Prudential Disclosures

1 Introduction

1.1 Background

iCON Infrastructure LLP (“iCON” or “the Firm”) is a non-SNI MIFIDPRU investment firm. iCON was established in 2011 as a limited liability partnership and is regulated by the FCA as a UK investment advisor.

The iCON group is comprised of specialist infrastructure investment professionals based in London, with offices in Germany and France. 

iCON Infrastructure North America Inc. (“iCON NA”) is a wholly owned subsidiary of iCON and is a sub-advisor to iCON, based in Toronto with a branch in New York.  iCON NA is regulated by the SEC as a Registered Investment Adviser. 

This document sets out the Investment Firm Prudential Regime (“IFPR”) disclosures for the Firm in accordance with the FCA Prudential Sourcebook for Investment Firms chapter 8 (“MIFIDPRU 8”). This includes transitional provisions relating to disclosures as outlined in MIFIRDPRU TP12.

1.2 Scope of application

iCON, as the individual MIFIDPRU Investment Firm, meets the level of application as defined in MIFIDPRU 8.1.7.

1.3 Disclosure policy

The disclosures are as at 31 March 2023 (the “Reference Date”) in line with the last set of published financial statements for the Firm.

1.3.1 Frequency and means of disclosure

These prudential disclosures are published annually, via the Firm’s external website ( The frequency of disclosure will be assessed if there is a material change in the nature or scale of either the individual entity or the iCON group’s activities.

1.3.2 Verification

These IFPR disclosures have been approved by iCON’s Management Board (“the Management Board”), the governing body of the Firm and are not subject to audit, except where they are prepared under accounting requirements for publication in the Firm’s financial statements.

2 Governance

2.1 iCON Management Board

The Management Board is responsible for the oversight and management of the Firm. This includes managing the various risks faced by the Firm and shaping the culture within the Firm.

iCON has a clear organisational structure with well-defined lines of responsibility. The Firm has effective processes to identify, manage, monitor and report the risks the Firm:

  1. is or might be exposed to, or
  2. poses or might pose to others,

and adequate internal control mechanisms, including sound administration and accounting procedures.

2.1.1 Risk governance

iCON has established, implemented and maintains risk management policies and procedures which identify the risks relating to the Firm’s activities, processes and systems, and where appropriate, set the level of risk tolerated by the Firm. iCON has adopted effective arrangements, processes and mechanisms to manage the risks relating to the Firm’s activities, processes and systems in light of that level of risk tolerance.  The Firm is risk adverse and has a low risk tolerance.

Due to the nature, size and complexity of the Firm, iCON does not have an independent risk management function. The compliance risk management function is administered by the Compliance Officer who reports to the Management Board.  Further, the Management Board is heavily involved in the day-to-day running of the business and the Firm’s management are therefore generally aware of risk issues as and when they arise. 

2.1.2 Directorships held

The total number of executive and non-executive directorships held by members of the Management Board as at 31 March 2023 are set out below.

Management Board memberPositionNumber of Directorships
Paul MalanSenior Partner10
Daniel AgostinoManaging Partner7
Iain MacleodManaging Partner14
Deryk KingManaging Partner1

Directorships held within the iCON group are counted as a single directorship and those in non-commercial organisations are excluded.

2.2 Adequacy of risk management arrangements

As at the Reference Date, the Management Board considered that it had in place adequate and appropriate systems and controls with regard to the Firm’s strategy and that the Firm is properly resourced and skilled to avoid or minimise losses that may arise from time to time.

2.3 Diversity & Inclusion

The Firm fosters an inclusive, equal and respectful work environment in which diversity is encouraged.  These principles have been incorporated into iCON’s ‘Working at iCON’ internal culture statement developed in 2022, extracts of which are contained on the Firm’s website.

In September 2022 iCON hired a dedicated Head of Human Resources. In conjunction with the Management Board, iCON’s Human Resources team are working to advance the Firm’s strategic approach to diversity and inclusion within the framework articulated in the ‘Working at iCON’ document, in a way that is consistent with the Firm’s commitment to being a meritocracy.

3 Capital Adequacy

The Firm is required to maintain sufficient capital resources at all times. ‘Own funds’ describes the available capital resources of the Firm while ‘own funds requirement’ describes the capital required as a result of the business activities of the Firm.

A detailed breakdown of own funds, a reconciliation of own funds to the Firm’s audited balance sheet and a description of the main features of the capital instruments held by the Firm are presented in the Appendix.

3.1 Own funds

The table below shows the Tier 1 capital held by the Firm as at 31 March 2023.

Own funds£’000s
Ordinary Share Capital1,047
CET 1 Capital1,047
Subordinated Loan0
Tier 2 Capital0

4 Own Funds Requirements

The Firm’s own funds requirement is calculated in accordance with MIFIDPRU 4.3, which states that the Firm’s own funds requirement is the highest of:

  • its permanent minimum capital requirement under MIFIDPRU 4.4;
  • its fixed overheads requirement under MIFIDPRU 4.5; or
  • its K-factor requirement under MIFIDPRU 4.6.

A summary of these requirements is shown within the table below.

As at 31 March 2023£’000s
Permanent minimum requirement (PMR)55
Fixed overhead requirement (FOR)486
K-factor requirement (K-AUM)60
Own Funds Requirement (maximum of PMR, FOR and K-Factor requirement)486

4.1 Assessing the adequacy of own funds

The Firm assesses the adequacy of its own funds in accordance with the prescribed permanent minimum capital, fixed overheads and applicable K-factor requirements. In addition, the Firm undertakes an assessment of own funds requirements by considering:

  1. the material risks associated with the Firm’s ongoing business operations; and
  2. capital  required to facilitate an orderly wind-down of the business.

Own funds requirement is formally reviewed, challenged and approved by the Management Board.

The Firm has assessed its additional own funds requirements using the transitional provisions under MIFIDPRU10 and will in future disclose its own funds requirements using the Internal Capital Adequacy and Risk Assessment process described under MIFIDPRU 7. The Firm has at all times met its own fund requirements.

5 Remuneration

5.1 Remuneration Committee

The Firm is only subject to the standard remuneration requirements as per SYSC 19G.1.1 and as such is not required to establish a Remuneration Committee.  The Management Board has responsibility for setting, reviewing and ratifying compensation arrangements at the Firm. 

5.2 Remuneration Policy

The Management Board has approved a Remuneration Policy for all staff including in respect of Material Risk Takers (“MRT’s”). It ensures that remuneration is aligned to the Firm’s business objectives, values, risk appetite, regulatory compliance and long-term sustainable success in order to support a high-performance culture and drive appropriate behaviours.

The Firm’s Remuneration Policy, which is reviewed annually, is designed to adhere to regulatory and legislative principles and aims to drive an appropriate risk-based culture within the firm.

5.3 Link between remuneration and performance

The Firm sets its base level of compensation at a sufficient level to allow for a fully flexible approach to be taken to the possibility of awarding (or not awarding) an annual discretionary bonus.  The payment of a bonus is entirely at iCON’s discretion and will depend on both the financial position of the Firm and the relevant individual’s performance for that year (as determined in an annual performance review).  Performance is assessed against the objectives set for the relevant staff member for the financial year in question and can include an assessment of the conduct of that individual (for example, failure to comply with compliance policies).  Individual objectives include a mix of financial criteria (such as deals originated and successful investee company development) and non-financial criteria (including training, conduct and personal development).

5.4 Fixed and variable remuneration

Fixed compensation is set at the time of hiring and is composed of cash in the form of regular partnership drawings (for partners in the Firm, subject to the availability of Firm profits) or a salary (for employees). 

Variable compensation can take the form of one or more of (i) cash (ii) awards of carried interest that are not considered as variable remuneration pursuant to SYSC 19G.1.27 and (iii) cash awards from a crystallised carried interest pool.  Cash bonuses are awarded on an annual basis, following an annual appraisal and are subject to Management Board discretion. Carried interest awards and cash awards from a crystallised carried interest pool are generally awarded within a short time after the closing of a new fund and the realisation of carried interest respectively.  Carried interest awards are based on seniority and expected level of contribution to the relevant iCON advised fund’s investment outcome. 

5.5 MRT remuneration

The table below sets out the aggregate remuneration for MRT’s. Fixed compensation includes base salary. Variable compensation includes cash bonuses in respect of performance during the year and the grant date fair value of any other discretionary awards granted in respect of the financial year.

For the year ended 31 March 2023 – aggregate fixed & variable remunerationSenior management
Other MRT’s
Other staff
Fixed compensation1,5983,8274,405
Variable compensation2,7256,1675,252
– Cash2,7256,1675,252
– Non cash000
Number of MRT’s
Senior management7
Other MRT’s9

5.6 Sign-on and severance payments

During the year ended 31 March 2023, guaranteed variable remuneration was awarded to one MRT.  However, in accordance with MIFIDPRU 8.6.8 (7) the details of this award will not be disclosed as it would lead to the disclosure of information about an identifiable individual MRT.   


Composition of regulatory own funds as at 31 March 2023
ItemAmount £’000sSource based on reference numbers / letters of the balance sheet in the audited financial statements
Own funds1,047 
Tier 1 capital1,047 
Common equity Tier 1 capital1,047 
Fully paid-up capital instruments1,047  Audited balance sheet figure
Share premium  
Retained earnings  
Accumulated other comprehensive income  
Other reserves  
Adjustments to CET1 due to prudential filters  
Other funds  
(-) Total deductions from common equity Tier 1  
CET1: Other capital elements, deductions & adjustments  
Additional Tier 1 capital  
Fully paid up, directly issued capital instruments  
Share premium  
(-) Total deductions from additional Tier 1  
Additional Tier 1: Other capital elements, deductions & adjustments  
Tier 2 Capital  
Fully paid up, directly issued capital instruments  
Share premium  
(-) Total deductions from Tier 2  
Tier 2: Other capital elements, deductions & adjustments  
Own funds: reconciliation of regulatory own funds to balance sheet in the audited financial statements
Balance sheet as in published / audited financial statements
 As at period end (£’000s)
Under regulatory scope of consolidation
As at period end (£’000s)
Fixed – Tangible Assets432442
Fixed – Investments1,5741,573
Current – Debtors19,94531,707
Current – Cash22,55410,554
Total Assets44,50444,276
Current – Creditors15,13722,823
Total Liabilities15,13722,823
Members’ Equity  
Members’ capital classified as equity1,0471,047
Loans & other debts due to members within one year28,32020,406
Total Members’ Interest29,36821,453

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