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, 2021.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. 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 39 years. Investcorp’s corporate governance practices have been structured around the following three principles:

  1. Alignment of interests among shareholders, clients and management combined with protection of lenders’ interests;
  2. Transparency of reporting and actions plus proactive risk control; and
  3. 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, 2021 the total number of Directors appointed to Investcorp’s Board of Directors was 15. 

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 2021 and the aggregate remuneration proposed to be paid to the Directors in respect of Fiscal Year 2021 are reported in the Fiscal Year 2021 Corporate Governance Report.

Regulation

As at June 30, 2021 the Investcorp Group has 20 principal regulated entities as follows:

Investcorp Financial Services B.S.C. (c) is licensed and regulated by the Central Bank of Bahrain 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 Securities Limited (“ISL”) acts as an arranger of corporate finance and real estate transactions and manages collective investment undertakings as a small authorized UK Alternative Investment Fund Manager. ISL is registered with and regulated by the UK Financial Conduct Authority (the ‘FCA’) as an IFPRU 50K limited license firm. In the U.S., ISL is also registered with the US Securities and Exchange Commission (the ‘SEC’) as an Investment 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. ICMEU is also registered with and regulated by the FCA as an IFPRU 50K limited license firm in the UK. In the US, ICMEU has also been deemed an Exempt Reporting Adviser with the SEC.

N.A. Investcorp LLC is registered with and regulated by the SEC and the US Financial Industry Regulatory Authority (‘FINRA’) as a broker-dealer.

Investcorp Credit Management US LLC is registered with and regulated by the SEC as an investment adviser.

Investcorp Investment Advisers LLC is registered with and regulated by the SEC as an investment adviser.

Investcorp Investment Advisers Limited is registered with and regulated by the SEC as an investment adviser, and is registered and regulated by the Cayman Islands Monetary Authority (‘CIMA’).

Investcorp Investment Solutions LLC is registered with and regulated by the SEC as an investment adviser.

Investcorp Management Services Limited is registered with and regulated by CIMA in connection with the performance of investment-related services.

Investcorp Management Holdings, L.P. provides fund management and advisory services to a number of Investcorp products and accordingly holds a registration with CIMA as a registered person under the Securities Investment Business Law.

Investcorp Nominee Holder Limited provides nominee services to a specific client segment that invests in the absolute return products of Investcorp-Tages Limited and holds a registration with CIMA as a registered person under the Securities Investment Business Law.

Investcorp Saudi Arabia Financial Investments Co. is licensed by the Capital Market Authority (‘CMA’) to carry on arranging, advising, managing and providing custody services and to market the Investcorp Group’s investment products in Saudi Arabia.

Investcorp Investments LLC is licensed by the Qatar Financial Centre Regulatory Authority to market the Investcorp Group’s investment products in and from the Qatar Financial Centre.

Investcorp Asia Financial Services Private Limited (‘IAFSPL’) as at June 30, 2021, IAFSPL was a registered fund management company regulated by the Monetary Authority of Singapore (‘MAS’) to market the Investcorp Group’s investment products and provide asset management services in Singapore. Effective July 29, 2021, IAFSPL was approved to conduct expanded activities as a Licensed Fund Management Company (‘LFMC’) and holder of a Capital Markets Services (‘CMS’) License under MAS oversight.

Investcorp India Asset Managers Private Limited is 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 (‘AIFs’).

CM Investment Partners LLC is registered with and regulated by the SEC as an investment advisor.

Mercury Capital Advisors, LLC is registered with and regulated by the SEC and the FINRA as a broker-dealer.

Mercury Capital Advisors, LLP is registered with and regulated by the FCA as an authorized investment manager.

Mercury Capital Access, LLC is registered with and regulated by the SEC as investment adviser.

Mercury Capital Advisors Asia, LLC is registered with the Japan Financial Services Agency Kanto Local Finance Bureau as a Financial Instruments Business Operator Engaging in a Type II Financial Instruments Business.

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