Supporting your business journey Irish Funds Independent Director Network

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1 Supporting your business journey Irish Funds Independent Director Network September 2015

2 A thoughful audit approach Foreword 1 About the survey 2 Fees 3 Trends & Insights 8 Conclusion 10 Contacts 11 2 Supporting your business journey

3 A Foreword thoughful audit approach Foreword Our Irish Funds Independent Director Network continues to grow from strength to strength. The aim of the Network is to provide a forum for you, as independent directors of funds and fund management companies to discuss common challenges with your peers. It facilitates a number of opportunities during the year to focus on the specific issues of relevance to non-executive directors in the Funds Industry, and provides discussion and debate on the impact of these issues on companies operating in the sector, in an open forum. This is the second year that we have carried out this survey and based on the feedback we have received we plan to continue the survey next year. For the remuneration survey this year, we asked over 280 independent non-executive directors to participate. As you will see we have gathered some very useful data and insights in relation to the current market for directors remuneration in the funds industry. More broadly the role of fund directors continues to evolve. With the release of the Central Bank s feedback statement arising from the CP86 consultation, there will be increased focus and time required by boards of directors in relation to the oversight of delegates, including the investment managers, and organisational effectiveness. Inevitably, the question therefore arises as to what the extra time commitments required from directors will cost. Hopefully, a survey such as the one we have completed will be a useful tool to enable boards and directors to answer this question. On behalf of PricewaterhouseCoopers I would like to thank our survey respondents, and also those directors who joined us at our discussion session for the enormously valuable feedback and insights they provided on the day. Ken Owens Partner 1 Supporting your business journey

4 About thoughful the survey audit approach About the survey As part of our ongoing commitment to support, facilitate the growth of and advise the Funds Industry in Ireland, this year we once again surveyed Ireland s Fund Directors as part of our Irish Funds Independent Network Survey In addition to the survey, we held a live feedback and discussion session at PwC headquarters on the morning of 28th July, where a selection of our survey respondents gathered to discuss and provide further insights into some of the most pressing issues and challenges facing Independent Directors in the Funds industry. Our survey response was slightly down on last year. This came as a surprise to many of our live session attendees. Delegates rated the value of the survey as a very positive thing for the industry, but also suggested that by making our survey slightly easier to complete we could likely increase our response rate something we will take into consideration for our next one. Live discussion session To gain deeper insight and understanding of our survey responses, 43 Non Executive Directors attended a 1.5hr breakfast discussion session. Live feedback and responses were captured anonymously using Meetingsphere, and responses were ranked and analysed by PwC and used to provide further analysis within this report. Our survey and live session were lead by PwC Audit Services Partner, Ken Owens. For additional insight and context, PwC Executive Recruitment Director Marie Maguire provided an overview of the trends in recruitment and appointment of Directors outside the Funds industry. Participant Information Out of 282 Independent Directors surveyed, we received 69 valid responses, a rate 1 in 4 or 24.5%. The split of responses by type of Directorship was consistent with our 2014 survey, with 80% relating to investment funds, 18% UCITS Management Companies and AIFMs, and 2% related to service providers. No surprise, 1 in 3 respondents were accountants, 18% of which had an investment management background showing the depth of that knowledge in the industry. Risk management still seems to under represented in the Director pool and only 7% of respondents were female compared to 12% last year. 2 Supporting your business journey

5 A Fees thoughful audit approach Fees 2015 has proved to be another good year for the Funds industry in Ireland thus far. As business recovers, Board Director remuneration is also on the rise for many. Our aim with this report is to shed some light on remuneration in relation to the Funds sector by mapping fees to fund types, size, strategy, and by exploring how fees are agreed and revised. Remuneration by Range The rise in top tier earnings rose year-over-year, almost doubling since 2014 while those in the middle bracket dropped slightly on the previous year. More Directors are on the move from lower to upper quartile as the economy recovers. In contrast, outside the Funds industry, our research of listed Irish companies reveals the Total Average Fee for an Independent Non-Exec Director is between 57k to 78k, and in companies with over 1bn in revenues it is around 69k to 82k. For Chairpersons, the average fee for a listed company was 174k going up to 232k (upper quartile). And for a Chairperson in a businesses with greater than 1bn revenues, it rises to a healthy 300k. Remuneration by range Over 5 in every 10 directorships earned 20K or less in Consistent with 2014 findings. 3 in every 10 directorships earned between 20K and 40K. Consistent with 2014, however % fell somewhat. Significant increase at the top of the scale. Percentage of directorships earning > 40K almost doubled. Remuneration by AUM of Funds Not surprisingly, the size of the fund has a significant effect on the fees earned by Independent Directors, with only 1 in 10 earning over 20k from funds with AUM of less than 100m. Almost 9 in 10 Directors earned over 20k from funds with AUM of greater than 5bn. In the lower median ( 100m to 1bn AUM), just under three quarters of Directors earned 20k or less, and only 3% received over 40k. Remuneration by AUM of funds % 7% > 5bn 12% 55% 33% 80 32% 35% 1bn- 5bn 21% 47% 32% m- 1bn 71% 26% 3% 20 55% 58% < 100m 92% 8% ,000 or less 20,001 to 40,000 Greater than 40,000 20,000 or less 20,001 to 40,000 Greater than 40,000 3 Supporting your business journey

6 A Fees thoughful audit approach Just 1 in every 10 directorships over 20K in funds with AUM < 100m Of stark contrast to the almost 9 in 10 directorships earning over 20K in funds with AUM > 5bn Based on these findings, it appears larger funds pay more to independent directors. Somewhat surprisingly then, Directors at our live session rated the size of the fund as only the tenth most important factor when discussing how they would agree their fee for our sample mandate. Participants rated factors such as the reputation of the IM, designated function and the board/chairman representation as more important considerations. What are the factors you would consider when agreeing a fee for a mandate such as the following? CASE STUDY: i) An Irish UCITS fund ICAV; ii) Self-managed; iii) Mix of absolute return strategies; iv) 5 sub-funds; and v) UK Investment Manager with 10bn AUM. 1. Reputation of the IM 2. Designated functions / support from Investment Manager 3. Makeup of the Board representation and chairman 4. Who are the service providers 5. Time commitment 6. Fund Strategy 7. Compliance/ Risk culture 8. Who recommended me 9. Fee structure within the fund 10. AUM / Size of fund 11. Where and how the fund is to be marketed 12. Incremental fee per sub fund 13. Complexity of structure 14. What the customer will bear 15. Where the fund is a Self Managed Investment Company (Responses of anonymous live event participants ranked by relative importance) Remuneration by Active Sub-Fund Just as AUM correlated with higher remuneration, so too does the number of active sub-funds. > % 19% 47% 40% 61% 37% 75% 80% 43% 50% 44% 33% 20% 10% Over half of all respondents in the 0, 1 and 2-5 bracket earned under 20K 1 in 2 of our respondents who is a NON-EXECUTIVE DIRECTOR working on a fund with over 20 active funds earned over 40K From our findings, the premise that more sub-funds a fund has, the higher the remuneration is correct. **Please note that 0 refers to standalone funds. 6% 4% 10% 10% Remuneration by Entity Type Funds UCITS 2015 UCITS 2014 Non-Irish AIF 2015 Non-Irish AIF 2014 Irish AIF 2015 Irish AIF % 32% 11% ,000 or less 20,001 to 40,000 Greater than 40,000 20,000 or less 20,001 to 40,000 Greater than 40,000 56% 55% 74% 68% 93% 38% 33% 24% 26% Just under 66% of fund Directorships were UCITS, which remains relatively consistent with 2014 results. However, a percentage who earned between 20K - 40K appears to have moved into the > 40K range. Just over 25% were Irish AIFs. The trend suggests a shift towards higher pay for Directors, with the 20K - 40K and >40K bands increasing by 38% and 50% respectively from the 2014 survey. Only 10% were non-irish AIFs. 6% 7% 12% 8% 4 Supporting your business journey

7 A Fees thoughful audit approach Remuneration by Entity Type UCITS MANCO Remuneration by Fund Strategy Remuneration by Promoter Domicile % % 11% 14% 9% % 23% 24% % 45% % 24% 30% 36% 47% 60 34% 18% 34% % 38% % 40 62% 60% 53% 44% 20 43% 58% 66% 0 AIFM UCITS MANCO 0 Non Complex UCITS Complex UCITS Hedge Fund Other 0 UK US Europe Ireland 20,000 or less 20,001 to 40,000 Greater than 40,000 20,000 or less 20,001 to 40,000 Greater than 40,000 20,000 or less 20,001 to 40,000 Greater than 40, respondents were MANCO Directorships. Over 80% of appointments were UCITS MANCOs, which roughly correlates with the number of UCITS domiciled in Ireland at 80%. Almost 2 in 10 UCITS MANCO Directorships earn over 40K and only 20% of appointments last year were Irish AIFMs. In contrast to UCITS Directors, over half of the AIFM Directorships earned less than 20K in fees. 41% of appointments are non-complex UCITS, 21% are Hedge Funds and 16% of appointments are complex UCITS. Remaining 18% of appointments are made up of ETF s, MMF s, PE/Venture Capital, Fund of Funds, Property/Real Estate and Other. 4% of the results were N/A Complex UCITS are the least common Remuneration seems consistent across all major fund strategies. Almost half of the funds promoters were domiciled in the UK, followed by 20% US and 10% Continental Europe. 20K or less is the most common form of remuneration across all fund promoters. Much higher chance of earning more than 40K where the promoter is located in the US or Europe. 5 Supporting your business journey

8 A Fees thoughful audit approach Remuneration by years serving as NON-EXECUTIVE DIRECTOR Remuneration where Director is named as designated Person Remuneration for Audit Committee Membership % 8% 10% 7% > 20 Year 11% 33% 56% 80 25% 25% No 17% 22% 21% 18% 5% 10% 7% 6-20 Years 51% 36% 13% 60 48% 50% 1-5 Year 63% 30% 7% % 42% 65% 68% Yes 3% 16% 8% 21% 3% 10% 39% Yes Yes No/Na No/Na ,000 or less 10,001 to 15,000 15,001 to 20,000 20,000 or less 20,001 to 40,000 Greater than 40,000 20,000 or less 20,001 to 40,000 Greater than 40,000 20,001 to 25,000 25,001 to 30,000 30,001 to 40,000 Greater than 40,000 Just under one-third of Non-Executive Directors were appointed post-crisis. The remaining two-thirds were pre-crisis with almost 5% holding positions for greater than 20 years. Despite the downturn, 68 directorships from our study were appointed post-crisis. From our findings, the premise that the longer one is in the role the higher the remuneration is correct. The percentage of respondents named as designated person fell by over 10% (37% to 33%) The percentage of directors named as designated persons earning 40K or more doubled. Only 18% of respondents noted the presence of an audit committee Half of respondents where an audit committee is present earn more than 30K. While only 17% of those where there is no audit committee earn this amount. 6 Supporting your business journey

9 A Fees thoughful audit approach Additional Remuneration by Chairmanship For those holding chairman positions, 50% earn between 4K and 7K extra for holding such position. < % % 44% > % 19% Time Allocation Obviously a key factor for context around remuneration is the number of days allocated to the appointment. Our survey shows that out of all respondents, 33% are operating as a Director as part of their employment, leaving 67% as full-time Non-Executive Director. In our research we asked Directors to report the number of days allocated per appointment, so it should be noted that many Directors could hold multiple appointments with the same promoter. On a per appointment basis however, the number of days allocated was largely between 4 and 10 days. 5% of appointments were for up to 3 days, with 4-6 days (57%) and 7-10 (26%) encompassing the majority of days allocated. Only 13% of respondents are currently allocating more than 11 days to any single appointment. CBI Time Commitments Following last years review by the Central Bank of Ireland around time commitments of Directorships in Funds companies the Bank issued guidance in CP86. It stipulates that for Directors with commitments beyond 2,000 hours the CBI will apply a higher level of supervision on the board. Is this a real limit? How many Directorships would actually be affected by it? The majority of our live panel agreed that there would very little impact on the most Non-Executive Directors given the relatively high limit (essentially full-time hours). However, almost as many agreed that it would create a lever for some Directors to increase their fees by effectively creating an upper limit on their capacity. Also notable was the view that many boards will now place much heavier emphasis on capacity of candidates when selecting making new appointments. Justifying a Fee Increase When asked what reasons our panel would give to justify an increase in Director fees we received a wide range of responses, but some strong themes emerged. Contrary to our expectation that AUM would be the number one reason, the primary reason given by live delegates for a fee increase, was, in fact, an increase in time commitment. The addition of sub-funds came in close behind time allocation, and AUM came in as third most likely reason for adjusting the fee. Changes in designated function followed, and many Directors cited matching the market rate for a given mandate as another key reason to negotiate a fee increase. D&O Insurance Cover One question we did not ask as part of our initial survey was around Directors and Officers insurance cover. We wanted to get a sense of who pays the D&O cover, and polled our live session attendees to get an insight. 59% of respondents said D&O cover is paid by between the fund and promoter, 23% said the fund bears the cost, and 18% said the cost is covered between the promoter and the IM. None of our participants said they covered the cost themselves. 7 Supporting your business journey

10 A Trends thoughful & Insights audit approach Trends & Insights New Appointments in Fund Management Our survey revealed 37 respondents had taken up new appointments in Roughly 1 in 4 of which earned over 30K in fees. The vast majority of new appointments came from two sources, either referral from law firms, or from the investment manager/promoter. In many cases law firms are one of the first ports of call for new products and new promoters, whereas established promoters/products with strong existing personal contacts in the industry are running the process of finding new Directors themselves. When our event delegates were asked if any had been involved in a process where a recruitment agency had been used to source a director in the Funds industry, the answer was a resounding no. CP86 Board Composition Requirement The feeling among respondents was that the new requirement from the Central Bank around board composition that it must be documented in the business plan would have a generally positive impact on board composition. The overall feeling is that it will result in broader experience of the board, and greater transparency around candidate selection and appointments. What impact, if any, will the requirement to document the rationale for board composition have on the appointment process for directors? Top 5: 1. Should result in a broader spread of experience on the board 2. Investor preference 3. Will make the process more transparent 4. Make it easier to break in/new boards 5. More preference for risk management background (Responses of anonymous live event participants ranked by relative importance) 8 Supporting your business journey

11 A Trends thoughful & Insights audit approach Wider Trends in Non-Executive Director Appointments Speaking at our live discussion, PwC Executive Recruitment Director Marie Maguire gave insight into the major trends happening in the wider Non-Executive Director environment, noting some significant trends in how Directors are sourced and selected. Overall, we are seeing much more demand for openness and transparency around the selection of Directors. This is leading to a corresponding rise in the use of external consultants and thirdparty organisations, adding more objectivity to the process for many. This trend is leading to a growth of dedicated service providers in the space, such as Boardmatch in the charity sector, Stateboards.ie for the public sector and The Boardroom Centre from the Institute of Directors. It is also helping to rebuild the credibility of the role of the Independent Non-Exec Director in Ireland. For our part, The aims to facilitate discussion in the sector through regular updates and industry research (such as this report). And also through events designed to act as a forum for Non-Executive Directors to network, share information and gain insights into the broader boardroom ecosystem. Recruitment and Selection Irish companies by and large are still running their Director recruitment processes themselves, with often the case, names put forward by the appointment committee of peers and connections in the industry. Good names travel of course, and the reputation of Irish Non-Executive Directors is continuing to grow beyond our shores. Over the past 6 months we have seen more stringent requirements by the Central Bank for a more structured process and framework around candidate selection, particularly in relation to Financial Services companies. The use of benchmarking and candidate scoring is becoming more commonplace and helps ensure new appointments withstand any scrutiny from internal and external stakeholders. Putting some amount of process around the composition of boards should help bring greater transparency, support gender diversity efforts and facilitate a broader, and possibly better range of relevant skills and experiences not just to Directors, but also Chairman positions. 9 Supporting your business journey In Demand: Backgrounds and Experience The most requested background in board appointments is still heavily weighted towards former CEOs, CFOs, Finance Directors, Partners from legal firms and retired senior leaders from the public sector. Key attributes sought: Strategic ability Financial acumen Reputation, credibility Industry knowledge International experience Risk management experience Time commitment/conflict of interest (key to acceptance onto a board) Gender Diversity The issue of female talent in senior positions is obviously a key issue right across the business landscape. Awareness around gender diversity on Boards is improving, however, there is still a lot of work to be done. Research from the Institute of Directors (May 2015) confirms that many female senior execs (58%) agree that gender diversity on boards in Ireland is improving. However, many female candidates are still reluctant to put themselves forward. The continued male dominance of the boardroom and lack of contacts for positions are seen as inhibitors in the drive for more gender-diverse board compositions. 27% of those surveyed by the IoD say a glass ceiling exists in many sectors, an increase of 9% on Incidentally, there is no guidance on diversity within CP86 from the Central Bank. Launched in the UK in 2010 by Helena Morrissey, the 30% Club was launched here in Ireland last year with the mission of increasing female board participation in Ireland s top companies to 30% by PwC Partner Marie O Connor is spearheading PwC s participation and said of the programme, It is not about quotas, but voluntary action to meet the 30% target.

12 Conclusion A thoughful audit approach Conclusion 2015 looks set to be another very strong year for Ireland s funds industry. With net assets / AUM of Irish domiciled funds up 12% at June 2015 compared to December 2014, Ireland is now the second largest fund domicile in Europe. The rising tide is having a positive impact on remuneration for some Independent Directors, with top tier earnings over 40K per year almost doubling compared to 2014 figures. Fees earned by Directors in the sub- 40K spectrum remained broadly similar to Alongside ongoing modernisation efforts to aid Ireland s growth as a domicile, increased focus on time allocation to appointments, as outlined by the Central Bank in the CP86 consultation, will see a greater focus placed on the capacity of Directorship candidates. However, many of our respondents agreed that the directive would have little impact on the majority of Directors given the high threshold of 2000 hours. The reputation and expertise of Ireland s independent directors continues to grow, as evidenced by an increase in recruitment activity in Ireland by major executive search firms in London and across Europe. On a broader scale, the trend towards greater transparency around appointments and board composition is leading to an increase in activity from specialist search firms generally. However, the Irish Funds industry is still slightly behind this trend, with the vast majority of appointments coming from law firms, or investment manager/promoter referrals. Next Event We would like to sincerely thank our survey respondents and live discussion participants for making this research possible. We hope you have found it as insightful as we have, and we look forward to continuing the discussion with you at the next PwC Fund Director event on Wednesday 11th November How we can help The funds industry is a continually changing landscape. We have the knowledge and experience to assist you with your audit, tax and advisory needs across all the main types of funds including hedge funds, private equity, UCITS, ETFs, money market funds, real estate/property funds, and more. Using our specialist asset management group, the largest in Ireland, and our extensive global network we can tailor our approach to suit your particular fund type and provide market insights and experience that are second to none. 10 Supporting your business journey

13 A Contacts thoughful audit approach Contacts Ken has been an Audit Partner in the Asset Management Group at PricewaterhouseCoopers since 2001 and has been with PwC for 25 years. As well as leading PwC Ireland s activities in the area of fund governance, Ken works with a range of global asset managers who are using Ireland as a location for the establishment and/or servicing of UCITS funds, hedge funds, funds of hedge funds, ETFs, money market funds, private equity funds. Ken has also advised international asset managers on: the type of structure which would be most appropriate for the product that they were establishing; and most appropriate for their target investors; the appropriate accounting treatment for complex financial instruments and investment structures; the regulatory requirements to be complied with when establishing a UCITS fund or a hedge fund in Ireland; and the tax and reporting obligations which need to be complied with when looking to distribute investment funds internationally. Ken has been involved with the Irish Funds Association (Irish Funds) for many years serving on both the Technical Committee and the Legal & Regulatory Committee and has served as Chairman of the Association in He currently chairs the Irish Fund s Distribution Steering Group. 11 Supporting your business journey

14 A thoughful audit approach PwC helps organisations and individuals create the value they re looking for. We re a network of firms in 157 countries with more than 184,000 people who are committed to delivering quality in assurance, tax and advisory services. Tell us what matters to you and find out more by visiting us at PricewaterhouseCoopers. All rights reserved. PwC refers to the PwC network and/or one or more of its member firms, each of which is a separate legal entity. Please see for further details. This content is for general information purposes only, and should not be used as a substitute for consultation 12 with professional Supporting advisors. your business journey

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