An introduction from our Chairman
We are strongly committed to upholding the values of good corporate governance and accountability to all the Group’s stakeholders including shareholders, staff, clients, suppliers and our local communities. We believe that good corporate governance, which includes environmental and social issues, is important for the long-term success of the business.
Our company values of integrity, innovation, agility and co-operation lie at the heart of everything we do. We have a long tradition of respecting and reinforcing the core values instilled by our founders in the 1950s and these continue to guide the way we work and underpin our success in the industry.
We believe that success should be pursued without detriment to others or our environment. We are committed to generating prosperity for our shareholders and employees, the clients we serve, the suppliers we engage with and the communities in which we operate.
Our values, which are championed by the Group’s Executive Directors and monitored by the Board, are aligned with good corporate governance to allow for the continued international expansion and growth of the business, while enhancing the interests of all of the Group’s stakeholders. The Board understands that upholding good corporate governance is a significant factor in achieving this growth, while at the same time mitigating risks for the long-term benefit of the business.
At RWS, the Chairman and CEO roles are separate. As Chairman, I lead the Board and have overall responsibility for corporate governance and promoting the values of the Group, both internally to employees and externally to the broader stakeholder group. I am involved in developing strategy for the Group and overseeing investor relations and communication between the Group and its shareholders. A key part of the Board’s commitment to high standards of governance is active dialogue with its shareholders. I am also involved in the evaluation of potential acquisition targets that fit within prescribed selective criteria, to further grow the Group. All of the day-to-day operations of the Group are managed by the CEO and his leadership team.
As part of our commitment to high standards of governance, the Board recognises the importance of having Non-Executive Directors who are independent in character and judgment, and free from relationships which may affect, or could appear to affect their judgment.
The Board believes that it complies with all the principles of the QCA Corporate Governance Code.
Good governance and business standards are essential to the success and prosperity of RWS. RWS is committed to promoting transparent, fair and timely decision-making that considers the needs of all our stakeholders – employees, shareholders, clients, suppliers and our community.
Business ethics As an AIM listed company, RWS has chosen to implement The Quoted Companies Alliance Corporate Governance Code (the QCA Code). The principles and disclosures laid out by the QCA Code provide a framework to ensure we have the appropriate corporate governance arrangements in place. The Board considers that RWS does not depart from any of the principles of the QCA Code, which is reviewed annually in line with the requirements of the QCA Code.
Anti-Bribery and Corruption Policy
Our Anti-Bribery and Corruption Policy complements the QCA Code as regards to observing and upholding the zero tolerance position RWS takes on bribery and corruption, by defining and providing examples of the different types of behaviour likely to be characterized as acts of bribery and corruption and setting out rules applicable to employees with respect to entertainment and gifts.
Tax transparency statement
RWS Holdings plc and its subsidiaries (“RWS”) are committed to being a responsible corporate citizen within each jurisdiction in which it operates, and does not use “tax haven” countries or other tax avoidance arrangements as part of its tax planning.
RWS is straightforward, transparent and cooperative in all its dealings with tax authorities, ensuring that it is in compliance with all local taxation legislation and meets all applicable filing and payment deadlines.
As an employer of more than 7,500 employees across 39 countries and operating more than 90 offices globally, RWS also makes significant tax payments in respect of payroll taxes, value-added taxes and business/premises taxes.
Speaking Up / Whistle Blowing Policy
RWS is committed to the highest possible standards of professionalism, accountability and probity. Consistent with this commitment, we acknowledge the importance of having a system in place which will encourage employees and Directors to voice any concerns regarding the activities of RWS or offer a forum for suggestions as to how its activities can be improved. Our Speaking Up / Whistle Blowing policy provides guidance on the Policy and Procedure in the event of any suspected wrongdoing which may arise within the workplace.
RWS is not involved in meeting or lobbying authorities with regards to preparing legal and regulatory frameworks favourable to the development of its business globally.
The Board consists of seven members, the Chief Executive Officer and Chief Financial Officer as Executive Directors, the Chairman and four Independent Non-Executive Directors.
Under the UK Corporate Governance Code maintained by the Financial Reporting Council (“FRC”), four of our Non-Executive Directors are considered independent (ie. 57%) and there are no relationships or circumstances which are likely to affect their independent judgement.
The Board is chaired by Andrew Brode, the Chairman.
The Board is tasked with developing the overall strategy and direction of the business, ensuring that appropriate delegations of authority are communicated throughout the Group, monitoring Executive Director performance, reviewing the monthly operational and financial performance of the Group and formally approving the annual budget and audited financial statements of the Group. The Board also reviews and approves the formal risk register presented by the Chief Financial Officer bi-annually.
At RWS, the Chairman and Chief Executive Officer roles are separate. The Chairman leads the Board and has overall responsibility for corporate governance and promoting the values of the Group, both internally to employees and externally to the broader stakeholder group. He is involved in helping to develop the Group’s strategy and overseeing investor relations and communication between the Group and its shareholders. The Chairman works with the Chief Executive Officer and Chief Financial Officer in the evaluation of potential acquisition targets that fit within prescribed selective criteria, to further grow the Group.
The day-to-day operations of the Group are managed by the Chief Executive Officer. The Chief Executive Officer provides leadership and management to the Group and its senior management team. The Chief Executive Officer drives the development of objectives, strategies and performance standards whilst also overseeing key risks across all divisions of the Group. The Chief Executive Officer also plays a lead role in devising and implementing the Group’s corporate development strategy and in investor relations to ensure that communications with the Group’s shareholders and financial institutions are maintained.
The Chief Financial Officer, Desmond Glass, is responsible for shaping and executing the financial strategy of the Group. In this role he also supports the Group’s investor relations programme and corporate development efforts. The Chief Financial Officer also has responsibility for identifying the broad market related risks and collating specific potential risks from the divisional Managing Directors for further assessment via the established risk management framework. Due to the size of the Group and prior relevant experience, the Chief Financial Officer also serves as the Company Secretary and is charged with ensuring the delivery of clear and accurate management information to the Board to allow for timely deliberation and subsequent communication of agreed actions.
The Board is committed to providing an environment and opportunities that encourage and reinforce the corporate culture of the Group. It is committed to extending the values that it promotes, to include all stakeholder groups. The Board recognizes the importance of, and is committed to, ensuring that effective corporate governance procedures are in place that are appropriate for a public company of RWS’s size and complexity.
An effective Board is critical to the success of RWS. In order to ensure that the Board continues to operate as efficiently as possible, the Board commissioned a full independent appraisal of the Board’s capabilities, the results of which confirmed that the Board is capable and effective in undertaking its responsibilities and duties. The Board has committed to continue to seek periodic independent reviews to ensure its ongoing effectiveness.
The Board continues to hold formal annual performance assessments for the Chief Executive Officer (led by the Chairman) and Chief Financial Officer (led by the Chief Executive Officer). Factors considered in the evaluation process include, but are not limited to, commitment to the long-term development of the Group; attendance at formal meetings; meaningful and varied contributions at Board meetings; personal interaction and relationship building, with the Executive Directors, other professional advisers to the Group and the Senior Management team.
The Board of Directors met seven times in FY2020. The average attendance rate for all directors at these meetings was 100%.
The Non-Executive Directors do not have service contracts. Their appointments will continue unless and until terminated by either party giving not less than 30 days’ notice.
The service contracts of the Chairman and the Executive Directors continue unless and until terminated by either party giving at least six months’ notice.
The date of the Chairman’s service contract is 30 October 2003, and the service contracts of Richard Thompson and Desmond Glass are dated 1 November 2012 and 6 November 2017 respectively. In the event of early termination, the Chairman’s and the Executive Directors’ service contracts provide for compensation up to a maximum of the total benefits which he or she would have received during the notice period.
The members of the Audit Committee are all independent Non-Executive Directors and the Board is satisfied that the Committee Chair, has recent and relevant financial experience.
Although not a member of the Audit Committee, the CFO is invited to attend meetings. The Committee has engaged PricewaterhouseCoopers LLP (‘PwC’) to act as external auditors and they are also invited to attend Committee meetings.
The Committee reviews and makes recommendations to the Board on:
- any change in accounting policies
- decisions requiring a major element of financial judgement and risk
- compliance with accounting standards and legal and regulatory requirements
- disclosures in the annual report and financial statements
- reviewing the effectiveness of the Group’s financial and internal controls
- any significant concerns of the external auditor about the conduct, results or overall outcome of the annual audit of the Group
- any matters that may affect the independence of the external auditor
In addition, the Committee has oversight of the external audit process and reviews its effectiveness and approves any non-audit services provided.
The Audit Committee met twice in FY2020. The attendance rate at these meetings was 83%.
The Remuneration Committee meets at least once a year and is chaired by Frances Earl. The membership of the committee, in addition to the Committee Chair, comprises Lara Boro, Gordon Stuart and David Clayton. They are all Non-Executive Directors.
Our remuneration policy applies to the Chairman, Executive Directors and our Senior Management team.
We aim to offer competitive remuneration packages which are designed with a significant weighting towards performance-based components. Our policy is to provide a structure which attracts and, as importantly, retains key talent in a highly competitive international marketplace.
Remuneration policy objectives
In order to deliver the Group’s strategy, the primary objectives of our remuneration policy are:
- to have a transparent, simple and effective remuneration structure which encourages the delivery of Group targets in accordance with our business plan
- to motivate and retain the best people of the highest calibre by providing appropriate short- and long-term variable pay which is dependent upon challenging financial and, where applicable, ESG metrics for measuring executive performance which will focus on outcomes
- to promote the long-term success of the Group and ensure that our policy is aligned with the interests of, and feedback from, our shareholders
- to have a competitive remuneration structure which will attract new appropriately skilled executives to complement our teams worldwide
The Remuneration Committee follows the principles of good corporate governance in relation to the structure of its remuneration policy and, accordingly, takes account of the QCA Corporate Governance Code as adopted by the Board.
The remit of the Committee is primarily to determine and agree the framework or broad policy for the remuneration of the Company’s Executive Directors and the Senior Managers of the Group. The remuneration of Non-Executive Directors is a matter for the Board, excluding the Non-Executive Directors. The remuneration of the Chairman is a matter for the Remuneration Committee. No Director or Senior Executive is involved in any discussion or decision about his or her own remuneration.
The Board has confirmed that the Group’s overall remuneration policy is designed to attract and retain the best people and provide appropriate incentives to encourage enhanced performance and create growth in shareholder value.
The Remuneration Committee met twice in FY2020. The attendance rate at these meetings was 100%.
Under the chairmanship of Richard Thompson, Chief Executive Officer, the Management committee is comprised of three Presidents in charge of the Group’s divisional activities, a SVP Language Delivery, the Chief Financial Officer, the Group Corporate Development Director and the Chief Technology Officer.
The Management team’s role is to ensure the operational management of the RWS Group. The Management team is a decision-making body that focuses on operational matters matters and performance enhancement . It reviews major issues regarding operations, organization and various cross divisional projects and meets quarterly.