CRD DISCLOSURES
Article 96 of Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 (“CRD”) requires institutions to explain on their website how they comply with the requirements of Articles 88 to 96 of CRD. Some of these requirements have been implemented by the Financial Conduct Authority (“FCA”) in the Senior Management Arrangements, Systems and Controls Sourcebooks (“SYSC”) manual of the FCA handbook.
XTX Markets Limited (“XTX”) is regulated by the FCA as an IFPRU 730k limited activity investment firm (FRN: 711945) and has published the following disclosures in accordance with SYSC 4.3A.11. XTX is not a Significant IFPRU Firm.
XTX management body
Sections 4.3A.1 R to 4.3A.7 of SYSC set out the requirements for the management body of a firm. This includes requirements relating to the management body’s role, its chairman, its members, the induction and training of its members and the number of directorships its members may hold.
XTX’s management body is comprised of the XTX Board of directors (the “XTX Board”). The XTX Board is empowered to set XTX’s strategy, objectives and overall direction, oversee and monitor management decision-making, and includes the persons who effectively direct XTX’s business.
Responsibility of the XTX Board
The XTX Board has overall responsibility for XTX and is responsible for overseeing XTX’s strategic objectives. The XTX Board manages XTX’s risk by monitoring XTX’s risk appetite and risk mitigants and approves and oversees the firm’s risk strategy. The XTX Board is responsible for ensuring the integrity of XTX’s accounting and financial reporting systems as well as overseeing XTX’s compliance with applicable regulatory obligations and legal requirements.
All decision-making within XTX derives from the powers of the XTX Board and the XTX Board is therefore ultimately responsible for all decision-making within XTX. The XTX Board oversees the actions of XTX’s senior management and directs their objectives and strategic priorities. The XTX Board regularly assesses the effectiveness of XTX’s governance arrangements and for ensuring there is an effective process for disclosures and communications. It has ultimate responsibility for XTX’s decision-making, policies and procedures and will take any appropriate steps to address any identified deficiencies.
Composition of the XTX Board
The XTX Board is comprised of two executive directors and two non-executive directors. The directors bring a balance of skills, knowledge and experience, as set out in more detail below. The non-executive directors combine broad experience with independent and objective judgement and provide independent challenge to the executive directors. The directors are:
Executive Directors:
Alex Gerko (IRN: AXG01876): Alex Gerko is the founder and co-CEO of XTX and has over 10 years’ experience in trading, starting in equity trading at Deutsche Bank, FX trading strategies at Deutsche Bank, and most recently, six years of heading up market making at GSA Capital Partners LLP (FRN: 409768) until July 2015. Alex holds a PhD in Mathematics from Moscow State University.
Zar Amrolia (IRN: ZJA01001): Zar Amrolia, co-CEO, has over 25 years’ experience in the investment banking industry. Zar was at Deutsche Bank for the last 10 years as Global Head of FX and more recently as Head of FICC. Prior to this he was a Partner and Managing Director of Goldman Sachs. He was the first Chairman of the AFME FX Division and has sat on the Bank of England JSC and also the NY Fed FXC. Zar holds a PhD in Mathematics from Oxford University.
David Ireland (IRN: DXI27855): David Ireland, CFO, has over 25 years’ experience spanning roles in a number of accounting and financial services firms. Most recently David was CFO for three years at NEX Optimisation, and prior to this he held leadership positions within Group Finance at CME Group and ICAP plc. David is a chartered accountant (ACA, FCA) and holds a BA in Mathematics from Cambridge University.
Non-Executive Directors:
Niki Beattie – Chair (IRN: NXB01554): Niki Beattie has considerable experience in the financial services industry, including 14 years at Merrill Lynch where she became Managing Director and Head of Europe, Middle East and Africa Structure. Niki is now CEO of the advisory firm, Market Structure Partners, which provides strategic advice on financial market structure issues. Niki also serves on the FCA’s Regulatory Decisions Committee and ESMA’s Secondary Markets Advisory Committee.
Duncan Paterson (IRN: DXP01814):
Duncan Paterson has considerable experience in the financial services sector with a background that includes senior accounting and consultancy positions at Touche Ross, Cygnet Consultancy Ltd and GH Financials Ltd. As an independent consultant, Duncan has experience of advising a broad range of financial services companies on strategic development, business optimisation and governance. Duncan is a qualified accountant, with an MSc in Accounting and Finance from the London School of Economics and Political Science and is a Fellow of the Institute of Chartered Accountants in England and Wales.
Experience of directors
The directors have considerable sector experience and expertise. Collectively, the directors have a broad range of skills, knowledge and experience to be able to understand XTX’s activities and the main risks to which XTX is exposed.
Each of the directors acts with honesty, integrity and independence of mind in order to oversee the decisions of senior management and to effectively monitor all decision-making within XTX.
Number of directorships
Both executive and non-executive directors are required to commit sufficient time to perform their functions, and are subject to limitations on the number and type of directorships that they may hold in order to ensure that they do not hold more than is appropriate or otherwise permissible.
The directors hold the following number of directorships:
| XTX Board Member | Internal Directorships | External Directorships |
| Niki Beattie (Chairman) | 1 | 4 |
| Zar Amrolia PhD | 1 | 0 |
| Alex Gerko PhD | 1 | 0 |
| David Ireland | 1 | 0 |
| Duncan Paterson | 1 | 2 |
Directorships held within the same group are counted as one directorship, and those in organisations with non-commercial objectives are not counted.
Induction and Training
XTX devotes adequate human and financial resources to the induction and training of the XTX Board, taking into account their experience and expertise.
Other
Article 88(2) of CRD and Section 4.3A.8 R to 4.3A.10 R of SYSC set out the requirements in relation to nominations to the management body. Article 95(1) of CRD and SYSC 19A sets out in requirements in relation to the remuneration committee.
XTX is not a “significant firm” (as defined in Section 1.2.3 of IFPRU) and therefore is not required to have a Nomination Committee or a Remuneration Committee.
However, XTX is committed to ensuring that the XTX Board is comprised of individuals with the requisite skills and experience for the role and promotes diversity in the workplace. Nominations and appointments to the XTX Board is undertaken by the existing members of the XTX Board.
XTX is committed to ensuring that remuneration is in line with XTX’s business strategy objectives and XTX’s long-terms interests and in accordance with XTX’s Remuneration Policy (which complies with the requirements of Article 92 of CRD and SYSC 19A). Decisions over remuneration for all employees (including that of “Remuneration Code staff” (as defined in Section 19A.3.4 of SYSC)) are taken by the applicable Remuneration Group or, where applicable, an individual from senior management, as set out in the XTX Remuneration Policy. Remuneration is structured to promote sound and effective risk management and to dissuade excessive risk-taking.
Country by Country Reporting (Article 89) and Public Disclosure of Return on Net Assets (Article 90) will be made in our audited financial statements from year end 31 December 2016 onwards, being the first set of financial statement filed following our authorisation by the Financial Conduct Authority on 4 July 2016.
Diversity
XTX recognises the importance and benefits of diversity both within business operations and at board level. The search for candidates for the XTX Board will continue to be conducted, and appointments made, with due regard to the benefits of diversity. However, all appointments are ultimately based on merit, measured against objective criteria, and the skills and experience the individual can bring to the XTX Board.
Sections 4.3A.1 R to 4.3A.7 of SYSC set out the requirements for the management body of a firm. This includes requirements relating to the management body’s role, its chairman, its members, the induction and training of its members and the number of directorships its members may hold.
XTX’s management body is comprised of the XTX Board of directors (the “XTX Board”). The XTX Board is empowered to set XTX’s strategy, objectives and overall direction, oversee and monitor management decision-making, and includes the persons who effectively direct XTX’s business.
The XTX Board has overall responsibility for XTX and is responsible for overseeing XTX’s strategic objectives. The XTX Board manages XTX’s risk by monitoring XTX’s risk appetite and risk mitigants and approves and oversees the firm’s risk strategy. The XTX Board is responsible for ensuring the integrity of XTX’s accounting and financial reporting systems as well as overseeing XTX’s compliance with applicable regulatory obligations and legal requirements.
All decision-making within XTX derives from the powers of the XTX Board and the XTX Board is therefore ultimately responsible for all decision-making within XTX. The XTX Board oversees the actions of XTX’s senior management and directs their objectives and strategic priorities. The XTX Board regularly assesses the effectiveness of XTX’s governance arrangements and for ensuring there is an effective process for disclosures and communications. It has ultimate responsibility for XTX’s decision-making, policies and procedures and will take any appropriate steps to address any identified deficiencies.
The XTX Board is comprised of three executive directors and two non-executive directors. The directors bring a balance of skills, knowledge and experience, as set out in more detail below. The non-executive directors combine broad experience with independent and objective judgement and provide independent challenge to the executive directors. The directors are:
Alex Gerko (IRN: AXG01876): Alex Gerko is the founder and co-CEO of XTX and has over 10 years’ experience in trading, starting in equity trading at Deutsche Bank, FX trading strategies at Deutsche Bank, and most recently, six years of heading up market making at GSA Capital Partners LLP (FRN: 409768) until July 2015. Alex holds a PhD in Mathematics from Moscow State University.
Zar Amrolia (IRN: ZJA01001): Zar Amrolia, co-CEO, has over 25 years’ experience in the investment banking industry. Zar was at Deutsche Bank for the last 10 years as Global Head of FX and more recently as Head of FICC. Prior to this he was a Partner and Managing Director of Goldman Sachs. He was the first Chairman of the AFME FX Division and has sat on the Bank of England JSC and also the NY Fed FXC. Zar holds a PhD in Mathematics from Oxford University.
David Ireland (IRN: DXI27855): David Ireland, CFO, has over 25 years’ experience spanning roles in a number of accounting and financial services firms. Most recently David was CFO for three years at NEX Optimisation, and prior to this he held leadership positions within Group Finance at CME Group and ICAP plc. David is a chartered accountant (ACA, FCA) and holds a BA in Mathematics from Cambridge University.
Niki Beattie – Chair (IRN: NXB01554): Niki Beattie has considerable experience in the financial services industry, including 14 years at Merrill Lynch where she became Managing Director and Head of Europe, Middle East and Africa Structure. Niki is now CEO of the advisory firm, Market Structure Partners, which provides strategic advice on financial market structure issues. Niki also serves on the FCA’s Regulatory Decisions Committee and ESMA’s Secondary Markets Advisory Committee.
Duncan Paterson (IRN: DXP01814): Duncan Paterson has considerable experience in the financial services sector with a background that includes senior accounting and consultancy positions at Touche Ross, Cygnet Consultancy Ltd and GH Financials Ltd. As an independent consultant, Duncan has experience of advising a broad range of financial services companies on strategic development, business optimisation and governance. Duncan is a qualified accountant, with an MSc in Accounting and Finance from the London School of Economics and Political Science and is a Fellow of the Institute of Chartered Accountants in England and Wales.
The directors have considerable sector experience and expertise. Collectively, the directors have a broad range of skills, knowledge and experience to be able to understand XTX’s activities and the main risks to which XTX is exposed.
Each of the directors acts with honesty, integrity and independence of mind in order to oversee the decisions of senior management and to effectively monitor all decision-making within XTX.
Both executive and non-executive directors are required to commit sufficient time to perform their functions, and are subject to limitations on the number and type of directorships that they may hold in order to ensure that they do not hold more than is appropriate or otherwise permissible.
The directors hold the following number of directorships:
| XTX Board Member | Internal Directorships | External Directorships |
| Niki Beattie (Chairman) | 1 | 4 |
| Zar Amrolia PhD | 1 | 0 |
| Alex Gerko PhD | 1 | 0 |
| David Ireland | 1 | 0 |
| Duncan Paterson | 1 | 2 |
Directorships held within the same group are counted as one directorship, and those in organisations with non-commercial objectives are not counted.
XTX devotes adequate human and financial resources to the induction and training of the XTX Board, taking into account their experience and expertise.
Article 88(2) of CRD and Section 4.3A.8 R to 4.3A.10 R of SYSC set out the requirements in relation to nominations to the management body. Article 95(1) of CRD and SYSC 19A sets out in requirements in relation to the remuneration committee.
XTX is not a “significant firm” (as defined in Section 1.2.3 of IFPRU) and therefore is not required to have a Nomination Committee or a Remuneration Committee.
However, XTX is committed to ensuring that the XTX Board is comprised of individuals with the requisite skills and experience for the role and promotes diversity in the workplace. Nominations and appointments to the XTX Board is undertaken by the existing members of the XTX Board.
XTX is committed to ensuring that remuneration is in line with XTX’s business strategy objectives and XTX’s long-terms interests and in accordance with XTX’s Remuneration Policy (which complies with the requirements of Article 92 of CRD and SYSC 19A). Decisions over remuneration for all employees (including that of “Remuneration Code staff” (as defined in Section 19A.3.4 of SYSC)) are taken by the applicable Remuneration Group or, where applicable, an individual from senior management, as set out in the XTX Remuneration Policy. Remuneration is structured to promote sound and effective risk management and to dissuade excessive risk-taking.
Country by Country Reporting (Article 89) and Public Disclosure of Return on Net Assets (Article 90) will be made in our audited financial statements from year end 31 December 2016 onwards, being the first set of financial statement filed following our authorisation by the Financial Conduct Authority on 4 July 2016.
XTX recognises the importance and benefits of diversity both within business operations and at board level. The search for candidates for the XTX Board will continue to be conducted, and appointments made, with due regard to the benefits of diversity. However, all appointments are ultimately based on merit, measured against objective criteria, and the skills and experience the individual can bring to the XTX Board.