MIFIDPRU 8 Disclosure
Introduction
The Financial Conduct Authority (“FCA” or “Regulator”) in its Prudential sourcebook for MiFID Investment Firms (“MIFIDPRU”) sets out the detailed prudential requirements that apply to Development Partners International LLP (“DPI” or the “Firm”).
In particular, Chapter 8 of MIFIDPRU (“MIFIDPRU 8” or the “public disclosures requirements”) sets out public disclosure obligations with which the Firm must comply, further to those prudential obligations.
DPI is classified under MIFIDPRU as a Non-Small and non-interconnected investment firm (“Non-SNI MIFIDPRU investment firm”). As such, MIFIDPRU 8 requires DPI to disclose information on the following areas:
- Risk management objectives and policies;
- Governance arrangements;
- Own funds; and
- Own funds requirements.
The MIFIDPRU 8 Disclosure aims to instill market discipline in investment firms that are subject to IFPR by requiring firms to disclose to its stakeholders and market participants information relating to the Firm’s own funds, own funds requirement which allows stakeholders to assess the Firm’s financial strength. In addition, the aim of these disclosures is to give stakeholders and market participants an insight into the Firm’s culture in respect of risk management, governance and remuneration processes.
This document has been prepared by the DPI Members in accordance with the requirements of MIFIDPRU 8. Unless otherwise stated, all figures are as at the 31 March 2025 financial year-end.
Business Strategy
DPI was incorporated on 1 August 2007 and is authorised and regulated by the FCA. The Firm’s FCA reference number is 477782.
DPI acts as an investment adviser, providing investment advice on pan-African private equity and venture capital investments to its clients, the General Partners (“GPs”) who manage private equity and venture capital funds. The Funds’ (listed in Note 1 in the Appendix) underlying investors are typically sophisticated institutional investors including but not limited to pension funds, development finance institutions, insurance companies and professional investors.
DPI primarily seeks to advise on investments in fast-growing companies operating in high-growth sectors across Africa, while also seeking to drive positive, long-lasting social, environmental, and economic impact across the continent.
DPI’s Members will ensure that the business model and subsequent risks are reviewed at least every twelve months or following a material change in the Firm’s business or operating model through the establishment of new investment strategies or funds for example.
Costs are reviewed carefully to ensure long-term profitability. The Firm seeks to make investments to expand its business and product lines, and to continuously improve its controls environment.
Given the Firm’s business model, controls, and controls assessment, it is the conclusion of the Members that its overall potential for harm is low.
Statement of risk appetite
Due to the nature, size and complexity of the Firm, DPI is not required by MIFIDPRU to establish a risk committee. However as good practice, DPI has formalised management of risk since March 2023 with the establishment of the Risk Committee (“RiskCo”). The RiskCo has been restructured and with effect from 30 October 2025 has become the Audit and Risk Committee (“ARC”). The purpose of ARC is to assist the Members charged with governance in fulfilling their oversight responsibilities towards both DPI, and all Funds and similar investment vehicles advised by DPI and its affiliates (“the Funds”). ARC provides an independent, objective forum for review, challenge, and assurance, supporting the Members in their fiduciary duty to protect the Firm’s franchise and investor confidence.
The ARC and its Chair report to the DPI Members, however the DPI Members are still responsible for the management of risk within the Firm with recommendations from the ARC. DPI has clearly documented policies and procedures contained in the Firm’s Compliance Manuals, which are designed to minimise risks to the Firm, the Funds and all staff are required to confirm that they have read and understood them on a regular basis.
The Firm’s Members have adopted a low-risk appetite at the DPI level by maintaining sufficient own funds and liquid asset positions and balance sheet throughout all market cycles with sufficient liquidity and a robust capital structure.
As an investment advisory firm specialising in providing investment advice on pan-African private equity and venture capital investments, risk is a fundamental characteristic of the Funds (which are managed by the GPs advised by DPI) and is inherent in every transaction undertaken. As such, the Firm’s approach to risk taking and how it considers risk relative to reward directly impacts its success. Therefore, DPI has established limits on the level and nature of the risk that it is willing and able to assume in achieving its strategic objectives and business plans. Each investment is subject to review by the Investment Committee made up of DPI Members, who make investment recommendations for consideration by the Boards of the GPs. Furthermore, the Boards of the GPs are tasked with undertaking a Business Risk Assessment of the Funds ensuring adherence to policies and procedures.
DPI is committed to ensuring all business activities are conducted with a clear understanding of risks, maintaining a robust risk management framework, ensuring transparent disclosure, treating its customers fairly, and meeting the expectations of major stakeholders, including its clients, employees, and regulators.
DPI identifies, assesses and monitors risks through its ICARA process, which includes formal quarterly regulatory returns covering capital structure and liquidity assessments. The Members provide independent challenge to ICARA and oversee remediation of key findings. The ICARA outputs shape DPI’s capital planning and wind-down analysis.
Audit and Risk Committee (“ARC”)
As at the date of this report, ARC is comprised of an Acting Chair and two DPI Members. (DPI is in the process of appointing an independent Chair). The Chief Financial Officer (“CFO”) and Chief Operating Officer (“COO”) are standing attendees to ARC. The ARC meets at least four times a year and the Chair formally reports to the DPI Members after each meeting highlighting key issues, risks and decisions for approval by the DPI Members. In addition, bi-annually the Chair will provide a summary report to the Funds’ Limited Partners Advisory Committee (“LPAC”).
The ARC is accountable to the DPI Members and may at its own discretion or at the request of the DPI Members, promptly give or make available to the DPI Members such information, reports and other documents to enable the Members to carry out its duties.
Governance
Overview
DPI believes that effective governance arrangements help the Firm achieve its strategic objectives while also ensuring that the risks to the Firm, its stakeholders and the wider market are identified, managed, and mitigated.
The Firm’s Members have overall responsibility for DPI and are therefore responsible for defining and overseeing the governance arrangements at the Firm.
In order to meet their responsibilities, the DPI Members meet on a monthly basis. Amongst other things, the Members approve, oversee and periodically review the implementation of the Firm’s strategic objectives and risk appetite; ensure the integrity of the Firm’s accounting and financial reporting systems, including financial and operational controls and compliance with the regulatory system; and assess the adequacy of policies relating to the provision of services to clients.
A key report that is reviewed, discussed and ratified by the DPI Members at least annually is the Senior Management Systems and Controls (“SYSC”) document, as this demonstrates how the Firm has met its governance requirements.
The SYSC document provides the Members with information on the functioning and performance of all aspects of the Firm, including the following areas:
- general organisational requirements, including steps taken by the Firm to ensure continuity and regularity in the performance of its regulated activities;
- employees, including steps taken by the Firm to ensure that employees have the necessary skills, knowledge, and expertise for the discharge of the responsibilities allocated to them, and to ensure that they are fit and proper persons;
- regulatory framework for meeting compliance and financial crime requirements;
- internal capital adequacy and risk assessment process;
- outsourcing of critical or material operating functions or activities;
- record-keeping controls and arrangements;
- conflicts of interest management;
- remuneration policies and practices; and
- whistleblowing controls.
DPI Members – charged with governance of the Firm
| Name | Title | Biography |
|---|---|---|
| Runa Alam | Chief Executive Officer (“CEO”) & Co-Founding Partner | Runa Alam Bio |
| Sofiane Lahmar | Partner | Sofiane Lahmar Bio |
| Rose Fletcher | Chief Financial Officer (“CFO”) & Partner | Rose Fletcher Bio |
| Babacar Ka | Partner | Babacar Ka Bio |
| Marc Stoneham | Partner | Marc Stoneham Bio |
| Jade Del Lero Moreau | Partner | Jade Del Lero Moreau Bio |
| Joanne Yoo | Partner | Joanne Yoo Bio |
| Ziad Abaza | Partner | Ziad Abaza bio |
| James Griffiths | Partner | James Griffiths Bio |
| Adefolarin Ogunsanya | Partner | Adefolarin Ogunsanya Bio |
Other advisory (not part of DPI’s governance framework):
Eduardo Gutierrez-Garcia, Senior Adviser
Eduardo retired from DPI on 31 March 2024 but remains a senior adviser to DPI including being a member of ARC (currently the Acting Chairman) and continues to sit on DPI investment committees. He will continue to lead the work on Weaver Fintech Ltd, (a portfolio company in fund managed by the GPs advised by DPI), as well as be available for advice and mentoring.
Before his retirement, Eduardo spent 16 years as a member of the DPI team, having joined in 2008. He has more than 25 years’ African private equity experience and was responsible for many transactions, including Eaton Towers, Libstar, CAL Bank, RTT and Home Choice. Before he joined DPI, Eduardo was an Executive Director of Brait South Africa and Brait’s private equity division. He played a leading role in several landmark South African private equity transactions, including the buyout of Pepkor.
A Chartered Accountant, Eduardo trained at KPMG in South Africa. He holds a BSc (Med) from the University of the Witwatersrand, as well as a BSc (Med) (Hons) in medical biochemistry and a Postgraduate Diploma in accounting, both from the University of Cape Town.
The below table provides the number of directorships held by each DPI Member as at 31 March 2025
| Members | Position at DPI | SMF Function/Role | Number of other external directorships held |
|---|---|---|---|
| Runa Alam | CEO & Co-Founding Partner | 1, 27 | 3 |
| Sofiane Lahmar | Partner | 27 | - |
| Rose Fletcher | Partner | 27 | 1 |
| Babacar Ka | Partner | 27 | - |
| Marc Stoneham | Partner | 27 | - |
| Jade Del Lero Moreau | Partner | 27 | - |
| Joanne Yoo | Partner | 27 | - |
| Ziad Abaza | Partner | 27 | - |
| James Griffiths | Partner | 27 | - |
| Adefolarin Ogunsanya | Partner | 27 | - |
The DPI Members are all FCA approved Senior Managers. Their suitability, experience, knowledge, and skills are assessed at least annually where they are reconsidered as fit, proper and competent to fulfil their roles. In addition, DPI’s Compliance Manager is the Money Laundering Reporting Officer and the holder of the SMF 16, 17 designations.
Diversity of the Members
DPI is committed to promoting equality and diversity as well as a culture that actively values differences and recognises that people from different backgrounds and experiences can bring valuable insights to the workplace and enhance the way we work. As a result, DPI has a female co-founder and CEO, 30% of the Members are women, and close to 50% of the firm are women.
The DPI Members have a specific responsibility to set an appropriate standard of behaviour, to lead by example and to ensure that those they manage adhere to the DPI policies and promote the aims of the Company with regards to equal opportunities.
As a signatory to the UN Principles for Responsible Investment (PRI) and the Operating Principles for Impact Management, DPI promotes high ESG and Impact standards and seeks to contribute to the UN Sustainable Development Goals.
In 2020, African Development Partner III (a fund managed by the GPs advised by DPI), became the first 2X Flagship Fund, as part of the global 2X Challenge, committing to integrate a gender lens into its investment process, and reflecting DPI’s long-standing commitment to gender equity.
Own Funds Threshold Requirement (OFTR”)
DPI is required to at all times maintain own funds that are at least equal to the Firm’s own funds requirement. The own funds requirements is the higher of the Firm’s:
- Permanent minimum capital requirement (“PMR”): The PMR is the minimum level of own funds required to operate at all times and, based on the MiFID investment services and activities that the Firm currently has permission to undertake, is set at £75,000;
- Fixed overhead requirement (“FOR”): The FOR is intended to calculate a minimum amount of capital that DPI would need available to absorb losses if it has cause to wind-down or exit the market, and is equal to one quarter of the Firm’s relevant expenditure; and
- K-Factor requirement (“KFR”): The KFR is intended to calculate a minimum amount of capital that DPI would need available for the ongoing operations of its business. The K-factor that applies to the Firm’s business is K-AUM (calculated on the basis of the Firm’s assets under advice).
DPI’s own funds requirement is currently set by the FCA’s transitional arrangements for former Exempt CAD firms, rising to the higher of the PMR/FOR/KFR from 1 January 2027.
The potential for harm associated with DPI’s business strategy, based on the Firm’s own funds requirement, is low. This is due to the relatively stable and consistent growth in the Firm’s revenues and asset base.
One of the strategies adopted by the Firm to manage the risk of breach of the Firm’s own funds requirement is to maintain a healthy own funds surplus above the own funds requirement. In the event that own funds drops to an amount equal to 110% of the Firm’s own funds threshold requirement, the Firm will immediately notify the Members, as well as the Regulator. The Members will consider the necessary steps required to be taken in order to increase the own funds surplus; this may include injecting more own funds into the Firm.
The below table illustrates the various components of DPI’s own funds requirement for the current calendar year to December 2025:
| Requirement | £'000 |
|---|---|
| (A) Permanent Minimum Capital Requirement ("PMR")- per transitional arrangements | 65 |
| (B) Fixed Overhead Requirement (“FOR”) | 901 |
| (C) K-factor requirement ("KFR") - K-AUM – risk arising from managing and advising on investments | 459 |
| (D) Own Funds Requirement (Max [A; B; C]) | 901 |
| (E) Additional own funds requirement | 0 |
| Own Funds threshold requirement (“OFR”) | 901 |
*FOR applicable for the calendar year Jan-Dec25 is based on audited annual financial statements for the year ended 31 March 2025
Under MIFIDPRU 7, DPI is also required to comply with Overall Financial Adequacy Rule (“OFAR”). This is an obligation on DPI to hold own funds and liquid assets which are adequate, both as to their amount and quality at all times, to ensure that:
- the Firm is able to remain financially viable throughout the economic cycle, with the ability to address any material potential harm that may result from its ongoing activities; and
- the Firm’s business can be wound down in an orderly manner, minimising harm to consumers or to other market participants.
Where DPI determines that the FOR is insufficient to mitigate the risk of a disorderly wind down, the Firm must maintain an ‘additional own funds required for winding down’, above the FOR, that is deemed necessary to mitigate the risks of a disorderly wind down.
Similarly, where the Firm determines that the KFR is insufficient to mitigate the risk of harm from ongoing operations, the Firm must maintain an ‘own funds required for ongoing operations’, above the KFR, that is deemed sufficient to ensure the viability of the Firm throughout economic cycles.
The Firm’s own funds threshold requirement is the higher of:
- the Firm’s PMR;
- the sum of the Firm’s FOR and its additional own funds required for winding down; and
- the sum of the Firm’s KFR and its additional own funds required for ongoing operations.
This is the amount of own funds that DPI is required to maintain at any given time to comply with the OFAR.
To determine the Firm’s own funds threshold requirement, DPI identifies and measures the risk of harm faced by the Firm and considers these risks in light of its ongoing operations and also from a wind-down planning perspective. The Firm then determines the degree to which systems and controls alone mitigate the risk of harm and the risk of a disorderly wind-down, and thereby deduce the appropriate amount of additional own funds required to cover the residual risk.
Composition of regulatory own funds as at 31 March 2025
| Item | Amount (GBP thousands) | Source based on reference numbers/letters of the balance sheet in the audited financial statements |
|
|---|---|---|---|
| 1 | OWN FUNDS | 1,048.5 | |
| 2 | TIER 1 CAPITAL | 1,300.0 | Balance Sheet |
| 3 | COMMON EQUITY TIER 1 CAPITAL | 1,300.0 | Balance Sheet |
| 11 | (-)TOTAL DEDUCTIONS FROM COMMON EQUITY TIER 1 | (251.5) | |
| 20 | ADDITIONAL TIER 1 CAPITAL | N/A | |
| 25 | TIER 2 CAPITAL | N/A |
Own funds: reconciliation of regulatory own funds to balance sheet in the audited financial statements
| a | b | c | ||
| Balance sheet as in published/audited financial statements | Under regulatory scope of consolidation | Cross- reference to template OF1 |
||
| As at period end 31 March 2025 | As at period end |
Assets – Breakdown by asset classes according to the balance sheet in the audited financial statements
| 1 | Fixed Assets | 338.6 | Note 8, 9 | |
| 2 | Current Assets | 10,609.5 | Note 10, 11, 12, 15 | |
| Total Assets | 10,948.1 |
Liabilities – Breakdown by liability classes according to the balance sheet in the audited financial statements
| 1 | Current Liabilities | 7,912.2 | Note 13 | |
| Total Liabilities | 7,912.2 | |||
| Total Shareholders’ equity | 3,035.9 |
Shareholders Equity
| 1 | Members’ capital classified as equity | 700.0 | ||
| 2 | Members’ interests – other reserves classified as equity | 2,335.9 | ||
| Total Shareholders' equity | 3,035.9 |
| Main features of own instruments issued by the Firm |
|---|
| CET1 instruments are wholly comprised of Limited Liability Partnership Capital. |
Conclusion
The information contained in this disclosure is proportionate to DPI’s size, nature, and complexity of DPI’s activities in line with the MIFIDPRU guidance rules.
The Firm’s strategy, risks and capital structure are reviewed and challenged by the DPI Members on an annual basis as part of the Firm’s governance process or whenever there is a material change to the Firm’s business or operating model. The Members confirm that the Firm holds sufficient own funds and liquid assets to meet the risk of harm it poses to itself and other market participants.
Remuneration Policy
Introduction
The Financial Conduct Authority (“FCA” or “Regulator”) in its Prudential sourcebook for MiFID Investment Firms (“MIFIDPRU”) sets out the detailed prudential requirements that apply to Development Partners International LLP (“DPI” or the “Firm”).
Chapter 8.6 of MIFIDPRU (SYSC 19G) sets out public disclosure obligations with which the Firm must comply, including adopting a Remuneration Policy (“Policy”) that is appropriate and proportionate to the nature, scale, and complexity of the risks inherent in the Firm’s business model and activities. Given the size, scale and nature of the activities undertaken by DPI, the Firm does not have a Remuneration Committee. Unless otherwise stated, all information is provided as at 31 March 2025. DPI has taken legal advice in drawing up its Remuneration Policy following the FCA’s MiFIDPRU Remuneration Code (in SYSC 19G of the FCA Handbook of Rules and Guidance).
The Members charged with governance are responsible for the implementation of the Remuneration Policy and are kept apprised of the compliance risks related to remuneration by the Compliance Function. All governing Members of DPI are Material Risk Takers (“MRT”).
DPI’s remuneration for all staff (including those identified as MRT) is made up of both fixed and variable components and is all paid in cash. The fixed element of the remuneration (salaries and benefits) is based on pre-determined criteria including the individual’s professional expertise, experience, and qualifications. The variable component (bonus and/or carried interest where eligible) is discretionary and is dependent on the performance of the individual, the business unit concerned and the Firm’s overall profitability. Awarding of variable remuneration also considers a multi-year view considering DPI’s business cycle and associated business risks. Furthermore, the Firm remunerates staff on performance of their whole role rather than certain aspects, ensuring a whole team congruency and reducing the pressure to take undue risk. DPI’s remuneration structure is evaluated and benchmarked on an on-going basis (at least annually) to ensure its continued competitiveness to retain talent by aligning it at least to comparable roles in comparable organisations.
The Firm has an annual review process to assess each individual’s contribution to the Firm’s primary objective being that of an investment adviser, together with an assessment against the individual’s pre-agreed goals, compliance with internal procedures and processes, and compliance with regulatory requirements. The annual review enables assessment of training requirements for continuous development purposes to ensure that each individual continues to maintain the core competencies needed to undertake their role. The annual reviews are in compliance with the FCA requirements and include an assessment of fitness & propriety for roles that fall under the Senior Managers & Certification Regime (“SMCR”).
DPI ensures that any measurement of performance used as a basis to calculate pools of variable remuneration as detailed above takes into account all types of current and future risks and the cost of the capital and liquidity required in accordance with MIFIDPRU. DPI must therefore ensure that the allocation of variable remuneration components within the business considers all types of current and future risks. This will include DPI’s actual financial performance rather than on anticipated results, DPI reserves the right to defer any performance related pay, as well as apply malus and clawback. In addition, variable remuneration is paid or vests only if it is sustainable and aligned to the individual’s contribution as well. DPI will therefore adopt a prudent and considered approach when determining the ratio of variable remuneration to promote long term sustainable returns. Currently DPI does not award, provide or pay guaranteed variable remuneration to its MRTs and guaranteed variable remuneration is occasionally awarded to employees in the context of hiring new employees. Furthermore, DPI does not pay its MRTs any retention awards and any retention awards to staff members are dependent on a staff member remaining in their role until a defined event or for a set period. The award of severance payments other than in accordance with the terms of the applicable contract is approved by DPI on an ad hoc basis and in the best interests of the Firm.
The Firm’s remuneration principles aim to ensure that the approach to remuneration is:
- consistent and promotes the best interests of its clients.
- transparent and straightforward for staff to understand.
- in line with the Firm’s business strategy, regulatory obligations, objectives, values, and long-term interests.
- to incentivise and align staff with the Firm’s risk profile, including promoting the correct risk approach in line with treating customers fairly in the short, medium, and long term.
- to align individual and team contributions with performance objectives and product governance to ensure that products are designed to meet the needs of the clients, rather than DPI’s profitability and remuneration.
- includes measures to mitigate conflicts of interest in accordance with the Firm’s conflicts of interest policies.
For the year ended 31 March 2025, the Firm paid/awarded the following amounts:
| 12 Material Risk Takers | 32 Non-Material Risk Takers | |
|---|---|---|
| (£’000) | (£’000) | |
| Fixed remuneration | 3,433 | 3,124 |
| Variable remuneration | 1,286 | 1,877 |
| Total | 4,719 | 5,001 |
The disclosure in the table above has taken advantage of the exemption in MIFIDPRU 8.6.8 and 8.6.9 to prevent the individual identification of a material risk taker’s remuneration by breaking down further the disclosure for the MRT holders in the table. In the year under review, carried interest was awarded.
DPI has an equality and diversity policy that seeks to ensure that no staff member is discriminated against either directly or indirectly on the grounds of (without limitation) age, disability, gender reassignment, marriage and civil partnership, pregnancy or maternity, race, religion or belief, sex (gender) or sexual orientation.
The Company’s remuneration policy is documented in the Compliance Manual to which all staff members attest and confirm compliance on an on-going basis (at least quarterly).
The information contained in this disclosure is proportionate to DPI’s size, nature, and complexity of DPI’s activities in line with the MIFIDPRU guidance rules.