Proxy

Statement

Notice of 2021 Annual General Meeting of Shareholders

		Your vote is important: Please vote by using the Internet, the telephone or by signing, dating and returning a proxy card

Invesco

A leading independent global investment management firm

Our single focus is to help clients achieve their investment objectives

Our purpose

Delivering an investment experience that helps people get more out of life

1 December 31, 2020

G. Richard Wagoner, Jr.

has served as Chair of our

Board since 2019 and as a

non-executive director of

our company since 2013

A letter to our shareholders from the

Chairperson of Our Board

Dear Fellow Shareholder,

The Invesco Ltd. Board of Directors fully appreciates that you have entrusted us as stewards of your investment in the firm and takes very seriously our duties and responsibilities in that regard.

In that spirt, I thought it appropriate to share with you several of the most important areas in which the Board focused its attention in 2020.

Managing through the COVID-19 global pandemic. As was the case for companies around the globe, the coronavirus crisis represented a tremendous challenge for Invesco throughout 2020. Invesco’s primary focus throughout the pandemic has been on ensuring the health and safety of our people, and managing client assets and serving as a valued partner to them, while protecting the financial position of the firm.

The Board closely monitored Invesco’s prompt, decisive and effective reaction to this difficult situation. The firm stepped up its digital efforts to engage with clients safely while rotating nearly all of its employees to work-from-home status. Invesco reshaped its client delivery model to a fully digital engagement platform, allowing frequent connection with clients to help deliver the outcomes they were seeking.

Monitoring the firm’s financial strength. Like many companies managing through the initial phases of the pandemic, Invesco’s results came under pressure during the first half of the year. Given the prevailing uncertainty, the Board supported management’s decision to draw down the company’s credit lines and in April 2020 made the difficult decision to reduce the quarterly common stock dividend by 50%. These measures were taken to enhance liquidity and maintain financial flexibility in the uncertain market environment.

The Board was pleased to see Invesco take advantage of the improving market and economic conditions in the second half of 2020, leading to record assets under management of $1.35 trillion as of year end and improved financial results. As we move into 2021, the Board believes Invesco is well positioned to maintain positive momentum in 2021 and beyond.

Delivering on our commitment to ESG. Your Board recognizes that environmental, social and governance (ESG) investing matters greatly to our clients, communities and shareholders. Invesco is strongly committed to a comprehensive ESG effort across the firm, and views it as an important agent of change in driving a holistic perspective on the investment industry’s role in creating value. The firm’s recognized track record provides a strong foundation on which to build and which will support its ESG ambitions. For the last four consecutive years, Invesco achieved an A+ rating from the PRI (Principles for Responsible Investment) for its strategy and governance. The firm also continued its strong history of innovation in this important area by launching a number of ESG-related products in 2020.

Evolving our Board composition. The Board remains committed to recommending to shareholders a slate of directors which is well-equipped to oversee the company and effectively represent the interests of shareholders. This includes ensuring an appropriate balance of diversity, expertise, experience and continuity, as well as fresh perspectives.

In late 2020, the Board welcomed three new members. Nelson Peltz and Edward P. Garden joined as representatives of Trian Fund Management, in conjunction with Trian’s significant investment in Invesco. Thomas M. Finke, formerly of Barings, a subsidiary of MassMutual, which is Invesco’s largest shareholder, joined at the same time. The additions of Mr. Peltz, Mr. Garden and Mr. Finke recognize their significant domestic and international board and industry experience, and valuable perspective as major shareholders of Invesco. Their prior

significant experiences in asset management give them a deep understanding of the substantial growth opportunities within this industry. We are very pleased to have them as colleagues on the Invesco Board.

In addition, as noted later in this proxy statement, the Board is pleased to nominate Paula Tolliver for election to the Board at the May Annual General Meeting. Ms. Tolliver brings in-depth experience in technology and global business operations, and we look forward to welcoming her to our Board.

I would also like to take this opportunity to express the Board’s deep appreciation to Rod Canion, who retired from the Board in December 2020 after 23 years of service. Mr. Canion provided invaluable insights and perspective to the Board throughout his years of service, leveraging his experience as co-founder and CEO of Compaq Computer Corp.

Annual General Meeting Invitation. You are cordially invited to attend the 2020 Annual General Meeting of Shareholders of Invesco Ltd., which will be held virtually on Thursday, May 13, 2021, at 1 p.m. ET.

Your vote is important, and we encourage you to vote promptly. Regardless of whether you can attend the Annual General Meeting, please follow the instructions contained in the Notice of Internet Availability of Proxy Materials (“Notice”) on how to vote via the Internet or the toll-free telephone number, or request a paper proxy card to complete, sign and return by mail so that your shares may be voted.

Your Board’s conviction regarding Invesco’s opportunity within the asset management business remains as strong as ever, as does our confidence in the Invesco team. On behalf of the Board of Directors, I extend our appreciation for your continued support.

Yours sincerely,

G. Richard Wagoner, Jr

Chairperson

Martin Flanagan

has been President and

Chief Executive Officer of

our company and a director

since 2005

A letter to our shareholders from our

President and CEO

Dear Fellow Shareholder,

Thank you, as always, for your continued support as a shareholder in our firm. I’d also like to express our deep appreciation to our clients and employees for their continued support in these extraordinary times. Our Board of Directors, leadership and more than 8,000 employees are dedicated to helping clients across the globe meet their investment objectives while generating value for our shareholders.

The past year provided many new challenges for the industry as COVID-19 swept across the globe, changing the way we interact with our families, our colleagues and our clients. Throughout 2020, we focused on executing our long-term strategy while supporting our employees and clients, finding new ways of working and achieving our purpose of helping people get more out of life.

The real story of 2020 for Invesco is how we came together as an organization under the most challenging circumstances to ensure the safety and well-being of our employees and help clients meet their investment objectives while advancing the organization’s ability to meet key client demand trends that will drive our success going forward.

A look back at 2020: Further positioning Invesco for future success

Despite the challenges we encountered, we made significant advances in a number of key areas in 2020. Specifically, we:

Combined, this work of further building our business allowed us to weather challenges in the first half of the year while supporting the strengthening of our operating results in the second half of 2020¹:

Our work over the past year further enhanced the firm’s ability to anticipate, understand and meet client needs, while strengthening our effectiveness and efficiency, and achieving greater economies of scale that will enable us to provide a higher level of value to clients and further improve our competitive position. We believe our efforts to further deepen client relationships through the pandemic, continued investment in our key growth areas and the additional operating efficiency we achieved in 2020 will meaningfully enhance our ability to grow our business, compete and win as efforts to mitigate the pandemic progress in 2021.

Building a strong foundation for 2021 and beyond

The events of the past year challenged us to re-examine long-term trends in our industry and our beliefs about the future. A few of our beliefs have evolved, but the overall direction remains the same. If anything, the pandemic has accelerated many of the macro trends impacting our business. In particular:

Combined, the challenges and opportunities in our industry continue to widen the gap between global, increasingly scaled firms like Invesco and those that will struggle as these trends further accelerate in 2021 and beyond.

Invesco operates in a $100 trillion industry² that we anticipate will continue to grow. We also have a clear understanding of how client demand is evolving and where it’s headed. Over the past decade, we’ve been highly focused on investing ahead of shifts in client demand, putting us in a very strong position to take advantage of key industry tailwinds in the future.

As a result, we now have a strong and highly diversified set of capabilities aligned to client demand trends, with leadership positions in key markets across the globe.

These capabilities also define key areas of focus for the firm in 2021. Market-leading capabilities with high demand and strong performance form the core of our go-to-market efforts and will help drive value creation within the business. As importantly, we’ll also continue to strengthen those areas of our business that enable growth, including our highly competitive digital efforts, investment solutions, asset allocation offerings and our ESG capabilities.

Looking to the future

I’d like to express our deep appreciation to the Invesco Ltd. Board for their proactive engagement in the business and their continued support. Their significant expertise and experience proved invaluable through the challenges of 2020 and will help us achieve the true potential of our firm going forward.

We’re confident that we have the talent, the capabilities, the resources and the momentum to drive the firm’s future growth and success for the benefit of clients, while creating value for shareholders. We’re optimistic about the prospects for the global economy in the year ahead and look forward to taking our business forward on behalf of our valued shareholders in 2021 and beyond.

Regards,

Marty Flanagan

President and CEO

Disclosures

Who can vote

Only holders of record of Invesco Ltd. common shares on March 15, 2021 are entitled to notice of, to attend and vote at the virtual Annual General Meeting and any adjournment or postponement thereof. Beginning on March 26, 2021, we mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and our Annual Report via the Internet to eligible shareholders.

During the virtual Annual General Meeting, the audited consolidated financial statements for the year ended December 31, 2020 of the company will be presented.

By order of the Board of Directors,

Kevin M. Carome

Company Secretary

March 26, 2021

Contents

Board of Directors

Nominee biographies

Martin L. Flanagan

President and CEO

Age             Tenure

60                 16 Years

Qualifications:

Edward P. Garden

Non-executive director

Age             Tenure

59                 <1 Year

Committees:

Qualifications:

Martin L. Flanagan

Martin Flanagan has been a director and President and Chief Executive Officer of Invesco since 2005. He is also a trustee and vice-Chair of the Invesco Funds (the company’s U.S. open- and closed-end funds). Mr. Flanagan joined Invesco from Franklin Resources, Inc., where he was president and co-chief executive officer from 2004 to 2005. Previously, he held numerous positions of increasing responsibility at Franklin — co-president, chief operating officer, chief financial officer and senior vice president – from 1993 to 2003. Mr. Flanagan served as director, executive vice president and chief operating officer of Templeton, Galbraith & Hansberger, Ltd., before its acquisition by Franklin in 1992. Before joining Templeton in 1983, he worked with Arthur Andersen & Co. He serves as Trustee of Southern Methodist University (SMU) and as a member of the executive board at the SMU Cox School of Business. He serves as Chair of Engage Ventures, an innovation platform bringing together Atlanta-based corporations to support startups. He sits on the Executive Council for the Metro Atlanta Chamber and served as 2020 MAC Chair. He is a member of the Executive Committee for the Investment Company Institute, and formerly served as Chair and on the Board of Governors for ICI. He serves as a Board member of the Atlanta Committee for Progress and is a former ACP Chair. Mr. Flanagan is a CFA charterholder and a certified public accountant. He earned a B.A. and B.B.A. from Southern Methodist University (SMU).

Director qualifications

Edward P. Garden

Ed Garden has served as a non-executive director of our company since November 2020 and has been Chief Investment Officer and a Founding Partner of Trian Fund Management, L.P. since its inception in 2005. Previously, Mr. Garden served as Vice Chairman and a director of Triarc Companies, Inc., where he was also head of corporate development. Prior to joining Triarc, Mr. Garden was a Managing Director of Credit Suisse First Boston, where he served as a senior investment banker and BT Alex Brown, where he was co-head of Equity Capital Markets. Mr. Garden received a B.A. from Harvard College.

Director qualifications

William F. Glavin, Jr.

Non-executive director

Age             Tenure

62                2 Years

Committees:

Qualifications:

C. Robert Henrikson

Non-executive director

Age             Tenure

73                9 Years

Committees:

Qualifications:

William F. Glavin, Jr.

William (“Bill”) F. Glavin, Jr. has served as a non-executive director of our company since 2019 and is nominated pursuant to a shareholder agreement with Massachusetts Mutual Life Insurance Company described on pages 68-70. Mr. Glavin served as vice chairman of MM Asset Management Holding LLC from 2015 until his retirement in 2017. Previously, Mr. Glavin served as chair of OppenheimerFunds Inc., (“OppenheimerFunds”), from 2009 to 2015, as chief executive officer from 2009 to 2014, and as president from 2009 to 2013. Prior to joining OppenheimerFunds Inc., Mr. Glavin held several senior executive positions at MassMutual Financial Group, including co-chief operating officer from 2007 to 2008 and executive vice president, U.S. Insurance Group from 2006 to 2008. He served as president and chief executive officer of Babson Capital Management LLC (“Babson”), from 2005 to 2006, and chief operating officer of Babson from 2003 to 2005. Prior to joining MassMutual, Mr. Glavin was president and chief operating officer of Scudder Investments from 2000 to 2003. Mr. Glavin held senior positions at the Dreyfus Corporation, the Boston Company, State Street Bank and Trust Company, and Procter & Gamble. Mr. Glavin earned a B.A. from the College of the Holy Cross.

Director qualifications

C. Robert Henrikson

Robert Henrikson has served as a non-executive director of our company since 2012. Mr. Henrikson was president and chief executive officer of MetLife, Inc. and Metropolitan Life Insurance Company from 2006 through 2011, and he served as a director of MetLife, Inc. from 2005, and as Chairman from 2006 through 2011. During his more than 39-year career with MetLife, Inc., Mr. Henrikson held a number of senior positions in that company’s individual, group and pension businesses. He currently serves on the Bipartisan Policy Center’s Commission on Retirement Security and Personal Savings and the Board of Directors of the Bipartisan Center. Mr. Henrikson is a former Chairman of the American Council of Life Insurers, a former Chairman of the Financial Services Forum and a director emeritus of the American Benefits Council. Mr. Henrikson also serves as Chairman of the board of the S.S. Huebner Foundation for Insurance Education, as a trustee emeritus of Emory University and of Americares. Mr. Henrikson earned a bachelor’s degree from the University of Pennsylvania and a J.D. degree from Emory University School of Law. In addition, he is a graduate of the Wharton School’s Advanced Management Program.

Director qualifications

Denis Kessler

Non-executive director

Age            Tenure

69                19 Years

Committees:

Qualifications:

Denis Kessler

Denis Kessler has served as a non-executive director of our company since 2002. Mr. Kessler has served as Chairman and chief executive officer of SCOR SE since 2002. Prior to joining SCOR, Mr. Kessler was Chairman of the French Insurance Federation, senior executive vice president and member of the executive committee of the AXA Group and executive vice chairman of the French Business Confederation. Mr. Kessler is a Fellow of the French Institute of Actuaries and holds a PhD in economics and is a graduate of Ecole des Hautes Etudes Commerciales (HEC Paris). In addition, he holds honorary degrees from the Moscow Academy of Finance and the University of Montreal.

While Mr. Kessler is currently the CEO and Chair of a public company and serves as an outside director of two public companies (Invesco and BNP Paribas), he has demonstrated a continued commitment to Invesco. SCOR has announced that Mr. Kessler will transition from his role a CEO of SCOR SE in 2022, but he will continue to serve as SCOR SE’s Chairman of the Board of Directors after that time. Mr. Kessler’s unique perspective, fueled by his experience as an economist, his diverse international business experience and current position with a major global reinsurance company, significantly enhances the skill set of our Board of Directors by providing, among other things, valuable insight into both the investment management industry’s macro-economic positioning over the long-term across multiple geographies as well as our company’s particular challenges within that industry. The fact that his current position and experience is in a similar industry as the company, combined with his 19 years of service on our Board, allows Mr. Kessler to quickly achieve a sophisticated understanding of the issues to be addressed by the company and its industry.

In addition, his commitment is reflected by his attendance during 2020 at all of Invesco’s Board of Director’s meetings and all of the Board’s Committees on which he serves. Importantly, during 2020 and 2021’s unprecedented COVID-19 pandemic, which could be viewed as a global crisis and a material event for Invesco as a global company, Mr. Kessler’s dedication to the company and its Board strengthened despite other demands placed upon him during these unprecedented times.

Director qualifications

Nelson Peltz

Non-executive director

Age             Tenure

78¹                <1 Year

Committees:

Qualifications:

Nelson Peltz

Nelson Peltz has served as a non-executive director of our company since November 2020 and has been Chief Executive Officer and a Founding Partner of Trian Fund Management, L.P. since its inception in 2005. From April 1993 through June 2007, Mr. Peltz served as Chairman and Chief Executive Officer of Triarc Companies, Inc. Mr. Peltz was Chairman and Chief Executive Officer and a director of Triangle Industries, Inc. from 1983 until December 1988.

Mr. Peltz is Honorary Co-Chairman of the Board of Trustees and Chairman of the Board of Governors of the Simon Wiesenthal Center. In addition, he is a member of the Board of Overseers of the Weill Cornell Medical College and Graduate School of Medical Sciences, a member and trustee of NewYork-Presbyterian Hospital, a member and governor of NewYork-Presbyterian Foundation, Inc., a member of the Board of Overseers of The Milken Institute, a member of the Honorary Board of Directors of the Prostate Cancer Foundation (formerly known as CaP CURE), a member of the Intrepid Advisory Council, a former member of the Board of Trustees of the Intrepid Museum Foundation and a member of the Board of Directors of the Avon Old Farms School. Mr. Peltz attended The Wharton School of the University of Pennsylvania.

Director qualifications

Sir Nigel Sheinwald

Non-executive director

Age             Tenure

67                6 Years

Committees:

Qualifications:

Paula C. Tolliver

Non-executive director nominee

Age

56

Committees:¹

Qualifications:

Sir Nigel Sheinwald

Sir Nigel Sheinwald has served as a non-executive director of our company since 2015. Sir Nigel was a senior British diplomat who served as British Ambassador to the United States from 2007 to 2012, before retiring from Her Majesty’s Diplomatic Service. Previously, he served as Foreign Policy and Defence Adviser to the Prime Minister from 2003 to 2007 and as British Ambassador and Permanent Representative to the European Union in Brussels from 2000 to 2003. Sir Nigel joined the Diplomatic Service in 1976 and served in Brussels, Washington, Moscow, and in a wide range of policy roles in London. From 2014 to 2015, Sir Nigel served as the Prime Minister’s Special Envoy on intelligence and law enforcement data sharing. Sir Nigel also serves as a senior advisor to the Universal Music Group and Tanium, Inc. and is a visiting professor at King’s College, London. In addition, Sir Nigel serves on the Advisory Boards of the Ditchley Foundation, BritishAmerican Business and the Centre for European Reform. He is an Honorary Bencher of the Middle Temple, one of London’s legal inns of court. Sir Nigel received his M.A. degree from Balliol College, University of Oxford, where he is now an Honorary Fellow.

Director qualifications

Paula C. Tolliver

Paula C. Tolliver is a director nominee this year. She is the founder and principal of TechEdge, a consulting firm specializing in advising executive leadership on information technology strategies. Ms. Tolliver previously served as corporate vice president and chief information officer at Intel Corporation, a technology company, from 2016 to 2019. Prior to joining Intel, Ms. Tolliver served as corporate vice president of Business Services and chief information officer at The Dow Chemical Company (a wholly owned subsidiary of Dow, Inc.) from 2012 to 2016. Ms. Tolliver also led a services business for Dow Chemical, in addition to holding a variety of other roles in her 20 plus years with the company. She earned a bachelor’s degree in Business Information Systems and Computer Science from Ohio University.

Director qualifications

G. Richard Wagoner, Jr.

Chair of the Board

Age                 Tenure

68                    8 Years

Committees:

Qualifications:

Phoebe A. Wood

Non-executive director

Age                 Tenure

67                   11 Years

Committees:

Qualifications:

G. Richard Wagoner, Jr.

G. Richard (“Rick”) Wagoner, Jr. has served as Chair of our company since May 2019 and as a non-executive director of our company since 2013. Mr. Wagoner served as Chairman and chief executive officer of General Motors Corporation (“GM”) from 2003 through March 2009, and had been president and chief executive officer since 2000. Prior positions held at GM during his 32-year career with that company include president and chief operating officer, executive vice president and president of North American operations, executive vice president, chief financial officer and head of worldwide purchasing, and president and managing director of General Motors do Brasil. Mr. Wagoner is a member of the board of directors of Excelitas Technologies, a privately-held company. In addition, he advises several financial firms, start-ups and early-stage ventures. Mr. Wagoner is a member of the Virginia Commonwealth University Board of Visitors, the Duke Kunshan University Advisory Board and the Duke University’s Health System Board of Directors. In addition, he is a honorary member of the mayor of Shanghai, China’s International Business Leaders Advisory Council. Mr. Wagoner received his B.A. from Duke University and his M.B.A. from Harvard University.

Director qualifications

Phoebe A. Wood

Phoebe Wood has served as a non-executive director of our company since 2010. She is currently a principal at CompaniesWood and served as vice chairman, chief financial officer and in other capacities at Brown-Forman Corporation from 2001 until her retirement in 2008. Prior to Brown-Forman, Ms. Wood was vice president, chief financial officer and a director of Propel Corporation (a subsidiary of Motorola) from 2000 to 2001. Previously, Ms. Wood served in various capacities during her tenure at Atlantic Richfield Company (ARCO) from 1976 to 2000. Ms. Wood currently serves on the boards of trustees for the Gheens Foundation and the American Printing House for the Blind (Chair). Ms. Wood received her A.B. degree from Smith College and her M.B.A. from the University of California Los Angeles.

Director qualifications

Director independence

Board meetings and annual general meeting of shareholders

Committee membership and meetings

1 Mr. Finke joined the Audit Committee effective December 1, 2020.

Director compensation

The compensation committee annually reviews and determines the compensation paid to non-executive directors. No executive officer of the company is involved in recommending or determining non-executive director compensation levels. Mr. Flanagan does not receive compensation for his service as a director. The committee considers, among other things, the following policies and principles:

As a part of its annual review, the committee engaged Johnson Associates, Inc. (“Johnson Associates”) as a third-party consultant to report on comparable non-executive director compensation practices and levels. This report included a review of director compensation at the same peer companies the committee considers for executive compensation practices. See page 57 for a list of our 2020 peers.

In December 2019, following its annual review, the compensation committee determined that the annual equity award value would increase from $145,000 to $180,000 for the 2020 service period. All other compensation for the 2020 service period would remain the same. The committee also added a one-year vesting requirement for equity awards commencing with the 2020 service period. In April 2020, given the then-current condition of the market resulting from the COVID-19 pandemic, the Board determined to revert the compensation of non-executive directors to 2019 compensation levels. As a result, the increase to the equity award value did not occur. The one-year vesting requirement for equity awards for the 2020 service period remains in place.

The compensation for non-executive directors for the 2020 service period was as follows, with each component paid in quarterly installments in arrears:

We also reimburse each of our non-executive directors for their travel expenses incurred in connection with attendance at Board of Directors and committee meetings. Directors do not receive any meeting or attendance fees. Invesco does not have a deferred compensation plan for its directors.

In December 2020, following its annual review, the compensation committee determined that compensation for the 2021 service period would remain the same. In addition, the compensation committee approved the transition of granting equity awards from a quarterly basis to an annual basis.

Stock ownership policy for non-executive directors — All shares granted to our non-executive directors are subject to the Non-Executive Director Stock Ownership Policy. The policy generally requires each non-executive director to achieve and thereafter maintain an ownership level of at least 18,000 shares within seven years of such director’s first appointment as a non-executive director. Until such ownership level is achieved, each non-executive director is generally required to continue to retain at least 50% of all shares received as compensation from the company. The following table shows the status of our non-executive directors meeting the requirements of the policy as of December 31, 2020.

2020 Non-executive director stock ownership

Shares held as of December 31, 2020

Name		Shares held		Requirement met		Name		Shares held		Requirement met
Beshar		49,740				Kessler		73,078
Finke1,2		0				Peltz3		45,457,427
Garden3		45,457,427				Sheinwald		36,561
Glavin2		15,677				Wagoner		57,463
Henrickson		61,472				Wood		53,528

Director compensation table

The following table sets forth the compensation paid to our non-executive directors during 2020.

The following table presents the grant date fair value for each share award made to each non-executive director during 2020.

1 Messrs. Garden and Peltz were elected to the Board effective November 4, 2020. Mr. Finke was elected to the Board effective December 1, 2020.

Director outstanding awards table

The following table provides information about outstanding equity awards held by our non-executive directors as of December 31, 2020.

1 Time-based equity awards granted under the 2016 Global Equity Incentive Plan vest in one installment on the one-year anniversary of the date of grant.

2 Dividends and dividend equivalents on unvested time-based equity awards are paid at the same time and rate as on our shares.

3 Messrs. Garden and Peltz were elected to the Board effective November 4, 2020. Mr. Finke was elected to the Board effective December 1, 2020.

Proposal

1

Corporate governance

Corporate governance guidelines

The Board has adopted Corporate Governance Guidelines (“Guidelines”) and Terms of Reference for our Chair and for our Chief Executive Officer, each of which is available in the corporate governance section of the company’s website. The Guidelines set forth the practices the Board follows with respect to, among other matters, the composition of the Board, director responsibilities, Board committees, director access to officers, employees and independent advisors, director compensation and performance evaluation of the Board.

Code of conduct and directors’ code of conduct

As part of our ethics and compliance program, our Board has approved a code of ethics (the “Code of Conduct”) that applies to our principal executive officer, principal financial officer, principal accounting officer and persons performing similar functions, as well as to our other officers and employees. The Code of Conduct is posted on the company’s website. In addition, we have adopted a separate Directors’ Code of Conduct that applies to all members of the Board. We intend to satisfy the disclosure requirement regarding any amendment to, or a waiver of, a provision of the Code of Conduct for our directors and executive officers by posting such information on the company’s website. The company maintains a compliance reporting line, where employees and individuals outside the company can anonymously submit a complaint or concern regarding compliance with applicable laws, rules or regulations, the Code of Conduct, as well as accounting, auditing, ethical or other concerns.

Board leadership structure

As described in the Guidelines, the company’s business is conducted day-to-day by its officers, managers and employees, under the direction of the Chief Executive Officer and the oversight of the Board, to serve the interest of our clients and enhance the long-term value of the company for its shareholders. The Board is elected by the shareholders to oversee our management team and to seek to assure that the long-term interests of the shareholders are being served. In light of these differences in the fundamental roles of the Board and management, the company has chosen to separate the Chief Executive Officer and Board Chair positions. The Board believes separation of these roles: (i) allows the Board to more effectively monitor and evaluate objectively the performance of the Chief Executive Officer, such that the Chief Executive Officer is more likely to be held accountable for his performance; (ii) allows the non-executive Chair to control the Board’s agenda and information flow; and (iii) creates an atmosphere in which other directors are more likely to challenge the Chief Executive Officer and other members of our senior management team. For these reasons, the company believes that this board leadership structure is currently the most appropriate structure for the company. Nevertheless, the Board may reassess the appropriateness of the existing structure at any time, including following changes in board composition, in management or in the character of the company’s business and operations.

Director recruitment

The nomination and corporate governance committee identifies and adds new directors using the following process:

		The committee reviews and updates its criteria for prospective directors based on succession planning for directors, to fill gaps in skill sets among current directors and to address new or evolving needs of the company. The committee then utilizes each of the following recommendations to determine the candidates for consideration: •  Directors •  Independent search firms   Candidates meet with the committee members, the Board Chair, the other Board members and the CEO who assess candidates based on several factors, including whether the candidate has skills that will assist the company in seeking to meet its long-term strategic objectives and will bring diversity of thought and the desired qualifications to our Board. While the Board has no formal policy regarding diversity, as the Board reviews its needs for additional directors, the Board routinely considers gender, ethnic and other diversity factors.

The nomination and corporate governance committee believes there are certain minimum qualifications that each director nominee must satisfy in order to be suitable for a position on the Board, including that such nominee:

The committee will consider candidates recommended for nomination to the Board by shareholders of the company. Shareholders may nominate candidates for election to the Board under Bermuda law and our Bye-Laws. The manner in which the committee evaluates candidates recommended by shareholders would be generally the same as any other candidate. However, the committee would also seek and consider information concerning any relationship between a shareholder recommending a candidate and the candidate to determine if the candidate can represent the interests of all of the shareholders. For further information regarding deadlines for shareholder proposals, see Important additional information — Shareholder proposals for the 2022 annual general meeting on page 88.

Director orientation and continuing education and development

When a new independent director joins the Board, we provide an orientation program for the purpose of providing the new director with an understanding of the strategy and operations of the company. To assist the directors in understanding the company and its industry and maintaining the level of expertise required for our directors, the company ‘s management team makes presentations during Board meetings relating to the competitive and industry environment and the company’s goals and strategies. In addition, at most meetings the Board receives presentations on various topics related to key industry trends, topical business issues and governance.

Each director is encouraged to participate in continuing education programs for public company directors sponsored by nationally recognized educational organizations not affiliated with the company. The cost of all such continuing education is paid for by the company.

Board evaluation process

		The Board engages an independent external advisor to coordinate the Board’s self-assessment by its members. The advisor has each director review a questionnaire and then performs one-on-one confidential interviews with directors. In addition to the questionnaires and interviews of each director, interviews are also conducted with those members of executive management who attend Board meetings on a regular basis.   The advisor prepares and presents a report to the Board, which discusses the findings of the advisor based upon its reviews.   The Board then discusses the evaluation to determine what action, if any, could further enhance the operations of the Board and its committees.

Shareholder engagement

Why we engage

One of our key priorities is ensuring robust outreach and engagement with our shareholders in order to:

How we engage

		Investor relations and senior management We provide institutional investors with many opportunities to provide feedback to senior management by participating in conferences, one-on-one and group meetings throughout the year.
		Shareholders Consistently for many years, we have engaged with representatives of our major shareholders through conference calls that occur outside of proxy season. These exchanges cover our executive compensation program, risk management, ESG, strategic planning processes and current and emerging governance practices generally and specifically with respect to Invesco.
		As investment professionals, we know the value of engaging with companies and seek to maintain an active and open dialogue with our shareholders. Although in 2020 we were not able to engage in person with our shareholders, we were able to virtually engage with them. We attempt to incorporate and address the feedback we receive from our shareholders into our practices. We look forward to continuing to expand our shareholder outreach efforts.

Communications with the Chair and other non-executive directors

Any interested party may communicate with the Chair of our Board or our non executive directors as a group at the following address:

Invesco Ltd.

1555 Peachtree Street N.E.

Atlanta, Georgia 30309

Attn: Office of the Company Secretary, Legal Department

Communications will be distributed to the Board, or to any of the Board’s committees or individual directors as appropriate, depending on the facts and circumstances of the communication. In that regard, the Invesco Board does not receive certain items which are unrelated to the duties and responsibilities of the Board.

In addition, the company maintains the Invesco Compliance Reporting Line for its employees or individuals outside the company to report complaints or concerns on an anonymous and confidential basis regarding questionable accounting, internal accounting controls or auditing matters and possible violations of the company’s Code of Conduct or law. Further information about the Invesco Compliance Reporting Line is available at the company’s website. The information on the company’s website is not intended to form a part of, and is not incorporated by reference into, this proxy statement.

Non-employees may submit any complaint regarding accounting, internal accounting controls or auditing matters directly to the audit committee of the Board of Directors by sending a written communication addressed to the Audit Committee at the address set forth above.

Board’s role in risk oversight

The Board has oversight responsibility for the company’s risk management processes including the monitoring of the company’s overall risk profile. Though Board committees address specific risks and risk processes within their purview, the Board has not delegated risk oversight to a committee as full Board engagement supports appropriate consideration of risk in strategy setting and a more holistic understanding of risk across the enterprise.

Invesco is committed to continually strengthening and evolving our risk management activities to ensure they keep pace with business change and client expectations. We believe a key factor in our ability to manage through challenging market conditions and significant business change is our integrated and global approach to risk management. Risk management is embedded in our day-to-day decision-making as well as our strategic planning process while our global risk management framework enables consistent and meaningful risk dialogue up, down and across the company. Our framework leverages two governance structures: (i) our Global Performance and Risk Committee oversees the management of core investment risks; and (ii) our Corporate Risk Management Committee oversees the management of all other business and strategy related risks. A network of regional, business unit and specific risk management committees, with oversight of the Corporate Risk Management Committee, provides ongoing identification, assessment, management and monitoring of risk that ensures both broad as well as in-depth, multi-layered coverage of the risks existing and emerging in the various domains of our business.

One of these risk management committees, the Global Security Oversight Committee, provides executive level oversight and monitoring of the end-to-end programs dedicated to managing information security and cyber related risk. Important to these programs is our investment in threat-intelligence, our active engagement in industry and government security-related forums and our utilization of external experts to challenge our program maturity, assess our controls and routinely test our capabilities.

The Board reviews and discusses with executive and senior management risk management information and reporting provided, at least quarterly, by the Global Performance and Risk Committee and the Corporate Risk Management Committee. The Board also reviews and approves the company’s risk appetite statement and crisis management framework. By receiving these reports, the Board maintains a practical understanding of the company’s risk management processes, overall risk profile and risk culture. In addition, Board and committee agenda business-related topics include discussion of the risks in our ongoing business as well as those introduced by new business developments. Through this regular and consistent risk communication and dialogue, the Board seeks to maintain reasonable assurance that all material risks of the company are being addressed and that the company is fostering a risk-aware culture in which effective risk management is embedded in the business.

Our risk management framework

In addition, the compensation committee annually assesses the risks of our compensation policies and practices. The compensation committee has concluded our policies and practices do not create risks that are reasonably likely to have a material adverse effect on the company. In reaching this conclusion, the compensation committee considered the input of a working group comprised of representatives from our human resources and finance departments that reviewed each of Invesco’s compensation plans.

Invesco’s compensation programs are designed to reward success over the long-term, promote a longer-term view of risk and return in decision making and seeks to protect against incentives for inappropriate risk taking. Examples of risk mitigation in our compensation program design include:

The audit committee routinely receives reports from the control functions of finance, legal, compliance and internal audit. The Global Head of Internal Audit reports to the Chair of the audit committee. The audit committee oversees the internal audit function’s planning and resource allocation in a manner designed to ensure testing of controls and other internal audit activities are appropriately prioritized in a risk-based manner. The audit committee also seeks to assure that appropriate risk-based inputs from management and internal audit are communicated to the company’s independent public auditors.

Cyber security

At a time when cyber threats are considered one of the most significant risks facing financial institutions, we continue to invest in our security capabilities to keep clients, employees, and critical assets safe, uphold privacy rights, and enable a secure and resilient business. We have a designated Global Chief Security Officer and have a global security program that combines information (including cyber) security, physical security, privacy, business recovery and operational resilience, and strategy and reporting under a single umbrella supported by an intelligence function that provides timely threat information.

Our information security program, led by our Chief Information Security Officer, is designed to oversee and maintain all aspects of information security risk and seeks to ensure the confidentiality, integrity and availability of information assets. This includes the implementation of controls aligned with industry guidelines and applicable statutes and regulations to identify threats, detect attacks and protect these information assets. We have an incident response program that includes periodic testing and is designed to restore business operations as quickly and as orderly as possible in the event of a breach.

What is Invesco doing to put ESG at the forefront of our role as investors?

For more information regarding Invesco’s ESG investment stewardship, please see our most recent ESG Investment Stewardship Report on the company’s website.

Invesco’s corporate stewardship

At Invesco, corporate stewardship matters. Our efforts are motivated by the belief that doing what is right for the environment, our people and the communities in which we have a presence helps us deliver positive outcomes for our shareholders. Our senior leaders and our employees are committed to the communities where we live, work and volunteer. We actively partner with non-profits, start-ups and other organizations to strengthen our communities. Our areas of focus are:

Through Invesco Cares and Environmental Green Teams, local Invesco offices identify areas of need that are unique to each specific community. Our Environmental Green Teams focus on preserving and improving the environment by focusing on reducing carbon emissions, eliminating plastic consumption, promoting waste awareness and recycling electronic computers and laptops. These groups also volunteer to clean up local community parks, plant trees and clean up marine areas around the globe. The Invesco culture encourages employees to go beyond their work responsibilities, and join with like-minded colleagues, to make an impact in communities we serve. Invesco Cares partners with local charitable organizations around the globe through volunteering, sharing our skills, and raising funds to improve the local communities where we work.

Invesco strives to align with the Global Reporting Initiative (GRI) standard reporting guidelines and Sustainability Accounting Standards Board (SASB) metrics for Asset Management & Custody Activities as further detailed in our Corporate Social Responsibility Report, which is available on the company website.

1 As of December 31, 2020

Commitment to inclusion and diversity

Fundamentally, we believe that in order to best help our clients and employees get more out of life, our workforce should reflect the diversity of people and perspectives of the communities we serve. We believe that diversity and inclusion are both moral and business imperatives. At Invesco, we are committed to improving diversity and inclusion across our global business.

Our 4 pillar approach to diversity and inclusion

At Invesco, there are four key components to our diversity and inclusion (“D&I”) strategy, focusing on:

We know that success requires the participation of all Invesco colleagues, and these guiding principles allow us to coordinate efforts across the organization, in every region in which we operate.

Purpose and priorities

Ensuring that every Invesco colleagues has a clear role to play in our D&I efforts is critical to our success. This begins at the top, where our CEO and each one of our Senior Managing Directors continue to have diversity and inclusion embedded in their annual performance goals. Executives also lead and sit on our newly formed Diversity & Inclusion Executive Committee, helping to push our agenda further and drive accountability into the organization.

Client and community

2020 marked a shift in our diversity and inclusion efforts as we began to cast an eye externally, focusing on how we can drive our communities forward. Be it through the creation of specific products geared toward underrepresented communities, the expansion of our supplier diversity program, or signing pledges like the State of Connecticut Corporate Call to Action, we aim to create more diverse and inclusive communities where we operate. We also work with a variety of external partners with the goal of improving diversity and inclusion both within Invesco and across our industry. For example, we are active members in a number of local or regional public or industry initiatives such as the UK and North America Asset Management Diversity Project, of which Invesco was a founding member.

Measuring success

All of these efforts are sponsored by our CEO and senior managing directors, supported by our senior leaders across the business, cascaded to our employees and captured in the firm’s business plans and leadership objectives. We know the importance of measuring our progress and have expanded our efforts by launching our first ever demographic data capture survey. Launched in October of 2020, all Invesco colleagues are invited to confidentially disclose their demographic data such as race and ethnicity, gender identity, sexual orientation, caregiver status, military service, neurodiversity, and more. We plan to use this data to track the experience of different population groups throughout the organization and seek to ensure equity across all groups at all levels.

We continue to track inclusion through employee surveys. We find a high level of engagement across groups and allow the results of these surveys to drive our inclusion goals and strategy for the year. In 2021, Invesco will continue to conduct “pulse surveys” to monitor, among other factors, our inclusion efforts and employee engagement.

A note on responding to the challenges of 2020

2020 hit our global community with multiple crises and our diversity and inclusion framework and employee networks were critical to our response. From the Covid-19 pandemic, to the racial reckoning in North America, many of our colleagues experienced difficulty operating “business as usual.” Our first priority was, and remains, the health and wellness of our employees, and a wide range of programs were put in place to support the mental wellbeing of our employees and the challenges they faced working remotely. In addition:

These examples are a sampling of the intersection between our inclusion work and our ability to respond to employee needs in real time and highlight the criticality of having a strong and agile D&I program at Invesco.

Information about the executive officers of the company

In addition to Martin L. Flanagan, whose information is set forth above under Information about Director Nominees, the following is a list of individuals serving as executive officers of the company as of the date of this Proxy Statement. All company executive officers are elected annually by the Board and serve at the discretion of the Board or our Chief Executive Officer.