RWS AR 23 Final Single pages - Flipbook - Page 76
Corporate Governance Report (continued)
KEY BOARD ACTIONS DURING THE
YEAR
BOARD EVALUATION
An e昀昀ective Board is critical to the success of RWS. In
order to ensure that the Board continues to operate as
e昀케ciently as possible, this year the Board undertook
an internal appraisal of its capabilities facilitated by the
Company Secretary, to con昀椀rm that the Board is capable
and e昀昀ective in undertaking its responsibilities and duties.
The Board commissioned an independent review in 2022
and has committed to continue to seek independent,
externally-facilitated reviews periodically to ensure its
ongoing e昀昀ectiveness.
•
Review and approval of the acquisition of
Propylon Holdings Ltd, whose component content
management system (CCMS) is used by governments,
standards bodies, legal publishers and regulated
昀椀rms.
•
•
Site visit to the Group’s operations in Brno, Czechia
•
Approval of the dividend policy for the 昀椀nal payment
for FY22 and interim payment for FY23.
•
Review and approval of the Share Repurchase
Programme.
•
Establishment of a Nomination Committee (the
inaugural Nomination Committee report can be found
on pages 86 and 87).
•
Review of ESG reporting metrics to ensure ESG
initiatives are embedded into divisional and group
management policies.
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.
•
Review and approval of revised ‘Speak-up’ Policy and
new Health & Safety Policy.
RE-ELECTION OF DIRECTORS
•
Review of Group response to cyber security incident
during the period.
•
Review of Group strategy, growth initiatives and
e昀케ciency programmes at a speci昀椀c strategy day and
throughout the year.
•
Review of all communications with investors and the
stock market.
•
Review of Group-wide 'Voice of the Customer'
marketing programme.
•
Review of continued compliance with the QCA
Corporate Governance Code and overall corporate
governance framework.
•
•
Review and approval of Group risk register.
•
Review of bank counterparty risk and mitigation of
credit exposure.
•
Review of succession planning and talent retention,
together with culture and colleague engagement.
Review and approval of the proposed budget and
business plan for FY24.
Undertook a number of divisional and functional
reviews, including Group transformation programme.
Further details on key decisions made by the Board
during the year can be found on pages 64 and 65.
Notwithstanding that neither the Company’s Articles of
Association nor the QCA Corporate Governance Code
require them to do so, all of the Directors are standing for
re-election in line with 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 昀椀nancial reporting, for the Group and
each division, of actual performance compared to budget
and previous year; annual budget setting; and a de昀椀ned
organisational structure with appropriate delegation of
authority. In addition, 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 periodically.
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RWS Holdings plc — Annual Report 2023 GOVERNANCE REPORT
