the Group. The T provisionss mainly repre esent losses arising a from th he application of legal terms s in respect off client manda ates and other potential p obliga ations. These e are subject to o ongoing disscussions. The e Group has also a recordedd an external in nsurance assset of o £19.6 million n which is an estimate of th he recognisab ble recovery and a is recorded in trade andd other receiva ables. The in nsurance reco overy is consid dered to be virtually certain n. 21 Key K riskks and mitigatio m ons This T section su ummarises ho ow we contro ol risk. It sets o out how we manage m the ris sks in our bussiness and ho ow we have developed d riskk managemen nt. It summarises the role o of the Group Risk R Committtee (GRC) annd outlines key y risks, how we w mitigate the em and our assessment a of their potential impact on our o business in the context xt of the curren nt economic and a political en nvironment. Finally, F it provides an overvview of the impact of emerg ging risks. Managing M riisk Itt is the respon nsibility of all employees e to o uphold the ccontrol culture of Schroders s and we embbed risk mana agement withiin th he business. The T Board alsso has accoun ntability for risk manageme ent. It regularly y considers th he most signifficant risks fac cing the Grou up and a uses quan ntitative expossure measure es, such as sttress tests, where appropriiate. Non-exeecutive oversig ght of the riskk management m process is exxercised throu ugh the Audit a and Risk Com mmittee. The T Chief Exe ecutive and Group G Manage ement Comm mittee (GMC) regularly r revie ew the key rissks facing the Group. In ndividual riskss are manage ed in accordan nce with the rrisks and theirr potential imp pacts, so as too mitigate adv verse consequences c s. We group the t risks we fa ace into markket risks, inves stment performance and liqquidity risks, credit c risks, operational o rissks, and emerrging risks. We W continuallyy upgrade ourr risk control processes p an nd technologic cal support too ols to increasse their effectiv veness. The Chief C Executivve has delega ated the execu utive oversigh ht of risk to the e Chief Financial Officer. T The Chief Fina ancial Officer has h responsib bility for the rissk and control framework o of the Group and a the indepe endent monito toring and rep porting of riskss and a controls. The T Chief Fina ancial Officer is supported by the Group p Head of Risk k and chairs the t GRC. Thee Committee meets ten times a year. M Meetings are attended by the executive e Directors, th he heads of th he control funcctions, the Ch hief Operating g Officer O and byy GMC memb bers consisten nt with the qu uarterly cycle of o reviewing their areas of responsibility y. As the principal p execu utive committtee for the mo onitoring and rreporting of risks and contrrols, the GRC C reviews and monitors the e adequacy a and d effectiveness of the Group’s risk mana agement fram mework, includ ding relevant ppolicies and limits. It also re eviews trendss and exceptio ons in the mo ost significant risk exposure es. Three T lines of defence The T first line o of defence aga ainst unexpec cted outcomess lies with line e managers, whether w they are in Investm ment, Distribution, D Private Banking or Infrastruc cture. Membe ers of the GMC have risk management m rresponsibility for their re espective bussiness areas. The senior management m tteam takes th he lead role with respect to implementing g controls across a the bussiness to main ntain the quallity standardss expected by clients and re egulators. Line L managem ment is supple emented by oversight o funcctions (i.e. Gro oup Risk, Fina ancial Controll, Compliance e and Legal) th hat provide a second line of o defence. Group G Internal Audit provides retrospective independe ent assurance e over the operation of conntrols and is th he third line of o defence d again nst unexpecte ed outcomes. The internal a audit program mme includes reviews of thee risk management processs and a advice an nd recommend dations to imp prove the con ntrol environm ment. Schrode ers also carriees a comprehe ensive in nsurance prog gramme, provviding further assurance. 2012 2 develo opments The T membersship of the GR RC was expan nded during th he year to inc clude all GMC members. A Agendas are ta ailored to In nvestment, Distribution and d Infrastructurre on a seque ential quarterly y cycle and GMC G memberrs attend the meetings m re elevant to the eir responsibiliities. In order to simplify ag gendas, sub-c committees co omprising Grooup policy rev views, credit re eviews, financcial crime and d Private Banking have bee en establishe ed. They report to the GRC C. During D 2012, w we continued to devote res sources to the e managemen nt of risks ass sociated with potential Euro ozone in nstability and the weak eco onomic enviro onment. A crissis management exercise was w held duriing the year to o consider ou ur re esponse to Eurozone riskss, which led to o the delivery of a Eurozone crisis mana agement plan to the GMC. 22 We W revised ou ur assessmen nt of operation nal risk contro ols during the year, piloting the approachh successfully y in seven business b area as and across a variety of supporting s sysstems. A num mber of new operational ‘keey risk indicato ors’ were in ntroduced to m monitor poten ntial risks such h as unauthorrised trading. In n addition, we e reviewed the e operation off the Investme ent Risk team m, changing th he reporting linne to make it fully in ndependent o of Investment.. The T GRC’s wo ork in 2012 allso included emerging e risk identification;; hard to value e and illiquid iinstruments; mandate m breaches; b taxa ation; Private Banking spec cific risks; pre eparations for regulatory de evelopments iincluding Clie ent Asset on Plans; Antti-Money Laundering and m Sourcebook S (C CASS) revisio on; Recovery and Resolutio market abuse e developments d s; and policy re eviews such as a Group priccing, personal account dea aling and Grouup order man nagement and d execution. e Key K risks The T following ttables summa arise key bus siness risks. T These are not exhaustive but aim to provvide information on the riskks th hat are curren ntly considere ed to be most relevant to ou ur business. Market, M inve estment perrformance and a liquidity y risks We W face risks s from movem ments in the e financial ma arkets in whiich we opera ate, arising frrom holding investments s both b as princ cipal and age ent. We have principal ex xposure in th he Life Comp pany in Assett Manageme ent which holds h investm ments in fund ds; in our Prrivate Bankin ng business, where we ho old bank pap per and gove ernment securities; s an nd through th he Group’s in nvestment c capital, where e we hold ba ank paper, go overnment and corporate e bonds, b equitiies, funds of hedge funds s, property a and private equity. There is agency exxposure in Asset A Management M t and Private Banking in respect r of th he assets we manage on behalf of ou ur clients. Description D o of key risk Market risk Market risk a arises from market movements,, which can ca ause a fall in the value of principa al investments and a decline e in the ets under value of asse managemen nt. Equity, net fe ee income an nd expenses off the Group’s overseas subsidiaries are e denominated d in local currrencies and are there refore subject to exchange ra ate risk. Ho ow we manag ge risk Our geographica ally-diversified d, broad product range enaables us to prrovide clients with h solutions ta ailored to a variety of marke et conditions aand serves to o diversify individual marke et dependencies. e Group Capiital Committee regularly reviews all holddings within Group G capital. The All principal inve estments are managed m with hin approved limits. The Group’s seed cap pital investme ents may be hedged h in resp pect of markeet risk and currrency risk. The ese decisionss are taken by y the Group Capital C Comm mittee, chaired by the Chief Fin nancial Officerr. Inc come and exp penses are, where w possible e, matched in the currency of individual sub bsidiaries. We e also use forw ward foreign exchange e conntracts to mitiigate tran nsactional and d investment exposure to currency c movvements. In Private P Banking, markett risk is monito ored and man naged at a loccal level and by b the Private e Banking Risk Co ommittee. 23 Description D o of key risk In nvestment p performance risk The T managem ment of investment riisk is a core sskill of the Gro oup. This T is the riskk that portfolio os will not n meet their investment objectives. o This can adverssely affect a levels off net new bussiness. Ho ow we manag ge risk e Schroder In nvestment Ris sk Framework k provides revview and challenge of The investment riskss across each of the asset classes c manaaged by the Group. G The Inv vestment Riskk team is independent of the Investmentt function. early-defined investment processes We e adhere to cle p whhich seek to meet m investment targe ets within statted risk param meters. Individdual portfolio performance, p valuations and rrisk profiles arre monitored by b fund manaagers and ma anagement on n a re egular basis, as well as Priicing and Valu uation Comm mittees, allowin ng issues to be identified and d mitigated. Recognising tha at products will not outperfo orm all of the ttime, we offerr a diversified pro oduct set whicch reduces the e concentratio on of risk on tthe performan nce of any one e fund or asse et class. Inves stment perforrmance is moonitored as part of our investment risk m managementt process. Liquidity L risk k Liquidity L risk in n relation to cllient portfolios p is the e risk that fun nds cannot c be gen nerated to me eet re edemptions o or other obliga ations as a they arise. Liquidity issue es can arise a as a resu ult of market conditions c or tthrough inhere ently illiquid investm ments. Liquiditty risk also a applies to o the Group’s own capital c position n. To mitigate this rrisk within clie ent portfolios, we seek to m match, where possible, the liqu uidity of a porttfolio’s underly ying investme ents with the aanticipated liq quidity req quirements. W We actively mo onitor markets s for indicatorrs of declines in liquidity. We e also review products and d portfolios to identify capaccity constraintts. Eac ch of our regu ulated subsidiaries, and the e Group as a whole, meet regulatory cap pital requirem ments. In addittion, we mainttain sufficient liquidity for ou ur anticipated d nee eds, taking acccount of the risks we face. We e have develo oped a new In ndividual Liquidity Analysis Assessment (ILAA) and imp plemented im mproved liquidity analysis an nd reporting inn Private Ban nking in Lon ndon. 24 Credit C risk We W face risks s from the de efault of coun nterparties to o our princip pal financial transactions t s. Our clients s also face counterparty c risk in relation to the financial transa actions in the eir portfolios s and funds. Private Banking additionally a fa faces princip pal credit risk k on its lendin ng activities. Description D o of key risk Credit C risk We W face creditt risk as a ressult of counterparty c e exposure. Ho ow we manag ge risk In order o to mana age this risk we w actively mo onitor counterrparty creditw worthiness with h limits expressed d in terms of value v and term m to maturity. The Group se ets overall limits in respect of both principal and agency counterpaarty risk. Wh here possible,, we seek to diversify d our exposure e acrooss different counterparties c s. All counterpartie es are reviewe ed on a regula ar basis and l imits are ame ended follo owing change es to their fina ancials. We actively monitoor market data a and rating age ency outputs in assessing counterpartie es. Collateral iis taken in mo ost cases. We W face creditt risk through Private Banking B lendin ng activities. ng, we mitiga In Private P Bankin ate credit risk where w possibble through co ollateralisation n in the form of ca ash, portfolio in nvestments or o property. Crredit risk is monitored and ma anaged againsst the perform mance of the collateral. c 25 Operational O risk Operational O rrisk arises in our investm ment manage ement activities, distributtion activitiess, product de evelopment and a the opera ation of our IT I and opera ations infrasttructure. Loc cal managem ment is respo onsible for op perational risk controls.. Description D o of key risk Operational O rrisk Operational O rissk could arise e from th he failure of ssignificant bussiness processes p und dertaken by Schroders, S inccluding manda ate compliance c an nd suitability. We W have a number of outso ourced supplier s relatio onships that are a an im mportant part of our busine ess model, m particu ularly in respecct of fu und administrration servicess. Ho ow we manag ge risk All business proccesses are su ubject to revie ew in order too identify suitable ope erational conttrols to mitigatte potential ris sks. Beffore entering outsourcing arrangements a s, we undertakke due diligen nce on thirdparrty suppliers. W We then main ntain a progra amme of reguular assessme ent against agrreed service le evels. Distribution D rrisk The Distribution D rissk arises from m e broad range e of distributio on channels mitigates m agai nst a key dep pendency on re elationship management and a any y sales chann nel. concentration c across differe ent accounts for more distribution d cha annels and prroducts. No single client a m than two o per cent. off total revenue e. We W have three e broad clientt groups: g instituttional clients, often nsultants; reta advised a by con ail clients, c interme ediated through banks, b brokerss and indepen ndent advisers; a and private clientss. Product P risk Product P risk arrises from pro oduct complexity c and d the risk thesse products p do no ot meet their performance p o objectives or are a unsuitable u for certain clientss. Product P risk ca an also arise from capacity c consttraints where the size s of assets under manag gement in n a particular asset class makes m it more m difficult to o trade efficie ently in th he market. We e have a dediccated Produc ct Development team and a product app proval and rev view procedurre. We consid der carefully th he suitability oof products for clients and where possible, monitor the way w products are sold. We e actively mon nitor potential capacity constraints and m may mitigate them t by clos sing productss to new inves stment in certain circumstaances. 26 Description D o of key risk Ho ow we manag ge risk Technology T rrisk We W rely on tecchnology and qualified q profe essionals to maintain m our o infrastructu ure, and we in nvest in in nformation tecchnology projjects with w long lead times. e regularly revview the progrress of major information teechnology pro ojects and We new w projects are e subject to rig gorous testing g before appro roval. Our tech hnology is parrtly outsource ed and our pla atform uses well-establishe w ed, tested tech hnology from outtsource partne ers which we assess to be e financially sta table and able e to provide the e required leve el of service. Outsource partn ners are an im mportant part of o our businesss model and d we work with h the em to maintain n the quality and a continuity y of service. D Due diligence is undertaken n beffore entering iinto new arrangements and performancce is reviewed d on an ong going basis. C Continuity and d business res sumption plannning is in pla ace across the e bus siness globallly. People P risk We Our O business depends on people. p e recruit and d develop speciialist skills as the range of oour product offerings o We W ensure we e employ people with dee epens and ou ur investment and distribution strategies develop into new areas. skill s sets appro opriate to our changing c business needs. To mitigate peop ple risks, we have h competitive remuneraation plans, with w app propriate defe erred benefits, targeted at key k employeees, and we se eek to build stre ength in depth h and put in place p sustaina able successioon plans. We also operate from m many intern national centrres, which red duces reliancee on single po ools of talent and d individual co ountry stability y. We W expect our employees to t behave b with in ntegrity, which h is one of o our core vallues. Cle ear objectivess are set for em mployees and d we measuree individual su uccess in the ann nual review prrocess. This allows a us to id dentify motivaational employ yee dev velopment inittiatives, which h helps to reta ain talented ppeople. We e demand high ethical stan ndards and tra ain our employ oyees accordin ngly. Geographica G al diversity ris sk Our O business is broadly divversified by b region whicch, whilst mitig gating aggregate a riskk, introduces risks r as a result of com mplexity, local laws, re egulations, bu usiness custo oms and trraditions. e employ loca al people with local expertis se and also seecond employ yees We inte ernationally w within the Grou up. The e Group Riskk Committee receives r reporrts from line m management regarding ma atters giving ca ause for conc cern and recommendationss for appropriate remedial acttion. We e keep our em mployees up-tto-date on rele evant internattional regulation. An independentt team, reportiing to the Gro oup Head of R Risk, is respon nsible for ass sessing the im mpact of mate erial issues an nd implementiing appropriate and timely risk k mitigation. All our overseass operations are a regularly re eviewed by Innternal Audit. 27 Description D o of key risk Legal L risk The T risk that S Schroders or its counterparties c s fail to meet their t le egal obligation ns and the rissk of le egal proceedings. Regulatory R an nd complian nce risk The T risk of loss arising from m failure to o meet regula atory requirem ments in th hose jurisdictiions in which the Group G operate es. Ho ow we manag ge risk e rely on our e employees, with w support fro om our Legal function, to consider c We carrefully the obliigations we assume and our compliancee with them. Confirmations arre obtained frrom representtatives aroundd the Group that t any actua al or potential p dispu ute or claim has h been brou ught promptlyy to the attention of the Ge eneral Counse el. e maintain com mpliance proc cedures acros ss our global offices, and our o Global We Compliance funcction supports s business management inn meeting its obligations. Compliance with h relevant reg gulatory requirrements is moonitored continuously. Key K continu uing risks The T key continuing risks outlined abo ove have bee en assessed in the light of o the curren nt economic and geopolitical g e environment as summariised in the diiagram below w. The T horizonta al axis show ws whether ris sk is stable o or heightene ed in current market cond ditions. The vertical v axis shows s wheth her the poten ntial cost of the key risk is s stable or has h increased d due to currrent market conditions. c The T Group un ndertakes ad dditional worrk to address s those risks s that it considers to be p potentially he eightened and/or a more c costly. 1. 2. 2 3. 3 4. 4 5. 5 6. 6 7. 7 8. 8 9. 9 10. 11. 12. 13. People riskk: Employment practices and workplace safety Geographiccal diversity: Disasters a and public safetty Regulatoryy and compliancce risk Operationa al risk: Distributiion risk Operationa al risk: Clients, products p and business p practices Legal risk Operationa al risk: Technolo ogy and infrastructu ure failures Operationa al risk: Executio on, delivery and d process ma anagement Counterparrty credit risk Credit lending risk Liquidity rissk Investmentt performance risk r Market riskk 28 Emerging E risks Emerging E risks are those e with uncerta ain impact, p probability an nd timeframe e that could cause risk to o the Group. G These e are the hard rdest to defin ne and may c change in na ature. We ana alyse each rissk and, if needed, develop d and a apply mitiga ation and management pllans. The extternal emerg ging risks thaat are curren ntly our fo ocus of atten ntion are set out below. The T diagram indicates ou ur assessme ent of the likeelihood, time eframe and im mpact on ou ur business. The T estimate ed impact an nd likelihood may change e as circumsstances chan nge and mitigation m pla ans are deve eloped. Regu ulatory risks a are reported d on the follow wing page. 1. 2. 2 3. 3 4. 4 5. 5 6. 6 7. 7 8. 8 9. 9 10. 11. 12. Eurozone ccrisis Major bankk failure Market liqu uidity crisis Margin pre essure Investmentt performance Negative re eal interest rate es LIBOR Oil price sh hock Argentina Financial trransaction tax Corporate bond fund liquidity Terrorism 29 Key K regulato ory change e risks The T extent off regulatory change faciing the asse et manageme ent and private banking industries has h increase ed in recent ye significantly s ears. As parrt of our risk reporting, we have in ntroduced th he following diagram that combines c bo oth known an nd emerging g regulatory change risk ks, to identify y both the likkely timing and a estimate ed im mpact of reg gulatory chan nge on our business. b 1. 2. 2 3. 3 4. 4 5. 5 6. 6 7. 7 8. 8 9. 9 10. 11. 12. 13. 14. 15. 16. 17. 18. 19. 20. 2 21. 2 22. 2 23. 2 24. 2 Financial S Services Compe ensation Scheme levvy Vickers rep port impact AIFMD imp pact Basel III/Ca apital Requirem ments Directive (C CRD) IV MiFID II UCITS V Anti-Moneyy Laundering (A AML) Client Asse et Sourcebook (CASS) revisio on Solvency III client reporting g Market Abu use Directive (M MAD) II Remunerattion policies Dodd-Fran nk OTC European B Banking Authority’s common regulatory rreporting frame ework (COREP P) RDR for pla atforms EU Securitties Law Private Ban nking Recoveryy and Resolution Plans Group Reccovery and Ressolution Plans European m market Infrastru ucture Regulation (EMIR – OTC market reform) Asia OTC Dodd-Fran nk commoditiess Data protecction UCITS VI Solvency III FSA chang ge to FCA/PRA A 30 Director D rs’ responsibilitty state ement To T the best o of their know wledge and belief, b each o of the Directo ors listed be elow confirmss that: – The conso olidated financcial statemen nts of Schrode ers plc, prepared in accorda ance with IFR RS as adopted d by the EU, give a true e and fair view w of the assetts, liabilities, financial position and profit of Schroders plc and the undertakings u included in n the consolid dation taken as a a whole; – The annou uncement inccludes a fair summary of th he developme ent and perforrmance of thee business and d the position n of Schrode ers plc and th he undertaking gs included in n the consolid dation taken as a whole andd a descriptio on of the principal riisks and unce ertainties that they face; – So far as e each Directorr is aware, the ere is no relevvant audit info ormation of wh hich the Comppany’s audito ors are unaware; and – They have e each taken all the steps that t ought to h have been taken by them as a Directors inn order to ma ake themselve es aware of a any relevant audit a information and to esttablish that th he Company’s s auditors aree aware of that information. Directors: D Andrew A Beeso on Chairman Michael M Dobso on Chief Executive Philip P Mallinckrrodt Group He ead of Private Banking Kevin K Parry Chief Fina ancial Officer Massimo M Tosa ato Executive Vice Chairm man and Globa al Head of Dis stribution Luc Bertrand Senior Ind dependent Dirrector Ashley A Almanzza Independe ent non-execu utive Directorr Robin R Buchana an Independe ent non-execu utive Directorr Lo ord Howard o of Penrith Independe ent non-execu utive Directorr Merlyn M Lowthe er Independe ent non-execu utive Directorr Nichola N Pease e Independe ent non-execu utive Directorr Bruno B Schrode er Non-executive Directorr 6 March 2013 31 Five-yea F ar conssolidated financcial sum mmary Profit P before taxx 2012 £m 360.0 2011 £m 407.3 2010 £m 406.9 2009 £m 137.5 2008 8 £m m 123.1 Tax T (76.8) (91.5) (95.7)) (41.8) (51.8 8) Profit P after tax x 283.2 315.8 311.2 95.7 71.3 3 2012 Pence 104.7 2011 Pence 115.9 2010 Pence 111.8 2009 Pence 34.3 2008 8 Pence e 27.5 5 Diluted D earning gs per share 101.3 111.9 108.3 34.2 27.3 3 Dividends D Cost C (£m) 2012 104.1 2011 104.8 2010 87.6 2009 84.9 2008 8 86.7 7 Pence P per sharre* 39.0 39.0 32.0 31.0 31.0 0 Total T equity (£ £m) 2,069.9 1,901.6 1,799.7 1,649.0 1,632.2 2 733 673 620 571 569 9 Earnings E per s share: Basic B earnings per share Net N assets perr share (pence e)** *D Dividends per sha are are those am mounts approved by the sharehold ders to be paid wiithin the year on a per share basiss to the sharehold ders on the re egister at the spe ecified dates. ***Net assets per sshare are calculatted by using the actual a number off shares at the ye ear-end date. Assets A under manage m ement – 2012 flows f Tota al £b bn 187..3 Instituttional £bn 108.4 Inteermediary £bn 62.9 Private Banking £bn 16.0 Gross G inflows 57.6 21.8 31.8 4.0 Gross G outflowss (48.2) (15.4) (28.5) (4.3)) 9..4 6.4 3.3 (0.3)) Investment I retu urns 15.3 8.9 5.8 0.6 31 3 December 2 2012 212..0 123.7 72.0 16.3 1 January 2012 Net N flows 32 Income and co ost metrrics for tthe Gro oup Cost: C net reven nue ratio 2012 70% 2011 66% Compensation C cost: operating g revenue ratio 49% 44% Bonus: B pre-bon nus operating profit p 42% 39% Return R on averrage capital (pre e-tax) 18% 22% Return R on averrage capital (po ost-tax) 14% 17% Exchan E ge rate es – clos sing 31 3 December Sterling: S 2012 2011 2010 2009 2008 Euro E 1.23 1.20 1.17 1.13 1.03 US U dollar 1.63 1.55 1.57 1.61 1.44 Swiss S franc 1.49 1.45 1.46 1.67 1.53 Australian A dolla ar 1.57 1.52 1.53 1.80 2.06 Hong H Kong dolllar Japanese J yen Singaporean S do ollar 12.60 12.07 12.17 12.52 11.14 140.55 119.57 126.98 150.33 130.33 1.99 2.02 2.01 2.27 2.07 33