RWS Annual Report 2022 web - Flipbook - Page 79
Deliver
Growth
Principle
Compliance
MAINTAIN A DYNAMIC MANAGEMENT FRAMEWORK
5
6
7
Maintain the
Board as a
well-functioning,
balanced team led
by the Chairman
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As at 30 September 2022, the Board comprises the Chairman, Andrew Brode, alongside two
Executive Directors, Ian El-Mokadem and Rod Day, and five Non-Executive Directors, who are
Lara Boro, David Clayton, Frances Earl, Julie Southern and Gordon Stuart. Our Board works well,
bringing together its wealth of experience on strategy, operations and financial matters.
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Open communication, debate and thought leadership are encouraged and new proposals are
challenged rigorously.
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See Board of Directors pages 70 to 73, and 74 to 76 of the Corporate Governance Report.
Ensure that
between them the
Directors have the
necessary up-todate experience,
skills and
capabilities
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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.
All members of the Board keep their skill sets current in a variety of ways. Their skills and
expertise are reviewed on an annual basis.
See Board of Directors pages 70 to 73 and 74 to 76 of the Corporate Governance Report.
Evaluate Board
performance
based on clear and
relevant objectives,
seeking continuous
improvement
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8
Promote a
corporate culture
that is based on
ethical values and
behaviours
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9
Maintain
governance
structures and
processes that
are fit for purpose
and support good
decision making by
the Board
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Performance is reviewed annually and objectives set for the CEO and CFO.
During the review, initiatives and improvements are measured against those of the previous
review. New and updated actions are agreed.
An individual evaluation was undertaken which took the form of a questionnaire and a summary
of the results and feedback will be presented at a Board meeting. The results will be discussed
and actions taken to improve in areas where required.
A formal independent review of Board effectiveness was undertaken during 2022. Input was
received from all Directors and performance benchmarked against various criteria. The findings
were subsequently discussed collectively. The review found that the Board is well run and that
a great deal had been achieved during the previous 12 months. The review also provided an
opportunity for the Board to consider how to continue to evolve to ensure it remains effective as
the business progresses.
The Remuneration Committee evaluates the Executive Directors' performance alongside
remuneration and reward.
With regards to financial performance, the Audit Committee meets with the auditors to review the
plan for the year end audit, followed by a further meeting to review the results of the audit.
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. RWS’s Corporate Sustainability Policy encompasses the way we do business, our
colleagues, our clients, our community and the environment around us.
Our commitment to corporate sustainability is underpinned by our core ethical values and
behaviours and aims to deliver continual improvement in our economic, social and environmental
performance.
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.
Each Board meeting is preceded by a clear agenda and relevant information is provided to
Directors in advance of the meeting.
The Group has properly constituted Remuneration and Audit Committees of the Board with
formally delegated duties and responsibilities. The Group website describes the terms of
reference for the Committees.
In addition, various members of the Group’s Executive Team are invited to certain Board meetings
to report on their particular areas of responsibility.
See pages 74 to 76 of the Corporate Governance Report.
BUILD TRUST
10
Communicate
how the Company
is governed and
is performing
by maintaining
a dialogue with
shareholders and
other relevant
stakeholders
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We pride ourselves on having open communication with a range of stakeholders.
Communications with shareholders are explained in Principle 2 above.
Other communication includes investor roadshows and conferences, meetings with our brokers,
prospective investors, colleague briefings and one-on-one meetings with clients and suppliers
and the Annual Report.
The work of the sub-committees is described in the Governance section of the Annual Report on
pages 80 to 91.
The website includes historical announcements, copies of the Annual Report and copies of
presentations made at half-year and full-year presentations.
GOVERNANCE REPORT RWS — Annual Report 2022
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