Impax Asset Management : MIFIDPRU Disclosure for year ended 30 September 2022

Impax Asset Management Limited

MIFIDPRU Public Disclosure

For the Financial year:

1 October 2021 to 30 September 2022

Applicable with effect from: 30 June 2023

TABLE OF CONTENTS

	Introduction	3
	Objectives	3
	Disclosure timing requirements	3
	Disclosure Validation	3
	Governance Framework	4
	Overview of the Board Committees	4
	Directorships	5
	Diversity	5
	Equity, Diversity & Inclusion Policy	6
	Composition of Regulatory Own Funds	7
	Reconciliation of regulatory own funds to balance sheet in the audited financial statements	8
	Own funds requirement	9
	Compliance with Overall Financial Adequacy Rule	9
5.1	Transitional Provisions	11
5.2	Remuneration Code Disclosure	11
5.3	Remuneration Committee	11
5.4	Code Staff & Link Between Pay and Performance	11
5.5	Remuneration Figures	12

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Public Disclosure

Introduction

The Investment Firm Prudential Regime ('IFPR') is the FCA's prudential regime for MiFID investment firms which aims to streamline and simplify the prudential requirements for UK investment firms. The IFPR came into effect on 1 January 2022 and its provisions apply to Impax Asset Management Limited (the "Firm"") as an FCA authorised and regulated firm.

The Firm is a specialist asset manager investing in the transition to a more sustainable global economy and seeks to be the leading investment manager in this area. Impax establishes and seeks to grow a small number of scalable products and to sustain excellent investment performance. It markets these products predominantly to larger investors who can deploy a significant quantity of capital. To achieve these objectives, Impax recognises the importance of attracting outstanding investment talent and retaining a core senior management team whose interests are aligned with those of shareholders.

The Firm is required to publish disclosures in accordance with the provisions outlined in MIFIDPRU 8. The disclosure document covers all aspects of the disclosure requirements within the scope of the MIFIDPRU rules applicable to non- small and non-interconnected('Non-SNI') investment firms.

The Firm is a member of a UK Consolidation Group. The disclosures have been prepared on an individual basis. The Firm believes that its qualitative disclosures are appropriate to its size and internal organisation, and to the nature, scope and complexity of its activities. This disclosure has been approved for disclosure by the Board of the Firm (the "Board").

The annual audited accounts of the Firm set out further information which complements the information in this disclosure. The audited accounts are freely available from UK Companies House.

This document does not constitute any form of financial statement on behalf of the Firm. The information contained herein has been subject to internal review but has not been audited by the Firm's external auditors.

Objectives

This document sets out the public disclosure under MIFIDPRU 8 for the Firm as of 30 September 2022, which is the Firm's accounting reference date.

As a MIFIDPRU investment firm, the Firm must establish and implement disclosure requirements to provide investors, stakeholders and wider market participants with an insight into how the Firm is run.

Disclosure timing requirements

The Firm is required to publicly disclose the information specified in this document on an annual basis on the date it publishes its annual financial statements, which is on or before 30 June 2023.

The Firm will consider making more frequent public disclosure where particular circumstances demand it, for example, in the event of a major change to its business model or where a merger has taken place.

Disclosure Validation

The Firm is committed to having robust internal controls to ensure the completeness, accuracy, and compliance with the relevant public disclosure regulatory requirements.

This document has been subject to internal governance and verification process, and approval by the Board to ensure compliance with the regulatory requirements contained in MIFIDPRU 8.

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As a Non-SNI firm, the public disclosure document contains the following key areas:

• Governance arrangements;
• Own funds;
• Own funds requirements; and
• Remuneration.

Governance arrangements disclosure

Governance Framework

The Board is the Governing Body of the Firm. It meets regularly and as at the date hereof is comprised of:

• Sally Bridgeland
• Ian R Simm
• Bruce Jenkyn-Jones
• Daniel von Preyss
• Catherine Bremner
• Karen Cockburn

The role of the Board is to provide oversight and take responsibility for the strategic leadership of the Firm within a framework of good corporate governance and prudent and effective controls which enables risk to be assessed and managed, including appropriate segregation of duties of the Senior Management Functions in accordance with the Senior Management and Certification Regime ('SM&CR') and management of conflicts of interest. The Board sets the structure in place for the Firm to meet its objectives and reviews management performance. The Board sets and oversees the Firm's values and standards and ensures that its obligations to its shareholders, its clients and others are understood.

A review of the performance of the Board takes place annually and all staff are reviewed annually in respect of competence and fitness and propriety.

The Board discharges daily management and oversight responsibility for the business supported by other key members of the senior management team within the Firm.

The Firm seeks regulatory approval prior to appointments to the Board under the SM&CR. All Board members are registered and listed on the FCA Register.

Overview of the Board Committees

The Firm has not formed any stand-alone committees due to its size. As the firm is a wholly owned subsidiary of Impax Asset Management Group plc (the "Impax Group"), the Firm relies upon Impax Group's committees (the "Group Committees"). The purpose of the Group Committees along with their respective scopes of duties and responsibilities are formalised in their individual Terms of Reference.

The following Group Committees are in place:

• Audit and Risk Committee
• Remuneration Committee
• Executive Committee
• Enterprise Risk Committee
• Investment Committee
• Treasury Committee

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• Valuation Committee
• Best Execution Committee
• New Business Committee
• Product Governance Committee
• Environmental Committee
• Conduct and Disciplinary Committee
• Compliance Committee

Directorships

The following information relates to the appointments of Directors of the Firm held in both executive and/or non-executive functions, including any Directorships held at external, commercial organisations as at 24 May 2023:

Role	Name	Number of other
		external
		directorships
Chair and Independent	Sally Bridgeland	7
Director
Director	Ian R Simm	0
Director	Bruce Jenkyn-Jones	0
Director	Daniel von Preyss	0
Director	Catherine Bremner (appointed: 18 February 2022)	0
Director	Charles D Ridge (resigned: 6 January 2023)	0
Director	Mary Alexander (appointed: 13 December 2022, resigned: 5 May	0
	2023)
Director	Karen Cockburn (appointed: 6 January 2023)	1

Diversity

The Firm values the innovation and creativity that diversity of thought brings to the organisation and understands that diversity, equality and inclusion play a critical role in establishing strong governance and maintaining a healthy culture from the top as part of delivering higher standards of conduct and success of the Firm. The Firm is committed to building a workforce that reflects all aspects of diversity and intersectionality to bring a range of perspectives, ideas and insights to everything the Firm does.

One of the Firm's objectives is to ensure that the composition of the Board is always suitable for it to be an effective decision-making body and to provide successful oversight and stewardship. Suitability of the members of the Board is reassessed periodically, in line with the requirements of the SM&CR. The Directors are appointed in accordance with the following suitability criteria:

• Being of good repute;
• Being able to act with honesty, integrity and independence of mind;

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