MIFIDPRU 8 Disclosure
Introduction
This statement outlines the public disclosures for InvestEngine (UK) Limited ("the Firm" or "IEUK") under the Governance Arrangements, Own Funds, and Own Funds Requirements as required by MIFIDPRU. IEUK is authorised and regulated by the Financial Conduct Authority (FCA) under FRN 801128 and operates as an Investment Manager, offering clients ETF-based investment solutions through a platform-based service.
We update these disclosures annually and information in this disclosure is correct and based on data to 31st March 2025.
IEUK launched in January 2019, providing discretionary portfolio management services to retail clients. Initially, it offered a Growth portfolio, available through a General Investment Account (GIA) or an Individual Savings Account (ISA). These managed Growth Portfolios invest in low-cost ETFs that track the performance of global stock markets, bonds, and other assets. By diversifying investments widely, the Firm enhances growth opportunities while reducing risks for its clients.
IEUK also offers a DIY portfolio option, free of charge for ISA, GIA, SIPP, and Business accounts. Managed portfolios are charged at a low-cost rate of 0.25% per annum (inclusive of VAT).
As a non-SNI MIFIDPRU Investment Firm, this disclosure is prepared on an individual basis and reflects the size, nature, scope, and complexity of IEUK’s activities. Additional details can be found in the Firm’s annual audited accounts, which are publicly available from Companies House.
This disclosure has been approved by the Board of InvestEngine (UK) Limited.
Governance
The Board has a supervisory role, overseeing the business, strategic direction, organisational structure, and risk management activities. The members of the Board of Directors, listed below, are responsible for the effective management of the company and meet at least quarterly.
The Board is ultimately accountable for overseeing and controlling business activities, shaping the strategic direction, and ensuring a robust corporate governance structure with clear, transparent lines of accountability.
| Director | Position | Number of additional directorships held |
| Andrey Dobrynin | Managing Director | 2 |
| Simon Crookall | Executive Director and Chairperson | 2 |
| Jeanette Cook | Director of Regulatory Compliance | 1 |
| Marianne Oliver | Operations Director | 0 |
| Marc Laurent Wynne de Gentile-Williams | Chief Finance Officer | 2 |
The Managing Board, comprising FCA-approved Senior Managers, oversees culture, strategy, policy setting, risk management, conflict of interest management, and corporate management activities. The suitability, experience, knowledge, and skills of board members are assessed annually to ensure they remain fit and competent to fulfil their roles.
Given the straightforward nature of InvestEngine (UK) Limited’s business, the governance framework is considered appropriate. The Managing Board holds formal quarterly meetings, with additional meetings as needed to address critical business decisions.
To support day-to-day governance, the Executive Committee, CASS Committee, Risk committee, Remuneration Committee, all sub-committees of the Board, have formal delegated responsibilities under written terms of reference. These committees ensure effective and prudent management, segregation of duties, conflict prevention, and execution of the firm’s strategic plan.
In addition to the Board-level committees, several operational, decision-making, and oversight committees support the day-to-day running of the business. These include, but are not limited to:
- The Investment Committee, chaired by the Head of Investments, is responsible for approving changes to investment strategy, asset allocation, and quarterly rebalances. It also oversees product and platform developments that impact the discretionary service.
- The Investment Oversight Committee focuses on monitoring client behaviours and risk areas across the investment and platform services, providing a layer of strategic and regulatory oversight.
- The Risk Committee, chaired by a Senior Manager, supports the Board in overseeing the firm’s risk management framework. It ensures that key risks are identified, monitored, and managed in line with the firm’s stated risk appetite.
- The Product Governance Committee is responsible for overseeing the development, approval, and ongoing monitoring of products. It ensures all offerings are aligned with regulatory expectations, deliver fair value, and continue to meet the needs of the target market.
InvestEngine (UK) Limited remains committed to high standards of corporate governance. When appointing new Board members, careful consideration is given to existing skills, experience, board balance, and diversity. Each member is expected to contribute effectively both individually and as part of the team.
Risk Management Approach and Policies
InvestEngine (UK) Limited (IEUK) operates a focused and low-complexity business model, which significantly reduces its exposure to certain risks faced by more traditional investment managers:
- IEUK executes trades only in ETFs and does not engage in the purchase, research, or investigation of individual company shares.
- The firm does not act as a market maker, conduct proprietary trading, or produce proprietary investment research into quoted securities.
This limited activity profile helps to reduce market, credit, and conduct risk exposure.
To support its strategy, IEUK has implemented a Risk Management Framework that is proportionate to the scale and nature of its business. The framework outlines the tools and processes used to identify, assess, mitigate, and monitor risks across the firm.
At the centre of the framework is the firm’s annual Risk Appetite Statement, which defines the types and levels of risk the Board is willing to accept in achieving business objectives. It is reviewed and updated annually to ensure continued alignment with strategy and market conditions and is underpinned by specific risk limits to control exposures.
IEUK applies the Three Lines of Defence model to ensure clear accountability:
- First Line – Business units are responsible for identifying and managing risks in their day-to-day operations.
- Second Line – The Risk, Oversight, and Compliance team provides oversight, regulatory guidance and monitoring, and ensures the Board and Senior Management have the information needed to make risk-informed decisions.
- Third Line – While IEUK does not maintain a dedicated internal audit function, assurance is provided through External Audit, covering areas such as financial statements, CASS compliance, and breach management.
This structure enables effective, proportionate risk management and supports IEUK’s commitment to strong governance and customer protection.
Risk management at InvestEngine (UK) Limited is overseen at the executive level, with ongoing monitoring and support provided by the Risk, Oversight, and Compliance teams. The firm uses a structured risk categorisation system to support consistent identification, assessment, and management of risks across the business.
This risk taxonomy is split into:
- Level 1 risks – broad, high-level categories reviewed by the Board, which sets the firm’s risk appetite for each area; and
- Level 2 risks – more granular sub-categories that contribute to overall scoring and monitoring within each Level 1 category.
This structure enables consistent risk analysis, escalation, and communication across the business.
The Board of Directors is responsible for setting the firm’s strategy and maintaining robust governance and risk management frameworks. By combining strategic oversight with structured risk analysis, the firm ensures that risks are effectively managed in support of its long-term objectives.
Risk Exposure and Financial Resilience
InvestEngine (UK) Limited is exposed to a range of inherent risks in pursuing its strategic objectives. These are organised using a structured risk taxonomy, which supports consistent identification, categorisation, and management of risks across the business.
The firm takes a structured and proportionate approach to managing own funds requirements, concentration risk, and liquidity risk, in line with MIDPRU 8.2.1:
- Own funds are actively monitored against internal thresholds to ensure ongoing compliance with the FCA’s regulatory capital requirements. Capital serves as a buffer to absorb unexpected losses and support the firm’s operational continuity.
- Concentration risk is managed through diversification principles and limits on exposure to counterparties, service providers, and instruments.
- Liquidity risk is addressed through the maintenance of a buffer of high-quality liquid assets and regular stress testing of cash flow needs.
The firm aims to ensure it has sufficient liquidity to meet its obligations as they fall due, both under normal and stressed market conditions, without incurring unacceptable losses or reputational harm. The Finance team is responsible for daily monitoring of cash positions, available resources, and projected cash flows to ensure adequate liquidity is maintained at all times.
In line with the Investment Firms Prudential Regime (IFPR), capital adequacy is also closely monitored. The firm seeks to maintain capital levels comfortably above the regulatory minimum, providing an additional margin of safety and supporting confidence in the firm’s ability to manage unexpected losses or periods of stress.
The primary risk categories applicable to InvestEngine (UK) Limited are:
- Conduct and Regulatory Risk – The risk of customer harm, reputational damage, or sanctions arising from inappropriate behaviour or failure to meet legal and regulatory obligations.
- Strategic and Change Risk – The risk of failing to achieve business objectives or to manage change effectively, impacting delivery of the firm’s plan
- Financial, Credit, and Liquidity Risk – Risks associated with the firm’s ability to meet its financial obligations, exposure to counterparties, and maintaining sufficient liquidity and capital.
- Operational and Technology Risk – The risk of business disruption or loss due to failed processes, systems, third-party dependencies, or cyber threats.
- Resilience and CASS Risk – The risk of operational failure during external or internal disruption, and failure to safeguard client assets in line with CASS rules.
- People and Product Risk – Risks related to having insufficient capability or capacity within the workforce, or offering products that do not meet client needs, target markets, or fair value expectations.
- Market Risk – The potential for financial loss due to market movements such as interest rates or asset prices.
These risks are actively monitored and managed through the firm’s risk framework, policies, and controls to ensure harm is minimised and strategic objectives are met.
Own Funds
InvestEngine (UK) Limited’s own funds are composed entirely of Common Equity Tier 1 (CET1) capital. The firm maintains full compliance with all externally imposed capital requirements as outlined in the ICARA framework.
The tables below are derived from InvestEngine’s Report and Financial Statements.
| Table 1: Composition of regulatory own funds - 31 March 2023 | |||
| Item | £'000 | Source based on reference numbers/letters of the balance sheet in the audited financial statements | |
| 1 | OWN FUNDS | 4,330 | |
| 2 | TIER 1 CAPITAL | 4,330 | |
| 3 | COMMON EQUITY TIER 1 CAPITAL | 4,330 | |
| 4 | Fully paid-up capital instruments | 31,500 | |
| 5 | Share premium | - | |
| 6 | Retained earnings | -27,131 | Profit and loss account |
| 7 | Accumulated other comprehensive income | - | |
| 8 | Other reserves | 1,593 | |
| 9 | Adjustments to CET1 due to prudential filters | - | |
| 10 | Other funds | - | |
| 11 | (-) TOTAL DEDUCTIONS FROM COMMON EQUITY TIER 1 | -1,632 | Note 11, Note 13 |
| 19 | CET1: Other capital elements, deductions and adjustments | -1,632 | |
| 20 | ADDITIONAL TIER 1 CAPITAL | - | |
| 21 | Fully paid up, directly issued capital instruments | - | |
| 22 | Share premium | - | |
| 23 | (-) TOTAL DEDUCTIONS FROM ADDITIONAL TIER 1 | - | |
| 24 | Additional Tier 1: Other capital elements, deductions and adjustments | - | |
| 25 | TIER 2 CAPITAL | - | |
| 26 | Fully paid up, directly issued capital instruments | - | |
| 27 | Share premium | - | |
| 28 | (-) TOTAL DEDUCTIONS FROM ADDITIONAL TIER 2 | - | |
| 29 | Tier 2: Other capital elements, deductions and adjustments | - | |
Regulatory own funds to balance sheet in the audited financial statements as at period end.
| Table 2 : Own funds: reconciliation of regulatory own funds to balance sheet in the audited financial statements | |||
| Balance sheet per audited financial statements | £'000 | Cross reference to Table 1 | |
| Assets - Breakdown by asset classes according to the balance sheet in the audited financial statements | |||
| 1 | Intangible assets | 1,632 | Item 11 |
| 2 | Tangible assets | 52 | |
| 3 | Investments | - | Item 11 |
| 4 | Debtors | 1,290 | |
| 5 | Cash at bank and in hand | 3,798 | |
| Total Assets | 6,772 | ||
| Liabilities - Breakdown by liability classes according to the balance sheet in the audited financial statements | |||
| 7 | Creditors: Amounts falling due within one year | -810 | |
| Total Liabilities | -810 | ||
| Shareholders' Equity | |||
| 8 | Called up share capital | 31,500 | Item 4 |
| 9 | Capital contribution | 1,593 | Item 8 |
| 10 | Profit and loss account | -27,131 | Item 6 |
| Total Shareholder's equity | 5,962 | ||
Main features of own instruments issued by InvestEngine (UK) Ltd
- Share capital consists of fully paid “A” shares of £1 each, with 31,500,000 shares in issuance as at period end.
- 100% of called up share capital is owned by the immediate parent company, InvestEngine (Holdings) Ltd.
- CET 1 comprises Shareholder’s equity less deductions for Intangible assets and Investments.
Own Funds Requirement
As required in MIFIDPRU 4.3, the firm’s own funds requirement must be the highest of:
- its permanent minimum capital requirement under MIFIDPRU 4.4 (£150,000);
- its fixed overheads requirement under MIFIDPRU 4.5; or
- its K-factor requirement under MIFIDPRU 4.6.
| Table 3: Own Funds Requirements | |
| £’000 | |
| Permanent Minimum Requirement (PMR) | 150 |
| Fixed Overheads Requirement (FOR) | 2,707 |
| K-Factors | |
| Sum of the K-AUM requirement, the K-CMH requirement and the K-ASA requirement | 464 |
| Sum of the K-COH requirement and the K-DTF requirment | 5 |
| Sum of the K-NPR requirement, the K-CMG requirement, the K-TCD requirement and the K-CON requirement | - |
| K-Factor Requirement (KFR) | 469 |
| Own Funds Requirement (higher of FOR, PMR and KFR) | 2,707 |
Ongoing Financial Resources (OFR), OFAR and ICARA Process
InvestEngine (UK) Limited maintains adequate financial and liquid resources in line with its obligations under the Investment Firms Prudential Regime (IFPR). This includes meeting the Ongoing Financial Resources (OFR) requirements set out in MIFIDPRU, which ensure the firm holds minimum levels of capital and liquidity based on its activity and size.
Beyond the OFR, the firm also complies with the Overall Financial Adequacy Rule (OFAR) under MIFIDPRU 7.4.7R. This requires the firm to hold sufficient own funds and liquid assets — in both amount and quality, to:
- Remain financially viable throughout the economic cycle; and
- Wind down in an orderly manner, minimising harm to clients and the wider market.
The firm assesses and documents its compliance with both OFR and OFAR through its Internal Capital Adequacy and Risk Assessment (ICARA) process. This includes:
- Evaluating capital and liquidity needs to support ongoing business operations and mitigate material risks
- Stress testing under a range of adverse scenarios;
- Determining the resources required to execute an orderly wind-down; and
- Identifying triggers, mitigants, and recovery options to preserve financial stability.
The ICARA is reviewed and approved by the Board at least annually or more frequently if material changes occur. Ongoing compliance with OFR and OFAR is monitored throughout the year, with regular oversight from senior management and the Board.
This integrated approach ensures the firm maintains robust financial resilience and is able to meet both its business and regulatory obligations at all times.
Remuneration Policy & Approach
InvestEngine (UK) Limited maintains a formal Remuneration Policy aligned with the FCA’s MIFIDPRU Remuneration Code. The policy is proportionate to the firm’s size, structure, and the nature and complexity of its activities, and is designed to support long-term value creation, sound risk management, and good customer outcomes. The policy is reviewed annually and approved by the Board.
Approach to Remuneration for All Staff
The firm's remuneration framework is underpinned by the principles of fairness, transparency, and alignment with strategic and regulatory objectives. It aims to attract and retain high-calibre staff, while discouraging excessive risk-taking.
- Fixed remuneration forms the core component of total pay and reflects the role, responsibilities, experience, and market benchmarks.
- Variable remuneration is discretionary and awarded based on a balanced assessment of performance. It is generally modest and awarded only where financial and non-financial criteria have been met.
- Performance criteria include a combination of firm-wide results (e.g. growth, efficiency, compliance with regulatory obligations), business unit performance, and individual contributions — including behaviour, conduct, and delivery against personal objectives.
- Eligible staff for variable pay include those in senior leadership, investment oversight, operations, and business-critical roles. There are no sales-based bonuses or commission structures.
- Objectives of financial incentives are to encourage sustained performance, regulatory compliance, effective collaboration, and customer-centric behaviour.
Decision-Making Procedures and Governance
The Remuneration Committee meets at least twice a year and oversees the development, implementation, and ongoing monitoring of remuneration policies and decisions.
- The Committee includes both executive and non-executive directors and operates under defined terms of reference.
- It ensures alignment between pay, risk appetite, and regulatory obligations and considers input from Compliance, Risk, and other control functions.
- Decisions on variable remuneration are informed by a holistic performance review, including behavioural and conduct indicators.
- No external consultants were used in the development of the current policy.
Key Characteristics of Remuneration Policies and Practices
- The firm has a relatively low-risk business model, focused on discretionary and DIY investment services in diversified portfolios. The risk of excessive risk-taking through remuneration is inherently limited.
- Components of remuneration:
- Fixed: Base salary, benefits, and pension contributions.
- Variable: Discretionary bonus (where applicable).
- Performance assessment includes:
- Firm level: Operational, client outcomes, regulatory compliance, and financial sustainability.
- Business unit level: Achievement of project goals, efficiency improvements, and collaborative delivery.
- Individual level: Professional development, conduct, contribution to firm culture, and role-specific objectives.
- Risk adjustment framework:
- Variable remuneration is subject to malus and clawback provisions where misconduct, regulatory breaches, or material risk failures are identified.
- The firm retains discretion to reduce or reclaim awards where appropriate to protect the business or customers.
- Guaranteed variable remuneration is not offered.
- Severance pay is limited and determined on a case-by-case basis, in line with employment law and contractual obligations. It is not used to reward failure and remains subject to malus where applicable.
Additional Considerations
- The firm reviews its Remuneration Policy at least annually, or more frequently if there are material changes in the business, regulatory requirements, or market conditions.
- The policy is approved by the Board.
Quantitative Remuneration Disclosures
Below are the remuneration details at the period end.
- InvestEngine identified 9 employees as Material Risk Takers (MRTs).
- 'Senior Management' refers to those who were members of the InvestEngine Board during the period.
- 'Other Material Risk Takers' refers to MRTs who were not members of the Board during the period but are part of the Senior Management Team, holding key roles that significantly influence the firm's risk exposure.
| Table 4: Aggregate remuneration expenditure for the financial period end. | |||
| Senior Management | Other Material Risk Takers | Other Staff | |
| Number | 5 | 4 | 33 |
| Aggregate fixed remuneration (£’000) | 516 | 542 | 1,461 |
| Aggregate variable remuneration (£’000) | 689 | 231 | 76 |
| Aggregate total remuneration (£’000) | 1205 | 773 | 1537 |
No guaranteed variable remuneration awards or severance payments were made to MRTs during the financial period.
Board Members and other Senior Management Function holders:
| Name | SMF Role | Board Member/Invitee |
|---|---|---|
| Simon Ramsey Strasser Crookall | SMF3 Executive Director | Member |
| Jeanette Marie Cook | SMF3 Executive Director SMF16 Compliance Oversight | Member |
| Andrey Dobrynin | SMF1 Chief Executive SMF3 Executive Director | Member |
| Marianne Oliver | SMF3 Executive Director | Member |
| Marc Laurent Wynne de Gentile-Williams | SMF3 Executive Director | Member |
| Craig Broom | SMF17 Money Laundering Reporting Officer (MLRO) | Invitee |
Diversity Policy on the Management Body
In line with MIFIDPRU 8.3.1, the firm maintains a policy to promote diversity on the management body, aiming to ensure a mix of gender, professional backgrounds, and perspectives that support effective decision-making and governance.
The firm has met its current diversity objectives in terms of both gender and professional representation. Further enhancement is expected through the appointment of a Non-Executive Director (NED) expected to be in Q4 2025, which will continue to strengthen the breadth of experience and perspectives on the board.
The firm remains committed to maintaining and evolving its inclusive approach through ongoing succession planning and fair recruitment practices.
Assessment of Risk Management Effectiveness
The firm regularly assesses the effectiveness of its risk management processes through a combination of internal reviews, governance oversight, and independent assurance. This includes regular reporting to the Risk Committee and Board, where key risks, controls, and emerging threats are reviewed against the firm’s risk appetite.
Effectiveness is further evaluated through compliance monitoring activities, as well as periodic reviews of the firm’s risk framework, policies, and risk registers. Lessons learned from incidents, and thematic reviews are used to refine processes and strengthen controls. This ensures that risk management remains proportionate, responsive, and aligned with the firm’s business model and regulatory obligations.