Relations avec les investisseurs - Corporate Governance Code

Statement of Compliance with the QCA Corporate Governance Code

 

Chairman’s Introduction

At RWS Holdings plc (“RWS” or the “Group”) we are strongly committed to upholding the values of good corporate governance and accountability to all of the Group’s stakeholders including shareholders, staff, 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 1950’s 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 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.

– Andrew Brode, Chairman

 

Background

Changes to AIM Rules in March 2018 require, from 28 September 2018, that the Board of Directors 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 they consider 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 one of the world’s leading language solutions providers, 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, North America and Asia that is particularly active in the technology, medical, pharmaceutical, chemical, automotive and telecommunication industries.

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 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.

The Group is 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 Intellectual Property (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 recent acquisition of Article One Partners (“AOP”) has allowed the business to utilize a unique crowd search platform and develop additional products for its clients.

RWS Moravia: is the leading localization and language services provider to the technology industry, whose clients include many of the largest publicly traded technology companies 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 into over 250 languages 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 Life Sciences: focuses solely on the language service needs of the life sciences market, providing technical translations and linguistic validation to large pharmaceuticals and clinical research organizations principally in North America and Europe and increasingly in the growing Asia Pacific market.

RWS Language Solutions: has a particular emphasis on technical translations and has the capability to respond rapidly to client needs and to support wider client deliverables for other divisions.

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 effectively communicated 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 fully understand our strategy, business model and financial and operational performance through regular and open communication. The Executive Directors, the CEO and 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 subsequently filed 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 fully considered. 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 the 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 deliverable from this process is an official risk register which is reviewed and assessed on an annual basis by the Board of Directors. The Group believes that it has fostered an open and proactive culture to risk management throughout its divisional structure and has recently further strengthened this process through the introduction of a half yearly update and review of the formal risk register, which is updated by the senior management team and approved by both the CFO and the CEO.

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 successfully integrate acquired businesses 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 is, as yet, unknown.

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 six 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. On 28 March 2018, a new Non-Executive Director, Tomas Kratochvil, was appointed. Tomas is the former CEO of Moravia, acquired by the Group in November 2017, having held this position for eight years during which time he led the company to become a premier provider of globalization services.

The Chairman and the Company Secretary have responsibility to ensure that all Directors receive relevant Board papers in a timely fashion to ensure adequate notice is given for the Board to review the documentation in advance, 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 the Directors as a collective have the necessary balance of sector, financial and public markets skills and experience, along with an effective balance of personal qualities and capabilities. 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 skills and capabilities, with past experience where appropriate, of each of the Directors can be found here.

Principle 7: Evaluate Board performance based on clear and relevant objectives, seeking continuous improvement

The Board is committed to ensuring its effectiveness both as a collective and as individual directors. This extends to reviewing the effectiveness of the individual members of the Board, the Audit Committee and Remuneration Committee. The Board will consider options, including externally sourced professional advice and the introduction of a formal system, to evaluate performance.

Possible factors to be considered in this evaluation process would include commitment to the longer-term development of the Group, attendance at formal meetings, meaningful and varied contributions at Board meetings, progression over time and 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, who are expected to meet client 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.

RWS has always sought to be a socially responsible business which has a positive impact on the communities it operates within. We look to employ colleagues 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 and appropriate training.

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 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, Richard Thompson, CFO, Desmond Glass and four Non-Executive Directors, David Shrimpton, Lara Boro, Liz Lucas and Tomas Kratochvíl.

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.

Remuneration Committee

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 David Shrimpton, Liz Lucas, Lara Boro, Tomas Kratochvíl and Andrew Brode and is chaired by Liz Lucas. With the exception of Andrew Brode, the members of the committee are all Non-Executive Directors. Andrew Brode is the Group’s Chairman and a substantial shareholder in the ordinary shares of the Group. His membership of the Remuneration Committee reflects the Board’s view that his interests are very much aligned with those of the other shareholders.

The Group’s remuneration policy is disclosed each year in the Group’s Annual Report and Accounts.

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 Lara Boro, Liz Lucas, David Shrimpton (Chairman) and Andrew Brode. The members, with the exception of Andrew Brode, are Non-Executive Directors and the Board are satisfied that they have recent and relevant financial experience. The 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 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 actively involved 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.

Due to the size of the Group, the CFO 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.

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.

September 2018