Statement of Compliance with the QCA Corporate Governance Code
Chairman’s introduction
The AIM Rules require that the Board of all companies listed on AIM disclose details of the recognised corporate governance code that they have chosen to apply, as well as how the company complies with that code. RWS has chosen to implement the QCA Corporate Governance Code (“QCA Code”). The QCA Code is based on 10 broad principles, with a corresponding set of disclosures, and details what are considered appropriate corporate governance arrangements for growing companies.
The Board considers that RWS does not depart from any of the principles of the QCA Code and our statement of compliance below sets out how we comply. Our compliance with the QCA Code is reviewed annually in line with its requirements.
Principle 1: Establish a strategy and business model which promote long-term value for shareholders
RWS (“RWS” or the “Group”) is a global AI solutions company empowering the world’s most trusted enterprise AI. Our proprietary Cultural Intelligence Layer, powered by 250,000 data specialists, cultural and language experts and deep domain professionals, backed by 45+ patents, makes enterprise AI culturally fluent, contextually accurate and secure, ensuring every interaction reflects a brand’s tone, context and customer values. Through our Generate, Transform and Protect segments, we deliver intelligent content, enterprise knowledge, large-scale localisation and IP protection for global growth. Trusted by 80+ of the world’s top 100 brands, RWS provides the confidence, governance and expertise organisations need to deploy AI safely, responsibly and at scale. Headquartered in the UK, RWS is listed on AIM (RWS.L).
RWS’s objective is to continue to increase shareholder value in the medium- to long-term by growing the Group’s revenue and profit before tax. The Group’s vision and medium-term strategy is focused on maximising value creation through three growth pillars:
- Refreshed go-to-market: Implementing a technology-first, regionally specialised sales approach to drive share of wallet and new logos focusing on enterprise clients in strategic high-value verticals and further developing our partner network.
- Technology and innovation: Using RWS’s technology assets and AI expertise to build our next generation of AI-first products that solve client challenges and are easily embedded in their operations.
- Efficiency: Developing a more efficient solution, through process rationalisation, further scaling of our offshore delivery centres and automation through the use of AI agents, enabling us to invest in product development.
These growth pillars are complemented by a high-performance culture, enabled by better data and insights and clear, performance-driven incentives.
The Group is organised around three segments. Each segment holds overall accountability and responsibility for revenue, profit, operations, sales, marketing and client delivery.
Through our Generate, Transform and Protect segments, we deliver intelligent content, enterprise knowledge, large-scale localisation and IP protection for global growth.
The Generate segment provides solutions that enable enterprises and governments to organise, enrich and meticulously manage the publication of their content and data. The segment also provides AI data services, spanning multilingual data annotation, reinforcement learning with human feedback, prompt and instruction tuning, safety and bias testing and synthetic data validation.
The Transform segment blends AI-enabled language technology with human expertise to help organisations transform how content is created, adapted and delivered worldwide. Services include everything from localisation and cultural adaptation to testing and applies to all content formats – text, voice, video, audio, software and increasingly, a dynamic blend of all five.
The Protect segment has longstanding expertise in IP management, supporting clients through the entire IP lifecycle. Services include patent search, filing and translation foundations, alongside renewals and recordals.
These segments are supported by three enabling functions. A newly created Go-to-Market function combines marketing, sales operations, pricing, inside sales and sales activation to drive greater customer value. The function collaborates closely with the sales teams in the three segments to support the delivery of profitable organic growth, with sales organised on a regional basis to maximise impact and effectiveness.
The Product and Technology function brings together all the Group’s technology expertise under one roof, driving innovation in our products and greater automation and efficiency across our internal applications. This function develops the future technology platforms for the Group, working collaboratively with the segments, product marketing and the Delivery function.
The Delivery function is the home of the platform that supports the delivery of our localisation services across all markets. The Delivery function is aligned with Transform and collaborates closely with the Product and Technology function to ensure our internal teams are set up to effectively deliver our products and services to customers. Greater automation and the simplification of our processes will be at the heart of the Delivery function’s work.
The segments and enabling functions are supported by four corporate functions – Finance, Human Resources, Legal and Professional Advisory and Corporate Development.
Principle 2: Seek to understand and meet shareholders needs and expectations
RWS is committed to maintaining an open dialogue with existing and prospective shareholders, both retail and institutional, to ensure that our strategy, business model and financial performance is communicated effectively to both existing and prospective shareholders.
Investor relations is a priority for the Group and we strive to ensure that both the analyst and investor communities understand fully our strategy, business model and financial and operational performance through regular and open communication. The CEO and the CFO, with support from the Chairman and the help of our external financial PR firm, are responsible for ensuring that the Group’s investment thesis is communicated through a broad range of distribution channels in a manner designed to encourage further dialogue with the market. We achieve this principally through investor roadshows, attending investor conferences, RNS announcements and our half and full year financial results and accompanying presentations.
The Annual General Meeting is our main forum for dialogue with retail shareholders, where we invite all shareholders to engage with the Board, ask questions and present their views in person.
Principle 3: Take into account wider stakeholder and social responsibilities and their implications for long-term success
RWS understands that in order to achieve its medium to long-term objectives it is important to develop and maintain strong relationships with all of our stakeholders and in the communities in which we operate. The Board has recently published its gender pay gap report and modern slavery statement and further information on our corporate and social responsibilities can be found here.
The Group is in regular communication with both its clients and supplier networks, and where formal performance delivery feedback channels exist, the results are distributed to the Executive Team for review. Informal communications and an open dialogue with both clients and suppliers is encouraged to enable timely resolution of any issues.
Principle 4: Embed effective risk management, considering both opportunities and threats, throughout the organisation
The Board routinely monitors risks that could materially and adversely affect the Group’s ability to achieve strategic goals, its financial condition and the results of its operations. The Board is supported by the Executive Risk Management Committee (“Risk Committee”) chaired by the General Counsel and Company Secretary, the Executive Team and other senior leaders who collectively play a key role in the identification, assessment and mitigation of risk and periodically report to the Board on progress.
The Group categorises risks according to the likelihood of occurrence and the potential impact on the Group. Impact is assessed on financial grounds. Financial impact in the period could be increased costs, reduced revenue, fines or increased management time required to deliver a given activity. The Directors have also assessed the risks on a gross basis (i.e. without existing mitigations) and a net basis (i.e. with existing mitigations).
During the year, the Audit Committee determined that further enhancements were needed to the Group’s risk management programme to introduce a more formalised, consistent process for embedding risk management in strategic planning and decision-making. A formal Group Risk Policy setting out the Group’s approach to risk and the allocation of responsibility for risk management was presented to the Board for approval. In addition, the Board established the Risk Committee to oversee the Group’s risk programme and facilitate the direct ownership of risk across the business.
During FY25, the Risk Committee reviewed the Group’s principal risks and recommended that two risks ("Failure to deliver the transformation programme" and "Complexity") be combined into a new risk "Failure to simplify the business and operations". In addition, it was recommended that "Foreign exchange and currency volatility" be reintroduced as a principal risk, given the significant financial impact of currency volatility on RWS during FY25. These recommendations were reviewed with the Executive Team during the year and approved by the Board of Directors in November 2025. As part of its annual review and in line with its risk responsibilities, the Board also considered risk appetite and exposure to help better inform the focus of its risk mitigation efforts.
For further details of the Principal Risks and Uncertainties considered material to the Group please refer to page 42 of our Annual Report.
Principle 5: Maintain the Board as a well-functioning, balanced team led by the Chairman
The Chairman has overall responsibility for the effective management of the Board. The Board comprises the Chairman, CEO and CFO and four Non-executive Directors. The Board considers that all of the Non-executive Directors are independent in character (save for Andrew Brode, who is not deemed independent due to his previous executive role at RWS) and that there are no relationships or circumstances which are likely to affect their independent judgement. The CEO and CFO have direct responsibility for business operations while the Chairman and Non-executive Directors have a responsibility to bring independent, objective judgement to bear on Board decisions. During the last financial year, the Board held six scheduled board meetings, with additional meetings as required, to review financial performance and approve key business decisions so that it retained control over strategic, budgetary, financial and organisational issues and monitored executive management.
The Chairman and the Company Secretary have responsibility to ensure that all Directors receive relevant Board papers in a timely fashion in order to facilitate a full and more effective discussion of matters during Board meetings.
The Group believes it has effective procedures in place to monitor and deal with potential conflicts of interest. The Board is aware of the other commitments and interests of its Directors and changes to these commitments and interests are reported to and, where appropriate, agreed by the rest of the Board.
Principle 6: Ensure that between them the Directors have the necessary up-to-date experience, skills and capabilities
The Board believes that as a collective, the Directors have the necessary blend of sector, financial and public market skills and experience, along with an effective balance of personal qualities and capabilities. Directors keep their skill sets up-to-date in a number of ways and their skills and expertise are reviewed on an annual basis. The Board is committed to providing specific training to Directors, be it internally sourced or via external advisers, to ensure their skill sets remain relevant for the Group’s requirements. A summary of the relevant experience of each of the Directors can be found here.
Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement
An effective Board is critical to the success of RWS. In order to ensure that the Board continues to operate as efficiently as possible, this year the Board undertook an internal appraisal of its capabilities facilitated by the Company Secretary, to confirm that the Board is capable and effective in undertaking its responsibilities and duties. The Board commissioned an independent review in 2022 and has committed to continue to seek independent, externally-facilitated reviews periodically to ensure its ongoing effectiveness. During 2025, an externally facilitated Board and Committee review was undertaken by Manchester Square Partners, details will be available in the Company’s 2026 Annual Report.
The Board continues to hold formal annual performance assessments for the CEO (led by the Chairman) and CFO (led by the CEO). 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 Non-executive Directors, shareholders, other professional advisers to the Group, and the Executive Team.
Principle 8: Promote a corporate culture that is based on ethical values and behaviours
The Board is committed to providing an environment and opportunities that encourage and reinforce the corporate culture of the Group. The Board is also committed to extending the values that it promotes to include all stakeholder groups. We are united by our purpose – unlocking global understanding – and we are guided by our four values, which shape how we think, act and behave with all our stakeholders: “partner”, “pioneer”, “progress” and “deliver”.
The Group’s activities are highly skilled and often labour intensive and therefore are reliant upon the skills, dedication and passion of all of our people and contractors, who are expected to meet our clients’ demand for excellent quality and timely delivery.
We look to employ people who reflect the diversity of the Group’s communities and reinforce our ethical values and behaviours. No discrimination is tolerated and we endeavour to give all colleagues an excellent working environment, the latest technology, appropriate training and development support, social opportunities and competitive benefits packages.
The regular dialogues we hold with colleagues are important to help us understand corporate culture, address concerns in a timely manner and explore further initiatives to make RWS an even better place to work. Dialogue is encouraged via one-to-one meetings with line managers, departmental team meetings and colleague briefings, both in-person and virtual. The Group conducts an annual colleague survey which allows us to understand the drivers of engagement, and plans are then formulated at organisational, divisional and functional levels to implement actions to improve engagement. Working closely with senior management, corporate culture is discussed regularly at Board meetings and provides an opportunity to explore concerns and assess colleague feedback and, where appropriate, put actions in place.
Principle 9: Maintain governance structures and processes that are fit for purpose and support good decision making by the Board
THE BOARD AND COMMITTEES
Board
The Board recognises 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.
The Board is responsible to shareholders for the effective direction and control of RWS and corporate governance and internal controls. The Board meets formally no less than six times a year, with additional meetings arranged, as required.
Each Board meeting is preceded by a clear agenda and relevant information is provided to Directors in advance of the meeting. The Company has established Audit, Nomination and Remuneration Committees of the Board with formally delegated duties and responsibilities.
The Board comprises the Chairman, CEO, CFO, Non-Executive Directors and the Company Secretary, Jane Hyde. In addition, various members of the Group’s senior management team are invited to Board meetings, as required, to report on their particular areas of responsibility.
Audit Committee
The Audit Committee is responsible for the independent monitoring of the effectiveness of the system of internal control, compliance, accounting policies and published financial statements on behalf of the Board. It receives and reviews reports from the Group’s management and external auditors relating to the annual financial statements and the accounting and internal control systems in use throughout the Group. Any significant findings or identified risks are reviewed so that appropriate action may be taken. In addition, the committee has oversight of the external audit process and reviews its effectiveness on an annual basis.
The Audit Committee comprises Gordon Stuart (Committee Chair), Graham Cooke and Frances Earl. The members are Non-Executive Directors and the Board is satisfied that they have recent and relevant financial experience. The Audit Committee operates under written terms of reference and is scheduled to meet at least twice a year. The Group’s external auditor and CFO attend the meetings when invited by the Audit Committee.
Nomination Committee
The Nomination Committee leads the process for appointment to the Board and ensures plans are in place for orderly succession for the Board and other senior management positions.
The Nomination Committee comprises the Chairman (Committee Chair) and all the Non-Executive Directors.
Remuneration Committee
The Remuneration Committee’s principal responsibility is to determine the policy for the remuneration of the Chairman, Executive Directors, Executive Team and Company Secretary.
The remuneration of Non-Executive Directors is a matter for the Board, excluding Non-Executive Directors. No Director takes part in any discussion concerning his or her own remuneration.
The Remuneration Committee comprises Frances Earl (Committee Chair), Paul Abbott and Gordon Stuart. The members of the committee are all Non-Executive Directors.
The Group’s remuneration policy is disclosed each year in the Group’s Annual Report and Accounts.
Division of Roles and Responsibilities
The Chairman leads and chairs the Board and has overall responsibility for corporate governance and the effective management of the Board.
The Senior Independent Director acts as a sounding board for the Chairman and a trusted intermediary for other Board members, leads the Chairman's performance review and succession process, and acts as an additional point of contact for shareholders.
The CEO provides leadership and management to the Group and its senior management team. The CEO promotes the development of objectives, strategies and performance standards while also overseeing and managing key risks across all segments of the Group. The CEO also plays a lead role in devising and implementing the Group’s corporate development strategy, including identifying and evaluating potential acquisition targets, and in investor relations to ensure that communications with the Group’s existing shareholders and financial institutions is maintained.
The CFO is responsible for shaping and executing upon the financial strategy and operational direction of the Group. In this role they also support the Group’s investor relations programme and corporate development efforts.
The General Counsel and Company Secretary holds overall responsibility for the Group’s legal, privacy, governance and risk management functions. She attends all Board and Committee meetings, ensures timely dissemination of information to the Board, supports the Board with inductions, training and evaluations, advises on all corporate governance matters, and acts as a point of contact for shareholders. The General Counsel and Company Secretary also oversees the Group’s risk management capabilities and chairs the Risk Committee.
Principle 10: Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders
The Group encourages the involvement of both institutional and private investors through a programme of meetings which encourage an open and honest dialogue.
Following the Group’s preliminary and half year results, meetings are held with analysts, institutional shareholders and groups of private shareholders. These meetings allow the Chairman and Executive Directors to update shareholders on the Group’s strategy and performance.
Regular updates are provided to the Board on meetings with shareholders and analysts, and brokers’ opinions are made available to the Board. Executive and Non-Executive Directors are available to meet shareholders if required. All Directors attend the Company’s AGM where the chairs of the Audit, Nomination and Remuneration Committees are available to answer questions.
January 2026