RWS AR 23 Final Single pages - Flipbook - Page 97
FOSTERING GOOD RELATIONSHIPS WITH STAKEHOLDERS
Understanding what matters to our stakeholders is
achieved by building strong, constructive relationships
and engaging regularly. We value the diverse perspectives
that our broad range of stakeholders bring to our decision
making. We recognise that engagement with stakeholders
is a vital part in the execution of our long-term strategy.
Our shareholders, colleagues, clients, suppliers and our
local communities are our key stakeholder groups.
We rely on our shareholders to 昀椀nance our activities
and the continuing expansion of our business. As such,
engagement with them, creating value for them and
shaping our future decisions based on the results of our
engagement with them is critical to the long-term success
of the Group.
DIRECTORS’ AUTHORITIES IN RELATION
TO SHARE CAPITAL
At the 22 February 2023 Annual General Meeting, the
Directors were generally and unconditionally authorised
to allot shares in the Company up to an aggregate nominal
value of £1,298,233.64 (being approximately one third
of the Company’s then issued share capital) or up to an
aggregate nominal value of £2,596,467.28 (representing
approximately two thirds of the Company’s then issued
share capital) in respect of a strictly pro-rata issue.
At the 2023 AGM, the Directors were also granted
additional powers to allot ordinary shares for cash (i) up
to a nominal value of £389,470,009 (being approximately
10% of the Company’s then issued share capital) and (ii)
up to a further nominal value of £389,470,009, in each
case without regard to the pre-emption provisions of the
Companies Act 2006, provided that the authority under
(ii) can only be used in connection with an acquisition or
speci昀椀ed capital investment.
These authorities are valid until the conclusion of the next
following AGM.
Our clients are at the core of our strategic thinking. It is in
response to their needs that we seek to provide quality,
e昀케cient solutions. We are acutely focused on how their
needs continue to develop in the 24/7 digital world we all
now inhabit.
It is the talent, passion and hard work of our people that
enable us to deliver the most e昀昀ective and innovative
solutions for our clients.
The relationships we build with stakeholders are subject
to sound governance to ensure insights are taken into
consideration in decision making at management and
Board level.
Please refer to the S172 Statement on page 61 for further
information on Board engagement with stakeholders.
AUTHORITY TO PURCHASE OWN SHARES
At the 2023 AGM, shareholders gave the Company
authority to make market purchases of up to 38,947,009
of its own ordinary shares (representing 10% of the
Company’s then issued share capital). This authority
expires at the conclusion of the next following AGM.
ACQUISITION OF OWN SHARES
On 14 June 2023 the Company announced a share
repurchase programme of up to £50 million to be
executed by the Company's 2024 AGM. As at 30
September 2023, 7,877,193 ordinary shares had been
purchased and cancelled.
EMPLOYEE SHARE AND SHARE OPTION
SCHEMES
The Company operates a number of employee and share
option schemes. Details of outstanding share awards and
share options are given in Note 22 to the consolidated
昀椀nancial statements on pages 149 to 151.
The Directors propose to seek equivalent authorities at
the 2024 AGM. The Directors have no immediate plans to
make use of these authorities, if granted, other than to
satisfy the exercise of options or vesting of awards under
the Company’s employee share schemes.
As at the date of this report, the Company does not hold any
ordinary shares in the capital of the Company in treasury.
GOVERNANCE REPORT
RWS Holdings plc — Annual Report 2023
97
