Statement of Compliance with the QCA Corporate Governance Code
At RWS Holdings plc (“RWS” or the “Group”) we are strongly committed to upholding the values of good corporate governance and accountability to all the Group’s stakeholders including shareholders, employees, suppliers and clients. Our company values lie at the heart of everything we do. We were established as a small family-run business in the 1950s and have a long tradition of respecting and reinforcing the core values instilled by our founders which continue to guide the way we work and underpin our success in the industry.
At RWS we firmly believe that success should be pursued without detriment to others. We are committed to generating prosperity not only for shareholders and employees, but also for the communities in which we operate, the clients we serve and the suppliers we engage. Our values, which are championed by the Group’s Executive Directors, and closely 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 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.
– Andrew Brode, Chairman
Changes to AIM Rules in March 2018 require, since 28 September 2018, that the Board of all companies listed on AIM disclose details of the reorganized 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”). The QCA is based on 10 broad principles, with a corresponding set of disclosures, and details what is considered appropriate corporate governance arrangements for growing companies.
The Board considers that RWS does not depart from any of the principles of the QCA and our statement of compliance below sets out how we comply. Our compliance with the QCA will be reviewed annually in line with the requirements of the QCA code.
Principle 1: Establish a strategy and business model which promote long-term value for shareholders
RWS Holdings plc (“RWS” or the “Group”) is the world’s leading language solutions and technology group, focusing on market segments where the quality of its language services is of critical importance to its customers. The Group has a blue chip multinational client base spanning Europe, Asia Pacific, and North and South America across a range of sectors including technology, medical, pharmaceutical, financial services, legal, chemical, automotive and telecommunication.
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. Our strategy to achieve this is focused on providing an increasing range of complementary specialist translation, localization and broader language services, as well as language and content technologies, to existing and new customers, and hence drive organic growth. This is supplemented by selective acquisitions, providing these are complementary to our existing business, enhance shareholder value and allow the Group to maintain conservative debt leverage.
Following the acquisition of SDL plc, the Group is now organized into four divisions and provides detailed analysis of the performance of each business segment in both the half year and full year financial statements and related presentation materials.
RWS IP Services: is a combination of RWS’s patent translation and filing and patent information businesses. RWS is the world’s premier supplier of patent translations and filing solutions. RWS differentiates itself from the competition through the quality of its translations, its high level of IP expertise and customer service, and the use of its international web-based patent filing platform, “inovia”. Uniquely, the business employs over 100 full-time, highly qualified translators. RWS’s patent information business includes a comprehensive range of patent search and monitoring services as well as PatBase, one of the world’s leading and largest searchable commercial patent databases, access to which is sold on a SaaS business model. The acquisition of Article One Partners (“AOP”) in 2017 has allowed the business to utilize a unique crowd search platform and develop additional products for its clients.
RWS Regulated Industries: RWS Life Sciences and the Regulated Industries component of SDL’s former Language Services division have been combined to form RWS Regulated Industries. This division focuses solely on the language service needs of the regulated industries market including life sciences, healthcare, financial services and legal sectors. The division provides highly specialised technical translations and linguistic validation to our life sciences clients, and technical translations to our financial services and legal organisations principally in North America and Europe and increasingly in the growing Asia Pacific market.
RWS Language Services: SDL’s former Language Services division, excluding Regulated Industries has been combined with RWS Moravia to form RWS Language Services. Recognised as the world’s largest Language Service Provider, it helps customers to create, translate, and deliver content across 250+ languages to the technology industry and its clients include many of the largest publicly traded brands in the world. Through developing deep relationships with both industry leading clients and vendor networks it ensures the translation and localization of content and products using processes and technologies that are fit for the digital age while at the same time providing highly skilled, scalable resources to meet ever changing market demands.
RWS Language and Content Technology: Following the acquisition of SDL plc, SDL’s Language Technologies and Content Technologies have been combined into RWS Language and Content Technology offering the latest innovations in language and content management technology to help enterprises engage with global audiences – across any device. Our language technology enables enterprises to automate and manage the entire content lifecycle. And our web content and structured content management technology supports the creation, translation and delivery of global content at scale – in ways that are efficient, secure and compliant. The combination of our language and content technology – enhanced with state-of-the art Machine Learning – offers the capability to manage the ‘end-to-end’ translation supply chain.
Principle 2: Seek to understand and meet shareholders needs and expectations
RWS is committed to maintaining an open dialogue with 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, work alongside the Chairman with the help of our external financial PR firm, to ensure 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 (“AGM”) is our main forum for dialogue with retail shareholders, where we invite all holders of RWS shares to engage with the Board, ask questions and present their views in person. The AGM is led by our Chairman, Andrew Brode, and the full Board attends. The results of the AGM are announced via RNS, published on the RWS website and are filed subsequently at Companies House.
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 with the communities that we operate within. 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 senior management 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 organization
The Group considers a risk management framework as a vital tool to ensure existing and potential risks to the business are identified and mitigating actions are considered in full. The framework covers the extended business, including the Group’s supply chain, from key suppliers to end-customers. The CFO is charged with both identifying the broad market related risks to the Group and collating specific potential risks from the divisional Managing Directors for further assessment via the risk management framework.
Opportunities for the Group are assessed by the CFO in terms of potential financial benefit and return-on-investment, where appropriate.
The risk management framework categorizes potential risks to the business, first by considering the risk area and the specific identified risk, before applying an impact analysis that ranks the significance of the risk with the probability of the risk occurring to produce a gross risk score. This is then filtered against any mitigating controls before identifying any further action that is required to minimize the potential risk to the business. At the end of this process a net risk is assessed, and a risk owner assigned, along with an expected timetable to complete any identified further action.
The Group believes that it has fostered an open and proactive culture to risk management throughout its divisional structure. This has led to the establishment of a group-wide official risk register which is reviewed and approved on a semi-annual basis by the Boards.
Currently, the key risks included within the risk register are as follows: errors in the provision of the Group’s services; currency risk as the Group expands internationally giving rise to potential mismatches between currencies; in regulatory changes to patent translation requirements in Europe, in particular the proposed Unitary patent regime; in the emergence of new translation technologies, and in the potential failure to integrate acquired businesses successfully into RWS. Additionally, as with any people business providing high-quality services, the Group depends upon its ability to attract and retain well-trained management and staff. The risk of Brexit on our ability to continue to attract staff from the European Union remains under review.
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 currently comprises the Chairman and CEO and CFO as Executive Directors, and four Non-Executive Directors. The Board considers that all of the Non-Executive Directors are independent in character and that there are no relationships or circumstances which are likely to affect their independent judgement. The Executive Directors have direct responsibility for business operations whilst the Non-Executive Directors have a responsibility to bring independent, objective judgement to bear on Board decisions. During the last financial year, the Board met seven times to review financial performance and approve key business decisions so that it retained control over strategic, budgetary, financial and organizational 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, so 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 skillset up-to-date in a number of ways: through active membership of professional organizations and fulfilment of associated continuing professional development (CPD) requirements; by participating in business network groups; through holding Non-Executive positions with other public and private companies; and by maintaining active and highly relevant full-time employment. The Board is committed to providing specific training to Directors, be it internally sourced or via external advisers, to ensure their skillset remains 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. In Q3 the Board initiated an independent external review of the Board function and capability. Factors considered in the evaluation process included, but were 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.
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.
The Group’s activities are highly skilled and labour intensive and therefore highly reliant upon the skills, dedication and passion of all of our staff and contractors, who are expected to meet our clients demand for excellent quality and timely delivery. The values that we promote include the mutual respect of peers, commitment to outstanding quality of work, trust, integrity and honesty.
We look to employ individuals 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 employees an excellent working environment, the latest technology, appropriate training and development support, social opportunities and competitive benefits packages.
The regular dialogues we hold with employees is important to help us monitor corporate culture, address concerns in a timely manner and explore further initiatives to make RWS a better place to work. Dialogue is encouraged via one-to-one meetings with line managers, departmental team meetings and employee briefings. Working closely with senior management, corporate culture is discussed regularly at Board meetings and provides an opportunity to explore concerns and assess staff 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
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.
The Board is responsible to shareholders for effective direction and control of the Group and corporate governance and internal control. The Board meets formally no less than six times a year with additional meetings arranged, as required, and is tasked with developing the overall structure 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.
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 properly constituted Remuneration and Audit Committees of the Board with formally delegated duties and responsibilities.
The Board comprises Chairman, Andrew Brode; CEO, Ian El-Mokadem; CFO, Desmond Glass and four Non-Executive Directors: Lara Boro, David Clayton, Frances Earl and Gordon Stuart.
In addition, various members of the Group’s senior management team are invited to certain Board meetings to report on their particular areas of responsibility.
The Remuneration Committee’s principal responsibility is to determine the policy for the remuneration of the Chairman, the Executive Directors and, if required by the Board, the Senior Managers of the Group.
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), David Clayton, Gordon Stuart and Lara Boro. 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.
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), David Clayton 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 Group CFO attend the meetings when invited by the Audit Committee.
Executive Roles and Responsibilities
The Chairman leads and chairs 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. The Chairman is instrumental in developing strategy and setting objectives for the Group and overseeing investor relations and communication between the Group and its shareholders. The Chairman is also involved actively in the identification and evaluation of potential acquisition targets that fit within prescribed selective criteria to further grow the Group.
The CEO provides leadership and management to the Group and its senior management team. The CEO pushes the development of objectives, strategies and performance standards whilst also overseeing and managing key risks across all divisions of the Group. The CEO 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 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 he also supports the Group’s investor relations programme and corporate development efforts.
The Company Secretary 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.
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, and all Directors attend the Company’s AGM where the chairpersons of the Audit and Remuneration Committees are available to answer questions, if required.