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.
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 XTX Management Committee’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 (which comprises of the XTX Management Committee – for more detail on which, see below) 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 supervises the conduct and policies of the XTX Management Committee and will hold the XTX Management Committee accountable for its decisions.
The XTX Management Committee is responsible for the day-to-day decision making and management of XTX in accordance with the terms of the delegation of powers from the XTX Board. The XTX Management Committee is responsible for the management of XTX’s operations (including its accounting and financial systems), implementing and operating XTX’s risk strategy and ensuring XTX’s compliance with all applicable laws and regulation. The XTX Management Committee also manages and operates the processes for all of XTX disclosures and communications – both internal and external.
The XTX Board is comprised of two executive directors and one non-executive director. The directors bring a balance of skills, knowledge and experience, as set out in more detail below. The non-executive director combines broad experience with independent and objective judgement and provides an 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.
Tim Kuschill (IRN: TJK01052): Tim Kuschill is the General Counsel of GSA Capital Partners LLP, the quantitative asset manager from which XTX spun out in July 2015. Prior to GSA Capital Partners LLP, Tim was General Counsel and Co-Chief Operating Officer at Marble Bar Asset Management, and Legal Counsel at GLG Partners. Tim qualified as an English solicitor at Clifford Chance in 1996, and holds a BA in Modern History from Oxford University.
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 XTX is exposed to.
Each of the directors acts with honesty, integrity and independence of mind in order to oversee the decisions of the XTX Management Committee 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|
|Zar Amrolia PhD||1||0|
|Alex Gerko PhD||1||0|
Directorships held within the same group are counted as one directorship, and those in organisations with non-commercial objectives are not counted.
Day to day management of XTX’s business is delegated by the XTX Board to the XTX Management Committee. The XTX Board is responsible for the oversight of the XTX Management Committee.
The XTX Management Committee consists of the heads of each of the core functions of the business. This brings balance of skills and expertise to senior management and enables XTX’s day-to-day decision-making to be undertaken effectively and in consideration of the main risks to the business and in compliance with all applicable laws and regulations.
|Chief Executive Officer||Chair||Zar Amrolia|
|Chief Executive Officer||Alex Gerko|
|Chief Operating Officer||Mike Irwin|
|Chief Financial Officer||James Bowler|
|Chief Compliance Officer||Bernard Denis|
|Head of Business Development||Andonis Sakatis|
|Head of IT Infrastructure||Oli John|
|Head of Core Technology||Mike Williamson|
|Head of Operational Risk||Andrew Brand|
|Legal Counsel||Sunil Samani|
|Legal Counsel||Mathieu Freville|
The Chairman of the XTX Board is Alex Gerko. The Chairman of the XTX Management Committee is Zar Amrolia. XTX considers this to be an appropriate segregation of responsibilities due to the size of the organisation (including the number of individuals acting in a senior management position), the fact that there are two Chief Executive Officers – Alex Gerko and Zar Amrolia – and that any conflicts of interest are disclosed at the outset of each XTX Board meeting.
XTX applies the principles of the Corporate Governance Code as best practice.
XTX devotes adequate human and financial resources to the induction and training of the XTX Board and XTX Management Committee, 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 and XTX Management Committee are composed of individuals with the requisite skills and experience for the role and promotes diversity in the workplace. Nominations and appointments to the XTX Board and XTX Management Committee is undertaken by the existing members of the XTX Management Committee with ultimate approval for each appointment being provided by the existing 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 senior management within XTX, under the supervision of XTX’s Co-CEOs. 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 and XTX Management Committee 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 or XTX Management Committee.