Ownership Structure
Overview
Within the Investcorp group of companies, Investcorp is the principal parent entity and owns a 100% economic interest in Investcorp Holdings Limited (‘IHL’). In turn, IHL owns a 100% economic interest in Investcorp S.A. (‘ISA’). The significant subsidiaries of Investcorp are discussed in Note 1 (iv) to the consolidated financial statements of Investcorp as at June 30, 2022. Investcorp’s ownership and subsidiary structure is designed to ensure that:
- the interests of Investcorp’s strategic shareholder group, comprised of certain Investcorp directors, prominent Gulf individuals and institutional shareholders, together with other shareholders, are closely aligned with those of management; and
- Investcorp effectively operates as a management-controlled entity.
Substantially all of the Investcorp Group’s assets and operations are owned and controlled by ISA and as a result, substantially all of the Investcorp Group’s commercial risks are held outside of the Middle East.
Corporate Governance
Overview
Investcorp views corporate governance as the manner in which members of the Board of Directors, shareholders, investors, management and employees of Investcorp are organized and how they operate in practice. Good corporate governance involves keeping business practice above reproach and thus retaining the trust and confidence of all the stakeholders who enable Investcorp to operate, thrive and prosper.
Investcorp makes large investments in mostly illiquid asset classes such as corporate and real estate investments. Through its regulated subsidiaries in the various jurisdictions where it operates, it places a large proportion of these investments with clients and retains a portion for its own balance sheet. These investment activities operate with above-average risk levels and have led to the development of a comprehensive risk management infrastructure and strong corporate governance over the past 40 years. Investcorp’s corporate governance practices have been structured around the following three principles:
- Alignment of interests among shareholders, clients and management combined with protection of lenders’ interests.
- Transparency of reporting and actions plus proactive risk control.
- Collective decision-making.
Board of Directors
Under the Articles of Association of Investcorp the Board of Directors consists of not less than five and not more than 15 Directors, and the number of Directors is determined by shareholder resolution. As at June 30, 2022 the total number of Directors appointed to Investcorp’s Board of Directors was 14.
The Board of Directors has established three Standing Committees, namely, the Audit and Risk Committee, the Corporate Governance Committee and the Nomination and Remuneration Committee.
The Directors’ names, years of service on the Board of Directors, other directorships held by them, attendance of Board of Directors and Standing Committee meetings held during Fiscal Year 2022 and the aggregate remuneration proposed to be paid to the Directors in respect of Fiscal Year 2022 are reported in the Fiscal Year 2022 Corporate Governance Report.
Regulation
As at August 31, 2023 the Investcorp Group has 29 regulated entities as follows:
Europe & UK:
Investcorp Securities Limited (“ISL”): Arranges and sources European-based private equity and real estate investments and manages collective investment undertakings as a small authorized UK Alternative Investment Fund Manager. Also acts as Delegated Portfolio Manager or Investment Adviser to certain Investcorp Group funds and is registered with and regulated by the FCA in the UK as a MIFIDPRU investment firm. Additionally registered with the SEC in the US as an Exempt Reporting Adviser.
Investcorp Credit Management EU Limited (“ICMEU”): Provides portfolio management services to Collateralized Loan Obligation issuer vehicles and other funds which invest in senior secured loans. Registered with and regulated by the FCA in the UK as a MIFIDPRU investment firm and has also been deemed an Exempt Reporting Adviser with the SEC in the US.
Investcorp Malta Limited (“IML”): Operating as a Tied Agent under the MiFiD license of Mirabella Malta Advisers Limited.
GCC
Investcorp Financial Services B.S.C. (c) (“IFS”): Licensed and regulated by the CBB as a category 1 investment business firm to (i) arrange deals in financial instruments, (ii) manage financial instruments, (iii) advise on financial instruments and (iv) operate collective investment undertakings in Bahrain.
Investcorp – Doha Representative Office (“IDRO”): Licensed by the Qatar Financial Centre Regulatory Authority (“QFCRA”) to carry out the regulated activities of Operating a Representative Office in the Qatar Financial Centre.
Investcorp Saudi Arabia Financial Investments Co. (“ISAFIC”): Licensed by the CMA in Saudi Arabia to carry on arranging, advising, providing custody services, managing investments and operating funds as well as to market the Investcorp Group’s investment products in Saudi Arabia.
Investcorp (Abu Dhabi) Limited (“IADL”): Registered in the ADGM and regulated by the FSRA in the UAE to conduct the Regulated Activities of (i) Managing Assets, (ii) Managing a Collective Investment Fund, (iii) Advising on Investments or Credit, (iv) Arranging Deals in Investments and (v) Sharia Compliant Regulated Activities.
United States
Marble Point Credit Management LLC (“MPCM”): Registered with and regulated by the SEC in the US as an Investment Adviser.
Investcorp Credit Management US LLC (“ICMUS”): Registered with and regulated by the SEC in the US as an Investment Adviser.
Investcorp Investment Solutions LLC (“IIS”): Registered with and regulated by the SEC in the US as an Investment Adviser.
N.A. Investcorp LLC (“NAILLC”): Registered with and regulated by the SEC and FINRA in the US as a Broker-dealer, which is used as a placement agent (marketing), and for investment banking fees on NAPE transactions.
Investcorp Investment Advisers LLC (“IIALLC”): Registered with and regulated by the SEC in the US as an Investment Adviser.
CM Investment Partners LLC (“CMIP”): Registered with and regulated by the SEC as an Investment Adviser to Investcorp Credit Management BDC, Inc., a closed-end, externally managed, non-diversified management investment company that is listed on the Nasdaq Global Select Market and to Investcorp US Institutional Private Credit Fund a closed-end, externally managed, non-diversified private non-traded business development company.
Marble Point CLO Management LLC: Currently Relying Adviser to MPCLLC.
MP CLO Management LLC: Currently Relying Adviser to MPCLLC.
Asia
Investcorp Japan LLC: Incorporated in the US and registered with the JFSA in Japan as a “Financial Instruments Business Operator” engaging in “Type II Financial Instruments” business.
Investcorp Asia Financial Services Private Limited (“IAFSL”): Licensed Fund Management Company and holder of a Capital Markets Services License under the oversight of the Monetary Authority of Singapore to conduct the regulated activities of Fund Management and Dealing in Capital Markets Products (Collective Investment Schemes).
Investcorp India Asset Managers Private Limited (“IIAMPL”): Approved by the Securities and Exchange Board of India (“SEBI”) to act as the investment manager to certain investment funds that are registered with SEBI as Alternative Investment Funds.
Investcorp Investment Managers LLP (“IIMLLP”): Registered as a Fund Management Entity (Non-Retail) with the International Financial Services Centres Authority (“IFSCA”) in GIFT City, in Gujarat, India to act as the investment manager to investment funds that are registered with IFSCA as Alternative Investment Funds.
Cayman Islands
Investcorp Investment Advisers Limited (“IIAL”): Registered with and regulated by CIMA in the Cayman Islands.
Investcorp Corporate Services Limited (“ICSL”): Licensed and registered by CIMA in the Cayman Islands in connection with performance of investment related services for fund-type entities. Previously known as Investcorp Management Services Limited.
Investcorp Management Holdings, L.P. (“IMHLP”): Registered and regulated to provide advisory services to Investcorp products and accordingly holds a registration with CIMA in the Cayman Islands as a registered person under the Securities Investment Business Act (“SIBA”).
Investcorp Fund Management Services Limited (“IFMSL”): Provides fund management services to a number of Investcorp products and accordingly holds a registration with the CIMA in the Cayman Islands as a registered person under SIBA.
Investcorp Asset Advisory Services Limited (“IAASL”): Regulated and registered by the CIMA in the Cayman Islands in connection with performance of investment related services for non-fund type entities.
ICM Nominees Holding Limited: Provides nominee services to the Investcorp’s credit management business and holds a registration with the CIMA in the Cayman Islands as a registered person under SIBA.
Mercury Capital
Mercury Capital Advisors Unipessoal Lda.: Operating as a Tied Agent under the MiFiD license of Carne Global Financial Services (Europe), Empresa de Investimento, S.A.
Mercury Capital Advisors, LLC: Registered with and regulated by the SEC and FINRA in the US as a Broker-dealer which is used as a placement agent (marketing).
Mercury Capital Advisors, LLP: Registered with and regulated by the FCA in the UK as an Authorized Investment Manager.
Mercury Capital Advisors, LLP (DIFC Branch): Regulated by the DFSA in Dubai and holds a Prudential Category 4 license (arranging Deals in Investments.)
Shareholder Information
Documents
- Responsible Investment Policy
- Investcorp Holdings BSC (c) Corporate Governance Guidelines
- Investcorp Financial Services Corporate Governance Guidelines
- 2022 Corporate Governance Report
- 2021 Corporate Governance Report
- 2020 Corporate Governance Report
- 2019 Corporate Governance Report
- 2018 Corporate Governance Report
- 2017 Corporate Governance Report
- 2016 Corporate Governance Report