Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 1.60M
2: EX-10.23 Material Contract HTML 850K
3: EX-10.24 Material Contract HTML 135K
8: EX-10.25.1 Material Contract HTML 54K
9: EX-10.25.2 Material Contract HTML 49K
4: EX-10.26 Material Contract HTML 96K
5: EX-10.27 Material Contract HTML 43K
6: EX-10.28 Material Contract HTML 43K
7: EX-10.29 Material Contract HTML 34K
10: EX-21 Subsidiaries List HTML 37K
11: EX-23 Consent of Expert or Counsel HTML 31K
12: EX-31.1 Certification -- §302 - SOA'02 HTML 34K
13: EX-31.2 Certification -- §302 - SOA'02 HTML 34K
14: EX-32 Certification -- §906 - SOA'02 HTML 31K
20: R1 Cover HTML 95K
21: R2 Audit Information HTML 37K
22: R3 Consolidated Balance Sheets HTML 137K
23: R4 Consolidated Balance Sheets (Parenthetical) HTML 48K
24: R5 Consolidated Statements of Income HTML 118K
25: R6 Consolidated Statements of Comprehensive Income HTML 85K
26: R7 Consolidated Statements of Cash Flows HTML 100K
27: R8 Consolidated Statements of Cash Flows HTML 35K
(Parenthetical)
28: R9 Consolidated Statements of Stockholders' Equity HTML 169K
29: R10 Consolidated Statements of Stockholders' Equity HTML 35K
(Parenthetical)
30: R11 Basis of Preparation and Summary of Significant HTML 80K
Accounting Policies
31: R12 Acquisition HTML 67K
32: R13 Cash Equivalents HTML 34K
33: R14 Information About Receivables, Revenues, and HTML 113K
Services
34: R15 Investments HTML 77K
35: R16 Fair Value Measurements HTML 53K
36: R17 Consolidated T. Rowe Price Investment Products HTML 164K
37: R18 Leases HTML 41K
38: R19 Property, Equipment and Software HTML 44K
39: R20 Goodwill and Intangible Assets HTML 47K
40: R21 Income Taxes HTML 106K
41: R22 Stockholders' Equity HTML 39K
42: R23 Stock-Based Compensation HTML 63K
43: R24 Earnings Per Share Calculations HTML 46K
44: R25 Other Comprehensive Income and Accumulated Other HTML 90K
Comprehensive Income
45: R26 Commitments and Contingencies HTML 36K
46: R27 Other Disclosures HTML 35K
47: R28 Basis of Preparation and Summary of Significant HTML 118K
Accounting Policies (Policies)
48: R29 Acquisition (Tables) HTML 60K
49: R30 Information About Receivables, Revenues, and HTML 114K
Services (Tables)
50: R31 Investments (Tables) HTML 76K
51: R32 Fair Value Measurements (Tables) HTML 50K
52: R33 Consolidated T. Rowe Price Investment Products HTML 166K
(Tables)
53: R34 Leases (Tables) HTML 40K
54: R35 Property, Equipment and Software (Tables) HTML 44K
55: R36 Goodwill and Intangible Assets (Tables) HTML 48K
56: R37 Income Taxes (Tables) HTML 108K
57: R38 Stock-Based Compensation (Tables) HTML 65K
58: R39 Earnings Per Share Calculations (Tables) HTML 45K
59: R40 Other Comprehensive Income and Accumulated Other HTML 92K
Comprehensive Income (Tables)
60: R41 BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT HTML 37K
ACCOUNTING POLICIES - Narrative (Details)
61: R42 BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT HTML 56K
ACCOUNTING POLICIES - Variable Interest Entities
(Details)
62: R43 BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT HTML 41K
ACCOUNTING POLICIES - Property, Equipment and
Software (Details)
63: R44 BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT HTML 37K
ACCOUNTING POLICIES - Intangible Assets (Details)
64: R45 BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT HTML 36K
ACCOUNTING POLICIES - Goodwill (Details)
65: R46 BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT HTML 41K
ACCOUNTING POLICIES - Revenue Recognition
(Details)
66: R47 BASIS OF PREPARATION AND SUMMARY OF SIGNIFICANT HTML 53K
ACCOUNTING POLICIES - Stock-based Compensation
(Details)
67: R48 ACQUISITION - Narrative (Details) HTML 72K
68: R49 ACQUISITION - Total Consideration (Details) HTML 53K
69: R50 ACQUISITION - Assets Acquired and Liabilities HTML 67K
Assumed (Details)
70: R51 ACQUISITION - Investments Narrative (Details) HTML 50K
71: R52 ACQUISITION - Compensation Arrangements Narrative HTML 51K
(Details)
72: R53 ACQUISITION - Cash Flow Information Narrative HTML 39K
(Details)
73: R54 ACQUISITION - Pro Forma Information (Details) HTML 37K
74: R55 Cash Equivalents (Details) HTML 38K
75: R56 INFORMATION ABOUT RECEIVABLES, REVENUES, AND HTML 36K
SERVICES - Narrative (Details)
76: R57 INFORMATION ABOUT RECEIVABLES, REVENUES, AND HTML 88K
SERVICES - Investment Advisory Services (Details)
77: R58 INFORMATION ABOUT RECEIVABLES, REVENUES, AND HTML 50K
SERVICES - Services Concentration and Receivables
(Details)
78: R59 INVESTMENTS - Carrying Value of Investments HTML 63K
(Details)
79: R60 INVESTMENTS - Narrative (Details) HTML 84K
80: R61 INVESTMENTS - Deconsolidation Impacts on Financial HTML 46K
Statements (Details)
81: R62 INVESTMENTS - Variable Interest Entities (Details) HTML 41K
82: R63 INVESTMENTS - Variable Interest Entities Narrative HTML 43K
(Details)
83: R64 Fair Value Measurements (Details) HTML 59K
84: R65 CONSOLIDATED T. ROWE PRICE INVESTMENT PRODUCTS - HTML 90K
Net Assets (Details)
85: R66 CONSOLIDATED T. ROWE PRICE INVESTMENT PRODUCTS - HTML 61K
Operating Results (Details)
86: R67 CONSOLIDATED T. ROWE PRICE INVESTMENT PRODUCTS - HTML 41K
Narrative (Details)
87: R68 CONSOLIDATED T. ROWE PRICE INVESTMENT PRODUCTS - HTML 68K
Statement of Cash Flows (Details)
88: R69 CONSOLIDATED T. ROWE PRICE INVESTMENT PRODUCTS - HTML 56K
Fair Value Measurements (Details)
89: R70 LEASES - Additional Information (Details) HTML 43K
90: R71 LEASES - Schedule of Future Minimum Lease Payments HTML 51K
(Details)
91: R72 Property, Equipment and Software (Details) HTML 51K
92: R73 Property, Equipment and Software - Narrative HTML 35K
(Details)
93: R74 GOODWILL AND INTANGIBLE ASSETS - Goodwill and HTML 47K
Intangible Assets (Details)
94: R75 GOODWILL AND INTANGIBLE ASSETS - Narrative HTML 50K
(Details)
95: R76 GOODWILL AND INTANGIBLE ASSETS - Goodwill HTML 36K
(Details)
96: R77 INCOME TAXES - Provision for Income Taxes HTML 47K
(Details)
97: R78 INCOME TAXES - Deferred Income Taxes (Benefits) HTML 48K
(Details)
98: R79 INCOME TAXES - Effective Income Tax Rate HTML 46K
Reconciliation (Details)
99: R80 INCOME TAXES - Net Deferred Tax Assets HTML 70K
(Liabilities) (Details)
100: R81 INCOME TAXES - Additional Information (Details) HTML 48K
101: R82 INCOME TAXES - Changes in Unrecognized Tax HTML 45K
Benefits (Details)
102: R83 Stockholders' Equity (Details) HTML 42K
103: R84 STOCK-BASED COMPENSATION - Shares Authorized For HTML 37K
Stock-Based Compensation Programs (Details)
104: R85 STOCK-BASED COMPENSATION - Stock Options (Details) HTML 54K
105: R86 STOCK-BASED COMPENSATION - Stock Options Narrative HTML 43K
(Details)
106: R87 STOCK-BASED COMPENSATION - Effect of Special Cash HTML 36K
Dividend (Details)
107: R88 STOCK-BASED COMPENSATION - Restricted Shares and HTML 73K
Stock Units (Details)
108: R89 STOCK-BASED COMPENSATION - Restricted Shares and HTML 49K
Stock Units Narrative (Details)
109: R90 STOCK-BASED COMPENSATION - Future Stock-Based HTML 46K
Compensation Expense (Details)
110: R91 Earnings Per Share Calculations (Details) HTML 67K
111: R92 OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER HTML 48K
COMPREHENSIVE INCOME - Deferred Tax Benefits
(Income Taxes) (Details)
112: R93 OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER HTML 70K
COMPREHENSIVE INCOME - Accumulated Other
Comprehensive Income (Details)
113: R94 OTHER COMPREHENSIVE INCOME AND ACCUMULATED OTHER HTML 34K
COMPREHENSIVE INCOME -Narrative (Details)
114: R95 Commitments and Contingencies (Details) HTML 36K
115: R96 Other Disclosures (Details) HTML 50K
118: XML IDEA XML File -- Filing Summary XML 212K
116: XML XBRL Instance -- trow-20211231_htm XML 3.06M
117: EXCEL IDEA Workbook of Financial Reports XLSX 140K
16: EX-101.CAL XBRL Calculations -- trow-20211231_cal XML 298K
17: EX-101.DEF XBRL Definitions -- trow-20211231_def XML 954K
18: EX-101.LAB XBRL Labels -- trow-20211231_lab XML 2.11M
19: EX-101.PRE XBRL Presentations -- trow-20211231_pre XML 1.38M
15: EX-101.SCH XBRL Schema -- trow-20211231 XSD 262K
119: JSON XBRL Instance as JSON Data -- MetaLinks 493± 750K
120: ZIP XBRL Zipped Folder -- 0001113169-22-000005-xbrl Zip 680K
As you are aware, you have been identified as a Senior Management Function (SMF) under the SMCR. This is because you will perform one or more Senior Management Function(s) for the Company (“TRPIL”).
In your role as an SMF, you will be subject to a number of requirements as defined by the FCA and the Company. In order to meet its regulatory requirements, it is necessary for the Company to reflect the letter and spirit of the SMCR in its UK operations. Formal FCA approval has been granted for you to hold the role of an SMF for TRPIL, it will be
necessary to amend your Contract by introducing the new terms specified below (the Additional Terms). These reflect the requirements of the SMCR and its regulatory framework to which you and the Company will be subject.
For the purposes of this side letter and the Additional Terms:
“The Act” means the Financial Services and Markets Act 2000, as amended from time to time.
“Company”
means T Rowe Price International Ltd (TRPIL).
“Group Company” means any one of the Company, any subsidiary of the Company, any holding company of the Company or any subsidiary of any such holding company (in each case as defined by section 1159 of the Companies Act 2006).
“Senior Management Function (SMF)” means the carrying out of a regulated activity by an authorised person if the function requires the person performing it to be responsible for
managing one or more aspects of the Company's affairs in relation to that activity, and those aspects involve a risk of serious consequences for the Company or for the business or other interests in the UK (as defined by S592A of the Act).
I have set out the Additional Terms below:
1.1 Senior Management Function Status
Your employment with the Company is contingent upon you holding appropriate regulatory approval. As such, if the FCA declines, withdraws or varies its approval,
you will be unable to continue in your role as an SMF.
1.2 Employee Warranties
By signing this letter, you confirm that:
(a) you have been provided with a copy of your Statement of Responsibilities and the SMCR Handbook
as at the date of this letter; and
(b) you reasonably believe that you are fit and proper to perform the functions and responsibilities outlined in your Statement of Responsibilities and the SMCR Handbook.
1.3 Regulatory Duties
You will, at all times, unless your role is subsequently changed to one which does not involve you performing controlled or regulated activities, comply with your regulatory obligations as an SMF of the Company as detailed in the SMCR Handbook.
1.4 Handover of Responsibilities
Save
where the Company considers it impractical for you to do so, whenever all or part of your Senior Management Function(s) or responsibilities under the Act are or may be transferred to another person (howsoever arising), you agree to follow the Senior Management Function Handover procedures detailed in the SMCR Handbook and in accordance with the requirements of the regulatory system from time to time in force. If requested, you also agree to meet with any person who will or may be assuming your former functions or responsibilities and/or members of the Company board and/or such other persons as the Company reasonably requests you to meet with to answer any questions they may have or to provide any further information
they may reasonably require or to provide such assistance as the Company may reasonably require to address any matters which arose during the course of your tenure. For the avoidance of doubts this obligation shall continue after your employment ends.
1.5 Termination
As a result of you being identified as an SMF of the Company and notwithstanding the summary termination provisions detailed in the UK Associate Handbook, the Company wishes to increase the notice period that you are required to give to the
Company and that the Company is required to give to you to terminate your employment, to three month’s written notice.
Next steps
Given that the above changes are driven by the SMCR which apply to both you and the Company, it is necessary to amend your Contract to incorporate the New Terms.
The New Terms will take effect on the date that formal regulatory approval is received. No amendments to any other terms of your Contract
are proposed. However, if there is any difference or inconsistency between the Additional Terms and your Contract as at the date of this letter, the Additional Terms will prevail.
Please sign the enclosed copy of this letter to confirm your agreement to the terms of this letter and the variation of the terms of your Contract as set out in this letter. Please return your signed letter to Averil Hamilton. You are required to keep the terms of this letter confidential.
No person other than the parties to this letter or any
other Group Company shall have any right to enforce any term of this letter under the Contracts (Rights of Third Parties) Act 1999. The consent of any Group Company that is not a party to this letter shall not be required to vary or rescind the terms of this letter.
Please do not hesitate to contact me should you have any queries regarding this matter. Yours sincerely