RWS AR 23 Final Single pages - Flipbook - Page 64
Section 172 Statement (continued)
DECISION MAKING IN PRACTICE
Acquisitions
As with other large and complex companies,
the Directors ful昀椀l their duties partly through a
governance framework, which delegates day-to-day
decision making to the Executive Directors and, within
de昀椀ned levels of costs and impact, divisional and
functional leadership.
The acquisition of Ireland-based Propylon in July 2023
was undertaken after the Board considered the strategic
rationale, the impact on future growth, the impact on
earnings accretion, as well as how the acquisition would
be received by the Company’s shareholders.
The governance structure, which covers the values and
behaviours expected of our colleagues, the standards
to which they must adhere, how we engage with
stakeholders, and how the Board looks to ensure that
we have a robust system of control and assurance
processes, is designed to drive high standards of
business conduct across the Group.
Our Environmental, Social and Governance ("ESG")
framework is structured around our key stakeholders,
and the Board has continued to focus on our approach
to and progress in delivering our ESG commitments.
Considering stakeholders in key decisions is
fundamental to RWS’s long term growth and success,
and engagement with our stakeholders enables the
Board to clearly understand what matters to them. It
is not always possible to provide positive outcomes
for all stakeholders and the Board may have to make
decisions based on balancing competing priorities of
stakeholders. Di昀昀ering interests are considered by the
Board, who assess the likely long-term consequences
of decisions, including the impact on stakeholders.
A summary of how the Board applied the factors listed
in section 172(1)(a) to (f) of the Companies Act 2006
when making principal decisions during the year is
provided below.
Share Repurchase Programme
During the year, the Board kept under review opportunities
for further investment in the business and prevailing equity
market conditions with a view to returning excess capital to
shareholders at the appropriate time.
The Board was updated on the Group’s capital structure
to enable the Board to assess the balance between the
capital requirements of the business and returning excess
capital to shareholders and continuing to maintain balance
sheet strength and 昀氀exibility. In line with its dividend policy
the Board agreed to make a 昀椀nal dividend payment to
shareholders for 2022 of 9.5 pence per share and interim
dividend for 2023 of 2.4 pence per share but recognised
that it had the ability to return additional surplus capital to
its shareholders.
The Board considered the capital requirements of the
business, the market backdrop, balance sheet position
and shareholder expectations as part of its deliberations.
The Board also took into account advice from its
corporate brokers Numis and Berenberg who con昀椀rmed
that in the context of historical trading and the Group’s
valuation at the time, it was economically sensible to
participate in a Share Repurchase programme. Other
methods such as a special dividend were also considered
by the Board, who concluded that a share repurchase
programme would bene昀椀t shareholders, speci昀椀cally
through the opportunity for increased future dividends
per share on the remaining shares and would also result
in an increase in earnings per share.
Accordingly, the Board approved a share repurchase
programme to return up to £50m of surplus cash to
shareholders ahead of the Company’s next Annual General
Meeting on 22 February 2024.
ESG
The corporate sustainability strategy is developed by the
Head of Sustainability and ESG and is tabled at the Board
for review and approval. The Board also receives monthly
updates on corporate sustainability issues and initiatives.
The General Counsel and Company Secretary receives
information on corporate sustainability performance
and assesses future risks and opportunities with other
members of the Executive Team.
Sustainability was a core consideration in the development
of the Group’s medium-term growth strategy and
purpose. Being a responsible business is important to us,
with a maturing approach to governance that helps to
64
RWS Holdings plc — Annual Report 2023
STRATEGIC REPORT
