RWS Annual Report 2022 web - Flipbook - Page 76
Corporate Governance Report (continued)
KEY BOARD ACTIONS DURING
THE YEAR
APPOINTMENT AND RE-ELECTION OF
DIRECTORS
•
The Company’s Annual General Meeting (AGM) will be held
on 22 February 2023.
Review and approval of the acquisition of Liones
Holdings B.V., whose flagship product, Fonto, is the
leading cloud native, data-driven authoring solution
for mission-critical documents.
•
Approval of the appointment of the new NonExecutive Director, Julie Southern
•
Review and approval of the proposed budget and
business plan for FY23
•
Ensuring that ESG initiatives are woven into divisional
and group management policies
•
Driving synergies from SDL acquisition, including real
estate rationalisation
•
Review and approval of the RWS Growth Model as
announced on our Capital Markets Day in March
2022 and associated RWS values
•
Review of Group-wide 'voice of the customer'
marketing programme
•
Review of continued compliance with the QCA
Corporate Governance Code
•
Conduct bi-annual review and approval of Group risk
register by the Board
•
Undertook a number of divisional and functional
reviews
•
•
•
Review of succession planning
Interview and appointment of an interim CFO
Interview and appointment of a new CFO, Candida
Davies and a new General Counsel and Company
Secretary, Jane Hyde.
An effective Board is critical to the success of RWS. In
order to ensure that the Board continues to operate
as efficiently as possible, the Board commissioned
an independent appraisal of the Board’s capabilities,
to confirm that the Board is capable and effective in
undertaking its responsibilities and duties. The Board
has committed to continue to seek independent
reviews to ensure its ongoing effectiveness.
The Board continues to hold formal annual
performance assessments for the CEO (led by
the Chairman) and CFO (led by the CEO). Factors
considered in the evaluation process include, but
are 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 Non-Executive Directors,
shareholders, other professional advisers to the Group,
and the Executive Team.
Notwithstanding that neither the Company’s Articles
of Association nor the QCA Guidelines (the corporate
governance code to which the Company adheres) require
them to do so, all of the Directors are standing for
re-election as has increasingly become the market
practice and standard of good corporate governance.
INTERNAL CONTROLS AND RISK
MANAGEMENT
The Board has overall responsibility for the Group’s
system of internal controls. The system is designed
to manage, rather than eliminate, the risk of failure
to achieve business objectives, and can only provide
reasonable and not absolute assurance against material
misstatement or loss.
The Directors believe that the Group has internal control
systems in place appropriate to the size and nature of
the business. The key elements are: regular Group Board
meetings with reports from and discussions with Senior
Executives on performance and key risk areas in the
business; monthly financial reporting, for the Group and
each division, of actual performance compared to budget
and previous year; annual budget setting; and a defined
organisational structure with appropriate delegation of
authority. In addition, bi-annually, the Board assesses
the risks facing the business and approves the steps and
timetable senior management has established to mitigate
those risks.
The Audit Committee is responsible for setting the risk
management framework and reviews this on an annual
basis.
Board Meetings
Eligible to attend
Attended
Andrew Brode
10
10
Ian El-Mokadem
10
10
Desmond Glass
5
5
Rod Day
7
7
David Clayton
10
10
Frances Earl
10
10
Gordon Stuart
10
10
Julie Southern
Lara Boro
76
RWS — Annual Report 2022
GOVERNANCE REPORT
2
2
10
10
