Robert Walters Group Annual Report and Accounts 2021

Strategic Report

Robert Walters Group at a Glance

The Robert Walters Group is a market-leading international specialist professional recruitment group. With operations in 31 countries, we deliver specialist recruitment services and recruitment process outsourcing and managed services across the globe. We match highly skilled professionals to permanent, contract and interim roles across the disciplines of accountancy and finance, banking, construction, engineering, human resources, insurance, legal, sales, marketing, secretarial and support and supply chain, logistics and procurement. Our client base ranges from the world’s leading corporations and financial services organisations through to SMEs and start-ups. Our commitment to teamwork, integrity, passion, innovation, quality and inclusion means that we are always striving to set the standard for the industry. We deliver engaging candidate experiences and power rewarding careers, giving talented individuals the freedom to choose and the opportunity to grow.

View our Annual Report and Accounts online: robertwaltersgroup.com/investors

Strategic Report
Financial Statements
Corporate Governance

Robert Walters Group
Annual Report and Accounts 2021

Corporate Governance

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2 Robert Walters Group Annual Report and Accounts 2021

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Introduction

Contents

Strategic Report
3 2021 Highlights
4 Robert Walters Group at a Glance
6 Chair’s Statement
8 Chief Executive’s Statement
12 Market Opportunities and Key Trends
18 Strategy in Action
28 Technology and Innovation
32 Living our Purpose
36 People and Culture
42 Equality, Diversity & Inclusion
47 Responsible Business
48 Powering People Potential
52 Protecting the Planet
54 Task Force on Climate-related Financial Disclosures (TCFD)
58 Financial Review
60 Key Performance Indicators
62 Principal Risks and Uncertainties
67 Section 172 Statement

Corporate Governance
68 Chair's Introduction to Corporate Governance
69 Report of the Board
70 Board of Directors
77 Report of the Audit and Risk Committee
80 Report of the Nominations Committee
82 Report of the Remuneration Committee
103 Directors’ Responsibility Statement
104 Directors’ Report

Financial Statements
108 Independent Auditor’s Report
116 Consolidated Income Statement
116 Consolidated Statement of Comprehensive Income
117 Consolidated Balance Sheet
118 Consolidated Cash Flow Statement
119 Consolidated Statement of Changes in Equity
120 Statement of Accounting Policies
126 Notes to the Group Accounts
144 Company Balance Sheet
145 Company Statement of Changes in Equity
146 Notes to the Company Accounts

Strategic Report
2 Robert Walters Group Annual Report and Accounts 2021

Our mission: We’re always striving to be the best. That means being the world’s leading specialist professional recruitment brand, delivering an exceptional service to our clients and candidates.

What we do: In an increasingly complex global recruitment market, the Group builds strong and long-term relationships with clients and candidates, and offers an end-to-end recruitment service on a local, regional and global basis.

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2 Robert Walters Group Annual Report and Accounts 2021

Specialist Professional Recruitment

Robert Walters recruits specialists for permanent, contract and interim roles across our core disciplines of accountancy and finance, banking, construction, engineering, human resources, insurance, legal, sales, marketing, secretarial and support and supply chain, logistics and procurement.

Recruitment Process Outsourcing

Resource Solutions is a market leader in recruitment process outsourcing (RPO) and managed services. Resource Solutions designs and deploys tailored recruitment outsourcing solutions for clients across the world.

Our services across the world:
* Specialist recruitment
* Global resourcing
* Talent management
* Managed services

People
Quality
Teamwork
Innovation
Integrity
Inclusion

Our core principles:

Corporate Governance

2021
Highlights

	2021	2020	Change
Revenue	£970.7m	£938.4m	4%
Net fee income	£353.6m	£302.4m	17%
Operating profit	£54.1m	£14.8m	266%
Profit before tax	£50.2m	£12.1m	315%
Basic EPS	46.3p	8.0p	479%

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5 Robert Walters Group
Annual Report and Accounts 2021

Group NFI

	2021	2020
Permanent/Contract net fee income	68%	64%
Resource Solutions net fee income	32%	36%

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6 Robert Walters Group Annual Report and Accounts 2021

Chair’s Statement

The Group delivered a record performance in 2021 with operating profit increasing by 266% (165%) to an all-time high of £54.1m. This has been achieved despite the backdrop of the ongoing global pandemic and a significant number of our businesses around the world experiencing prolonged periods of full or partial lockdowns. The macroeconomic outlook progressed as the macroeconomic outlook became increasingly positive underpinned by vaccination programme roll outs and the increasing ability of organisations and talent to adapt to ‘new normal’ ways of working.

The following table shows the financial data for the company:

	2021-12-31	2020-12-31
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ifrs-full:OtherReservesMember
robertwalters:OwnSharesHeldMember
ifrs-full:TreasurySharesMember
ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember
ifrs-full:RetainedEarningsMember
Total Equity
Total Liabilities
Total Assets
Total Non-current Liabilities
Total Current Liabilities
Total Non-current Assets
Total Current Assets
Cash and cash equivalents
Trade and other receivables
Property, plant and equipment
Intangible assets
Borrowings
Trade and other payables
Deferred tax liabilities
Provisions
Other financial liabilities
Revenue	£970.7m	£938.4m
Cost of sales
Gross profit
Operating expenses
Depreciation and amortisation
Operating profit	£54.1m	£14.8m
Finance income
Finance costs
Profit before tax	£50.2m	£12.1m
Income tax expense
Profit for the period	£41.8m	£9.9m
Other comprehensive income
Total comprehensive income for the period
Basic earnings per share	46.3p	8.0p
Diluted earnings per share	45.9p	7.9p

Year Ended	2021-12-31	2020-12-31
ifrs-full:IssuedCapitalMember
ifrs-full:SharePremiumMember
ifrs-full:OtherReservesMember
robertwalters:OwnSharesHeldMember
ifrs-full:TreasurySharesMember
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ifrs-full:RetainedEarningsMember

As at	2021-12-31	2020-12-31	2019-12-31
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ifrs-full:OtherReservesMember
robertwalters:OwnSharesHeldMember
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ifrs-full:RetainedEarningsMember

Year Ended	2021-01-01 to 2021-12-31	2020-01-01 to 2020-12-31
ifrs-full:IssuedCapitalMember
ifrs-full:SharePremiumMember
ifrs-full:OtherReservesMember
robertwalters:OwnSharesHeldMember
ifrs-full:TreasurySharesMember
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ifrs-full:RetainedEarningsMember

Year Ended	2021-01-01 to 2021-12-31	2020-01-01 to 2020-12-31
ifrs-full:IssuedCapitalMember
ifrs-full:SharePremiumMember
ifrs-full:OtherReservesMember
robertwalters:OwnSharesHeldMember
ifrs-full:TreasurySharesMember
ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember
ifrs-full:RetainedEarningsMember

As at	2021-12-31	2020-12-31	2019-12-31
ifrs-full:IssuedCapitalMember
ifrs-full:SharePremiumMember
ifrs-full:OtherReservesMember
robertwalters:OwnSharesHeldMember
ifrs-full:TreasurySharesMember
ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember
ifrs-full:RetainedEarningsMember

Year Ended	2021-01-01 to 2021-12-31	2020-01-01 to 2020-12-31
ifrs-full:IssuedCapitalMember
ifrs-full:SharePremiumMember
ifrs-full:OtherReservesMember
robertwalters:OwnSharesHeldMember
ifrs-full:TreasurySharesMember
ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember
ifrs-full:RetainedEarningsMember

Year Ended	2021-01-01 to 2021-12-31	2020-01-01 to 2020-12-31
ifrs-full:IssuedCapitalMember
ifrs-full:SharePremiumMember
ifrs-full:OtherReservesMember
robertwalters:OwnSharesHeldMember
ifrs-full:TreasurySharesMember
ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember
ifrs-full:RetainedEarningsMember

As at	2021-12-31	2020-12-31	2019-12-31
ifrs-full:IssuedCapitalMember
ifrs-full:SharePremiumMember
ifrs-full:OtherReservesMember
robertwalters:OwnSharesHeldMember
ifrs-full:TreasurySharesMember
ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember
ifrs-full:RetainedEarningsMember

Year Ended	2021-01-01 to 2021-12-31	2020-01-01 to 2020-12-31
ifrs-full:IssuedCapitalMember
ifrs-full:SharePremiumMember
ifrs-full:OtherReservesMember
robertwalters:OwnSharesHeldMember
ifrs-full:TreasurySharesMember
ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember
ifrs-full:RetainedEarningsMember

Year Ended	2021-01-01 to 2021-12-31	2020-01-01 to 2020-12-31
ifrs-full:IssuedCapitalMember
ifrs-full:SharePremiumMember
ifrs-full:OtherReservesMember
robertwalters:OwnSharesHeldMember
ifrs-full:TreasurySharesMember
ifrs-full:ReserveOfExchangeDifferencesOnTranslationMember
ifrs-full:RetainedEarningsMember

Robert Walters Group
Annual Report and Accounts 2021
Strategic Report

Group NFI

	2021	2020
Permanent/Contract net fee income	68%	64%
Resource Solutions net fee income	32%	36%

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Chair’s Statement

Market Opportunities and Key Trends

“The competition for talent is increasing across all geographies and professional disciplines driven by an ever-more agile and technologically-enabled workforce.”

Group NFI

	2021	2020
EMEA	47%
Asia Pacific	27%
The Americas	7%
UK	19%

Group NFI

	2021	2020
Permanent/Contract net fee income	68%	64%
Resource Solutions net fee income	32%	36%

Strategic Report
6 Robert Walters Group Annual Report and Accounts 2021

Chair’s Statement

Strategic Report

Permanent and interim recruitment activity were the strongest drivers of growth as organisations more readily utilized external expertise to support their hiring needs. The Group's results for the year ended 31 December 2021 have been presented excluding the impact of foreign exchange movements, by translating prior year exchange rates to local currency results for the current and prior years. Total net fee income was £374.0m (2020: £313.1m) and net fee income excluding Recruitment Process Outsourcing was £370.1m (2020: £309.5m). Operating profit was £35.1m (2020: £22.1m) and diluted earnings per share was 27.5p per share (2020: 8.0p per share). The Group has maintained a very strong balance sheet with net cash of £126.6m as at 31 December 2021 (31 December 2020: £155.5m). All of the Group’s regions delivered positive growth with fee income increasing by 23% (2020: 10%) in the second half of the year, a standout performance increasing fee income by 33% (2020: 10%) in the fourth quarter of the year, demonstrating the strength of the Group’s global brand and geographic footprint.

People and Culture

The Group’s purpose is to power people into positive futures and this is the foundation that underpins what we do as a business. In 2021, across our permanent, contract, interim and recruitment process outsourcing businesses, I am proud to say that we helped over 43,500 people achieve their potential through providing new careers and valued team members.

As a people-focused business, our commitment to our candidates and clients — it is as important to the development of our own people and culture. During the year, we added net 337 new people to the Group to continue to drive the business forward and maximise the opportunities we can see across the globe. We continued to invest in the ongoing development of both our permanent and temporary staff through a comprehensive range of coaching and training sessions delivered during the year.

Robert Walters Group Annual Report and Accounts 2021

Strategic Report

Financial Statements

Corporate Governance

Annual Report and Accounts 2021 Robert Walters Group

Whilst already proud of the comprehensive training programmes we run for our people at all levels, we are not resting on our laurels and have appointed a new Head of Learning & Development to continue to ensure our programmes are leading edge and support our ambition to be a market leader in the recruitment industry. I am also delighted to report that 75% of our promotions were female, as we continue to strive to improve gender balance particularly in senior leadership positions.

The transparency and regular cadence of communication, both through our global technology platforms and, of course, one-to-one phone or video conversations, has continued to be essential in fostering togetherness and teamwork particularly when our offices have been closed or at reduced capacity. Our senior management teams have continued to provide regular updates through our global internal communications platform, Workplace from Meta, as well as Microsoft Teams. But communication is not a one-way street and we have implemented several initiatives to ensure that our people’s voices are heard. We have recently launched a global employee feedback platform, which will provide valuable insights and feedback on issues such as ways of working, our culture and values. An Organisational Health Committee, comprising members of the Board, has also been established with a view to making recommendations to maintain, encourage and improve the health of the business from a people perspective.

Diversity, Equity & Inclusion

ED&I is another key area of focus for the Group and significant progress has been made over the last year. Following a Group-wide ED&I survey carried out in 2020, we worked closely with Vercida Consulting, one of the world’s leading ED&I consultancies, to design a comprehensive ED&I training programme that has been successfully rolled out to all managers and above globally.

The Group has also appointed a new Global Head of ED&I, starting in 2022, with a clear remit to ensure the Group continues to evolve and align with best practice. A global ED&I council has been established which provides regular updates to the Board and it's been positive to already see active ED&I discussion groups established to enable our people to share best practice and informally feed into our overall strategy and approach.

Sustainability and Corporate Responsibility

As a Group, we continue to be recognised as a leader in the ESG space. We were a finalist in the ESG at the EG Awards and the global Reuters Responsible Business Awards at which we were highly commended for our ESG activities. We have been a member of the FTSE4Good Index for the last thirteen years and we have reduced our carbon emissions by 60% since 2015. We also recognise that we have an ongoing responsibility to drive continued improvement and therefore, during the year, we published new targets, aligned to the United Nations’ Sustainable Development Goals to further reduce the Group’s environmental impact by 2030.

I would like to take this opportunity to thank all of our wonderful people across the globe for their energy, commitment and determination.

Ron Mobed
Chair

An ESG Committee has been established comprising members of our operational management team, Board and business support functions and we have recently engaged a leading ESG consultancy to conduct a Group-wide ESG Materiality Assessment to ensure we are prioritising the most important ESG issues for our business and stakeholders moving forward.

Board

I am delighted to welcome Matt Ashley to the Board as an independent Non-executive Director. Matt was appointed to the Board on 23 December 2021 and will be a member of each of our standing Committees and Chair of the Audit and Risk Committee, following the conclusion of our 2022 Annual General Meeting. Matt brings a wealth of experience in financial services and governance and I look forward to working closely with him.

Shareholder Returns

The Board has recommended a final dividend of 7.6p per share, which combined with the interim dividend of 5.4p per share would result in a total dividend of 13.0p per share for the full year (2020: 9.0p). In 2021, the Group purchased 1.6m shares at an average price of £7.47 per share through the Group’s Employee Share Trust. Further shares were purchased after year-end at an average price of £7.50 for £2.7m. The Board is seeking shareholder approval for the renewal of the company’s authority to purchase up to 10% of the Group’s issued share capital and will be seeking approval for the renewal of this authority at the Group’s Annual General Meeting on 28 April 2022.

Last and most certainly not least, I would like to take this opportunity to thank all of our wonderful people across the globe for their energy, commitment and determination to so successfully come through another pandemic-impacted year and deliver such an outstanding result.

Ron Mobed
Chair
7 March 2022

Strategic Report

Chief Executive’s Statement

The Group’s proven track record of profitably weathering international crises and benefiting from operational gearing when market conditions become more favourable enabled the Group to deliver its most profitable year ever.

Robert Walters Group Annual Report and Accounts 2021

Strategic Report

Financial Statements

Annual Report and Accounts 2021 Robert Walters Group

Corporate Governance

Annual Report and Accounts 2021 Robert Walters Group

The competition for talent is intensifying across all geographies and professional disciplines driven by an ever-more acute shortage of skilled and experienced professionals.

Robert Walters
Chief Executive

Clients and candidates were relatively cautious at the start of the year as a result of the uncertainty surrounding the likelihood of further Covid restrictions and the pace and sustainability of any global economic recovery. This early caution quickly gave way to increased recruitment activity and a buoyant market. The emergence of the Omicron variant during the fourth quarter did mean a return to Work from Home guidance or reduced office-based working, however, recruitment activity levels continued to increase with no material impact on productivity.

The Group’s performance across all geographies and professional disciplines was driven by an ever-more acute shortage of skilled professionals. The shortage has been exacerbated by the pandemic’s impact on talent mobility which has further served to restrict the availability of skilled professionals and create a significant demand for niche skill sets particularly in disciplines such as technology and digital demanding even higher premiums. The Group’s blend of revenue streams covering permanent, interim and contract recruitment and recruitment process outsourcing, coupled with our broad range of specialist disciplines and geographical reach, enabled us to benefit from this acceleration in recruitment activity right across the globe and to meet the diverse recruitment needs of our clients and candidates. Whilst the global pandemic has limited our ability to deliver our full suite of people development programmes, I am delighted that we have continued to grow our capability in high-growth and pandemic-proof disciplines such as technology, supply chain and interim with the establishment of 47 new teams.

The Group’s headcount increased by 11% year-on-year with total headcount at year-end standing at 3,484 (2020: 3,147).This is still below our peak headcount headroom and opportunities for further growth right across the globe. It is particularly pleasing to report that, during the period, consultant productivity increased by 13%.

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10 Robert Walters Group Annual Report and Accounts 2021

CHIEF EXECUTIVE’S STATEMENT continued

Review of Operations

Asia

Revenue was £427.0m (2020: £373.6m), an increase of 14%, reflecting 11% growth in headcount and 3% growth in consultant productivity. The region delivered an outstanding performance despite a number of markets experiencing prolonged full or partial lockdowns during the year.

China, our largest business, had a record year, increasing headcount by 21% and net fee income by 47%, strengthening our leading position in this high-growth and exciting recruitment market. Hong Kong bounced back strongly after a turbulent socio-economic and political period, with a significant increase in both net fee income and headcount. India, where our business continues to go from strength to strength delivering record net fee income and headcount.

In Asia, standout performances came from Malaysia and Vietnam with both businesses also producing record levels of net fee income and headcount. Australia, the second largest business in the region, had an excellent year with 13% growth in headcount and 27% growth in net fee income. During the year, we further cemented our dominant market position in New Zealand, increasing net fee income by 58% and headcount by 20%.

Resource Solutions had a record year across the region increasing both net fee income and headcount, underpinned by a number of new client wins and extensions, particularly in India and South East Asia.

Europe

Revenue was £216.1m (2020: £204.6m), an increase of 6%, reflecting 1% growth in headcount and 5% growth in consultant productivity. Our blend of permanent, contract and interim recruitment solutions continues to provide the Group with a competitive advantage across the region with our teams able to respond to the diverse nature of client and candidate needs. Permanent and interim grew most strongly during the period as markets recovered from an extremely tough 2020. Six of our eight businesses across the region more than doubled operating net fee income. France, our largest business in the region, bounced back well increasing net fee income by 9% and headcount by 10% year-on-year. Our mature businesses in the Netherlands and Belgium, which both weathered the 2020 Covid crisis exceptionally well, continued to perform strongly with net fee income increasing by 13% and 14% respectively. Our Spanish business, where we now have a footprint covering Madrid, Barcelona and Valencia, delivered strong growth in net fee income and headcount. And in Germany, I am delighted that we have seen an improvement in net fee income and headcount after a challenging few years.

Technology and Insights

The Group’s long-term investment in technology continued to provide our people with the ability to work remotely when required and ensured no impact on our ability to deliver the highest quality of service to our clients and candidates. Video CV and interviewing platforms again played an important role but it was heartening to see clients and candidates, where possible, beginning to revert to face-to-face meetings especially for the latter stages of recruitment processes. Our ability to provide comprehensive market insights and analysis to both clients and candidates continued to prove a key differentiator. Our use of market and external data to inform recruitment searches and decision-making has proven hugely advantageous to our clients. Additionally our global thought leadership programme encompassing whitepapers, e-guides, webinars and podcasts engaged over 100,000 clients and candidates during the year.

During the fourth quarter, we successfully rolled out Zenith, the Group’s new customer relationship management (CRM) system, in our Middle East business. This is the first of our regions to go live with the new system with the aim to have a fully integrated, customer-centric CRM system transitioned across by the end of 2022. The full global rollout of the new system is expected to be completed by the end of 2023.

Prior year exchange rates converted to local currency results for the current and prior years.

Strategic Report | Financial Statements | Annual Report and Accounts 2021 | Robert Walters Group 11
Corporate Governance | Outlook

Other International

Revenue was £30.0m (2020: £31.1m), a decrease of 4%, reflecting a 4% decrease in headcount and 0% growth in consultant productivity. In North America, our US business saw a single-digit decline in net fee income during the year, a consequence of the business continuing to emerge from the pandemic and we expect this to continue in 2022. We will continue to invest in our people and technology to further grow our existing businesses and to grow our US business over the coming year. Our business in Canada delivered a record performance in terms of both net fee income and headcount.

In South America, our newest businesses in Chile and Mexico continue to grow well, with Chile in particular having an excellent year increasing net fee income by over 70%. Africa continues to perform strongly with net fee income increasing by 4% and headcount by 24%, and in Brazil we saw strong growth in net fee income of 18% and headcount.

UK

Revenue was £297.6m (2020: £329.1m), a decrease of 10%, reflecting a 10% decrease in headcount and 0% growth in consultant productivity. Growth across the UK was broad- based with recruitment activity levels increasing across both permanent and contract and geographically across both London and the regions. Candidate shortages were most acute at the mid to senior end of the market, with legal, technology and commerce roles seeing the most significant shortages where competition for talent and wage inflation has been a major challenge. With hybrid working becoming ever more prevalent, clients became increasingly location agnostic when hiring and we expect this trend to continue through 2022. Resource Solutions in the UK saw a single-digit decline in net fee income year-on-year, primarily due to the ongoing impact of the pandemic and the decision for clients to re-hire on-site recruitment teams following the restructures and hiring freezes that were commonplace during 2020. Hiring momentum did increase during the second half of the year and we expect this to continue throughout 2022 as clients gear up hiring plans.

Strategic Report | 12 | Robert Walters Group | Annual Report and Accounts 2021
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Strategic Report | Financial Statements | Annual Report and Accounts 2021 | Robert Walters Group 13
Corporate Governance

As the second year of the pandemic draws to a close, the recruitment market has seen a significant shift. 2020 saw widespread restructuring and redundancies, 2021 saw a surge in demand for talent and a subsequent candidate shortage unlike anything seen in recent times, with businesses around the world struggling to attract and secure top talent across all professional disciplines. Even prior to the pandemic, various socio-political and economic factors had been fuelling this shortage, but the pandemic has accelerated this trend and given employees more time to reflect on their career aspirations, work-life balance and personal goals. Finding themselves unwilling to return to the status quo, this has led to what we have termed ‘The Great Re-evaluation’, with employees demanding more from their employers that better align with their own priorities and values.# Strategic Report

Market Opportunities and Key Trends Continued

As a result, and as companies seek to capitalise on the momentum of a recovering global economy, the balance sheets are now in a position to command higher salaries — up to 15% of base salary. This is driven by demand for professionals with specialist skills, particularly in technology, and by the talent shortages experienced across all sectors.

Key drivers
* Talent shortages across all disciplines
* Permanent recruitment becoming dominant as employers look to make long-term investments in talent
* Digital transformation and the increasing demand for specialist technology skills
* Rise in demand for professionals with ESG (Environmental, Social and Governance) skills

Our position & response
* Provision of end-to-end recruitment solutions to meet the varying needs of clients and candidates across the globe
* Global network of specialist consultants with industry experience and contacts
* Investment in headcount to take advantage of market opportunities
* Investing in advisory services and thought leadership to provide market intelligence and insights to clients and candidates
* Ongoing professional development and wellbeing initiatives to support our people

Throughout 2021, business leaders continued to struggle to reconcile competing priorities on the corporate agenda — in particular, the ongoing cost of maintaining physical workspaces in the wake of the increasing necessity (and demand) for hybrid and remote working options. While some businesses have made their positions and priorities very clear, many others around the world have been more reactionary, adapting their approach to accommodate new ways of working based on local government guidance and local infection rates at the time. For many businesses, the accelerated pace of change has created a great deal of confusion, especially with the lack of precedent of how to manage a hybrid workforce. This has meant that instead, continue working to address the disparity between commercial realities and the needs of their employees — all while trying to maintain a unique and attractive culture and to secure a competitive talent pool for the future. The pandemic has also created a renewed focus on wellbeing and mental health, with employers expected to provide support and resources to employees.

Adjusting to new ways of working

Key drivers
* Governments around the world are still maintaining varying degrees of lockdown driving continued remote or hybrid working
* Multinational companies need to implement approaches that work in line with local government responses and infection rates
* The lived experience of hybrid working, whether or not formal policies are in place to govern this activity

Our position & response
* Client- and candidate-focused thought leadership series, educating audiences around virtual/remote ways of working
* Advisory services for clients to develop their talent attraction approaches to cater to increased demand among candidates for more hybrid/remote working options
* Leveraging our relationship with Microsoft and other technology providers to ensure a seamless service to clients, partners and candidates, and to enable flexible and remote working for our own staff
* Investing in virtual and in-person cultural activities and wellbeing initiatives to support our global workforce and to foster a sense of belonging and community

Corporate Governance

The values of today’s workforce are changing. According to research, 77% of employees believe that it is important for a company to have a clear set of values that align with their own. This means that the company’s values didn’t align with their own. This is because employees want to feel a connection to their employer, and they want to know that the company’s values are aligned with their own personal values. This is not an issue that can be solved by simply aligning values — employees want to know that the businesses they work for, or want to work for, are purpose-driven organisations with a clear set of ethical values, particularly in terms of environmental sustainability and corporate responsibility. Yet, nowhere has this shift been clearer than in the area of ED&I, where employers have been forced to respond to the increasing demand for diversity and inclusion.

Companies around the world are addressing their diversity and inclusion initiatives with a renewed sense of urgency. The recent hiring of ED&I specialists signals the ever-growing importance of building inclusive cultures that represent a diverse range of viewpoints, backgrounds and experiences.

Increased demand for access to more diverse talent pools

Key drivers
* Growing social consciousness of issues across the ED&I spectrum
* Elevated priority of ED&I on executive and board agendas
* Increased scrutiny on employers to better champion inclusion in the workplace

Our position & response
* Established a new Head of Diversity, Equity and Inclusion. Starting in 2022, this role is key to driving the Group’s ED&I strategy forward
* Developing a strategic partnership with Vercida Consulting to provide training, advice and external feedback on our strategy
* Developed a new Diversity and Inclusion policy, and rolled out unconscious bias training to all employees to ensure that they are aligned with the Group’s approach
* Launching our Diverse Hiring Toolkit to educate consultants on ways to promote inclusive hiring processes for our clients as well as connect with untapped diverse talent pools
* Thought leadership for clients and candidates, including a new global ED&I webinar series featuring expert speakers from brands such as PwC, Levi’s and PayPal

Leading market research analysts predict that accelerated business transformation will continue as economic volatility prevails. With future strategy overtaking the immediate response to Covid, agility becomes a critical part of purchasing decisions. Many organisational operating models are becoming permanently hybrid, impacting working practices, talent management and workforce planning. Employee demand for meaningful work, or a values-led employer, is significant. Strain on talent acquisition teams, compounded by vaccine mandates and the lasting impact of the pandemic on female talent, sees Board-level attention focused on how suppliers can support client ambition. The combination of these factors means that the Resource Solutions business remains in a strong position to grow market share through 2022 and beyond.

Recruitment process outsourcing

Key drivers
* Hybrid working becoming part of standard operating procedures
* Skill shortages mean organisations diversify their talent through attraction and up-skilling/re-skilling employees
* The drive for greater efficiency, cost optimisation and business transformation means that RPO is seen as a key strategic solution for organisations to secure talent, reduce manual processes, and drive high quality/productivity outcomes
* Increased automation means robotic process automation (RPA) and predictive interventions become standard in new iterations of technology
* Convergence of markets and/or services creates new opportunities for integrated talent solutions, as organisations look to extend their talent acquisition strategy

Our position & response
* Investment in technology to enhance the quality service our people deliver: a connected digital strategy, aligning core services with RPA and AI to drive experiential recruitment
* Up-skilling and re-skilling: development and launch of our Recruiter Academy, which gives people from a non-recruitment background a launchpad into the world of recruitment, our Accelerate Academy, which helps experienced talent back into the workforce
* Launch of our workforce consultancy business, partnering to deliver holistic workforce solutions across SWP, Build, Borrow and Buy
* Expansion of our Global Services centres in Hyderabad and Manila, reinforcing Jacksonville, Johannesburg, and Manchester, opening of Wroclaw
* Data-driven insights and performance analytics to provide critical intelligence on business performance, market trends and workforce movements

As organisations faced a rapidly changing business and economic landscape throughout 2021, the role of market and business intelligence in enabling data-driven decision making became increasingly critical. Businesses using market intelligence to drive revenue, maintain their market share and make better informed decisions on talent acquisition, are in the strongest position. Advancements in the way data is collected and analysed led to the era of ‘Big Data’, but businesses are also at risk of having access to too much information without the ability to gain the insight needed to translate to meaningful action. As the recruitment market becomes more competitive, skill shortages more acute, and demand for specialist and hybrid skill sets grows, employers are increasingly deploying a data-led approach to better inform their hiring strategy and process.# Strategic Report

Data and insights driving hiring strategy

Key drivers — Increasingly competitive and complex recruitment landscape means employers need trusted market intelligence to secure the talent they need ahead of their competitors — Businesses moving away from transactional recruitment to partnerships with consultancies that can provide the level of market insight needed for strategic decisions — Businesses of all sizes leveraging business intelligence in their own organisations to improve operations and performance, and seeking business partners with the same data-led mindset and methodology

Our position & response — Expansion of our business intelligence division, providing bespoke, data-driven market intelligence to help clients [understand market trends, identify the right professionals and benchmark against competitors] — Using our proprietary data, together with trusted publicly available and third party insights and the knowledge of our experienced industry specialists to help clients make sound strategic hiring decisions — Partnering with businesses embarking on company [restructures or significant growth plans] to provide [talent mapping and competitor insights] — Launching the RSIntelligence platform, an on-demand, cloud-based talent intelligence tool, allowing business leaders to make data-led decisions in sourcing and recruiting top talent — Global thought leadership programme, encompassing whitepapers, e-guides, webinars and podcasts, engaged over 100,000 clients and candidates in 2021 — Leveraging PowerBI, from Microsoft, to provide our own business with key insights on which to make strategic and operational decisions

Strategy in Action

As the world continues to rapidly change around us, our long-standing strategy has kept us on course, underpinned by our purpose of powering people and organisations to fulfil their unique potential.

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Strategy in Action

Corporate Governance

We know that putting our clients, candidates [and colleagues] first is fundamental to [building] a sustainable future for our business, building long-term relationships based on trust. Further, our commitment to organic growth in terms of new markets and disciplines enables us to identify and take advantage of the right opportunities for our business and ensures the all-important DNA and culture of the Group continue to be replicated across the globe.

People and Relationships First

After more than two years since the onset of the pandemic, we understand and appreciate the crucial role that technology has played in helping us stay connected with colleagues, candidates and clients around the world. Yet, even as we begin to settle into new behaviours, working patterns and lifestyles shaped by the pandemic period, we maintain that cultivating long-term relationships, virtually or [through face-to-face interaction], has paid dividends many times — helping candidates grow their careers year after year, and in time, serving them as clients building teams of their own. This focus on relationships, underpinned by high-quality service, enables us to generate referrals, which are the bedrock of our business. Our investments in technology have [enabled us to maintain] these strong relationships, both with our clients and candidates as well as with colleagues. In 2021, ongoing pandemic conditions continued to limit our face-to-face interactions. Yet, having deployed Microsoft Surface Pros globally in 2019, we have been easily able to [connect with our clients and candidates] across the [globe, adapting to evolving government restrictions and enabling us to continue providing a seamless level of service to our clients and candidates at all times.] Meanwhile, we continued to use tools like Workplace from Meta and Microsoft Teams to keep our people engaged and connected, no matter where they worked. The pandemic has not been able to stop us from providing a rich candidate and client experience. We have continued the use of video CVs and interviewing platforms like Spark Hire and Odro, and having implemented these innovative tools prior to the pandemic, they [have enabled us to showcase our candidates in a way that allows clients to get a better feel for who they are, without necessarily being in the same location.] These tools have also [allowed us to communicate and engage with candidates] [and stay in touch with clients, particularly as many roles became fully remote in the past year.]

Organic growth

The Group’s strategy for growth is centred on international expansion and [the development of new disciplines, which is] helping us to leverage new opportunities and achieve a balanced footprint, covering both mature and developing markets.

Expanding into new geographic locations

Expanding into new geographic locations helps us to maintain a competitive edge, identifying new opportunities amid changing market conditions. The Group’s expansion is largely organic, making no acquisitions in the past decade and only four market-entry acquisitions in its 36-year history. When choosing new locations, we plan our timing meticulously — guided by the expertise of home-grown talent, who we consistently deploy to help launch our business in to new markets.

Growing new disciplines and specialist recruitment

We also grow the business by building scale in existing disciplines and launching new disciplines in high-growth areas. We choose new markets and disciplines that represent longer-term growth opportunities. In 2021, increasing global demand drove strong growth across all of our professional disciplines enabling us to invest in headcount to build out both existing and new teams.

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Strategy in Action continued

Celebrating our people to build a pipeline of future talent

As recruitment activity rapidly gained momentum throughout 2021, the Group continued to invest in [our people and our employer brand, to] attract top quality talent, and [retain our existing staff] across the Robert Walters business. To help attract top quality talent, and [become the employer of choice within the] recruitment industry, the Robert Walters business launched a new employee value proposition (EVP) and employer brand under a simple theme: “I’m Robert Walters.”

At its heart, the Robert Walters EVP and employer brand is all about the unique characteristics that unite our [employees and make the Robert Walters business unique, centred around four] key themes:

Opportunities for accelerated progression and international careers
The ability to make a personal, positive impact as a recruitment consultant
Our vibrant, dynamic working culture
Access to hands-on, expert training and development
The chance to be part of our high-performance teams

By showcasing real stories from our people, the employer brand has two [key objectives: firstly, to attract] talent by showing the outstanding career opportunities our people have had, and second, as a talent retention tool, both celebrating our employees’ many forms of success across the business and encouraging them to set ambitious goals for what they can achieve in their careers at Robert Walters.

Building on our success in 2020, the Group also continued its schedule of virtual webinar events for clients and candidates in 2021, sharing our industry insights and expertise on a wide range of topics.

[Webinars] covered [a range of subjects including leadership, to] recently promoted managers, advice on [managing remote teams and] [how to drive performance and productivity] in the [current economic climate]. These events, many of which were supported by detailed e-guides and wider campaigns, not only helped us to stay connected with our candidates and [clients, but also provided] leadership upon which our candidates and clients rely to make important decisions about their careers and businesses. As the appetite for face-to-face events [continues to diminish], [we believe that] in-person access to our thought leadership and career guidance means that both candidates and clients have [the opportunity to access our insights] [in a] way that works best for them.

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Case study: Robert Walters: Investing in high-growth disciplines

For two years, the pandemic has been responsible for seismic shifts in the [global economy], and [despite challenging conditions] in many markets and sectors, the Group has continued to make investments into high-value disciplines that address both the skills shortages in key markets as well as the needs of our clients. During 2021 and early 2022, we invested in creating 47 new recruitment teams across the globe. Throughout 2021, we saw a sustained demand for specialist technology skill sets, as the pandemic accelerated the need for digital transformation across all sectors. Whilst demand remains [strong and consistent], [the market is becoming more] [sophisticated, with greater] [nuance in the skills required], and [employers need to move] quickly during the hiring process. As such, many clients have continued to rely on our strong network of specialist consultants, helping them to reduce time-to-hire and secure top technology talent for their businesses. To further bolster our capability in this area, we’ve opened 15 new hyper-specialist technology recruitment teams across the globe, in the UK, Spain, Australia, Taiwan, Japan and the US, building on the expertise already in place in those locations in the areas of software development, data, security, consulting, digital apps and media and emerging technology. Growth in recruitment in the technology sector is only going to increase, and with highly specialist skills such as software development and cyber security increasingly sought after, employers are [challenged to find the specialist talent] they need.# Strategic Report

Strategy in Action Continued

Our Strategic Foundations

Home-grown senior management team
International employee mobility programme
Career progression based on performance
Diverse, inclusive and meritocratic

People and culture

"I’m really focused on re-skilling, bringing in people with the right attitude, and upskilling them, so we can mould and develop them into the Resource Solutions way of managing client service." Read Norma's Interview P39

In 2021, the Group was once again listed as a constituent member of the FTSE4Good index for the thirteenth consecutive year. Read more P35

Organic growth model
Maintain presence in tough markets
Retain clients, candidates and employees

Long-term business focus

Consultative, long-term relationships with clients and candidates
Focus on service levels and client and candidate satisfaction.
Comprehensive feedback processes
Relationships built on integrity

Commitment to quality

No fee splitting between consultants
No individual commission, unlike most competitors
No candidate ownership, so candidates are marketed to a broad range of clients

TEAM-BASED PROFIT SHARE

Corporate Governance

In 2021, the Group appointed Vercida Consulting, leading inclusion management experts, as its global ED&I strategic partner, to support us in driving forward our ED&I change agenda. This year we delivered a number of key initiatives.

Specialists

Teams recruit by specialised professional discipline
Specialist consultants recruit specialist professionals
Global database connects employers to highly skilled local and international talent pools
Highly targeted specialist headhunting approach secures the best talent
Entrepreneurial, open-minded people
Open to new ideas and ways of working
Work within a flat structure
Agile business model

Innovation culture

"It’s an exciting time for ED&I, and I believe there’s a big opportunity for us to make a tangible difference – making a meaningful change — both for our business, as well as for our clients, candidates and society at large." Read Coral's Interview P45

"2021 was a successful year as we worked towards completing our ambitious transformation programme." Read Kevin’s Interview P28 Read more P44

Resource Solutions: ADAPTING OUR OFFERING for a new world

Despite the challenges of the ongoing pandemic, there was still much to celebrate, as we continued to distinguish our brand and refine our comprehensive outsourced recruitment services within the competitive outsourced recruitment space. 2021 was a challenging year for the Resource Solutions business. Whilst activity levels and demand for our services increased, the underlying market dynamics created a difficult operational environment, with clients having to rehire on-site recruitment teams following the restructures and hiring freezes that dominated 2020. Despite these market challenges we took the strategic decision to continue to invest in our offering and develop our people to meet the changing needs of our clients, and invested in building our team and developing our people. A particular highlight of 2021 was the launch of our new Returner programme. Championed by CEO Norma Gillespie, the programme is unique in the market, encouraging skilled and experienced talent back into the workplace following a career break (for any reason). A global banking client has already signed on to this programme and we were pleased to see a strong pipeline of interest from other clients. In EMEA and the US, we also launched our consultancy business to better support our clients as they tackle and recover from various pandemic-related challenges. As part of this expanded offering, our consultancy function will encompass the new Accelerate Academy programme, which is being trialled in the UK before being rolled out in other locations. In partnership with the digital talent solution providers at Futureproof, our new Talent Cloud solution has been developed to help overcome skills shortages and reduce the time to hire for our clients. By leveraging AI and automation, the solution identifies and matches talent — applicants that lack industry specific qualifications but possess the aptitude to succeed and ability to upskill in new industries — and matches them to our clients based on organisational need. As part of our drive to engage with a more diverse pool of talent, we also began building our new Recruiter Academy, which gives people from non-recruitment backgrounds a launchpad into the world of recruitment, with a focus on skills and potential rather than educational background. After launching in EMEA in January 2022, we will be rolling the Academy out in the US later in the year. By the year-end, our new RSIntelligence platform, which empowers businesses to make data-led decisions in the sourcing and recruiting of top talent, had seen significant growth and delivered 20 market intelligence reports and 40 client heatmaps, and helped clients with their workforce planning and recruitment. We also delivered insightful thought leadership content, including whitepapers like Managing your Employer Brand in Challenging Times and Diversity: Practice Beyond Theory, and continued our popular series of podcasts and webinars with guest speakers on a range of topics, from resilience in the workplace to minimising bias in the recruitment process.

Evolving our business

Under the leadership of Mike Bennet, at the helm of Resource Solutions, the business set ambitious goals to not simply survive the challenges of Covid but to thrive in the post-pandemic world. In 2021, we invested in our leadership team, appointing new management in our North American business, as well as making key senior appointments across operations, technology, market intelligence and our business support functions, ensuring that we had a robust management structure to support the transition to a post-Covid world.

Awards

Our services and products were recognised in 2021 with accolades and awards both within our industry and the wider market.

The team won multiple industry awards around the globe. In EMEA, these included the APSCo Award for Excellence ‘Innovation’ category, as well as the Global Business Excellence Award for ‘Outstanding Innovation’ — both of which recognised our Inclusivity Audit. In APAC, we won two HRM Asia Reader’s Choice ‘Gold Awards’ for ‘Best Recruitment Outsourcing Solution’ and ‘Best Recruitment Firm — Client Experience’. We were also named winners of HRO Today’s ‘Baker’s Dozen’ Listing for Enterprise RPOs, and winners of a bronze award at the ‘HR Vendors of the Year’ awards. Additionally, our work was highly commended in two other prestigious awards, including the Reuters Responsible Business Awards. We were also named as winners of the Top 50 Emerging Technologies to Watch in 2022 and the Top 50 Leading Companies to Watch in 2022, for our AI and RPO solutions, respectively. For the second year in a row, Norma Gillespie was recognised in the SIA Executive Leadership and Influential Women lists 2021, as well as in the Phoenix51 Top 100 most influential women in staffing 2022’ list. Both Norma and Kristin Thomas, our Head of North America, were recognised in the HRO Today’s list of ‘2021 Superstars’. Beyond awards and accolades, we were honoured to receive glowing feedback from the UK’s National Health Service (NHS). As a key partner supporting the NHS throughout their recruitment needs, Resource Solutions has contributed to their work keeping people safe and well during one of the most challenging peacetime crises in living memory.

A people-focused organisation

We know how important our people are to our success. That’s why, in 2021, we launched our Global Leadership Development programme, our in-house leadership development programme for managers and leaders. Delivered both remotely and in person, the programme is a blend of current science and theory, with practical learning and application.# Strategy in Action

Marketing: Innovating to drive the business forward

Since the beginning, our brand has always been about people and relationships, but the events of the past two years have only underscored the critical importance of those relationships to our future stability and security as a business. To maintain our position as a global leader in specialist professional recruiting, we need to continue investing in the relationships we’ve established and nurtured throughout the years — that ƮŧļưǨхŧưǠƎŘƉƎưƁхƺǽǠхǨŧǠȔƎŘŧхƺɪŧǠƎưƁхļưşх enhancing the experience of the clients and candidates we work with.

Investing in our customer experience

What’s abundantly clear in today’s consumer-centric world is that the real battleground for brands — where winners and losers are decided — is customer experience. There is no longer ļхşƎɪŧǠŧưǵƎļǵƎƺưхƮļşŧхŗŧǵȕŧŧưхȕƉļǵхȕŧх as customers expect from our personal experiences with consumer brands and what we expect from our experiences with business service brands. As a Group, it’s ever more essential that every touchpoint we have — both digitally and physically — with our clients and ŘļưşƎşļǵŧǨхƎǨхļǨхǨŧļƮƥŧǨǨϮхŧɪŧŘǵƎȔŧх and productive as possible. This is also true internally, where our processes and technology must be optimally aligned to ensure that our consultants can work ƎưхǵƉŧхƮƺǨǵхŧɫŘƎŧưǵхȕļțϭхƺхǵƎƮŧхŘļưх be spent on that all-important human element of building long-term relationships.

Having spent nearly 20 years running marketing and innovation teams globally, TхƉļȔŧхǨŧŧưхƟǽǨǵхƉƺȕхǟǽƎŘƢƥțхǵƉŧхŘǽǨǵƺƮŧǠх landscape has evolved and continues to evolve, so it’s natural that customer experience, at least in concept, sits with ƮŧхļǨхƉƎŧƀхrļǠƢŧǵƎưƁхɫŘŧǠϭ

Having a real operational recruiter lens on customer experience is, in my view, absolutely essential if we are to continue to improve and lead in this space. In January 2022, we appointed Sinead Hourigan to the role of Head of Customer Experience for Robert Walters and Walters People. Sinead successfully ran our Queensland operation for the last 15 years and will bring that essential ‘at the coal face’ view to everything we do. Reporting to me and working with our regional CEOs, Sinead will be focused on optimising and, most importantly, measuring those key touchpoints within our business where we can continue ǵƺхŗǽƎƥşхǨƎƁưƎɭŘļưǵхƥƺưƁЗǵŧǠƮхȔļƥǽŧхļưşх satisfaction for our clients, candidates and ultimately for us as a business. Customer experience is fundamentally about behaviours and therefore needs to be owned by each and every one of our people across the globe. We are all engaging with our candidates and clients every day – whether that’s physically or digitally through our technology platforms such as our website, CRM platform, contractor portals or our pay and bill systems – and all these connected interactions are what forms our customer’s experience.

ǵŧǝƉŧưх.şȕļǠşǨ ƉƎŧƀхrļǠƢŧǵƎưƁхɫŘŧǠ

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Corporate Governance

Building scalable automated processes helps us to streamline our marketing ŧɪƺǠǵǨхļưşхƮļƢŧхǵƉŧƮхƮƺǠŧх ŧɪŧŘǵƎȔŧϮхŗǽǵхǽƥǵƎƮļǵŧƥțϮх it helps us focus on creating a client and candidate experience that is as unique as our brand.”

¥ƺŗŧǠǵхtƎŘƉƺƥǨƺưх
Head of Digital

Our market intelligence services are a great şƎɪŧǠŧưǵƎļǵƺǠхƀƺǠхǽǨхƎưхļх competitive recruitment market. Instead of a ƺưŧЗǨƎȥŧЗɭǵǨЗļƥƥхļǝǝǠƺļŘƉϮх ȕŧхƺɪŧǠхŘƥƎŧưǵǨхǵļƎƥƺǠŧşх solutions to help them make informed decisions for their business.”

Graeme Hickman
Market Intelligence Manager
Robert Walters & Walters People

Using automation to enhance our brand experience

TưхʹͲʹͳϮхȕŧхƮļşŧхǨƺƮŧхǨƎƁưƎɭŘļưǵх investments in a Group-wide marketing automation programme powered by Marketo, our account based marketing (ABM) platform from Adobe, which will, in the long term, fundamentally transform and enhance the experience of our colleagues, clients and candidates. In addition to making our global marketing ǵŧļƮхƮƺǠŧхŧɫŘƎŧưǵхКхǠŧƮƺȔƎưƁхǠŧǝŧǵƎǵƎȔŧх manual tasks and freeing them to focus on more high-value work — our automation programme is focused on:

Supporting consultant behaviours, allowing more time for building person-to-person relationships
Improving customer experience ļưşхŧưƉļưŘƎưƁхŘǽǨǵƺƮŧǠхƟƺǽǠưŧțǨ
Segmenting our data to provide tailored brand experiences — on a global scale

The Group's marketing technology stack has been well established for a number of years now and we are therefore well positioned to deliver further enhancements through 2022 and beyond. For example, we will introduce new mechanisms to streamline our candidate welcome and interview preparation processes, while new lead scoring will help us to better understand the behaviours of clients as they engage with us across all our channels. To achieve this, we use our own proprietary data in combination with publicly available insights and those of our seasoned, expert consultants — the result is a highly tailored solution for clients that enables them to make more informed decisions on a wide range of questions, from where to open a new location based on the availability and skill sets of local workforces, to what compensation packages will help them attract and retain top talent for their business. The added value of our market intelligence services has become clear to our clients, with demand increasing across many of the geographies and disciplines we serve.

Developing our capability through business intelligence

As the recruitment market becomes more competitive and more complex, it’s become increasingly important to ŧưƉļưŘŧхǵƉŧхǨŧǠȔƎŘŧǨхȕŧхƺɪŧǠхǵƺхƺǽǠх ŘƥƎŧưǵǨхКхļưşхƎưхşƺƎưƁхǨƺϮхşƎɪŧǠŧưǵƎļǵŧх ourselves as a key partner with the capability and expertise to advise them on key areas of business strategy. Our market intelligence services help us to do that. We’ve employed our data-driven methodology to help clients in four key areas: to define the best talent pools in their location(s), identify the best professionals for their organisation, compare business propositions against their competitors, and benchmark compensation and ŗŧưŧɭǵǨхƎưхǵƉŧхȕƎşŧǠхƟƺŗǨхƮļǠƢŧǵϭх

We will also begin integrating Marketo into Zenith, our in-house CRM tool, to help align the data we collect digitally with our internal processes and ensure ƎǵхşǠƎȔŧǨхŧɪŧŘǵƎȔŧхşŧŘƎǨƎƺưЗƮļƢƎưƁх in the business. Ultimately, the way we’ve always distinguished ourselves has been by the quality of service we provide, and our marketing automation programme is a critical part of maintaining that distinction in an increasingly fast-paced market. And, as always, by leveraging technology to enable closer human relationships, we’ll continue to create outstanding brand experiences that foster long-term relationships with our candidates and clients.

Number of vacancies
rļǠƢŧǵхưļƥțǨƎǨ
GƺƺƁƥŧхǵǠŧưşǨхƮƺǨǵхǨŧļǠŘƉŧşхƟƺŗхǵŧǠƮǨ
ØļŘļưŘțхǵǠŧưşǨ

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Technology and Innovation

Continuing our technology transformation

For the Technology & Transformation team, 2021 was a busy but successful year as we worked towards completing our ambitious transformation programme, while also supporting continued hybrid working. Continuing to leverage our partnership with Microsoft to drive this transformation, we have delivered our 2021 planned programme of activity and will complete our original goals in 2022, on schedule, despite additional actions and priorities throughout the year.

fŧȔƎưхǽƥƮŧǠ
Chief Technology and Transformation
ɫŘŧǠ

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Corporate Governance

Zenith – CRM roll out

For the most part, this has been our ƮļƟƺǠхƎưƎǵƎļǵƎȔŧϮхŗǽƎƥşƎưƁхļưşхşŧƥƎȔŧǠƎưƁх Zenith, our own CRM platform, which is the primary tool our consultants use to manage and coordinate their relationships with clients and candidates.# Strategic Report

Delivering change through innovation

Our strategy in the Innovation team has always been to keep ahead of the latest technology, and test what seems to have the greatest potential for our clients and candidates. Business needs drive the exploration of new products, and when they are proven to enhance our business, we implement or develop them further to meet our business needs. In 2021, we’ve continued our investments in building a highly connected, intuitive working environment for all our employees, removing technical frustrations. It makes communications simpler — into, out of, and around the business — with our consultants totally connected to the Group’s environment wherever they are. Central to this workstream has been the introduction of Microsoft Teams, which went live in eight of our markets. UC reduces call costs and avoids the cost of replacing ageing telephone equipment and the cost of mobile calls too — in ANZ alone, we are already heading towards our three-year savings expectation of £500,000.

Transforming enabling functions

Having last year deployed Microsoft’s Dynamics 365 (D365) for finance and talent, along with similar enterprise resource planning (ERP) solutions, we are now into a continuous improvement phase based on user feedback across the Group. As well as improving controls, D365 has eliminated a lot of our more manual finance and HR processes, and added more self-service capabilities for our employees. It’s proving to be a significant business enabler, allowing us to decommission legacy systems.

Simply secure

In this workstream, we focus on reducing the tension between security and simplicity, allowing our people to engage with and utilise technology, and implementing a systematic approach to further reducing our exposure to cyber risks. We start with security in mind when approaching the mobilisation of any new application, rather than trying to apply a solution retrospectively.

Informed and HǰFLHQWEXVLQHVV

As with our investments in transforming enabling functions, we use technology to reduce the time we spend on low-value tasks across the business, making sure we have the right data to hand to inform the decision-making process. We’re creating a data integration platform to streamline data flow and make it easier to use, allowing us to deploy new technological innovations into our environment more easily.

Service and operations excellence

We continue to improve service operations with our team in Manila performing well and improving employee productivity by avoiding repeated incidents. Another area of focus has been the migration of our data centres to the cloud this year. This has allowed us to improve our disaster recovery and business continuity capabilities, as well as reduced costs — again avoiding the need to replace ageing infrastructure. Not only has our transformation programme improved service operations and our disaster recovery capabilities, we are also seeing the benefits of a more flexible and agile IT infrastructure, driving cost reductions. Our migration to the cloud has helped lower our carbon footprint, as has our choice to refresh our old devices with Microsoft Surface Pros, one of the most sustainable choices on the market.

We have launched our Zenith platform which went live to our Middle East business in the fourth quarter, to very positive feedback. This launch of a ‘minimum viable product’ allows us to work with the team there to prioritise further features we need in place before launching in our larger markets. We built Zenith using open-source technology and incorporating best-of- breed external functions, such as our search capability. The guiding principle behind our design for Zenith was to create something designed by our business, for our business — a system our people can use to access the information and insights they need, based on our established practices and understanding of the recruitment process. While the large, off-the-shelf software providers are good though they are, aren’t built for us and our processes. We’ve aimed for the sort of experience we expect in consumer technology these days, and we were mindful to avoid over-engineering — the system simply provides access to the relevant information whenever and wherever it’s needed. Our focus for Zenith, and its purpose, which is enabling our consultants to build relationships with clients and candidates. The global roll out of Zenith is expected to be completed during the first half of 2022.

Zenith, a candidate DQGFOLHQWWRROǱWIRU our purpose

With Zenith, our whole purpose was to create a custom CRM system designed by our business for our business, as we wanted something our people can use to access the information and insights they need.
FŧȔƎưхǽƥƮŧǠ
Chief Technology and ºǠļưǨƀƺǠƮļǵƎƺưх
FļțŧхÙļƥǨƉŧ
Group Innovation Director

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Technology and Innovation continued

FļțŧхÙļƥǨƉŧ
Group Innovation Director

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Corporate Governance

Advising on diverse hiring

As organisations increasingly appreciate that ED&I and diverse hiring have become incredibly important, a diverse workforce is vital to having a successful business now. But many organisations make honourable statements, and then the HR department has to work out how to make them happen. And that’s where our diverse hiring advisory service is proving really valuable. Based on an inclusivity audit of a client’s recruitment process, the service helps organisations understand what practical, immediate changes they can make in working towards any publicly stated goals. We see tangible results very quickly. Importantly, this advisory service has helped us to win new clients and grow our business. Many organisations are taking a direct interest in diversity, and many of our HR contacts are delighted with the top-level interest our work is now attracting. We’re proud to have won a number of awards for the service, recognising how it’s genuinely innovative. Examples include Highly Commended in the Reuters Global Diversity & Inclusion Awards 2021 in the Equality, Diversity and Inclusion category of the RAD Awards, and winner of the Innovation Award from APSCo, a leading industry body.

The result of this service is the way it’s enabled us to become spokespeople within our industry, and across others. For example, one of our Innovation team members was part of the Q&A at the D&I Leaders Global Forum in 2021. He sat alongside Charlotte Sweeney OBE and Professor Binna Kandola OBE, both recognised experts in the D&I field and representatives from Stonewall. Seeing this proved that, by using our recruitment knowledge and deep understanding of how to achieve a diverse workforce, we’re really making an impact in this area.

Putting technology to work

We are constantly looking for new ways to improve technology and efficiency for our clients, candidates and ourselves. 2021 saw several exciting innovations come to fruition, three of which saw us move forwards with the development of new technology.

Broadbean

An established partner of ours, Broadbean developed the technology we use to advertise roles and apply for jobs online. But in the original version, all the applications came through simply in date and time order, and the recruiter had to manually sift through to find the appropriate ones. Sometimes there are thousands of applications to deal with, which is obviously very time consuming, so we approached Broadbean to work with us to create a way to rank the applications, not in date and time order, but according to their suitability for the role. We rolled this out in the UK last year, and we’ve now launched it in Australia. Next we’ll be introducing it to other markets, as Broadbean develops the language capabilities within the technology. It’s a great example of how we work with partners to develop new technology that’s industry-leading and truly innovative.

CV technology

Often when a candidate sends us their CV, we work to achieve an optimal format to be read and absorbed swiftly. That takes a lot of time manually. So in 2020, we started looking at how we can use technology to style CVs — and we took this further in 2021, trialling and then purchasing software that lets us create digital CVs that can include a video of the candidate introducing themselves. To have a CV that’s more engaging for the client, and one of them has a video of the candidate talking to them, it’s bound to stand out.

Walters People

We've been working closely with our Walters People teams to digitise a number of processes. For instance, we’ve introduced automated reference-checking, streamlining the process for our clients and consultants. Also, we’ve implemented video technology to help us connect clients to candidates and vice versa, and this has been especially important since the growth of remote working due to the pandemic.# Strategic Report

Living Our Purpose

A year of living our purpose

Across the Group, we understand our responsibility to be a change-maker for good in society.

Team event, South Korea
Team event, Spain
Team event, the Netherlands
Team Building Day, China
Global Charity Day, Middle East

Strategic Report

Financial Statements

Annual Report and Accounts 2021

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Corporate Governance

2021 at a glance

Enabled over 43,500 people and their unique potential.
Planted over 15,000 trees through our ‘Plant a Tree’ initiative with the World Land Trust.
New environmental targets introduced to reduce the Group’s carbon emissions.
New environment targets added to existing ESG targets in Executive Directors' bonus KPIs.
Continued inclusion in the FTSE4Good Index for the 13th consecutive year.
Appointed Coral Bamgboye as the Group’s Chief People Officer.
Embarked on a partnership with Vercida Consulting to advise on the Group’s ED&I activity and drive our agenda forward.
£116,430 raised for local charities on our 10th annual Global Charity Day.

How Our Purpose Defines Our Approach

Our purpose: Powering people and their unique potential.

Communicate to stakeholders
Establish policies and initiatives
Explore areas for development
Measure and monitor performance

As the world continued to face the challenges brought about by the pandemic, global inequality and climate change, we were driven by our purpose to focus even more intently on making contributions to real change – for our people and culture, in equality, diversity and inclusion, as a responsible business, in powering people potential, and in Protecting the Planet.


Nationalities represented across the Group	70
Leadership coaching and training sessions delivered	288
Internal promotions in 2021	786
Percentage of promotions awarded to women in 2021	55%
New environmental targets introduced	30% reduction in carbon emissions by 2025
Percentage of services provided	85%

Strategic Report

Our areas of impact and opportunity

The Group engages with external partners and organisations to ensure that our actions are aligned with the latest ESG thinking and best practice, so that we can respond to the most critical areas of concern in an effective, agile way.

In 2021, we enlisted our partners at Williams Nicolson, a strategic communications and change management consultancy, to undertake a review of the Group’s ESG communications. As part of the assessment, Williams Nicolson conducted in-depth interviews with members of our executive leadership team and analysed the breadth of our ESG communications across investor, website, traditional media and social media channels. This data was then compared with that of our industry peers, as well as a range of businesses selected for their ‘gold standard’ ESG communications.

In terms of the Group’s overall ESG impact, we have always worked diligently to align our strategy with external thought leaders and indexes, including FTSE4Good, MSCI and the United Nations' 17 Sustainable Development Goals. However, with an aim to be an ESG leader both within our industry and beyond, we want to go further, which is why we appointed specialist ESG consultants, Sillion, as our ESG partner in February 2022. As part of our partnership, Sillion will undertake a materiality assessment of the Group and its stakeholders, with the findings published in the first half of 2022, which will identify and prioritise the ESG issues that are most critical to our stakeholders. The findings of this assessment will be published in the Group’s 2022 Annual Report. With a full understanding of our impact in these areas, Sillion will then work with us to shape our ESG strategy for the future.

Living Our Purpose continued

Strategic Report

Financial Statements

Annual Report and Accounts 2021

Robert Walters Group 35

Corporate Governance

In 2021, the Group was once again listed as a constituent member of the FTSE4Good index for the thirteenth consecutive year. This distinction recognises the measures we’ve taken to reduce the impact of our operations on the environment and society while proactively investing in a sustainable future for people and communities around the world.

MSCI ESG Ratings assesses ESG risks (key issues) that are most material to a sub-industry or sector and measures a company's resilience to long-term material ESG risks. In April 2021, the Robert Walters Group received a rating of AA in the MSCI ESG Ratings assessment. While this rating positions the Group as an industry leader, we are working to improve our score to AAA.

The Group aligns our global environmental policies and initiatives with the United Nations' Sustainable Development Goals (SDGs), demonstrating our commitment to creating a positive impact on the world’s most pressing environmental and social issues. Next year we plan to undertake a full materiality assessment, using the outcomes to identify the most impactful areas for the Group to focus its ESG efforts.

This year, we established a new internal ESG Committee, comprising senior members of our management team, plc Board and business support functions. This group, which meets quarterly, is tasked with ownership and execution of our ESG and corporate responsibility strategy. Within the group, two operational ‘champions’ (EMEAA and APAC) have been appointed to drive the Group’s ESG strategy and behaviours in the business through internal communications and engagement with management teams in our local businesses. Together, the ESG Committee has assessed where we believe we can create the most impact in the areas of environmental stewardship, social responsibility and corporate governance, and the Group is taking the actions outlined in the following chapters — People and Culture, ED&I, Responsible Business, Powering People Potential, and Protecting the Planet — to help make the world a more sustainable, equitable place, and to secure the future stability of our business and create long-term value for our shareholders.

The Group currently holds a C rating with the CDP (formerly the Carbon Disclosure Project), which shows an awareness of the risks posed by climate change and the need for action. While this rating is in line with the global average, and above average for our sector, we are currently working to improve our rating in this area.

Strategic Report

People and Culture

During 2020, the world grappled with the realities of our ‘new normal’. A year later, as we hopefully begin to see signs of recovery from the pandemic, the ‘new normal’ is anything but new. Yet even as we’ve adapted to our changed circumstances, making adjustments to better support our employees and the way we do business, we’re proud that our strong, people-first culture remains.

Living Our Purpose continued

People and Culture

Team event, Hong Kong
Team event, South Korea
Team event, New Zealand
Global Charity Day, Spain

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Financial Statements

Annual Report and Accounts 2021

Robert Walters Group 37

Corporate Governance

An award-winning employer of choice

As an employer, we are proud to offer our people the opportunity to develop their careers, and we celebrate the unique contribution that each person makes to our global team. In 2021, we promoted 786 employees, 55% of whom were women, and delivered 288 leadership coaching and training sessions globally. By retaining top talent, we are best placed to maintain and develop our loyal base of clients and candidates, ensuring lasting, sustainable growth.

Engaging and supporting employees, no matter where they are

Even as our people have transitioned to remote working — and back again — since the onset of the pandemic, our technology infrastructure plays a critical role in keeping our people engaged and connected. While working remotely in 2021, teams continued to use tools like Workplace from Meta and Zoom to stay connected, boosting morale and sustaining our culture through various social activities, personal development sessions and regular leadership updates. Meanwhile, cross-functional teams have been working together to ensure that our employees are supported and that our clients are provided with the best possible service.

Nevertheless, even as things gradually improve, the impact of the global pandemic continues to be felt in many ways.


Japan Resource Solutions France	UK
	Cross-functional teams

Beyond the existing support we provide through our management and HR teams, we also encourage our people to make use of the global Employee Assistance Programme (EAP), which provides confidential advice and support on a range of issues, from financial and legal advice and interpersonal counselling, to guidance on health and emotional wellbeing. We were, of course, delighted to see the slow return of in-person events, as many of our teams were able to come together to celebrate the successes and resilience of our people throughout the year.# Strategic Report

People and Culture

Robert Walters
& Walters People

**ÙƉŧưхTхƟƺƎưŧşх¥ƺŗŧǠǵхÙļƥǵŧǠǨхŗļŘƢх ƎưхͳͻͻͻϮхƉļȔƎưƁхȕƺǠƢŧşхļǨхļхǟǽļƥƎɭŧşх solicitor, I was attracted by the fast pace of the organisation and the energy and enthusiasm of its people — I loved the emphasis on teamwork. $ǽǠƎưƁх ƮțхɭǠǨǵхͳʹхțŧļǠǨх TхȕƺǠƢŧşх Ǝưх ȔļǠƎƺǽǨх roles, having the opportunity to progress ƮțхŘļǠŧŧǠхļǵх ƺǽǠх ƺɫŘŧǨх Ǝưхhƺưşƺưϭ х Tưх that time, we went through a number of economic downturns, which proved to be Ǡŧļƥƥțх Ȕļƥǽļŗƥŧх ŧȚǝŧǠƎŧưŘŧϯх ƎǵЩǨх ɭưŧх ǠǽưưƎưƁх a business when everything’s going well, but you learn much more when things are tough. But one of the most important lessons I learned was the importance of how you treat people, whatever you’re going through.

In 2013, I made the decision to accept a role overseas. Having achieved the position of managing director in our London business, I was open to the idea of an exciting new challenge. Over the course of the next eight years, I went ƀǠƺƮх ƮļưļƁƎưƁх ƺǽǠх ƎưƁļǝƺǠŧх ƺɫŘŧх ǵƺх running South East Asia, before ultimately ƉŧļşƎưƁх ǽǝх ǵƉŧх ǨƎļх ¢ļŘƎɭŘх ǠŧƁƎƺưϭ I returned to the UK in July 2021, having been appointed as CEO for the Robert Walters and Walters People businesses. My experience in the European and Asia ¢ļŘƎɭŘх ǝļǠǵǨх ƺƀх ǵƉŧх ŗǽǨƎưŧǨǨх ƉļǨх ŘŧǠǵļƎưƥțх provided invaluable insights to help me with some of the challenges of this role. When you are doing a global role it’s important to get as much experience ƎưхļǨх Ʈļưțх şƎɪŧǠŧưǵх ƮļǠƢŧǵǨхļǨх țƺǽх can. The world’s a big place, so any opportunity you get, I say take it.

One of the most important things I’ve realised as I’ve taken on bigger roles, is that you can’t do it on your own. Having great people around you and trusting Ǝưх ǵƉŧƮх ǵƺх ƀǽƥɭƥх ǵƉŧƎǠх ǠƺƥŧǨхļưşх şŧƥƎȔŧǠх is critical. I’m quite detail-focused by nature so I work hard at focusing on the bigger picture and being forward thinking. However, it's very important to still keep an eye on the detail and ensure things are as they should be. Trust in our people is critical, and I think that starts with each person when they ƟƺƎưх ǽǨϭх Tƀх ȕŧЩǠŧхļǨƢƎưƁх ǵƉŧƮх ǵƺх ȕƺǠƢх here, there needs to be a commitment ļưşх ǵǠǽǨǵх ƺưх ŗƺǵƉх ǨƎşŧǨϭх Tх şƺưЩǵх ƟǽǨǵх assume everything’s getting done. There are checks and balances, such as reviews and appraisals. And, of course, we carry out a proper induction programme for all new starters to make sure we’re all on the same page of what’s expected.

The last couple of years have been a challenge. In 2018 and 2019, we were in a strong market with some great momentum behind us. Then 2020 came ļƥƺưƁϮхļưşх ŘƺƮǝƥŧǵŧƥțх ɮƎǝǝŧşх ŧȔŧǠțǵƉƎưƁх on its head — fortunately, we’d already equipped our people with the technology ǵƺх ȕƺǠƢх ǠŧƮƺǵŧƥțϮх Ǩƺх ȕŧх Ɖļşх ǵƉŧх ɮŧȚƎŗƎƥƎǵțх to adapt. And by early 2021, all the pent-up demand was released, bringing ǨƎƁưƎɭŘļưǵх Ɵƺŗх ȔƺƥǽƮŧǨϭх The pandemic has created many personal, social and economic stresses, however it has also helped to recognise ǨƺƮŧх ŗŧưŧɭǵǨхļưşхļǠŧļǨх ƺƀх ƎƮǝǠƺȔŧƮŧưǵх and caused us to really think deeply about how we set ourselves up for future growth. We have seen progression in areas such as smart working and ļɪƺǠşƎưƁх ƁǠŧļǵŧǠх ɮŧȚƎŗƎƥƎǵțх ǵƺх ƺǽǠх ǝŧƺǝƥŧх whilst recognising the importance of also maintaining physical working connections ļưşхļƥƥх ǵƉŧх ŗŧưŧɭǵǨх ǵƉƎǨхļƥǨƺх ŗǠƎưƁǨϭх

After two decades of working in this industry I am still very proud of having the opportunity to make a positive impact on people’s careers both externally and internally. Our size and breadth is a big advantage — with ƺɫŘŧǨх Ǝưх ͵ͳх ŘƺǽưǵǠƎŧǨϮх țƺǽх ƉļȔŧх ǵƉŧх opportunity to learn in your home market or get overseas experience, or țƺǽх Řļưх şŧȔŧƥƺǝх şƎɪŧǠŧưǵх ǨƢƎƥƥǨх ǵƉǠƺǽƁƉх Resource Solutions, our outsourcing division. But, no matter where you work in our business its important everyone has a clear path to progression and the chance to build a long-term career. Ultimately, the best thing about working here is the people and culture. It’s a very collaborative and team- based environment, and if you can succeed here, you’ll be well rewarded.”

Norma Gillespie
CEO Resource Solutions

OļȔƎưƁх ƟƺƎưŧşх ¥ŧǨƺǽǠŘŧх ƺƥǽǵƎƺưǨхļǨх an account manager — and then been promoted to account director within two years, operations director a year later, and several more swift promotions to my current role — I’ve always known this is a company where, with the right values and attitude, you can truly grow your career. For a service business like ours, it has to be this way. People are our product, so if we don’t invest in our people, we won’t ŗŧхļŗƥŧх ǵƺх ƺɪŧǠх ǵƉŧх ǠƎƁƉǵх ǟǽļƥƎǵțх ƺƀх ǨŧǠȔƎŘŧϭх

Which is why we give everyone clear career-development pathways — from coordinator level to senior management. We try to build all our training and şŧȔŧƥƺǝƮŧưǵх ļǠƺǽưşх ƺǽǠх ɭȔŧх ȔļƥǽŧǨϮх ȕƉƎŘƉх are: client focused, dedicated, united, proud and inclusive. We use these as a basis for managing our culture, making sure we’re fostering performance and rewarding it in the right ways. It’s really a case of ‘attract, retain, maintain and manage’. We attract individuals through what we call our recruiter academies. I’m really focused on re-skilling, bringing in ǝŧƺǝƥŧх ȕƎǵƉƺǽǵх ǨǝŧŘƎɭŘх ŧȚǝŧǠƎŧưŘŧϮх Ǩƺх we can mould and develop them into the Resource Solutions way of managing client service. For retention, our career-development pathways ensure everyone knows how they’ll get to the next role. And we have numerous other ways to retain people — for example, we’re implementing ‘Glint’, which is an employee engagement tool for obtaining feedback. We also have a reverse-mentoring programme and female-mentoring programmes, which we carry out across all our regions. And in my management meetings, I bring in account directors to give feedback to the senior management team, and to talk about how we can develop the business further.

To give people opportunities across the Group, we have global internal vacancies, and a very experienced talent acquisition team, who work with the HR and operations teams to spot successors. We also have ‘ones to watch meetings’, where we identify individuals with the most potential to be future leaders, so we can make sure they’re on our leadership programmes. And for people at all levels, ȕŧх ƺɪŧǠх şƎɪŧǠŧưǵх ƀƺǠƮǨх ƺƀх ŘƺļŘƉƎưƁϮх both internally and through external companies. It’s vital to make sure the career-development paths are in place, and to give people the recognition and promotions they deserve. We’re an entrepreneurial company, and we don’t have a heavy operational structure, so we recognise individuals for what they can contribute, and provide lots of opportunities to get involved in ǝǠƺƟŧŘǵǨϮх ŘƺƮƮƎǵǵŧŧǨхļưşх ƁǠƺǽǝǨϭх ưşх ȕŧх have a challenger culture, where people Řļưх ƺɪŧǠх ǵƉŧƎǠх ȔƎŧȕх ȕƎǵƉƺǽǵх ƀŧļǠƎưƁхļưțх consequences. That’s a big part of our commitment to improving client service: we want feedback from our people, and we encourage them to help drive the business forward in this way. We try to build all our training and şŧȔŧƥƺǝƮŧưǵх ļǠƺǽưşх ƺǽǠх ɭȔŧх ȔļƥǽŧǨϮх which are: client focused, dedicated, united, proud and inclusive.”

fǠƎǨǵŧưхǽŘƢƉŧƎǵ
Managing Director, EMEA Resource Solutions

My career with the Group started in New York, in 1999, as a recruitment consultant. It wasn’t long before I was fortunate enough to have the chance to transfer to London in 2003, where I was given a ȔļǠƎŧǵțх ƺƀх ƺǝǝƺǠǵǽưƎǵƎŧǨх Кх ɭǠǨǵх ƮļưļƁƎưƁх recruitment teams, and, subsequently, becoming an account director. Then, in 2012, I moved internally to Resource Solutions, the Group’s recruitment process outsourcing division. Looking back, I really feel like my career has been a testament to the Group's promise of internal mobility and career development.

The move to London was a pivotal point in my career. At a time when international relocation and internal mobility were in their early days, the Group made it a genuinely positive, appealing process. For ļх ǠŧŘǠǽƎǵƮŧưǵх ɭǠƮϮх Tх ǵƉƺǽƁƉǵх ǵƉļǵх Ǝǵх ȕļǨх incredibly forward thinking. Once I’d arrived in London, I received so much support from the business and my colleagues — members of my team then are still friends now. And clearly it worked out, as I’m still here, 19 years later.

Today, I lead the EMEA region for Resource Solutions. I moved into Resource Solutions because I was interested in running a client-led programme — the notion of going on-site with a client, and managing that part of the recruitment process. Of course, I’d already managed teams, and understood how to supply candidates to clients, but I wanted to see what really happened on the ground client-side. I’d ŗŧŧưх ǵƉŧх ļŘŘƺǽưǵх ƮļưļƁŧǠх ƀƺǠх ļх ƮļƟƺǠх ɭưļưŘƎļƥх ǨŧǠȔƎŘŧǨх ƺǠƁļưƎǨļǵƎƺưϮхļưşх ȕƎǵƉƎưх a few months of being at Resource Solutions, I was asked to go live with ƺưŧх ƺƀх ƺǽǠх ɭǠǨǵх ƁǠļşǽļǵŧх ǠŧŘǠǽƎǵƮŧưǵх programmes with the same client.

As a whole, the Robert Walters Group is hugely innovative and entrepreneurial, and really invests in its people, in their talent and mobility. I’m a great case study for this. In particular, the Group’s focus on diversity and inclusion has been Ǩƺх ŗŧưŧɭŘƎļƥх ƀƺǠх Ʈŧх Кх ƀƺǠх ŧȚļƮǝƥŧϮхļǨх a female professional who’s had two children while at the Group, my choice to have a family hasn’t impacted my ability to progress my career.# Strategic Report

People and Culture

Akimasa Kataoka

Director, Osaka
Robert Walters Japan

As part of the Group’s outsourcing arm, we’re experts at embedding ourselves within client organisations and aligning the Group’s strong people-focused culture with the values and culture of their business, acting not just as a supplier, but an extension of their team — it’s a true partnership. Also, the way our teams approach recruitment — I’ve seen it through Covid, with completely unplanned spikes in demand — they really put themselves in the place of both candidates and the hiring manager. Our clients trust us to help them build their infrastructure, to manage programmes that are vital to their growth and success, and our on-site teams put in the time, energy and extra hours it takes to achieve their goals.

One of the most genuine things I see our people take away from our culture is our passion. Whatever role they play, our people are committed to doing the very best they can. As an organisation, we invest in our people — from our career development programmes, coaching and mentoring, to maintaining really clear communication, and ensuring transparency from top to bottom. But for all our successes, we never stand still — we’re always asking how we can do things better, for our people as well as for our clients. And that’s what I love about working at the Robert Walters Group: our desire to keep improving, and to embrace change. After all, that’s what’s kept me here for a very long time! But for all our successes, we never stand still — we’re always asking how we can do things better, for our people as well as for our clients.”

Living Our Purpose continued

Akimasa Kataoka

Director, Osaka
Robert Walters Japan

2007

I had a number of career options ahead of me. One was at Robert Walters, working in the contract recruitment team — once I saw the culture, the people, and the progressive spirit of the business, it was an easy decision to make.

By 2012, I had worked my way up to managing a team of my own. Over the years, one team became two teams, then four teams. At that point, my then-manager asked me what I saw as my next challenge. When I replied that I wasn’t sure, he told me about an exciting leadership opportunity in Osaka. Of course, I was thrilled at the prospect — if perhaps a little scared! I’d seen the growth we experienced in Tokyo in the run-up to the 2020 Olympics, and with the 2025 World Expo on the horizon in Osaka, I knew the recruitment market was going to keep growing. The opportunity was there, so I took it — and today, I am the director of our business in Osaka. Looking back over my experience at Robert Walters, I’ve been fortunate to have had so many opportunities and exciting career challenges. A particular highlight was being a part of the technology recruitment team in Tokyo during the mid-2010s. We saw a huge increase in demand, especially for English-speaking technology professionals — who, in Japan, are in short supply — so as the leading bilingual recruiter in the nation, this proved a lucrative opportunity, not only for the business, but for me to grow my recruitment skills and develop my career. In fact, the culture at Robert Walters is all about making the most of these kinds of opportunities to succeed. But, perhaps more importantly, the organisation also gives you the chance to experiment and learn from the positives as well as the inevitable failures in certain circumstances. I’ve had challenging times, and my manager and the leadership team have always helped me get back up.

It’s not a top-down environment. If you have a problem, you can approach anyone for help. You’re allowed to make mistakes, and to learn from them. I always keep this approach in mind when managing my own teams. I like to empower my teams, but while giving them freedom — the freedom to make decisions, to work how they want, and to get the tools and training they need. Overall, I’d say one of the best things about working here is the freedom to learn and be yourself. And, because of our team-based, people-focused culture, you have the chance to learn from everyone you work with. We learn from our candidates and clients, of course, but especially from our colleagues across the business. We’re a learning organisation, always developing, and not afraid of progressing.

A lot of clients and candidates know Robert Walters through word of mouth of their friends and peers. I think that has a lot to do with the quality of our service and the relationships we build with clients and candidates, but also the way we get involved and give back to the community. We’ve worked hard to build this reputation over many years, and it’s something that makes me very proud to be part of the Group.

I like to empower my teams, but while giving them freedom — the freedom to make decisions, to work how they want, and to get the tools and training they need.”

Equality, Diversity & Inclusion

Building a more inclusive culture and leading the way for our clients.

We believe in the strength of a diverse global workforce that champions the right for people to be their true, authentic selves. Our Equality, Diversity & Inclusion Policy explains our approach in this area and is embedded as part of all new starter inductions. At its core, this policy sets out a fundamental commitment to our people — a working environment that guarantees inclusion, dignity and respect for all — not only for our own employees, but for clients, candidates and all stakeholders we work with.

Living Our Purpose continued

Equality, Diversity & Inclusion

	2021
Percentage of managers and board members who are female	39%
Percentage of promotions awarded to female employees	54%
Percentage of promotions awarded to ethnic minority employees	55%
Nationalities represented Group-wide	70
Female representation in leadership teams	74

2021 at a glance

Our vision statement for ED&I at the Robert Walters Group

As a global recruitment business, we at Robert Walters Group understand the power and responsibility we have to create a fair and inclusive workplace for all. We continually strive to create a workplace based on the principles of inclusion and equity, where people listen and learn from each other to drive innovation and progress, and where everyone feels safe to be their authentic self. Our ambition is to be a global thought leader, so we seek to leverage our relationships with our clients, candidates and colleagues, and our inclusive recruiting expertise to challenge status quo hiring practices. We believe this is the role we can play to build a more equitable society for all.

Pink Friday, supporting an inclusive LGBTQ+ workplace, China
Pink Friday, South Korea

Corporate Governance

Our two-fold approach

As a world-leading recruitment business, we have the unique opportunity to drive diversity both in and outside of our business. This two-fold approach enables us to build an inclusive working culture for our people, and to champion a more diverse global workforce through our work with clients and candidates.

The Group’s core principles (Teamwork, Integrity, Passion, Innovation, Quality) — embedding diversity and inclusion into the fabric of our DNA and underscoring the seriousness of our commitment in this area. Across the Group, we continued celebrating our diversity at in-person and virtual events, from sharing traditional recipes for Diwali and ANZAC Day to participating in fasting during Ramadan, as well as celebrating countless other annual occasions like International Women’s Day, LGBTQ+ Pride and Black History Month. Additionally, our ED&I group on Workplace provides a community for all employees to share and celebrate the diversity of our global team, as well as to ask questions and have discussions in a safe and respectful way. We also launched a new LGBTQ+ employee resource group (ERG) on Workplace, open to all employees, as a space for members to make their voices heard, improve workplace culture for LGBTQ+ colleagues, and increase awareness on relevant topics. We look forward to launching new ERGs in 2022 to support ethnic minorities and the LGBTQ+ spectrum of diversity in our business. To help us drive our global ED&I agenda forward, in 2021 we were delighted to appoint Coral Bamgboye as the Group’s Global Head of Diversity, Equity & Inclusion. A permanent fixture in the business since 2007, Coral was a natural choice for the role, having played an instrumental part in many of the Group’s ED&I initiatives, forums and councils during her tenure. Coral will report directly to the Group CEO Robert Walters and will formally start her new role on her return from maternity leave in 2022. We look forward to Coral’s ED&I leadership in helping us make strides with our internal practices, as well as continuing our work to promote diverse hiring in our clients’ organisations. Of course, helping our clients build more diverse teams is one way we achieve our purpose of powering people and organisations to achieve their potential. This is further supported by our ongoing commitment to providing outstanding thought leadership with a focus on implementing diversity strategies, empowering and supporting employees and building a more inclusive workplace.# Strategic Report 44 Robert Walters Group Annual Report and Accounts 2021

Our accreditations and partnerships

Aside from our global partnership with Vercida Consulting, the Group is a proud partner to a number of organisations promoting diversity and equality. Around the world, we actively look for new opportunities and platforms to support and advocate on behalf of those who champion unique potential.

In the UK, our Robert Walters business works with Aspiring Solicitors, a leading charitable organisation dedicated to increasing diversity in the legal profession, to develop programmes that reach a wider range of candidates and improve diversity in the sector. Our Robert Walters and Resource Solutions businesses in the UK also signed the Government’s Race at Work Charter. Committed through the Government’s Race at Work Charter and Race Equality Matters, our business has been recognised for its commitment to creating an inclusive workplace that supports race equality and encourages employees from diverse backgrounds to join the organisation.

Japan has maintained the highest level of the ‘Next Leader Development Program’, a programme supported by the Ministry of Health, Labour and Welfare, recognising and developing women in the workplace. The Japanese business also continued its support for The Dream Collective, an international organisation developing and preparing female talent for leadership roles.

Our Australian business has maintained its partnership with She Codes, helping women learn how to code with the goal of increasing gender diversity in the technology industry. This partnership was expanded globally during our International Women’s Day campaign in March 2021 (see page 50).

We also continued our partnership with Supply Nation, a non-profit organisation that connects Australian businesses with Indigenous-owned businesses, supporting the Aboriginal and Torres Strait Island business sector.

Our Resource Solutions business continued its membership with the Valuable 500, a global community of businesses putting disability and inclusion on their leadership agendas and also retained Clear Assured recognition, which recognises and celebrates excellence in recruitment for disabled people, ethnic minority groups, LGBTQ+ and other under-represented candidates.

Norma Gillespie, CEO of Resource Solutions, was also named in ‘The Empowerment Top 100’ list for the second year in a row. Resource Solutions continues to be listed with Vercida’s careers site, connecting potential clients and candidates with inclusive employers.

Working in partnership to achieve our goals

Creating a Group-wide ED&I council for employees and management to discuss topical issues and ensure that we are listening to the diverse needs of our people
Implementing an inclusive leadership training programme for all Directors and above, including our Operating Board
Rolling out ED&I manager training as part of the Group’s manager training programme

A particular focus of our partnership with Vercida Consulting has been on developing internal expertise through training and education, and driving best-in-class service for clients, as we work to better promote diverse hiring practices and deliver advisory services. For example, in October, four workshops were held for our global talent acquisition team, understanding how to be more inclusive when hiring potential talent into our own business, and exploring ways to overcome barriers like unconscious biases.

Further, Vercida Consulting also conducted a series of workshops with members of our regional and global ED&I councils in order to better prepare them to lead and deliver ED&I initiatives and drive inclusion with colleagues and clients. Feedback from these sessions was overwhelmingly positive, indicating broad support for our agenda internally as well as an appetite to do more.

During 2022 we will begin the process of identifying the key measurable and aspirational ED&I goals we would like to achieve as a business.

Living Our Purpose Continued

Corporate Governance

A great thing about working for the Group is that we are always trying to ensure we adopt best practice and take a leading position, whether it’s our approach to our people or the stance we take on particular issues.”

Coming from an HR role in the telecommunications industry, I originally transitioned to management roles in 2007, to manage an on-site client account, which was the start of a varied and exciting career. Over the years, I've worked in various roles for the Group, having started out in client support, progressing to managing the operational delivery, strategic and commercial activities for a portfolio of clients as part of our central management team. This included working across various sectors and geographies including some of our global accounts, as well as building our Operational Excellence function, responsible for compliance and audit and risk management.

Four years, four children and six roles later — I'm looking forward to being responsible for the Group’s equality, diversity and inclusion programme. I’ve always been passionate about the issues involved in ED&I, and had progressed to chairing Resource Solutions’ ED&I council alongside my full-time management role. A great thing about working for the Group is that we are always trying to ensure we adopt best practice and take a leading position, whether it’s our approach to our people or the stance we take on particular issues, so I was delighted to be given the opportunity to take on the role as the Global Head of Equality, Diversity & Inclusion.

It’s an exciting time for ED&I — it’s a hot topic across all sectors and geographies, and I believe there’s a big role for us to play in driving positive change, not only for our business, as well as for our clients, candidates and society at large. For my part, it gives me a role working with people, which has always been what I most enjoy. The exchange of people and ideas around the business is so important, as they will all play a part in making our organisation more diverse and inclusive. Of course, that’s always been part of the DNA of the Group, but in recent years we’ve further developed our approach, developing diversity councils across our global network, setting a strategy for improving internal awareness and education, and achieving a greater understanding of our people by using data and direct feedback. We’ve set out what we want to achieve by establishing our ED&I vision and further developing an organisational culture where we can continue to learn from one other.

Global Head of ED&I

Strategic Report 46 Robert Walters Group Annual Report and Accounts 2021

Our clients have their own diversity agendas, and we play a critical part in bringing in talent to support these.”

There’s already a high level of engagement across the globe and throughout all levels of the organisation, so I’m delighted to see that ED&I is becoming further embedded in everything we do. We run ‘Cultural Conversations’, open video calls for employees to discuss, and as a result, learn about and discuss important themes and topics. These sessions have been very successful, having helped us to have open conversations about topics that could have seemed awkward or uncomfortable, like menopause, disability or sexuality. In addition to our Group ED&I council, our local diversity councils provide crucial feedback on any regional nuances we may need to incorporate in our thinking. In addition, our partners like Vercida Consulting help us navigate an ever-changing world, providing expertise on global best practice. We see such partners as a ‘critical friend’, there to challenge as well as support.

Beyond our business, our ED&I approach helps us better serve clients and candidates as well. Our clients have their own diversity agendas, and we play a critical part in bringing in talent to support these.# Strategic Report

Financial Statements Annual Report and Accounts 2021

Robert Walters Group 47

Corporate Governance

Responsible Business

Being good corporate citizens has always been a core part of the way we do business, but we can’t be complacent — we are always looking for ways to improve, from implementing ethical business practices across the Group to promoting a diverse and inclusive global workforce, both within our business as well as to the thousands of clients and candidates with whom we work. Additionally, ensuring that our people have access to development opportunities is central to the way we retain talent. By investing in their growth, we play a key role in shaping their professional development and can better support their ongoing career progression. We offer a variety of options for employees to further their education and develop their technical or managerial skills throughout their careers with us. Learn more at robertwaltersgroup.com

A responsible partner for our clients and candidates

Each day, thousands of clients and candidates around the world trust us with their sensitive data, and it’s a responsibility that we don’t take lightly. That’s why we employ several approaches to safeguard the information we hold. We employ dedicated security teams, working around the clock to monitor our systems and detect potential threats, while we also ensure all our employees receive the necessary training to remain vigilant in the way we handle data as part of our day-to-day business operations.

A responsible employer for our people

As an employer, the Group is dedicated to rewarding its employees, and we recognise the unique contribution and value that each person brings to the Group, and it is important for us to build rewarding, long-term careers, because we know that, by retaining the best talent, we are better able to build a loyal client and candidate base for our business, ensuring lasting, sustainable growth. The Robert Walters Group operates in a highly competitive sector, and as such, the way we compensate our people — based on talent, merit and performance — has been fundamental to our culture and our success over the years. Central to this is a profit-share, which ensures that our people work together for the best interest of our clients and candidates. This is integral to our deeply rooted culture of teamwork. Learn more at robertwaltersgroup.com/responsible-partner

We’re Cyber Essentials Certified

Backed by the UK Government, Cyber Essentials is a scheme set up to help businesses and organisations ensure they are protected from the most common cyber threats. To achieve Cyber Essentials certification, we have implemented all of the basic controls to reduce the risks posed by common internet-based threats, as set out in the scheme’s framework. Cyber Essentials certification also allows us to reassure clients and candidates that we have taken all of the essential precautions to protect their information, in addition to the more advanced security measures we have put in place, as outlined in the link below.

Living Our Purpose continued

Responsible Business

Robert Walters Group Annual Report and Accounts 2021 48

Powering People Potential

Our global business model is dependent on successful economies with thriving workforces. As such, we continue to support and invest in initiatives and partnerships that help individuals and communities to fulfil their own unique potential through economic empowerment and corporate advocacy, focusing our efforts in the areas below.

Global impact through local action

As purpose-led corporate citizens, we are passionate about powering the potential of the diverse individuals and communities we serve around the world by volunteering our time and expertise, partnering with charities and fundraising for causes close to our employees’ hearts. The centrepiece of our commitment in this area is our annual Global Charity Day, and in 2021, we celebrated its tenth anniversary. Around the world, as the pandemic continued, our continued support across markets saw us raise a total of £116,430 for organisations like Save the Children (Australia), Down Syndrome Foundation (Taiwan), Insitut Gustave Roussy (France), Mind (UK) and many more. While virtual events and fundraisers continued in markets still in lockdowns, we were delighted to see the return of in-person Charity Day activities in 2021. Our teams once again astounded us with their commitment and creativity as they undertook fantastic initiatives to raise money and give back — they volunteered at local schools, donned fancy dress for charity fun runs, and danced at sponsored silent discos and took part in sponsored challenges, and one team in Japan even scaled an active volcano! We’re proud of the enthusiasm our people show in helping us make a difference and give back to the communities we operate in, especially in these challenging times.

Living Our Purpose continued
Powering People Potential

Team event, Belgium	Global Charity Day, Middle East	Pink Ribbon event, Belgium	Robert Walters Group Walks to Kenya, China	Team event, South Korea	Team event, Spain	Team event, China	Global Charity Day, Spain

Strategic Report

49 Robert Walters Group Annual Report and Accounts 2021

Corporate Governance

Building sustainable futures with Global Angels

Since 2017, we’ve partnered with the Global Angels Foundation, an international development charity, to deliver critical infrastructure projects in the community in Tsavo, Kenya, creating long-term economic security for the community through career training and opportunities. Whilst we were once again unable to travel to Kenya for the July ‘Robert Walters Group Walks to Kenya’ initiative in July saw employees embark on a global 24-hour challenge to walk, run, row, skip and swim the more than 6,000 miles from our London headquarters to Tsavo — including the Group’s matched contributions, we raised £38,000 for the Global Angels Foundation.

As a result, in October, Global Angels was able to complete the lining for three large water pans (rainwater catchment dams), holding up to one million litres of water storage — in one day of heavy rain, the water pans can provide enough farming water for the whole of the Tsavo community for up to three months. This new infrastructure is vital to the community of Tsavo, who are vulnerable to extreme weather and droughts, this increased access to water storage is life-changing for Tsavo’s farmers and the local businesses who depend on their crops. Learn more at robertwaltersgroup.com/globalangels

“We’re really passionate about coming alongside the people here in this community, and helping lift them out of poverty, and to do that, we need to be here long-term and build a really strong foundation of support that can be replicated right across the valley.”

rƺƥƥț,ŧşƎưƁɭŧƥş Founder, Global Angels Foundation

Robert Walters Group Walks to Kenya, Singapore	Robert Walters Group Walks to Kenya, UK	Robert Walters Group Walks to Kenya, France

Case study

Photo: Afshin Feiz

Strategic Report 50 Robert Walters Group Annual Report and Accounts 2021

As the demand for specialist technology skill sets increases, it is disappointing that only about a quarter of all STEM graduates are women — yet with 70% of women holding a STEM degree graduating at a far higher rate than their female classmates, this result is hardly surprising. As technology continues to radically change the way we live and work, we need to work to close the industry’s gender gap to ensure that everyone, men and women, have a voice in shaping our society for the future. On International Women’s Day 2021, the Robert Walters Group partnered with Australian training provider, She Codes, to launch the #IWDCodingChallenge, a fun and free virtual coding challenge designed for women and minorities around the world to get a taste for a technical career. Aimed at novice coders, the initiative guided participants through a tutorial on coding our ‘Cupcake Smash’ mini- game. Taking approximately one hour, participants were invited to customise the game and share their newfound skills on LinkedIn, Twitter or Instagram for a chance to win a tech prize bundle.

hŧļǠưхƮƺǠŧхļŗƺǽǵхǵƉŧхƎưƎǵƎļǵƎȔŧхļǵх robertwaltersgroup.com/iwd2021

Supporting female talent into technology roles

“Through our #IWDCodingChallenge initiative with Robert Walters Group, we gave women who had never coded before a chance to try our tutorial. I hope this initiative will help more women to see that coding can be simple, fun, creative and accessible.”

Kate Kirwin Founder, She Codes

Pathways to employment

As an industry-leading global recruitment Group, we are well placed to advocate and support individuals by providing pathways to employment. Around the world, we share our skills, expertise and knowledge to support social mobility and help secure meaningful employment and careers with purpose.# Strategic Report

Living Our Purpose

Powering People's Potential

Case study

Investing in emerging talent

The Robert Walters Group is proud to support and nurture emerging talent both within and outside our organisation. In doing so, we achieve the promise of our purpose: powering people to fulfil their unique potential. Part of our investment in talent is through innovative sponsorships at both local and national levels in the markets where we operate, championing excellence in the arts, sport and business.

For example, in the world of sport, our Japanese business has continued its long-running sponsorship of rising athletic stars in Japan, like Wataru Endo — one of the country’s top footballers who’s represented Japan at the 2018 FIFA World Cup, and as captain of the national team in both the 2016 and 2020 Olympics. In Australia, we’re proud sponsors of the Racing Rugby Club of Melbourne which provides coaching for boys and girls between the ages of 5 and 18, with the goal of making access to sport accessible to all.

Around the world, we sponsor a number of business-related organisations and initiatives to encourage and support up-and-coming professionals to build their careers. For example, in 2021, our business in Mainland China was a proud sponsor of the 2021 convention for Ladies Who Tech, an organisation working to help women build careers in STEM industries. And, in New Zealand, we were proud to sponsor the EY Entrepreneur of the Year awards, celebrating the next generation of Kiwi entrepreneurs and business innovators.

Following a pandemic-related hiatus in 2020, we were delighted to bring back the Robert Walters Group UK New Artist of the Year Award for 2021, in collaboration with UK New Artists and London’s prestigious Saatchi Gallery. Previously the ‘UK Young Artist of the Year’, the new name was adopted to reflect the award’s expansion to recognise talented artists and, to be more inclusive, the upper age limit was removed from our eligibility criteria, instead requiring a minimum of three years of professional practice as an artist. Launched in 2019 to support emerging artists in the UK by giving them exposure and a platform to launch their artistic careers, this year’s Award saw ten new artists from across the UK selected as finalists, each receiving £10,000, donated by the Group. This year’s winner was London-based Dutch artist, Anne von Freyburg, whose intricate textile artwork was exhibited to our audience of clients and colleagues. We were also delighted to name Catriona Robertson as this year’s second-prize winner, receiving a prize of £5,000 from Robert Walters and exhibition opportunities to take part in an international exhibition with UK New Artists.

Learn more about our UKNA collaborations at robertwaltersgroup.com/ukna

Providing a platform for Britain’s emerging artists

“Collaborating with the Robert Walters Group and Saatchi Gallery on yet another successful awards continues to help us on our mission of reaching new audiences and supporting more new and emerging artists.”

rƎŘƉŧƥƥŧхƺȕŧư Director, UK New Artists

Anne von Freyburg, winner of the 2021 Robert Walters Group UK New Artist of the Year Award

The winning artwork

Protecting the Planet

Around the world, we’re committed to safeguarding the planet and minimising our impact on the environment. After all, part of powering people and organisations to fulfil their unique potential is ensuring that they have a planet on which to do it. That’s why we’re proud of our long-running track record of environmental stewardship — from carbon reduction and energy efficiency to waste management and water conservation across the world. But, in order to even attempt to stop global warming beyond 1.5°C, more work is to be done, and as a business, we understand the part we have to play.

Environmental stewardship

We are immensely proud of our commitment to protect our planet and the environment. For example, the Group’s operations have partnered with the World Land Trust (WLT) Carbon Balanced Programme since 2015, which means we offset our emissions as assessed by WLT carbon specialists. In addition to our partnership with the WLT, our Amsterdam, Dublin, London and Singapore businesses have all maintained ISO 14001 accreditation, the international standard for environmental management. Currently, more than one-third of the Group’s global operations operate in locations which are covered by ISO 14001 accreditation, and our data migration to the cloud has helped lower our carbon footprint. Our best practice environmental management policy is in the process of being rolled out across the rest of the Group on an ongoing basis. The policy provides a framework for achieving the highest standards of environmental performance while setting targets for improving the organisation’s environmental performance.

In 2021, we also continued our ‘Plant a Tree’ initiative as part of our partnership with the WLT, which sees one tree planted for every permanent candidate placed by our Robert Walters and Walters People businesses, and one tree planted for each employee in our Resource Solutions business. Based on our 2021 placements and employee numbers, we planted 15,000 trees in Borneo, Brazil, Kenya and India through this programme.

Learn more about our support for the environment at robertwaltersgroup.com/wed

Our work with the World Land Trust supports two of the UN’s Sustainable Development Goals:

Living Our Purpose continued

Protecting the Planet

Looking to the future

Whilst we are proud of our long-standing environmental track record, the Group acknowledges the very real threat of climate change and we are committed to further reducing our impact on the environment. As such, in 2021 we committed to reducing our global carbon emissions by 30% by 2030, with 2020 as the baseline. We have also committed to two further environmental targets to improve our environmental management and minimise the use of unnecessary consumables — supporting our overall corporate responsibility strategy as well as aligning with the UN’s Sustainable Development Goals (SDGs). Of course, we will monitor the appropriateness of these targets over the coming years and, following the results of our forthcoming ESG data review, will adapt or revise these targets accordingly.

Our 2030 carbon reduction targets are based on 2020 emission levels as the baseline due to lower-than-average emission levels in 2020 during the global pandemic.

Minimising paper consumption

By the end of 2030, the Group will reduce paper consumption per head by 25%, actively promoting increased utilisation of digital alternatives across our global workforce.

Reducing our carbon emissions

By the end of 2030, the Group aims to reduce carbon emissions from business travel and office energy use by 30% per head and to convert our company cars to electric, wherever possible. Unsurprisingly with the ongoing impact of Covid in 2021, we saw a reduction of 44% in business travel related emissions compared to 2019, with 100% of our London and Sydney offices, and 80% of our global offices, now powered by renewable energy. 70% of our company cars have already been converted to hybrid/ electric cars. Although the Group has therefore met its overall business travel and paper consumption reduction targets, we do not feel it appropriate to create new targets at this point given the clear impact that Work from Home guidance and the ongoing pandemic has had on our business travel and paper consumption in 2021. We will continue to monitor progress against the targets and reassess at the end of 2022 to ensure they remain appropriate and relevant.# Strategic Report 54 Robert Walters Group Annual Report and Accounts 2021

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This statement contains the GǠƺǽǝЩǨхɭǠǨǵхºF$хļƥƎƁưŧşх disclosure in accordance with FCA requirements of Premium Listed UK corporates. The Group has provided responses across the TCFD’s pillars and aims to advance the maturity of its climate-related actions and disclosures on an annual basis.

Governance

The Board has primary oversight for the Group’s ESG performance and monitors the risks and opportunities, including climate-related ones. ESG was a listed topic on the agenda at two Board meetings in the last year, the mechanism through which the Board reviews emerging ESG issues ƀƺǠхǠŧƥŧȔļưŘŧхǵƺхǵƉŧхGǠƺǽǝЩǨхǠƎǨƢхǝǠƺɭƥŧх and company strategy. The ESG Committee (formerly ‘ESG working group’) was established at the beginning of 2021, meets quarterly, and has ownership and responsibility for the execution of the Group’s ESG and corporate responsibility strategy. The committee consists of key stakeholders from across the Group including members of the Executive Board, members of the Operating Board, and representatives from HR, Finance, Internal audit, Marketing and Innovation. Alan Bannatyne (CFO) is the Chair of the ESG Committee and is responsible for informing the Board of the Committee’s ɭưşƎưƁǨхļưşхƺƀхļưțхǠŧǟǽƎǠŧşхļŘǵƎƺưǨϭх The Committee has appointed two operational ESG ‘champions’ responsible ƀƺǠхşǠƎȔƎưƁхŘƉļưƁŧхļưşхƎưɮǽŧưŘƎưƁх behaviour throughout the business, working with local management teams to meet the Group’s environmental targets. These environmental targets (listed on page 53) have been incorporated into the Executive Directors’ KPIs, within the ‘CSR, environment and culture’ targets — corresponding to a maximum annual ŗƺưǽǨхƺƀхͺҊхЉǨŧŧхǝļƁŧхͺ͹Њϭ ƥƎƮļǵŧЗǠŧƥļǵŧşхǠƎǨƢǨхļǠŧхƎşŧưǵƎɭŧşϮх assessed, and managed in line with the Group’s risk management process outlined in full on page 62.

Strategy

The Group recognises there is a risk ǵƉļǵхŘƥƎƮļǵŧхŘƉļưƁŧϮхļưşхǨǝŧŘƎɭŘļƥƥțх the transition to a low carbon economy, will change the landscape in which the business operates. This may create negative consequences in the areas of reputation, legal, and operations, however with proactive foresight in place, this may also create strong opportunities for the business as well. Within the annual risk review, the GǠƺǽǝхƎşŧưǵƎɭŧşхǨŧȔŧǠļƥхŘƥƎƮļǵŧЗǠŧƥļǵŧşх risks, outlined below. These risks are considered to have a low impact on the business and as such are not considered ɭưļưŘƎļƥƥțхƮļǵŧǠƎļƥϮхƉƺȕŧȔŧǠхǵƉŧхǨŧх risks have only undergone a preliminary risk assessment and have not yet ŗŧŧưхǨǽɫŘƎŧưǵƥțхļǨǨŧǨǨŧşхƀƺǠхŗǠƺļşŧǠх climate-related impacts. The Group aims to progress its TCFD disclosures on an annual basis. The Group has engaged an external ESG ļşȔƎǨƺǠхǵƺхŘļǠǠțхƺǽǵхļхŘƥƎƮļǵŧЗǨǝŧŘƎɭŘхǠƎǨƢх assessment within the next six months, which will provide a comprehensive assessment of physical and transition risks and opportunities. Whilst this year's focus was on preliminary ǠƎǨƢхƎşŧưǵƎɭŘļǵƎƺưϮхưŧȚǵхțŧļǠхǵƉŧхGǠƺǽǝх intends to obtain the relevant data and analytical capabilities required to conduct a thorough materiality assessment and provide a full qualitative scenario analysis within its 2022 Annual Report and Accounts. The assessment will identify the impact of material climate-related risks and opportunities on the Group’s services, value chain, investments and operations, as well as the associated time horizons. As part of the scenario analysis, the Group will outline the resilience of the ŗǽǨƎưŧǨǨхƎưхşƎɪŧǠŧưǵхǨŘŧưļǠƎƺǨϮхƎưŘƥǽşƎưƁх a 2°C or lower. The scenario analysis will explore climate-related risks and opportunities in more depth, to understand the potential impact of climate change to the Group, ļưşхƎưƀƺǠƮхƺǽǠхǨǵǠļǵŧƁțхļưşхɭưļưŘƎļƥх planning. The Group therefore intends to disclose a comprehensive set of risks and opportunities in its 2022 Annual Report and Accounts. Our preliminary risk assessment (an extract from the Group’s annual risk review) is shown overleaf.

Risk management

Climate-related risks are assessed by considering both the risks related to the physical impacts of climate change and those related to steps to reduce carbon emissions and the switch to a lower- carbon economy, together with climate- related opportunities and the impact on the Group strategy. Climate-related risks are managed and prioritised as part of ǵƉŧхGǠƺǽǝЩǨхƺȔŧǠļƥƥхǠƎǨƢхƎşŧưǵƎɭŘļǵƎƺưхļưşх management process (outlined in full on page 62). The materiality of risks is considered as a product of occurrence (the likelihood of the risk happening within the next ten years) and impact (the degree of the impact should the risk happen). ºƉƎǨхǝǠƺŘŧǨǨхƎşŧưǵƎɭŧşхǵƉŧхŘƥƎƮļǵŧЗǠŧƥļǵŧşх risks disclosed overleaf. At present, these risks are not considered to have a material impact for the Group. The Group will continue to monitor ǵƉŧхǨƎƁưƎɭŘļưŘŧхƺƀхŘƥƎƮļǵŧЗǠŧƥļǵŧşх risks (including existing and emerging regulatory requirements), implement mitigating activities, and disclose in line with materiality to the Group. The Group already has in place numerous schemes ǵƺхŧưǨǽǠŧхƎǵхƺɪǨŧǵǨхƎǵǨхŘļǠŗƺưхŧƮƎǨǨƎƺưǨх on an annual basis and since 2020 has committed to a tree planting programme in addition to this. Since 2008, the Group has been a constituent member of the FTSE4Good index, which recognises measures taken to reduce the Group’s operational impact on the environment and society, whilst proactively investing in a sustainable future for people and communities around the world.

Metrics and targets

Commitment to the ongoing tracking and monitoring of climate-relevant metrics ƀļŘƎƥƎǵļǵŧǨхǵƉŧхŧɪŧŘǵƎȔŧхƮļưļƁŧƮŧưǵхƺƀх climate-related risks and opportunities. ºƉŧхGǠƺǽǝхƉļǨхǨŧǵхǵƉǠŧŧхǨǝŧŘƎɭŘхŘƥƎƮļǵŧЗ related targets, disclosed in full on page 53. The Group measures and reports Scope 1, 2 and 3 emissions which are summarised in the table on page 56 in line with the Greenhouse Gas (GHG) Protocol methodology. The Group reports ļŗǨƺƥǽǵŧхɭƁǽǠŧǨхЉǵƺưưŧǨхƺƀх 2 e) and ƎưǵŧưǨƎǵțхɭƁǽǠŧǨхЉ 2 e per head) across all scopes. In the coming year, the Group intends to determine the materiality of the TCFD’s cross-industry, climate- related metrics, and disclose those metrics that are the most applicable to our organisation in its 2022 Annual Report and Accounts.

Strategic Report Financial Statements Annual Report and Accounts 2021 Robert Walters Group 55

Corporate Governance

| TCFD category | Description of impact Long (>10 years) The Group will maintain Emergency Procedures and Business Continuity Plans, implement agile working arrangements through technology and use Business Disruption insurance. Increased ƥƎƢŧƥƎƉƺƺşхļưşхǨŧȔŧǠƎǵțхƺƀхƉļȥŧх pollution Physical — chronic Each year, generally around June, the smog and haze caused by slash-and-burn clearances of forests on the islands of Sumatra and Borneo causes a noticeable impact on the operations of the Singapore ƺɫŘŧϭхǨхŘƥƎƮļǵŧхŘƉļưƁŧхƎưŘǠŧļǨŧǨх the occurrence of hot and dry years in Singapore, the impact of the haze is felt even more strongly. Medium (3-10 years) The Group will maintain Emergency Procedures and Business Continuity Plans, implement agile working arrangements through technology and use Business Disruption insurance.

Strategic Report 56

Robert Walters Group Annual Report and Accounts 2021

Streamlined Energy Carbon Reporting (SECR)

This section includes our mandatory reporting of greenhouse gas emissions pursuant to the 'streamlined and more ŧɪŧŘǵƎȔŧхŧưŧǠƁțхļưşхŘļǠŗƺưхǠŧǝƺǠǵƎưƁх framework' for the UK - SECR, which was enacted into law in 2018 through The Companies (Directors' Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018.

¥ŧǝƺǠǵƎưƁхțŧļǠ

The greenhouse gas emissions report has been prepared based on a reporting year of 1 January to 31 December 2021, which is the same as the Group’s ɭưļưŘƎļƥхǠŧǝƺǠǵƎưƁхǝŧǠƎƺşϭ

¥ŧǝƺǠǵƎưƁхŗƺǽưşļǠț

The Group’s report is based on all entities ļưşхƺɫŘŧǨхȕƉƎŘƉхļǠŧхŧƎǵƉŧǠхƺȕưŧşхƺǠх under operational control globally.

rŧǵƉƺşƺƥƺƁțхļưşхǨŘƺǝŧ

The methodology used to calculate the Group’s emissions is based on the ‘Environmental Reporting Guidelines: including Mandatory Greenhouse Gas Emissions Reporting Guidance’ (June 2013 as updated in March 2019) issued by the Department for Environment, Fƺƺşхļưşх¥ǽǠļƥхɪļƎǠǨхЉ$ŧƀǠļЊϭ

The Group has also utilised Defra’s 2021 conversion factors within the reporting methodology. The greenhouse gas emissions data has been prepared with reference to GHG protocol, which categorises greenhouse gas emissions into three scopes. Reporting on emissions from Scope 1 (direct GHG emissions) and Scope 2 (indirect GHG emissions) activities is mandatory. The reporting of Scope 3 emissions (other indirect emissions from sources not owned or controlled by the Group) is voluntary and therefore, the Group reports on all those Scope 3 activities ȕƉƎŘƉхƎǵхƀŧŧƥǨхƉļȔŧхļхǨƎƁưƎɭŘļưǵхƎƮǝļŘǵх on its greenhouse gas emissions. All other Scope 3 activities have been considered but the Group feels that the impact of these was so limited as to be negligible and has decided not to disclose these activities within this report. This decision will be reviewed on an annual basis, or sooner, if changes are made to regulatory reporting requirements.

The Group’s energy consumption in kWh has been calculated for 2021 by taking the calculated fuel consumed by the Group for gas and electricity usage and combining with an estimated kWh GǠŧŧưƉƺǽǨŧхƁļǨхŧƮƎǨǨƎƺưхǨƺǽǠŘŧхЉŗļǨŧхțŧļǠхʹͲͳͻЊ

Current revision	Current revision		2021	$ŧŘхßº$	tCO 2 e	2021	$ŧŘхßº$
Scope 1	ØŧƉƎŘƥŧхɮŧŧǵхļưşхǝǽǠŘƉļǨŧşхƁļǨ	529	0.2	553	0.21	716	0.22
ºƺǵļƥхŘƺǝŧхͳхŧƮƎǨǨƎƺưǨ	529	0.2	553	0.21	716	0.22
Scope 2	Purchased electricity and heat	ͳϮ͵ͲͶ	0.49	1,415	0.54	1,872	0.59
ºƺǵļƥхŘƺǝŧхʹхŧƮƎǨǨƎƺưǨ	ͳϮ͵ͲͶ	0.49	1,415	0.54	1,872	0.59
Scope 3	Business travel — air	164	0.06	274	0.11	1,560	0.49
	Business travel — land¹	115	0.04	117	0.05	376	0.12
	Transmission and distribution	94	0.04	99	0.04	127	0.04
	Paper usage	5	0.00	10	0.00	22	0.01
ºƺǵļƥхŘƺǝŧх͵хŧƮƎǨǨƎƺưǨ	378	0.14	500	0.20	2,085	0.66
ºƺǵļƥхGǠƺǽǝхŧƮƎǨǨƎƺưǨ	ʹϮʹͳͳ	0.83	2,468	0.95	4,673	1.47
ļǠŗƺưхƺɪǨŧǵ	ЉʹϮʹͳͳЊ	ЉͲϭͺ͵Њ	(2,309)	(0.88)	(4,314)	(1.24)
ºƺǵļƥхưŧǵхŧƮƎǨǨƎƺưǨ	0	0.00	159	0.07	359	0.23
UK energy consumption (kWh)	ͳϮͲͷ͹Ϯ͹ͺͶ	N/A	1,092,191	N/A	1,576,801	N/A
Non-UK energy consumption (kWh)	ͶϮ͸ͶͻϮ͸͵Ͳ	N/A	4,875,891	N/A	5,672,980	N/A
ºƺǵļƥхŧưŧǠƁțхŘƺưǨǽƮǝǵƎƺưхЉƢÙƉЊ	ͷϮ͹Ͳ͹ϮͶͳ͵	N/A	5,968,082	N/A	7,249,781	N/A

¹ хhļưşхǵǠļȔŧƥхƎưŘƥǽşŧǨхļƥƥхƀƺǠƮǨхƺƀхƥļưşхǵǠļưǨǝƺǠǵϮхǨǽŘƉхļǨхǠļƎƥхļưşхǵļȚƎϮхŗǽǵхŧȚŘƥǽşŧǨхǵǠļȔŧƥхƎưхǵƉŧхGǠƺǽǝЩǨхȔŧƉƎŘƥŧхɮŧŧǵϭхºƉŧхļǝǝǠƺǝǠƎļǵŧх conversion factor for the method of transportation is applied to the distance travelled. for our company cars and business related travel by employees using their personal vehicles.

TưǵŧưǨƎǵțхƮŧǵǠƎŘ

The Group has recorded the total global emissions, in tonnes of CO 2 e (tCO 2 e), and has decided to use an intensity metric of tonnes of CO 2 e per head, which the Group believes is the most relevant indication of our growth and provides the best comparative measure over time. The table below shows the total global emissions in tonnes of CO 2 e and tonnes of CO 2 e per head for the Group. It also shows the Group's energy consumption for UK and non-UK activities.

ļǨŧхțŧļǠ

ºƉŧхʹͲͳͻхɭưļưŘƎļƥхțŧļǠхƎǨхŗŧƎưƁхǽǨŧşхļǨх the baseline due to lower-than-average emission levels in 2020 during the global pandemic. The base year and the prior year has been recalculated for changes to the scope of operation and measurements, including any additions to measured Scope 3 data. The base year and the prior year are also recalculated if more ļŘŘǽǠļǵŧхşļǵļхƎǨхƎşŧưǵƎɭŧşϭ

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Strategic Report Financial Statements Annual Report and Accounts 2021 Robert Walters Group 57

Corporate Governance

Governance and social policies

GŧưşŧǠхŧǟǽļƥƎǵț

The Board has a policy to encourage diversity, including gender. On 1 January 2014, the Board implemented a policy to ensure that there will be an equal gender quota for any future long list for a Board appointment. The Board remains committed to increasing its diversity through future Board appointments. As shown in the table below, the gender ǨǝƥƎǵхƀƺǠхʹͲʹͳхƉļǨхƎƮǝǠƺȔŧşхŗțхͶҊхƀƺǠхǨŧưƎƺǠх ƮļưļƁŧǠǨхļưşхʹҊхƀƺǠхƺǵƉŧǠхŧƮǝƥƺțŧŧǨϭ TưхʹͲʹͳϮхƀŧƮļƥŧхŧƮǝƥƺțŧŧǨхƮļşŧхǽǝхͷͷҊх ƺƀхļƥƥхǝǠƺŗļƥƥțхļưşхͷͷҊхƺƀхļƥƥх managerial promotions. In accordance with the Companies Act 2006 (Strategic Report and Directors’ Report) Regulations 2013, the Group has provided the table below.

GŧưşŧǠхǝļțхƁļǝхǠŧǝƺǠǵƎưƁхÁf

We support gender equality and we published our UK gender pay gap report on 5 October 2021. The Robert Walters and Resource Solutions reports can be found on the Group’s website. robertwalters.co.uk

ϺƁŧưşŧǠЗǝļțЗƁļǝЗǠŧǝƺǠǵ

OǽƮļưхǠƎƁƉǵǨхļưşхŧǵƉƎŘļƥхŗŧƉļȔƎƺǽǠ

The Group respects all human rights and, in conducting its business, the Group regards those rights relating to non- discrimination, fair treatment and respect for privacy to be the most relevant and to have the greatest potential impact on its key stakeholder groups of clients, candidates, employees and suppliers. The Board has overall responsibility for ensuring the Group upholds and promotes respect for human rights. The Group seeks to anticipate, prevent and mitigate any potential negative human rights impacts as well as enhance positive impacts through its policies and procedures and, in particular, through its policies regarding employment, equality and diversity. Group policies seek both to ensure that employees comply with all applicable legislation and regulation and to promote good practice. The Group’s policies are formulated and kept up to date by the relevant business areas, authorised by the Board and communicated to all employees. The Group has a zero-tolerance approach to bribery and corruption ļưşхƉļǨхǨǝŧŘƎɭŘхǝǠƺŘŧǨǨŧǨхƎưхǝƥļŘŧх to prevent it. The Group’s Anti-Bribery ǝƺƥƎŘțхЉȕƎǵƉхǨǝŧŘƎɭŘхǠŧƀŧǠŧưŘŧхǵƺх the Bribery Act) is included in core training to all employees. The Anti- Bribery policy is reviewed annually to ensure that it is current. The Group is aware of the UK Modern Slavery Act 2015 and complies with its obligations under it. In respect of actions taken during the year, we believe that we operate a supply chain with a very low inherent risk of slavery ļưşхƉǽƮļưхǵǠļɫŘƢƎưƁхǝƺǵŧưǵƎļƥϭхǨх such, over and above our normal operating procedures, we have taken ưƺхǨǝŧŘƎɭŘхǨǵŧǝǨхƎưхǵƉƎǨхǠŧƁļǠşϭ

The Group undertakes extensive monitoring of the implementation of all of its policies and has not been made ļȕļǠŧхƺƀхǨƎƁưƎɭŘļưǵхŗǠŧļŘƉŧǨхƺƀхǝƺƥƎŘțхƺǠх any incident in which the organisation’s activities have resulted in an abuse of human rights.

OŧļƥǵƉхļưşхǨļƀŧǵț

The Chief Executive has overall responsibility for the implementation of the Group’s Health and Safety policy, ȕƎǵƉхǨǝŧŘƎɭŘхƺǝŧǠļǵƎƺưļƥхǠŧǨǝƺưǨƎŗƎƥƎǵțх delegated to managers at each location. .ȔŧǠțхŧɪƺǠǵхƎǨхƮļşŧхǵƺхŧưǨǽǠŧхǵƉļǵхļƥƥх national safety requirements are met at all times, and there were no notable ƎưƟǽǠƎŧǨхƺǠхƉŧļƥǵƉхļưşхǨļƀŧǵțхƎǨǨǽŧǨх ƎşŧưǵƎɭŧşхşǽǠƎưƁхǵƉŧхțŧļǠϭхºƉŧхGǠƺǽǝх adhered to local government Covid- ǠŧƥļǵŧşхƁǽƎşŧƥƎưŧǨϮхȕƎǵƉхǨǵļɪхȕƺǠƢƎưƁх remotely as required.

Fº.ͶGƺƺşхTưşŧȚ

The Group has held FTSE4Good status since 2008. FTSE4Good Index inclusion criteria covers a number of corporate responsibility themes, such as environmental management, climate change, countering bribery and supply chain labour standards. Our continued inclusion in the index recognises that our policies and management systems enable us to address and mitigate key corporate responsibility risks.

Political donations

The Group made no political donations during the year (2020: £nil).

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	2020 average employees	Male	Female		ºƺǵļƥ	¥ļǵƎƺхЉҊЊ	Male	Female	Total	¥ļǵƎƺхЉҊЊ
Board Directors	516ͺ͵ϯͳ͹	42667:33				1	0	1	100:0
Senior managers	108	80	188	57:34	122	84	206	59:41
Other employees	ͳϮͳ͸ͺ	ͳϮͻͲͺ	͵ϮͲ͹͸	38:62	1,325	2,061	3,386	39:61
Total	ͳϮʹͺͳ	ͳϮͻͺͻ	͵Ϯʹ͹Ͳ	39:61	1,451	2,147	3,598	40:60

¹ ххǨŧưƎƺǠхƮļưļƁŧǠхƎǨхļхǝŧǠǨƺưхȕƉƺхƎǨхǠŧǨǝƺưǨƎŗƥŧхƀƺǠхƮļưļƁƎưƁхǨƎƁưƎɭŘļưǵхļŘǵƎȔƎǵƎŧǨхȕƎǵƉƎưхǵƉŧхGǠƺǽǝϮхƺǠхȕƉƺхƎǨхǨǵǠļǵŧƁƎŘļƥƥțхƎƮǝƺǠǵļưǵхǵƺхǝļǠǵх of the Group. This will include any operating country or regional Directors and functional heads of department.# Strategic Report

Financial and operational highlights

Year ended 2021 2020
£m £m
Revenue (constant £m) 970.7 938.4
Net fee income £353.6m £302.4m
Profit before tax £54.1m £14.8m
Profit after tax £50.2m £12.1m
Basic earnings per share 46.3p 8.0p

Revenue

Revenue for the Group is the total income from the placement of permanent and contract candidates and other related services. It is stated net of agency payroll costs and therefore includes the remuneration costs of contract candidates and the total cost of advertising recharged to clients. It also includes outsourcing fees, consultancy fees and the margin derived from payrolling contracts charged by Resource Solutions to its clients.

Revenue for the year was £970.7m (2020: £938.4m). Revenue was £502.5m in the second half of the year compared to £468.2m in the first half of the year (1H £496.4m, 2H £442.0m). Revenue from temporary placements increased by 74% (2020: 79%).

Conversion ratio

The conversion ratio is the percentage of candidates registered who are placed into a role. It has increased to 15.3% (2020: 10.4%), and reflects the Group’s strategic focus on consultant productivity and hiring in the areas of the business where recruitment activity levels are increasing.

Interest costs

The Group incurred a net interest charge for the year of £2.6m (2020: £2.8m), including £2.2m relating to the interest charged on leases (2020: £2.4m), and has a £50m revolving credit facility with a syndicate of banks expiring in June 2025. At 31 December 2021, £15.7m (2020: £nil) was drawn down under this facility. More details are provided in note 14 to the accounts. A foreign exchange loss of £1.3m arose during the year on translation of the Group’s intercompany balances and external borrowings (2020: gain of £0.1m).

Net fee income

Net fee income is the total placement fees of permanent candidates, the margin earned on the placement of contract candidates and the margin from advertising. It also includes the outsourcing, consultancy and payrolling margin earned by Resource Solutions. Net fee income for the year increased by 17% (2021: £353.6m) (2020: £302.4m) and reflected the strong economic bounce back in the second half of the year. The increase in net fee income was due to the recovery from the pandemic in both the permanent and interim Robert Walters divisions.

Profit before tax

Profit before tax for the year increased to £54.1m (2020: £14.8m). Administrative expenses were £299.5m (2020: £287.6m). The increase in profit before tax was mainly due to an increase in bonus payments during the year in line with the improved performance of the Group, increased consultant headcount and depreciation costs.

Strategic Report

Financial Statements

Annual Report and Accounts 2021

Robert Walters Group 59

Corporate Governance

Taxation

The taxation charge in 2021 was £16.7m (2020: £6.1m) and the effective tax rate was 31% (2020: 41%). The Group’s effective tax rate is higher than the standard UK rate of 19% because of the inclusion of non-deductible expenses and the deferral of tax assets on overseas losses and higher rates of overseas taxation in Japan, Australia, France and the Netherlands. Over the medium term, other than governmental changes to corporation tax rates, the Group anticipates that its effective tax rate will remain broadly consistent with that of the current year and expects that the current rate will be sustainable.

Earnings per share

Basic earnings per share was 46.3p (2020: 8.0p). The weighted average number of shares for the year was 72.3m (2020: 71.6m).

Dividends

A final dividend of 14.7p (2020: 15.5p) per ordinary share is being proposed by the Board. Together with the interim dividend of 5.4p (2020: 4.5p) per ordinary share paid in October 2021, the total dividend per share would amount to 20.1p (2020: 20.0p). The final dividend, if approved, which amounts to £10.7m, will be paid on 20 May 2022 to those shareholders on the register as at 22 April 2022.

Net assets

The Group had net assets of £174.8m at 31 December 2021 (31 December 2020: £169.3m) including goodwill of £8.1m (2020: £8.0m). The increase in the Group’s net assets was primarily driven by profit after taxation for the year of £33.5m, investment in computer software of £8.7m, credits relating to share schemes of £2.3m and dividend payments of £11.9m. The translation of overseas operations in 2021 resulted in a loss of £7.4m (2020: gain of £3.4m). This was mainly due to the exchange movements in the overseas functional currencies for the Japanese Yen, Australian Dollar and the Euro. The Group purchased £12.3m of shares in 2021 (2020: £nil) through the Employee Share Purchase Plan.

Foreign exchange

The Group’s results arising in respect of the Group’s overseas operations in 2021, resulted in a loss of £7.4m (2020: gain of £3.4m). This was mainly due to the exchange movements in the overseas functional currencies for the Japanese Yen, Australian Dollar and the Euro. The Group purchased £12.3m of shares in 2021 (2020: £nil) through the Employee Share Trust.

Working capital

The Group’s net receivables increased by £4.2m to £104.4m (2020: £100.2m) and trade payables increased by £10.0m to £163.8m (2020: £153.8m). The increase in receivables and payables during the year relate to working capital movements.

Cash and debt

At 31 December 2021, the Group had net cash balances of £126.6m (31 December 2020: £155.5m). Cash generated from operations was £42.7m (2020: £113.6m).

Cash flow

Net cash generated from operating activities increased to £50.9m (2020: £43.8m), driven by the increase in profit before tax and a movement in working capital. The Group’s operating cash flow was £42.7m (2020: £113.6m).

Capital expenditure

The Group’s capital expenditure was £10.1m (2020: £11.3m), which included £1.2m of IT expenditure and £8.9m of leasehold improvements and other expenditure. The Group received net cash from financing activities of £15.7m (2020: £3.7m) in respect of global government support in relation to furlough schemes.

Treasury

The Group’s treasury function manages financial operations and is currently well placed to meet future working capital cash requirements. Surplus cash balances are invested with externally managed funds seeking competitive rates of return.

Subsidiary undertakings

The subsidiary undertakings and joint ventures undertaking the Group’s operations or net assets of the Group in the year are listed in note 11 to the accounts.

Going concern

Details on the Directors’ consideration and decision to adopt the going concern basis in preparing the accounts can be found on page 106.

Strategic Report

Key Performance Indicators

	2021	2020
Revenue	£970.7m	£938.4m
Net fee income	£353.6m	£302.4m
Profit before tax	£54.1m	£14.8m

Net fee income

Net fee income increased by 17% (£41.0m) reflecting the strong economic bounce back increasing both client and candidate confidence and an increase in productivity.

Profit before tax

Profit before tax represents net fee income less administrative expenses.

Profit before tax

Net fee income growth as a result of increased recruitment activity and an increase in productivity per fee earner, offset by an increase in operational costs and depreciation costs.

	2021	2020
Net fee income	£353.6m	£302.4m
Profit before tax	£54.1m	£14.8m

International mix

International mix represents the percentage of net fee income generated outside UK operations expressed as a percentage of total net fee income.

International mix

The Group’s revenue has increased to 78% of the international mix, primarily due to the UK’s slower recovery from the global pandemic compared to Asia, Australia and Europe recovering most strongly from the global pandemic.

	2021	2020
	78%	70%

Debtor days

Debtor days represents the length of time it takes the Group to receive payments from its debtors. It is calculated by reference to the number of days’ billings it takes to cover the debtor balance.

Debtor days

Tight control over debtor collection assists in reducing the working capital requirements of the business. The increase is due to some customers taking slightly longer to pay as a result of the ongoing impact from the pandemic within some industries.

	2021	2020
Trade debtors	32 days	26 days

Productivity

Productivity represents the total net fee income generated per fee earner.

Productivity

The increase in productivity is a testament to the Group's ability to retain its fee earners and to grow consultant numbers when market conditions improved.

	2021	2020
	£171.3k	£142.8k

Glassdoor rating

	2021	2020
	4.1	4.0

The Glassdoor rating recognises companies that embrace transparency and an open culture.

Glassdoor rating

Our Company rating is 4.1 out of 5 which is considered a high score.

Candidate engagement

	2021	2020
	81%	70%

Net cash

	2021	2020
Net cash	£126.6m	£155.5m

Net cash represents the Group’s cash and short-term deposits less bank overdrafts and borrowings.

Net cash

After £18.6m of lease liability payments, £11.9m of dividend payments, £12.3m of share purchases and £9.1m of tax payments, net cash decreased from £155.5m to £126.6m.

Permanent v contract

	2021	2020
	68%:32%	62%:38%

Business mix

Business mix represents the ratio of permanent and contract net fee income.

Business mix

Permanent recruitment grew more strongly during the year as clients reduced their reliance on interim workers and focused on permanent hiring for growth. Contract recruitment provides a cash hedge in the event of a downturn.

Decreased carbon emissions per head

	2021	2020
	-44%	N/A

The Group set new environmental targets during 2021 to reduce its carbon emissions per head by the end of 2030.

Decreased carbon emissions per head

The Group’s Scope 1, 2 and 3 mandatory emissions per head are significantly reduced as a result of 44% of the Group’s revenue being generated from the UK in 2021, resulting in the Group being ahead of the target set during the year. Due to Covid restrictions being a contributing factor to this result, the targets will remain in place for 2022 and a full review will be completed towards the end of the year and the targets may be revised accordingly.# 46.3p $ŧɭưƎǵƎƺư .ļǠưƎưƁǨхǝŧǠхǨƉļǠŧхƎǨхşŧɭưŧşхļǨх ǝǠƺɭǵхƀƺǠхǵƉŧхțŧļǠхļǵǵǠƎŗǽǵļŗƥŧхǵƺх the Group’s equity shareholders, divided by the weighted average number of shares in issue during the year. ưļƥțǨƎǨ ºƉŧхͶͺʹҊхƎưŘǠŧļǨŧхǠŧɮŧŘǵǨхǵƉŧх ƎưŘǠŧļǨŧхƎưхǝǠƺɭǵļŗƎƥƎǵțхƺƀхǵƉŧх Group during the year. ļǨƎŘхŧļǠưƎưƁǨхǝŧǠхǨƉļǠŧ (2020: 8.0p)

Continue to enhance the risk management framework

$ŧɭưƎǵƎƺư The Group’s risk management framework is designed to safeguard the Group’s assets and to manage the risk of failure to achieve its strategic objectives.

ưļƥțǨƎǨ A risk review is undertaken each year to assess the principal risks in the existing framework against the current environment and operations, with the required ŘƉļưƁŧǨхƮļşŧхǵƺхǵƉŧхǠƎǨƢхǝǠƺɭƥŧϭ

Risk management

Annual Report and Accounts 2021 Robert Walters Group 61

$ŧɭưƎǵƎƺư The candidate satisfaction score recognises the percentage of candidates who would recommend our services to others.

ưļƥțǨƎǨ The score is taken from responses to our candidate satisfaction surveys in 2021.

Candidate satisfaction	85%
ЉʹͲʹͲϯхͺ͸ҊЊ	Corporate Governance Strategic Report 62 Robert Walters Group Annual Report and Accounts 2021

3ULQFLSDO  5LVNV  DQG  8QFHUWDLQWLHV

Risk management process

ºƉŧхƺļǠşхǠŧŘƺƁưƎǨŧǨхǵƉŧхƎƮǝƺǠǵļưŘŧхƺƀхƎşŧưǵƎƀțƎưƁхļưşхļŘǵƎȔŧƥțхƮƺưƎǵƺǠƎưƁхǵƉŧхƀǽƥƥхǠļưƁŧхƺƀхɭưļưŘƎļƥхļưşхưƺưЗɭưļưŘƎļƥхǠƎǨƢǨхƀļŘƎưƁхǵƉŧхŗǽǨƎưŧǨǨϮхļǵхŗƺǵƉхļхƥƺŘļƥхļưşхGǠƺǽǝхƥŧȔŧƥϭхºƉŧхŧɪŧŘǵƎȔŧưŧǨǨхƺƀхǵƉŧхǠƎǨƢхƮļưļƁŧƮŧưǵхǝǠƺŘŧǨǨхƎǨхƮƺưƎǵƺǠŧşх ŗțхǵƉŧхǽşƎǵхļưşх¥ƎǨƢхƺƮƮƎǵǵŧŧϭххǠŧȔƎŧȕхƺƀхǵƉŧхƺƮǝļưțЩǨхǠƎǨƢхǝǠƺɭƥŧхȕļǨхŘļǠǠƎŧşхƺǽǵхşǽǠƎưƁхǵƉŧхțŧļǠϮхƎưŘƥǽşƎưƁхǵƉŧх ƺưƁƺƎưƁхƎşŧưǵƎɭŘļǵƎƺưхļưşхŘƺưǨƎşŧǠļǵƎƺưхƺƀхŧƮŧǠƁƎưƁхļưşх.GхЉ.ưȔƎǠƺưƮŧưǵļƥϮхƺŘƎļƥхļưşхGƺȔŧǠưļưŘŧЊхǠŧƥļǵŧşхǠƎǨƢϮхƎưŘƥǽşƎưƁх climate-related risk. The process involves identifying and prioritising the key risks within the Group and developing and ƎƮǝƥŧƮŧưǵƎưƁхļǝǝǠƺǝǠƎļǵŧхƮƎǵƎƁļǵƎƺưхǨǵǠļǵŧƁƎŧǨхǵƺхļşşǠŧǨǨхǵƉƺǨŧхǠƎǨƢǨϭхțхǠŧƁǽƥļǠƥțхǠŧȔƎŧȕƎưƁхǵƉŧхǠƎǨƢхǝǠƺɭƥŧхƺƀхǵƉŧхŗǽǨƎưŧǨǨϮх the Board ensures that the risk strategy remains appropriate at any point in the cycle. ESG, including climate-related risk is continually evolving, and the potential impact to our organisation in the short and long term and our impact on the environment is considered. Climate-related risk is assessed by considering both the risks related to the physical impacts of climate change and those related to steps to reduce carbon emissions and the switch to lower-carbon, together with climate-related opportunities and the impact on the Group strategy. At present, these factors are not considered to have a ƮļǵŧǠƎļƥхƎƮǝļŘǵхƀƺǠхǵƉŧхGǠƺǽǝϭхÙŧхŘƺưǵƎưǽŧхǵƺхƮƺưƎǵƺǠхǵƉŧхǨƎƁưƎɭŘļưŘŧхƺƀхǵƉŧǨŧхǠƎǨƢǨϮхƎƮǝƥŧƮŧưǵхļŘǵƎƺưǨхǵƺхƮƎǵƎƁļǵŧхǵƉŧхǠƎǨƢх where possible and report on these where it is considered that they could have a material impact on the Group. The Group has made disclosures consistent with the TCFD recommendations and recommended disclosures. Our governance and risk management are disclosed in this report and the Report of the Board, and our metrics, targets and opportunities are disclosed in the Living Our Purpose: Protecting the Planet section of the Strategic Report. The global pandemic remains ongoing, presenting the Group with an unprecedented set of challenges and uncertainties. We review our risks in terms of likelihood of occurrence and potential impact on the business and the Audit and Risk Committee reviews and considers the extent to which management has addressed the key risks through appropriate controls and actions to mitigate those risks. Each local management team continues to consider key risk areas on an ƺưƁƺƎưƁхŗļǨƎǨхȕƎǵƉхļхǨǝŧŘƎɭŘхǝŧǠƎƺşƎŘхǠŧȔƎŧȕхļǵхƥŧļǨǵхƺưŘŧхļхțŧļǠхƺƀхǵƉŧƎǠхǨțǨǵŧƮхƺƀхƎưǵŧǠưļƥхŘƺưǵǠƺƥǨхǵƺхŧưǨǽǠŧхǵƉļǵх ŧļŘƉхǠƎǨƢхļǠŧļхƎǨхļşşǠŧǨǨŧşхȕƎǵƉƎưхǵƉŧхŗǽǨƎưŧǨǨϭхºƉŧхTưǵŧǠưļƥхǽşƎǵхƀǽưŘǵƎƺưхǠŧȔƎŧȕǨхļưşхǵŧǨǵǨхǵƉŧхŧɪŧŘǵƎȔŧưŧǨǨх ƺƀхǵƉŧǨŧхŘƺưǵǠƺƥǨхǵƺхŧưǨǽǠŧхǵƉļǵхǠƎǨƢхƎǨхŗŧƎưƁхƮļưļƁŧşхǝǠƺǝŧǠƥțхļưşхŧɪŧŘǵƎȔŧƥțϭ хǨǽƮƮļǠțхƺƀхǵƉŧхƢŧțхǠƎǨƢǨхǵƉļǵхȕŧхŗŧƥƎŧȔŧхŘƺǽƥşхǝƺǵŧưǵƎļƥƥțхƎƮǝļŘǵхǵƉŧхGǠƺǽǝЩǨхƺǝŧǠļǵƎưƁхļưşхɭưļưŘƎļƥхǝŧǠƀƺǠƮļưŘŧϮх together with associated key actions, are shown overleaf.

Strategic Report Financial Statements Annual Report and Accounts 2021 Robert Walters Group 63

Corporate Governance

Risk Actions to mitigate risk

¢ƺƥƎǵƎŘļƥхƀļŘǵƺǠǨϮхŧŘƺưƺƮƎŘϮхŧưȔƎǠƺưƮŧưǵļƥх ļưşхƮļǠƢŧǵхǽưŘŧǠǵļƎưǵțх The level of candidate and client ŘƺưɭşŧưŘŧхƎưхǵƉŧхŧƮǝƥƺțƮŧưǵхƮļǠƢŧǵх ļưşхƟƺŗхļȔļƎƥļŗƎƥƎǵțхļǠŧхƎƮǝƺǠǵļưǵхƀļŘǵƺǠǨх in determining the total number of recruitment transactions in a given year ļưşхļǠŧхǨƎƁưƎɭŘļưǵƥțхƎƮǝļŘǵŧşхŗțхǝƺƥƎǵƎŘļƥх and economic turbulence and uncertainty.

ļưşƎşļǵŧǨхļǠŧхƥŧǨǨхƎưŘƥƎưŧşхǵƺхƮƺȔŧхƟƺŗǨх ȕƉŧưхǵƉŧхưǽƮŗŧǠхƺƀхƟƺŗǨхļȔļƎƥļŗƥŧхƎǨхƎưх decline or stagnant, which could lead to ļхşŧǵŧǠƎƺǠļǵƎƺưхƎưхǵƉŧхGǠƺǽǝЩǨхɭưļưŘƎļƥх performance. The impact of the Covid pandemic as well as unprecedented ǝƺƥƎǵƎŘļƥхǵǽǠŗǽƥŧưŘŧϮхŘƺǽƥşхƉļȔŧхļхǨƎƁưƎɭŘļưǵх ưŧƁļǵƎȔŧхƎƮǝļŘǵхƺưхǵƉŧхƟƺŗǨхƮļǠƢŧǵхļưşх result in reduced hiring volumes. Climate change (including increased extreme weather events) could have an impact ƺưхƟƺŗхƥƺǨǨŧǨхļưşхǵƉŧхƟƺŗхƮļǠƢŧǵϭ

ºƉŧхGǠƺǽǝхƎǨхƁŧƺƁǠļǝƉƎŘļƥƥțхşƎȔŧǠǨƎɭŧşϮхǨǝļưưƎưƁх͵ͳхŘƺǽưǵǠƎŧǨϮхȕƉƎŘƉхǠŧşǽŘŧǨхǵƉŧх reliance on the success of any particular market. The Group also continues to develop its contract business, which provides more resilient revenue streams in ǵƉŧхŧȔŧưǵхƺƀхļưхŧŘƺưƺƮƎŘхşƺȕưǵǽǠưϭхºƉŧхGǠƺǽǝхƉļǨхǨǽŘŘŧǨǨƀǽƥƥțхşƎȔŧǠǨƎɭŧşхƎưǵƺх other sectors to reduce its concentration risk in the event of a downturn. The Board’s strategy when facing a slowdown in a market is to balance the cost ŗļǨŧϮхǨǽŘƉхǵƉļǵхǵƉŧхƎƮǝļŘǵхƺưхǝǠƺɭǵхƎǨхƮƎǵƎƁļǵŧşϮхļƁļƎưǨǵхǵƉŧхǝŧǠŘŧƎȔŧşхƀǽǵǽǠŧх ŗŧưŧɭǵхƀǠƺƮхǵƉŧхǠŧǵŧưǵƎƺưхƺƀхƢŧțхǨǵļɪϭхOƎǨǵƺǠƎŘļƥƥțϮхǵƉŧхGǠƺǽǝхƉļǨхŗŧưŧɭǵŧşх substantially from increased operational gearing as a result of its policy of şŧƥƎŗŧǠļǵŧƥțхǠŧǵļƎưƎưƁхƢŧțхǨǵļɪхǵƉǠƺǽƁƉхŧŘƺưƺƮƎŘхşƺȕưǵǽǠưǨϭ

The Resource Solutions business is prepared to support the relocation of workers, ȕƎǵƉхǵƉŧхƺǝǝƺǠǵǽưƎǵțхǵƺхƥŧȔŧǠļƁŧхƺɪхŧȚƎǨǵƎưƁхƎưƀǠļǨǵǠǽŘǵǽǠŧхȕƎǵƉƎưхǵƉŧх¥ƺŗŧǠǵхÙļƥǵŧǠǨх GǠƺǽǝϭхhƎȔŧхƟƺŗхļȔļƎƥļŗƎƥƎǵțхƎǨхƮƺưƎǵƺǠŧşхǵƺхŧưǨǽǠŧхļŘǵƎƺưхǝƥļưǨхļǠŧхşƺŘǽƮŧưǵŧşхƀƺǠх immediate action in response to any potential adverse impact on hiring volumes. The Group has strong but prudent cost management. Management continuously monitor the ongoing impact of political and economic factors, and increased market uncertainty on individual markets, implementing appropriate actions as required. The impact of climate-related environmental issues on the Group and local markets is considered on an ongoing basis. An ESG Committee meets regularly to assist the Board in identifying and assessing climate-related risks and opportunities.

ºļƥŧưǵхļǵǵǠļŘǵƎƺưхļưşхǠŧǵŧưǵƎƺư

The Group relies heavily on recruiting and retaining talented individuals with the right skill sets and diversity to grow the business. In addition, as the Group expands its operations in emerging markets, the supply of people with the ǠŧǟǽƎǠŧşхǨƢƎƥƥǨхƎưхǨǝŧŘƎɭŘхƁŧƺƁǠļǝƉƎŘх regions may be limited. Failure to attract and retain key employees with the required sales, management and ƥŧļşŧǠǨƉƎǝхǨƢƎƥƥǨхƮļțхļşȔŧǠǨŧƥțхļɪŧŘǵх ǵƉŧхGǠƺǽǝЩǨхɭưļưŘƎļƥхǠŧǨǽƥǵǨϭххƥļŘƢхƺƀх diversity and inclusion in the workforce could have an adverse impact on talent attraction and retention, strategic thinking, decision-making and overall employee engagement. A global pandemic and unusual stressful working environments could have an impact on employees’ mental health, which ŘƺǽƥşхƥŧļşхǵƺхƎưŘǠŧļǨŧşхǨǵļɪхǵǽǠưƺȔŧǠх and reduced engagement. Increased ƎƮǝƺǠǵļưŘŧхƺƀх.GхļưşхɮŧȚƎŗƥŧхȕƺǠƢƎưƁх could have an impact on attraction and ǠŧǵŧưǵƎƺưхƺƀхǨǵļɪϭ

ºƉŧхGǠƺǽǝЩǨхǝƺƥƎŘțхƺƀхƥƎưƢƎưƁхŗƺưǽǨŧǨхǵƺхǝǠƺɭǵļŗƎƥƎǵțхƎưхşƎǨŘǠŧǵŧхƺǝŧǠļǵƎưƁхǽưƎǵǨхƉļǨх ļхƉƎƁƉхŘƺǠǠŧƥļǵƎƺưхǵƺхǵƉŧхǠŧǵŧưǵƎƺưхƺƀхŧɫŘƎŧưǵхļưşхŧɪŧŘǵƎȔŧхƮŧƮŗŧǠǨхƺƀхǨǵļɪϭ

The long-term incentive schemes that are detailed in note 19 to the accounts form ļхƢŧțхǝļǠǵхƺƀхļхȕƎşŧǠхǨǵǠļǵŧƁțхǵƺхƎƮǝǠƺȔŧхǨǵļɪхǠŧǵŧưǵƎƺưϮхǝļǠǵƎŘǽƥļǠƥțхƺƀхǵƉŧх Group’s senior employees. ǵƉŧǠхŧƥŧƮŧưǵǨхƺƀхǵƉŧхǨǵǠļǵŧƁțхǵƺхƎƮǝǠƺȔŧхǨǵļɪхǠŧǵŧưǵƎƺưхļưşхƮļȚƎƮƎǨŧхŘļǠŧŧǠх ƺǝǝƺǠǵǽưƎǵƎŧǨхƎưŘƥǽşŧхǨƎƁưƎɭŘļưǵхƎưȔŧǨǵƮŧưǵхƺƀхǵƎƮŧхļưşхɭưļưŘƎļƥхǠŧǨƺǽǠŧǨхƎưх employee training and development including regular appraisals, aimed at core consultant competencies and focused on enhancing management potential. The Group culture and the associated processes help to increase productivity and improve employee alignment to the business. A comprehensive approach to succession planning is also in place across the Group. Gender pay initiatives are in place, with target setting and committed actions to close gaps to mitigate the impact over time. The Board promotes, monitors and benchmarks equality, diversity and inclusion, with initiatives and actions being a focus across all the Group’s regions. The Group has appointed a Global Head of Equality, Diversity & Inclusion. Starting in 2022, this role will continue to drive our ongoing commitment to a working environment that promotes inclusion, dignity and respect for all. A Group-wide ED&I council is in place, the purpose of which is to create a ƀƺǠǽƮхƀƺǠхǨǵļɪхǵƺхşƎǨŘǽǨǨхǵƺǝƎŘļƥх.$ҸTхƎǨǨǽŧǨхļưşхǵƺхŧưǨǽǠŧϮхļǨхļхŗǽǨƎưŧǨǨϮхȕŧхļǠŧх striving to create a truly inclusive culture. All-inclusive leadership training and diversity and inclusion training for all managers form part of the Group’s training programme. The Group has a zero-tolerance policy towards inappropriate behaviour. Our approach to corporate responsibility stems from our purpose and focuses on protecting the environment, powering people potential and responsible business, where we believe we can have the biggest impact in making the world a more sustainable, equitable place. Our ESG strategy is informed by leading external reporting frameworks, including the United Nations' 17 Sustainable Development Goals (SDGs).# PRINCIPAL RISKS AND UNCERTAINTIES

This ensures that our actions are aligned with the latest thinking and best practice, and the Group’s strategic priorities and objectives are translated into operational plans. These are considered as high priority by management.

Strategic Report

Robert Walters Group Annual Report and Accounts 2021

Principal Risks and Uncertainties

Risk

Competition risk

Competition varies in each of the Group’s main regions depending on the maturity of the client and candidate market. The emergence of new technology platforms such as web-based applications offering recruitment services for specific market sectors or by offering alternative employment solutions for candidates and clients, may also lead to increased competition. The development of strong commercial relationships with clients has enabled the Group to win and then maintain its contracts with large global organisations, and to develop a strong position in the SME marketplace. The Group reviews and monitors changes in technology and social media trends to ensure that it evolves appropriately. The Group continues to promote itself as a relationship recruiter operating in specialised markets, ensuring its online presence is competitive and provides a high-quality customer experience. Through our innovation, marketing and technology and transformation teams, we continue to identify, trial and adopt new technology to both enhance and augment our existing offering.

Reputational risk

There is an inherent risk that the brand and reputation of the Group could be impacted by failure to maintain high-quality service levels to both candidates and clients. The increasing use of social media increases the Group’s exposure to reputational risk. Failure to deliver on our strategy for growth or meet the Group’s long-term strategy for growth could lead to damage to the Group, by failing to deliver improved performance and achieve the Group’s long-term strategy for growth. Quality control standards are maintained and reviewed for each stage of the recruitment cycle. A ‘contact us’ email address is available on the Group’s website so any negative feedback or improper conduct can be acted upon swiftly by the Chief Marketing Officer and the Board.

Candidate risk

A negative candidate experience as a result of poor candidate service, data breach or other candidate dissatisfaction, could result in candidate complaints, loss of quality candidate base or loss of referrals. Candidate satisfaction surveys are carried out on a regular basis, with Directors addressing any negative feedback directly with the candidate. Clear policies and processes are in place around candidate engagement and active candidate management. Quality control standards are maintained and reviewed for each stage of the recruitment cycle with all new employees receiving appropriate levels of training applicable to their role. We monitor consumer trends outside of the recruitment industry and analyse how consumers’ changing expectations could drive the imperative for change within our industry. We continue to develop the ways we use Microsoft Power BI to deliver business insights and management information.

Actions to mitigate risk

The emergence of new technology platforms such as web-based applications offering recruitment services for specific market sectors or by offering alternative employment solutions for candidates and clients, may also lead to increased competition. The development of strong commercial relationships with clients has enabled the Group to win and then maintain its contracts with large global organisations, and to develop a strong position in the SME marketplace. The Group reviews and monitors changes in technology and social media trends to ensure that it evolves appropriately. The Group continues to promote itself as a relationship recruiter operating in specialised markets, ensuring its online presence is competitive and provides a high-quality customer experience. Through our innovation, marketing and technology and transformation teams, we continue to identify, trial and adopt new technology to both enhance and augment our existing offering.

The increasing use of social media increases the Group’s exposure to reputational risk. Failure to deliver on our strategy for growth or meet the Group’s long-term strategy for growth could lead to damage to the Group, by failing to deliver improved performance and achieve the Group’s long-term strategy for growth. Quality control standards are maintained and reviewed for each stage of the recruitment cycle. A ‘contact us’ email address is available on the Group’s website so any negative feedback or improper conduct can be acted upon swiftly by the Chief Marketing Officer and the Board.

Candidate satisfaction surveys are carried out on a regular basis, with Directors addressing any negative feedback directly with the candidate. Clear policies and processes are in place around candidate engagement and active candidate management. Quality control standards are maintained and reviewed for each stage of the recruitment cycle with all new employees receiving appropriate levels of training applicable to their role. We monitor consumer trends outside of the recruitment industry and analyse how consumers’ changing expectations could drive the imperative for change within our industry. We continue to develop the ways we use Microsoft Power BI to deliver business insights and management information.

Legislation, regulatory requirements and contractual obligations

The Group operates in a number of diverse territories and must comply with numerous domestic and international legislation, regulatory requirements and contractual obligations. Any non-compliance with legislation, regulatory requirements or contractual obligations may result in legal penalties, non-renewal or revocation of a local business licence or enforcement action, which could have a material impact on the Group’s financial performance and reputation. To ensure compliance, our legal department works with leading external advisers, as required, to monitor potential changes in employment legislation across the markets in which we operate. Contractual terms and conditions are thoroughly reviewed before signing to ensure contract provisions are fully understood, risks are fairly allocated between parties and are monitored to ensure contractual obligations are adhered to. An escalation process exists such that contracts with non-standard terms are reviewed by the Group Legal Director and the Chief Operating Officer, as appropriate. ESG-related risk and opportunities disclosures, including guidance from the Task Force on Climate-related Financial Disclosures (TCFD), and compliance with UK Corporate Governance Code reporting requirements are reviewed on an ongoing basis and appropriate disclosures are made where considered to have a material impact on the business strategy, operations or the financial performance. In addition to our commitment to environmental stewardship, the Group recognises its requirements and embraces environmental stewardship. The Group already has in place numerous schemes to deliver net zero emissions and is committed to an additional tree planting programme to achieve a net carbon capture result.

Regulatory compliance

The Group operates in a number of territories and must comply with numerous domestic and international regulations. Any change in the regulatory environment, particularly impacting employment legislation for both candidates and clients, could have a material impact on the Group’s financial performance and reputation. The Group’s legal department, together with local legal expertise, remains up to date with legislative and regulatory developments to assess the impact and implement processes to minimise the exposure and maximise opportunity. A log of licences and renewals is maintained. There is formalisation of regulatory reporting and escalations with legal oversight of licensing processes, and the Group makes use of external counsel where necessary.

Data security and IT infrastructure

A data breach, cyber-attack or loss of data integrity or confidentiality could have a material impact on the Group’s financial performance and reputation, and an adverse impact on the operations and the reputation of the Group. The Group maintains an IT security policy, which is comprehensive but not able to eliminate all risk, which is reviewed on a regular basis and covers all areas of IT security from user access through to server access. Third-party advisers are engaged to provide specialist advice on IT security, data protection and cyber defence. All candidate and client information is held securely with restricted access and with data protection rules in place. Appropriate guidance and training on the security and handling of both manual and electronic data is provided to staff. The Group has a dedicated Chief Technology Architect and Group Information Security Officer who ensure that appropriate guidance and reasonable controls are put in place, particularly in respect of cyber related threats and security protocols. The Group’s Data Protection Officer oversees the handling of personal data and compliance with Data Protection laws.

Technology and infrastructure

The Group is reliant on its technological infrastructure for day-to-day operations and for delivering client and candidate services. A critical infrastructure or system disruption could have a material impact on the Group’s financial performance and an adverse impact on operations and the reputation of the Group. The Group continues to review and improve its business continuity and disaster recovery plans to mitigate against any critical infrastructure disruptions. The Group invested in technology and innovation pre-Covid, enabling a seamless transition to remote working and continued delivery of services. A change management team is in place to ensure that appropriate consideration is given to all change requirements, including a risk analysis of the requirement, and appropriate plans are developed to deal with any potential critical disruptions. Our disaster recovery processes, which are regularly reviewed, ensure the Group continues to operate effectively in the event of any critical incidents. The Group holds business interruption insurance and ensures that adequate cover is in place to mitigate against any insurable losses.

Foreign exchange

The Group operates under a number of functional currencies. Any unfavourable movement in the foreign exchange rates could adversely impact the translation of overseas operations, and subsequently the Group’s reported results. An adverse cash position, or the inability to access capital/funding, could result in an inability to pay creditors and meet ongoing operational requirements.# Strategic Report

Financial Statements Annual Report and Accounts 2021

Robert Walters Group 67

Corporate Governance

Section 172 Statement

The Board acknowledges Section 172 (1) of the UK Companies Act 2006, and its duty to promote the success of the Company. A director of a Company must act in the way he or she considers, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole. In doing this, the director must have regard to:

a) the likely consequences of any decision in the long term
b) the interests of the Company’s employees
c) the need to foster the Company’s business relationships with suppliers, customers and others
d) the impact of the Company’s operations on the community and the environment
e) the desirability of the Company maintaining a reputation for high standards of business conduct
f) the need to act fairly between members of the Company.

In fulfilling its duties under Section 172, the Board has regard to the matters listed above when making decisions regarding the Company's strategy and operations. The Board’s focus on these matters ensures the Group maintains a strong balance sheet position and a detailed plan for any growth opportunities is created before any deal is executed to ensure the long-term success of the Group.

Approval of Strategic Report

The Strategic Report, outlined on pages 3 to 67, incorporates the 2021 Highlights, Robert Walters Group at a Glance, Chair’s Statement, Chief Executive’s Statement, Market Opportunities and Key Trends, Strategy in Action, Technology and Innovation, Living our Purpose: People and Culture, Equality, Diversity & Inclusion, Powering People Potential and Protecting the Planet, Task Force on Climate-related Financial Disclosures, Financial Review, Key Performance Indicators, Principal Risks and Uncertainties and Section 172 statement.

By order of the Board,

Paul Meanwell
Company Secretary
5 March 2022

Corporate Governance 68 Robert Walters Group Annual Report and Accounts 2021

Chair’s Introduction to Corporate Governance

In 2021 there was a particular focus on environmental, social and governance (ESG) matters, including equality, diversity and inclusion.

Dear Shareholder

I am pleased to report that your Company has again complied with the UK Corporate Governance Code throughout the year. As a Board, we are pleased with the further progress that the Group has made to ensure high standards of corporate governance are maintained. We monitor developments and trends in corporate governance both in the UK and internationally, adopting emerging practice we feel improves our governance.

For example, in 2021 there was a particular focus on environmental, social and governance (ESG) matters, including equality, diversity and inclusion. A Global Head of Equality, Diversity and Inclusion was chosen, starting in 2022. This is a key role to support our ongoing commitment to a working environment that promotes inclusion, dignity and respect for all – not only for our own employees, but for clients, candidates and other stakeholders we work with. This role will also focus on promoting diverse hiring in our clients’ organisations.

An ESG Committee was also established in 2021, comprising members of our Board, operational management team and business support functions. As a result, new environmental targets were set during the year and further details of the new targets can be found on page 53.

As a business, we understand that more needs to be done and I am pleased to announce a partnership with Sillion, a leading ESG consultancy, to ensure we remain at the forefront of best practice by identifying and prioritising the ESG issues that are most critical to our business and that shape our strategy for the future.

As a Group, we have an expressed aim of respecting the needs of shareholders, employees, clients, candidates, contractors and suppliers. The Board has a wide range of responsibilities and it is my duty to ensure it has the right mix of skills and experience available to meet Board responsibilities and that we work effectively to promote the long-term success of the Group, create value for our shareholders and proactively invest in a sustainable future for people and communities around the world.

The Board also monitors the risks and opportunities arising from ESG-related factors to ensure that the Group meets and embraces the requirements from environmental stewardship. Further details can be found in the Principal Risks and Uncertainties section on pages 62 to 66, the Powering People Potential section on pages 48 to 51 and Protecting the Planet section on pages 52 to 56.

The Board Committees have had an active year. The Nominations Committee led the appointment process with the assistance of an external advisor for our new Board member, Matt Ashley, who was appointed on 23 December 2021. Matt will succeed Brian McArthur-Muscroft as the Audit and Risk Committee Chair when Brian retires at the conclusion of the Annual General Meeting on 28 April 2022, having served for nine years. I would like to thank Brian for his many years of valuable contribution to the Group.

The Audit and Risk Committee continued to see appropriate controls evident in all areas of risk management. The Internal Audit function built upon the areas covered in the previous year, with a continued focus on the Group’s risk register. This included the review of key risk indicators and the assessment of the effectiveness of controls in place to mitigate identified risks. The Board has an ongoing commitment to the work and responsibilities of the Audit and Risk Committee and the audit, risk and internal control sections of this report.

The Remuneration Committee has continued to engage with our shareholders, completing a comprehensive review of Executive Directors’ pay during the year and incorporating current best practice. An Organisational Health Committee, comprising members of the Board, has also been established with a view to making recommendations to maintain, encourage and improve the health of the business from a people perspective.

All directors undertake an annual Board and Committee evaluation process. Further details can be found on Page 81.

On the following pages we describe our corporate governance framework in more detail.# Strategic Report

Corporate Governance

Division of responsibilities

Division of responsibilities between Chair and Chief Executive

The Board has shown its commitment to dividing responsibilities for the Board and running the Company’s business by keeping the roles of Chair and Chief Executive separate. The roles are set out in writing and have been approved by the Board.

Robert Walters Chief Executive Officer

Ron Mobed Chair

As Chair, Ron Mobed is responsible for leading the Board, and for its effective governance. He sets the tone for the Company, ensures the links between the Board and shareholders are strong, that Directors receive accurate, timely and clear information and management are held accountable.

As Chief Executive, Robert Walters is responsible for the day-to-day management of the Group’s operations, implementing Board decisions, policies, and developing the vision and strategy for the Board’s review and approval.

The key responsibilities of the Chair and Chief Executive are summarised below:

Senior Independent Director

Brian McArthur-Muscroft is the Senior Independent Director. As such, he is available to shareholders and other Directors when they may have issues or concerns where contact through the normal channels of either the Chair or the Executive Directors has failed to resolve concerns, or where contact is deemed inappropriate.

Board balance and independence


Brian McArthur-Muscroft	Non-executive Director, Senior Independent Director	Tanith Dodge	Non-executive Director	Steven Cooper
Matt Ashley	Non-executive Director	Ron Mobed	Chair

The Board comprises the Chair, two Executive Directors and four independent Non-executive Directors. The Board annually reviews its composition to ensure there is an appropriate balance between Executive and Non-executive Directors and by promoting diversity ensures the Board has the appropriate mix of skills, experience and knowledge.

The Group’s commitment to achieving a balance of Executive and Non- executive Directors is shown by:

The Non-executive Directors comprising more than half of the Board of Directors;
The Non-executive Directors comprising Ron Mobed, Brian McArthur-Muscroft, Tanith Dodge, Steven Cooper and Matt Ashley being considered to act independently of management and free from any business or other relationship that could materially interfere with the exercise of their independent judgement.
No Non-executive Director, including the Chair, has served on the Board for more than nine years from the date of their original appointment.

The independent Non-executive Directors met a number of times during the year without management present.

Brian McArthur-Muscroft
Non-executive Director, Senior Independent Director

Report of the Board

Corporate Governance
70
Robert Walters Group
Annual Report and Accounts 2021

Ron has a broad range of global experience across a number of sectors and regions and most recently held the position of Chief Executive Officer of the largest operating unit of RELX Group plc, the global provider of information and analytics for professional and business customers. Prior to that, Ron spent 24 years at Schlumberger before retiring as Executive Vice President of Operations and Chief Administrative Officer. Ron is currently a Non-executive Director at AVEVA Group plc and Ordnance Survey as well as a Supervisory Board Member at Fugro N.V. He also serves as a Lay Member of Court at the University of Dundee and is a Trustee of the Campaign for Science and Engineering (CaSE).

After qualifying as a Chartered Accountant with Deloitte & Touche, Alan was Commercial Manager of Primecom and then Financial Director of Foresight, both subsidiaries of Primedia, a listed South African Media Group.

Alan Bannatyne Chief Financial Officer

Financial Controller in September 2002 and was appointed to the Board of Robert Walters Group as Chief Financial Officer in 2007. In February 2017 he was appointed as a Non-executive Director of XPS Pensions Group.

After three years at Touche Ross he joined BDO as Senior Manager, leading the national corporate finance advisory team in Manchester before moving to Grant Thornton where he became a Partner. Alan has significant public company experience, and has served on the board of a number of listed companies in the UK and internationally. Alan is also a Member of the Institute of Chartered Accountants in England and Wales. Alan qualified as an accountant in 1992.

In 1985 Robert Walters established the business in London and established his own recruitment business in 1985, specialising in middle management professional positions. Since then the Company has grown, largely through organic expansion and a variety of regional and international locations. Robert Walters plc is quoted on the London Stock Exchange and currently has a global presence spanning 31 countries.

Brian McArthur-Muscroft is the Chief Executive Officer of the UK’s largest asset and investment management business. Previously, he was the Group Chief Financial Officer of RPC Group International plc, a FTSE100 global infrastructure software company.

While CEO of RPC Group International plc, he was Chief Executive Officer of the business and led the business to a FTSE 250 listing on the London Stock Exchange Main Market in December 2016. In 2017 RPC was then acquired by CVC and Blackstone for $1.9 billion. While CEO of RPC Group International plc, Brian was Group Finance Director at Telecity Group plc where he led the IPO of the business in 2007. Brian was chosen as Business Week’s Finance Director of the Year in 2017 and 2013 and ICAEW’s FTSE 250 Finance Director of the Year in 2012. Also a restructuring specialist, Brian was the Interim Chief Financial Officer of MCI Worldcom EMEA. Brian qualified as a chartered accountant with PricewaterhouseCoopers in London.

Report of the Board continued

Board of Directors


Alan Bannatyne		Chief Financial Officer	Appointed March 2007
Committees	N O
Ron Mobed		Chair	Appointed January 2021
Committees	N O
Robert Walters		Chief Executive Officer	Appointed July 2000
Committees	N O
Brian McArthur-Muscroft		Non-executive Director, Senior Independent Director	Appointed May 2013
Committees	A N R O

71
Robert Walters Group
Annual Report and Accounts 2021

A Audit and Risk
N Nominations
R Remuneration
O Organisational Health

Tanith Dodge Non-executive Director
Appointed February 2017
Committees ANRO

Tanith is an HR executive with a strong consumer background in international organisations. Her recent experience includes Chief People Officer at The White Company and prior to that, she spent eight years at Marks & Spencer Group plc where she ran the global HR for 80,000 employees in 53 countries. Before joining Marks & Spencer, Tanith was Group Human Resources Director at WH Smith, where she also held responsibility for Public Relations, Communications and Post Office Affairs. Prior to this, Tanith was Senior Vice President Human Resources for Europe, Middle East and Africa (EMEA) at InterContinental Hotels Group. Tanith has also held senior HR roles at Diageo plc and Prudential Corporation plc.

Tanith has a breadth of Board experience. Since March 2021 she has been Chair of Samarkand Global plc and also Chair of the Remuneration Committee. Since July 2019 she has been a member of the Advisory Council for PriceWaterhouseCoopers. She is a Trustee on the Board for Action For Children.

Steven Cooper Non-executive Director
Appointed October 2018
Committees A N R O

Steven Cooper is an experienced international business leader who has been at the forefront of business transformation in the banking and payments sector, generating significant shareholder value and improving colleague and customer engagement scores. This has been achieved through repositioning the business with a focus on digital channels and data-driven technologies. He is currently CEO of Aldermore Group and was formerly CEO of UK Private Bank C. Hoare & Co. Steven began his career at Barclays in 1986 and occupied numerous senior positions, including Chief Executive Officer, Barclays Retail Bank for UK and Continental Europe. Steven is currently Chair of Experian UK and previously he was Co-Chair of the Social Mobility Commission, a Non-executive Director of the Financial Services Compensation Scheme, served on the advisory board of Teach First and was also a member of the FCA Practitioner Panel as well as various Government taskforces. He was awarded an Honorary Doctorate from Heriot Watt University for services to banking and social mobility and was last year named as banking CEO of the Year by Today magazine. Steven was awarded a CBE in January 2022 in recognition for his services to banking and social mobility.

Matt Ashley Non-executive Director
Appointed December 2021
Committees A N R O*

Robert Walters plc on 23 December 2021. He brings a broad range of financial and commercial experience and is currently Chief Financial Officer of RPC Group plc, one of the world’s largest enterprise software providers. Previously, Matt was Chief Financial Officer of Capita plc, to which he held several senior positions at National Express Group plc including Group Finance Director and Chief Executive, North America. He was a director of transport, infrastructure and public company reporting at Deloitte LLP and began his career as an auditor in London. Matt is a graduate of Leeds University and member of the Institute of Chartered Accountants in England and Wales.

Matt Ashley's appointments to the Committees and as Chair of the Audit and Risk Committee will take effect from the conclusion of the 2022 Annual General Meeting.

Board Composition

A dynamic and professional leadership team, focused on delivering our strategic ambition.

1 Chair
2 Executives
4 Non-executives

Alan Bannatyne Chief Financial Officer

Walters plc on 23 December 2021. He brings a broad range of financial and commercial experience and is currently Chief Financial Officer of RPC Group plc, one of the world’s largest enterprise software providers. Previously, Matt was Chief Financial Officer of Capita plc, to which he held several senior positions at National Express Group plc including Group Finance Director and Chief Executive, North America. He was a director of transport, infrastructure and public company reporting at Deloitte LLP and began his career as an auditor in London. Matt is a graduate of Leeds University and member of the Institute of Chartered Accountants in England and Wales.# Corporate Governance

72 Robert Walters Group Annual Report and Accounts 2021

Statement of compliance with the UK Corporate Governance Code

The Company has complied throughout the year ended 31 December 2021 with the Code provisions set out in the 2018 UK Corporate Governance Code (the Code), with the exception of pension levels for incumbent Executive Directors remaining unchanged for 2021, but as noted in the 2019 Directors’ Remuneration Report and approved at the 2020 Annual General Meeting, the pension allowances for both Executive Directors have been aligned to the wider workforce and will reduce.

The Board of Directors is committed to the highest standards of corporate governance and has applied the principles set out in the Code, including the provisions, by complying with the Code as reported above. Further explanation of how we apply the Code’s principles in relation to our Board leadership and Company purpose; division of responsibilities; composition, succession and evaluation; audit, risk and internal control; and remuneration, is set out below. Our principles and policy in relation to remuneration are covered separately in the Report of the Remuneration Committee on pages 82 to 102.

Board leadership and Company purpose

Company’s purpose, values and strategy

The Company’s purpose, values and strategy are covered separately in our Strategy in Action section of the Strategic Report on pages 18 to 27, and is aligned with our purpose-driven culture covered separately in our Living our purpose section of the Strategic Report on pages 32 to 57 and our cultural values and principles of teamwork, passion, innovation, quality and inclusion.

The Group is committed to being a meritocratic and diverse business with a culture that enables all of our employees to build long-term and rewarding careers. The People and Culture section of this report on pages 34 to 39 highlights this in action through a selection of case studies of the careers forged by a number of employees across the globe.

Culture

The Board regularly monitors culture for alignment with the Group’s purpose, core principles and strategy. Corporate culture has been fundamental to our success over the years. Employee engagement surveys, third-party awards for employer brand recognition, employee feedback and internal metrics are some of the key metrics used by the Board in assessing corporate culture, and they are embedded in the Board agenda. The Group’s cultural values and principles of teamwork, passion, innovation, quality and inclusion are evident in our Strategy in Action section and throughout Living our Purpose section on pages 32 to 57.

In 2020 the Board appointed a member of the Board to be responsible for employee engagement, as detailed in the Report of the Remuneration Committee on page 96, and this encompasses regular meetings with employees, including meeting with new starters and leavers. Any whistleblower reports are investigated through the appropriate channels and reported to the Board.

Engagement with shareholders and key stakeholders

In order to meet its responsibilities to shareholders and stakeholders, the Board ensures the Group has processes in place to engage with all key stakeholder groups through encouraging participation, active consultation and by building long-term relationships in order to achieve our strategic priorities. How we engage with some of these key stakeholder groups and other interested parties is detailed on the following page.

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Strategic Report Corporate Governance Financial Statements

Annual Report and Accounts 2021 Robert Walters Group 73

Key stakeholder groups	How we engage
Candidates and clients	The engagement of the Executive Directors with candidates and clients is driven by the Group’s commitment to quality. Candidate and client satisfaction surveys are carried out on a regular basis, with feedback addressed directly with the candidate or client. Through building relationships with integrity, the Group is able to focus on our service and customer satisfaction and to build consultative, long-term relationships. Feedback is taken extremely seriously and where appropriate is brought to the attention of the Chief Executive during the year.
Workforce	The Remuneration Committee Chair has undertaken additional engagement internally in order to monitor attrition rates and employee engagement surveys are reviewed, together with other engagement activities as detailed in the Report of the Remuneration Committee on page 96. A whistleblowing policy is in place to ensure that employees/workers have a formal system that allows them to raise concerns without fear of reprisal. The Group has established an Organisational Health Committee (see page 74).
Corporate Social Responsibility	Part of the Group’s responsibility is to maintain the highest ethical standards in all of our operations. We continue to support and invest in initiatives and partnerships that help individuals and communities develop skills and employment opportunities, aligning with our purpose-driven culture and CSR initiatives detailed in Living our Purpose section on pages 32 to 57.
Shareholders	Dialogue with institutional shareholders: The Company engages with its institutional shareholders by: – Making annual and interim presentations to institutional investors; – Meeting shareholders to discuss long-term issues and obtain their views; – Providing direct access to the Chair for regular meetings with shareholders, including an annual invitation to meet with the top ten shareholders; – Communicating regularly throughout the year; and – Regular meetings of the Board being used as the forum to ensure that Non-executive Directors are informed of shareholder views and concerns. Constructive use of the Annual General Meeting: The Board seeks to use the Annual General Meeting as an opportunity for all shareholders to question the Board and the Chair of the Board Committees on matters put to the meeting including the Annual Report and Accounts. The Board seeks to encourage shareholder participation by: – Inviting shareholders to submit questions in advance; and – Providing a balanced and understandable assessment of the Group’s position and prospects. The results of voting at general meetings are published on the Company’s website, robertwaltersgroup.com/investors, as required by the Code. We are happy to be able to report that we regularly receive positive feedback from numerous shareholders.
Suppliers	The Group maintains a zero-tolerance policy for bribery and modern slavery, and all suppliers are required to behave ethically, in accordance with all legislation including the Anti-Bribery and Modern Slavery Acts. We value our suppliers and adopt the principles of prompt payment and the agreement of mutually sensible commercial terms. The Group engages with suppliers to ensure they are aware of the Group’s ethical policies and due diligence processes and to maintain positive and long-term relationships.

Corporate Governance 74

Robert Walters Group Annual Report and Accounts 2021

The Board and its role

The Board is responsible to the Group’s shareholders for the conduct and performance of the Group’s business. Having strong governance processes and oversight helps drive the culture of the business so that it can better deliver on its responsibility to all of our stakeholders, including creating long-term value for our shareholders and proactively investing in a sustainable future for people and communities around the world.

The Board has developed a Board governance framework which sets out the governance structure of the Board and its Committees. The Board considers that it has shown its commitment to assessing opportunities and risks to achieve long-term success and leading and controlling the Group by:

Having a Board constitution which details the Board’s responsibility to the Group’s shareholders for the management of the Group’s business and the establishment of clear lines of responsibility from the Board to the Chief Executive and the Executive Directors, in whom responsibility for the Executive management of the business is vested;
The Chairman of the Board is responsible for the leadership of the Board and ensuring its effectiveness, and the Board is responsible for the overall governance of the Group and for its strategic direction and risk management, and also the appointment of senior Executives and succession planning;
Consideration of Section 172 (1) of the UK Companies Act 2006 and their duty to promote the success of the Company;
Oversight of the Group’s organisational health, working culture and wellbeing of employees;
All Directors have access to the advice of the Company Secretary, who is responsible for advising the Board on all governance matters;
Considering any concerns about the operation of the Board or management of the Company, and recording any unresolved concerns in the Board minutes, including obtaining a written statement on resignation of a Non-executive Director, of any such concerns;
The provision of appropriate training to all new Directors at the time of appointment to the Board, and by ensuring that Non-executive Directors are kept abreast of developments and issues affecting the Group and the wider business environment through ongoing training and access to management and information;
Delegating responsibilities to sub-Committees:# Organisational Health Committee; Audit and Risk Committee; Remuneration Committee; and Nominations Committee.

External appointments of Directors are not undertaken without prior approval of the Board.

Understanding the business

The Board has sought to ensure that Directors are properly briefed on issues arising at Board meetings by establishing procedures for:

– Distributing Board papers in advance of meetings in the appropriate form including detailed reports and presentations to enable the Board to discharge its duties;
– Ensuring that Directors receive and review appropriate information from senior management;
– Facilitating the attendance of Directors at external presentations and briefings;
– Making the Company Secretary responsible to the Board for the timeliness and quality of information.

Organisational Health Committee

The members of the Organisational Health Committee (OHC) are the Non-executive Directors and the Chair. The OHC makes recommendations to maintain, encourage and improve the health of the organisation from a people perspective, including through the recommendations detailed in the Strategy Report on pages 32 to 57. The OHC has the responsibility for the review of the Group’s whistleblowing procedures and to ensure that appropriate arrangements are in place for employees to be able to raise matters of concern and to report to the Board on the outcomes of these reviews.

Audit and Risk Committee

The Audit and Risk Committee assists the Board in discharging its review responsibilities. During the year the Audit and Risk Committee met three times and reviewed the following:

– Oversight of the Group’s financial reporting and its internal controls;
– The Group’s risk management processes and internal audit plans;
– The Group’s compliance with legal and regulatory requirements;
– The opinions of management and the external auditor in relation to the appropriateness of the accounting policies and significant judgements in the financial statements and the effectiveness of internal controls over financial reporting.

Further information on the work of the Audit and Risk Committee during the year can be found on pages 77 to 79.

Nominations Committee

The Nominations Committee met seven times during the year and its activities included:

– Engaging the assistance of an external advisor and subsequently recommending Matt Ashley as Non-executive Director;
– Reviewing the composition of the Board with a view to maintaining an appropriate balance of skills, knowledge and experience;
– Considering all aspects of the Board with regard to succession planning;
– Reviewing the leadership capabilities, needs and succession planning of the Group including identifying and developing talent;
– Recommending any changes in the membership of the Board Committees;
– Reviewing the Diversity Policy and considering all aspects of the Board and the Group’s senior management and their direct reports, with a focus on gender, ethnicity, age and experience.

Remuneration Committee

The Remuneration Committee met eight times during the year and its activities included:

– Engaging with our largest shareholders and the workforce to ensure a strong level of communication and dialogue;
– Reviewing the remuneration policy and ensuring that it remains competitive and in line with the tri-annual requirement for shareholder approval of the remuneration policy;
– Determining the individual remuneration packages for Executive Directors;
– Approving the targets and performance assessments for performance-related incentive schemes; and
– Overseeing the operation of all incentive schemes and awards and determining whether the performance criteria had been met.

Further information on the work of the Committee during the year can be found in the Report of the Remuneration Committee on pages 82 to 84, including the Chief Executive pay ratio and incentive outcomes.

Attendance at meetings

The number of scheduled Board meetings and Committee meetings attended as a member by each Director during the year is set out below. The Executive Directors, by invitation, attended eight Remuneration Committee meetings during the year. Alan Bannatyne also attended three Audit and Risk Committee and seven Nominations Committee meetings during the year.

	Board (12 meetings)	Audit and Risk Committee (3 meetings)	Nominations Committee (7 meetings)	Remuneration Committee (8 meetings)
Ron Mobed	12	n/a	7	n/a
Robert Walters	10	5	n/a	n/a
Alan Bannatyne	12	n/a	n/a	n/a
Brian McArthur-Muscroft	12	3	7	8
Tanith Dodge	12	3	7	8
Steven Cooper	12	3	7	n/a
Matt Ashley	2	n/a	n/a	n/a

Robert Walters was unable to attend two of the Board meetings and two of the Nominations Committee meetings due to illness.
The Nominations Committee comprises two Non-executive Directors and one Executive Director.

Governance of climate matters

Climate change has been a key focus for the Group in 2021 and is now part of the Group’s strategic growth drivers. The Board has delegated oversight of the management of climate-related risks to the Environmental, Social and Governance (ESG) Committee which was established in early 2021. The Committee includes members of our operational management team, plc Board and business support functions and has met three times during the year. The Committee is responsible for providing strategic direction on climate change matters and reports to the Board twice yearly. Within the committee, two operational ‘champions’ (EMEAA and APAC) work to embed climate action within the Group's operational planning and in order for the Group to meet its new environmental targets, which include reducing its overall carbon emissions by 30% per head by the end of 2030. The Group has also committed to two further targets relating to our responsible business strategy and the UN’s Sustainable Development Goals (SDGs). Further details on our new environmental targets can be found on page 53. The new environmental targets have been part of the Executive Directors KPIs for 2021, and together with other ESG targets, bonus payable is up to a maximum of 8% out of the 25% payable under the KPI element.

In 2024, the Group will undertake a further assessment of the Group, which will identify and prioritise the ESG issues, including climate related risks, that are most critical to the business. The report will assess the Group’s climate impact and its associated risks and opportunities. The assessment will then inform the Group’s 2024 ESG strategy.

The Group is committed to minimising our impact on the environment. Since 2008, we’ve been a constituent member of the FTSE4Good Index, which recognises the measures we’ve taken to reduce the impact of our operations on the environment and society while proactively investing in a sustainable future for people and communities around the world.

In 2020, we launched our ‘Plant a tree for’ programme. This initiative sees one tree planted for every permanent candidate placed by our Robert Walters and Walters People businesses, and one tree planted for each employee in our Resource Solutions business. In 2021, we planted more than 15,000 native trees in Borneo, Brazil, Kenya and India. Greater detail can be found on pages 52 to 53.

Audit, risk and internal control

Internal control

The Board is responsible for establishing and maintaining the Group’s system of internal control for the year ended 31 December 2021 and up to the date of approval of the Annual Report. The Board’s monitoring covers:

– all significant financial, operational and compliance risks;
– the effectiveness of internal controls;
– the adequacy of information systems;
– risk management processes;
– compliance with legal and regulatory requirements;
– management of environmental, social and governance (ESG) matters;
– the effectiveness of internal audit.

The Audit and Risk Committee assists the Board in discharging its review responsibilities. During the course of its review of the system of internal controls, the Audit and Risk Committee received assurances from management and internal audit that no system of internal control can provide absolute assurance against material misstatement or loss.

The Group’s system of internal control is designed to safeguard the Group’s assets and to ensure the reliability of information used within the business and for publication.# Report of the Audit and Risk Committee

Dear Shareholder

I would like to give you an overview of the operation and scope of the Audit and Risk Committee and report on our work over the past year.

Composition of the Audit and Risk Committee

The members of the Audit and Risk Committee are appointed by the Board from the Non-executive Directors of the Company. The Audit and Risk Committee’s terms of reference include all matters indicated by Disclosure Guidance and Transparency Rule 7.1 and the 2018 UK Corporate Governance Code (the Code) relevant to its work. The terms of reference are considered annually by the Audit and Risk Committee and are available upon request.

Members of the Audit and Risk Committee include myself, (Chair), Tanith Dodge and Steven Cooper; all of whom are independent Non-executive Directors. The Audit and Risk Committee met three times during the year, with full attendance from its members.

I will retire from the Board at the conclusion of the Annual General Meeting on 28 April 2022 and Matt Gearing will replace me as the Chair of the Audit and Risk Committee. The four-month handover between Matt and I will ensure that there is a seamless transition of the Chairpersonship during the year.

The composition of the Audit and Risk Committee was reviewed during the year and the Board and the Committee believe that the committee continues to possess the appropriate skills and experience to effectively discharge its duties. The Committee is required to include one independent Non-executive Director who has recent and relevant financial experience. Matt Gearing was appointed as the Chair. All Audit and Risk Committee members are considered to be independent Non-executive Directors.

As Audit and Risk Committee Chair, I invited the Chair of the Board and the Executive Directors to each meeting. In addition, the Group Financial Controller, the Head of Internal Audit and representatives from the Group’s external auditor, BDO LLP, were present at each meeting.

Role of the Audit and Risk Committee

The Audit and Risk Committee meets at least three times a year to consider the Group’s financial reporting, internal control procedures and compliance with accounting standards, business risk, legal requirements and the requirements of all other matters indicated by the terms of reference.

A process has been in existence throughout the period that this report relates to in order to assess the risks within the business and to report and monitor such risks. The Audit and Risk Committee regularly receives reports identifying the key internal controls in existence and also risk reports from the business. The Audit and Risk Committee then reviews the effectiveness of the internal controls and the management of key risks within the Group.

The Audit and Risk Committee discharges its responsibility through the review of the financial statements, the scope of the external audit in advance of the audit commencing and the assessment of the effectiveness of the internal controls and risk management processes as presented to the Audit and Risk Committee by the Auditor in their management letter.

The evaluation of the Committee as well as the Board is commented on page 81 in the Report of the Nominations Committee. The composition of the Audit and Risk Committee was reviewed during the year and the Board and the Committee believe that the committee continues to possess the appropriate skills and experience to effectively discharge its duties, including those relating to risk and control.

Brian McArthur-Muscroft
Audit and Risk Committee Chair

Going concern and viability statement

The Audit and Risk Committee reviewed the Group’s draft full-year and half-yearly results statements and announcements prior to Board approval and reviewed the external auditor’s detailed reports thereon. In particular, the Committee reviewed the opinions of management and the Auditor in relation to the fairness and appropriateness of the financial statements and the statement that they are balanced and fair. The main areas of focus in 2021 and matters that had been made are set out below:

Revenue recognition – permanent placements

Revenue in respect of permanent placements is deemed to be earned when a candidate accepts a position and a start date is determined. A provision is made by management, based on historical evidence, for the proportion of those placements not yet invoiced where the candidate is expected to reverse their acceptance prior to the start date. The Audit and Risk Committee reviewed the detailed criteria for determining the back-out provision applied to this revenue, and was satisfied with the judgements made by management. Internal Audit reports regularly on key processes, which include revenue recognition and earned but not invoiced revenue. The Audit and Risk Committee reviews the detailed judgements made by management in determining the back-out provision applied to this revenue, whereby a percentage of candidates may in reality reverse their acceptance prior to their start date. The level of this provision is considered to be calculated on a consistent basis and appropriate based on historical trends and considering the impact of Covid on current client conditions.

Revenue recognition – temporary placements

Revenue from temporary placements, which is amounts charged to clients for services rendered, is recognised when the service has been provided. Rate cards are used, particularly in the Resource Solutions business, to determine the temporary worker rates and to calculate the amounts to be billed. The Committee reviews and discusses revenue recognition from temporary placements with management, internal audit and the external auditor. Internal Audit reports on and evaluates the design, implementation and operating effectiveness of controls in relation to revenue recognition, including controls over the processing of rate card changes and the accuracy of temporary worker rates. The Committee concluded that management’s approach to revenue recognition from temporary placements was sound and that the controls put in place were appropriate, and that the internal controls over revenue recognition were operating effectively.

Going concern and viability statement

In order to support the going concern assumption, the Committee was presented with detailed forecasts showing the Group’s projected financial performance for the three-year period ending 31 December 2024. Please refer to the going concern and viability statement on page 106. For the three-year period ending 31 December 2024, the Group’s projected net funds and available facilities are:

Net funds totalling £126.6m (this is net of the facility drawn down to the extent of £15.7m at 31 December 2021);
A guaranteed four-year borrowing facility of £60.0m; and
Net current assets of £120.6m.

The Committee considered that a three-year period is appropriate as the timeframe over which any reasonable view can be formed given the nature of the market in which the Group operates (more detail is provided on page 106).

Based on these forecasts, the Board and the Audit and Risk Committee concluded that the going concern assumption was appropriate.

Future accounting standards

The Committee receives regular updates on future accounting standards changes and the potential impact that these may have on the Group’s financial reporting. Work has commenced on the implementation of IFRS 17 and the Committee will continue to assess the impact on the Group’s financial statements. Further detail is provided in the 'Changes in accounting standards/IFRS' section of the Statement of Accounting Policies on pages 124 to 125.# Fair, balanced and understandable Report of the Audit and Risk Committee

By the Audit and Risk Committee prior to consideration by the Board, and the Committee considered whether the 2021 Annual Report and Accounts was fair, balanced and understandable and whether it provided the necessary information for shareholders to assess the Group’s performance, business model and strategy. The Audit and Risk Committee considers whether the 2021 Annual Report and Accounts is fair, balanced and understandable and provided the necessary information for shareholders to assess the Group’s performance, business model and strategy.

Report of the Audit and Risk Committee

Strategic Report

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Annual Report and Accounts 2021

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Internal Audit and risk

At the end of 2020, the Committee approved the Internal Audit plan for 2021. During the year the ongoing impact of Covid on the business resulted in the plan being carefully reviewed whilst considering management pressures, resources, data availability, remote auditing potential and the impact on the Group’s operational resilience. Management’s ability to effectively respond to the crisis was subject to significant review by Internal Audit, focusing on the management of liquidity, solvency, business continuity and the impact on employees, together with risk-based assurance across a wide remit including operational activities and support departments such as Human Resources. Internal Audit reports regularly on key business processes and control activities, following up on the implementation of agreed actions to address any identified control weaknesses. At each meeting, the Committee received a summary of Internal Audit’s work and a report on the status of previously raised audit recommendations. A robust Group-wide risk management framework, including the identification and assessment of emerging and ESG-related risks, was performed during the year as detailed in the Strategic Report: Principal Risks and Uncertainties on pages 62 to 66. The Committee reviewed the effectiveness of the internal control systems and also approved the Internal Audit plan for 2022.

The Committee sought to enhance the internal audit process by obtaining feedback from all parties involved in the process, including management and the external auditor. Following each audit, questionnaires are completed by members of the Audit Committee, Management and the external auditor. A summary report of these responses, including recommendations for future improvement, was presented to the Committee for its consideration. It was concluded that the internal audit process was effective and the Audit and Risk Committee held private discussions with BDO LLP at both of the Audit and Risk Committee meetings. These discussions with the external auditor focused on the scope of their work, the Group’s internal controls, and their opinion on the financial statements. These discussions considered, providing BDO LLP an opportunity for open dialogue and feedback without management being present. Management’s assessment of the effectiveness of the audit, the strengths and weaknesses of the audit process and the quality of the work performed by the auditor were considered, providing BDO LLP an opportunity for open dialogue and feedback without management being present. The Committee also assessed the external auditor’s independence and considered the Group’s reliance on external audit advice.

Reappointment of Auditor

The Audit and Risk Committee is responsible for making recommendations to the Board regarding the appointment of its external auditors and their remuneration. BDO LLP has been the Group’s auditor since 2019. The Audit and Risk Committee, having assessed the effectiveness of BDO LLP’s audit, concluded that there are no contractual obligations restricting our choice of external auditor.

Independence of our external auditor

The Audit and Risk Committee recognises the importance of auditor independence and reviews the service provided by the Auditor and the level of their fees. Any non-audit fees greater than £25,000 require the approval of the Audit and Risk Committee each financial year. The Audit and Risk Committee has a policy with respect to the provision of non-audit services provided to the Group by the external auditor that complies with the requirements of the Code. There was a breach of the FRC’s Ethical Standard in 2021 as detailed in the External Audit report on page 108. The Audit and Risk Committee have assessed the risk and do not believe Auditor independence to have been compromised. The Board has delegated responsibility to the Audit and Risk Committee for making recommendations on the appointment, evaluation and dismissal of the external auditor.

Whistleblowing procedures

The Group’s whistleblowing procedures ensure that appropriate arrangements are in place for employees to be able to raise concerns about actual or suspected malpractice or impropriety and for follow-up action. Reports on any such matters are given to Board members.

Approved
This report was approved by the Board of Directors on 7 March 2022 and is signed on its behalf by:

Brian McArthur-Muscroft
Audit and Risk Committee Chair
7 March 2022

Corporate Governance 80
Robert Walters Group Annual Report and Accounts 2021

Report of the Nominations Committee

Roles and activities of the Committee

The Nominations Committee meets at least twice a year and is responsible for advising the Board on all aspects of succession planning for the Board and its Committees and makes recommendations on Board composition and balance. The members of the Committee are Tanith Dodge, Steven Cooper, Brian McArthur- Muscroft, Robert Walters and myself. During the year, the Nominations Committee met to consider and approve the re-election of the Directors at the May 2021 Annual General Meeting and to consider the appointment of the new Directors to the Board and its Committees, which are disclosed in the Directors’ Report on page 74. We are committed to equality of opportunity regardless of gender, sexual orientation, race, age, disability or religious belief. We promote an honest and open environment and encourage colleagues with any concerns to report issues directly through line managers or via an independent, confidential helpline. The Nominations Committee has a clear strategy for increasing its diversity through future Board appointments. The Nominations Committee has written terms of reference which are available on request. The procedure for appointments to the Board includes the requirement to specify the nature of the position in writing and to ensure that candidates are aware of the time commitment and the demands of the position. The terms of the contracts for the Non-executive Directors are available upon request.

Appointments

In December 2021, the Committee recommended the appointment of Matt Ashley as a Non-executive Director. This appointment followed formal, rigorous and transparent recruitment processes. They were undertaken with the assistance of an external adviser, with no other connections to the Group, and a detailed Board skills analysis was performed. The Nominations Committee will continue to monitor and refresh the composition of the Board where appropriate. In relation to the Board’s engagement with the workforce, Tanith Dodge has been appointed as our designated Non-executive Director in relation to engagement with the workforce under the UK Corporate Governance Code.

Professional development

On appointment, the Directors receive relevant information about the Group, the role of the Board and the matters reserved for its decision-making, the terms of reference and membership of the principal Board Committees and the authorities delegated to those Committees, the Group’s corporate governance policies and procedures and the latest financial and operational performance reports. Directors are also provided with presentations on specific topics relevant to the Group’s business and the environment in which it operates, by written briefings and invited to attend and present at Board meetings from time to time. They are also updated on any changes to the legal and governance requirements of the Group and those which impact its directors, and are encouraged, at the Group’s expense, to ensure they are kept up-to-date on relevant new legislation and changing commercial risks. In December 2021, the Committee recommended the appointment of Matt Ashley as a Non-executive Director.

Ron Mobed
Chair

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Annual Report and Accounts 2021

Robert Walters Group 81

Performance evaluation

In line with the Code, a formal and rigorous performance appraisal of the Board, its Committees, the Directors and the Chair is conducted annually as we recognise that our continued success is dependent on the effectiveness of the Board. This process includes a tailored questionnaire, which objectively assesses the performance of the Board and its Committees, and includes a risk assessment. In 2021, a detailed review was completed by each Director and individual discussions took place between the Chair and each of the Directors; in the case of the Chair’s performance and leadership, this was reviewed by the Senior Independent Director. Subsequently, there was a full Board discussion of the matters that were raised and a process to ensure that the decisions taken were appropriately implemented. Overall, the outcome of the evaluation process was very positive, with good progress noted on the areas of focus raised in previous evaluations. This process did not identify any material issues that needed to be addressed.The Board intends that the evaluation in 2022 will be externally facilitated, this being the third year since the previous externally facilitated evaluation.

Regular re-election of Directors
In line with the recommendations of the Code, the Board has agreed to submit all Directors for annual election. As a result of their annual performance evaluation, the Chair considers [REDACTED] with each Director demonstrating commitment to their role. The Chair is therefore pleased to support the re-election of all Directors, as does the Committee and the Board.

Succession planning
A clear focus on career progression for employees is core to the Group’s growth and helps attract and retain talented individuals. The Group remains committed to maximising career [REDACTED] and professional development. Executive succession planning discussions were held in 2021 and a succession plan is in place for the Executive Board and their direct reports which [REDACTED]. When a new Chair is being appointed, the Chair of the Board does not chair the Committee in leading that appointment.

Ron Mobed
Chair
7 March 2022

Corporate Governance
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Robert Walters Group Annual Report and Accounts 2021

Report of the Remuneration Committee

Dear Shareholder,

The Report of the Remuneration Committee is divided into two sections.

– The Annual Report on remuneration details payments made to Directors in 2021, shows the link between Group [REDACTED] and describes the intended approach to be applied for the [REDACTED] Remuneration Policy. This was approved by shareholders at the 2020 Annual General Meeting and is included for information. The next triennial submission for shareholder approval is required in 2023.

Principles of pay across Robert Walters Group

Robert Walters Group operates in a highly competitive sector. We are a professional services company and our approach to the remuneration of all employees, including the Executive Directors, has been fundamental to our culture and our success over the years. We pay well across the Group, based upon talent, merit and performance. This approach has endured for many years.

[REDACTED] for money from our investment in remuneration. The total employee pay cost in 2021 was £225.4m of which the Executive Directors’ total remuneration in 2021 was 1.5% of this. The Committee’s remit includes approval of the Operating Board’s pay and an overall review of the annual changes in workforce remuneration and bonus pay.

Remuneration Report at a glance

Having received no salary increase at 1 January [REDACTED] and [REDACTED] remuneration in the [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED].
Performance shares granted three years ago in 2019 will partially vest in March 2022 at 23.6% of the maximum award.
[REDACTED] Directors received 93.5% of the maximum bonus payable for 2021.
Despite the uncertainty that prevailed at the beginning of 2021, trading momentum was strengthened as the year [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED]. Against this backdrop:

We are a professional services company and our approach to the remuneration of all employees, including the Executive Directors, has been fundamental to our culture and our success over the years.

Tanith Dodge
Remuneration Committee Chair

In addition to my role as Remuneration Committee Chair, I am Chair of the Organisational Health Committee and oversee employee engagement (as more fully detailed on page 96) to ensure that the Non-executive Directors have visibility of the workforce and related matters within the Group. The Remuneration Committee takes all these factors into account when setting policy and assessing outcomes for the Executive Directors’ remuneration, thereby ensuring the alignment of incentives with the culture of the Group.

Share ownership is considered to be a key element of remuneration across the Group, with 138 senior employees participating in one of the Group’s share incentive schemes. Additionally, the Executive Directors have an obligation to hold minimum shareholdings in order to align their interests with those of long-term shareholders.

Strategic Report
Corporate Governance
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Annual Report and Accounts 2021
Robert Walters Group
83

The performance of the business in 2021

During the year the Group capitalised on the market recovery, despite the backdrop of the ongoing global pandemic and [REDACTED] [REDACTED] experiencing prolonged periods of full or partial lockdowns. The Group’s net fee income increased by 17% to £353.6m as a result. The business is currently well positioned for future growth opportunities and has already increased headcount in line [REDACTED]. [REDACTED] of £50.2m has increased by 315% from the prior year following an easing of the global pandemic. The balance sheet remains strong and our net cash position was £126.6m at the year-end.

81% of our net fee income now comes from outside the UK [REDACTED] [REDACTED] sector.

Basic earnings per share was 46.3p, an increase of 482% on the prior year basic earnings per share of 8.0p.

[REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] dividend payment and a 32% increase in the total dividend payment year-on-year. These results were achieved without UK government aid in any form.

In respect of wider stakeholder experience the business is at the forefront in many respects, and the Group was recognised as a leading recruitment and employer brand at both recruitment and wider industry events across the [REDACTED]. [REDACTED] [REDACTED] [REDACTED] of our carbon emissions and we set new 2030 carbon reduction targets during the year. Once again our global charity day combined the energy of our employees with genuine engagement with local communities in need to make a real [REDACTED].

[REDACTED] targets were set as Key Performance Indicators (KPIs) at the beginning of the year and are set out on page 87.

Pay decisions and outcomes in 2021

Given the nature of 2020 performance and the ongoing uncertainty in respect of Covid, there was no Group-wide salary review process undertaken at the end of 2020. The Remuneration Committee agreed that in light of this, there would be no increase in the salaries of the Executive [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED].

We also found that our employees were increasingly being targeted by both clients and competitors. As a consequence, a Group-wide salary review was undertaken at the half- year. The Remuneration Committee also considered the Executive Directors' remuneration at that time, taking into consideration: the record Group results; the voluntary salary reduction by the Executive Directors and waiver of bonus entitlement in 2020; the fact that it was eighteen months since the last salary increase (nil pay review as of 1 January 2021); and, input from our independent external remuneration expert advisers.

The average increase for employees across the Group, [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] of the Group and of the Executive Directors, the Committee decided to increase the Executives Directors salaries with [REDACTED] [REDACTED].

The performance goals for the annual bonus of the Executive Directors for 2021 were set at the start of the year. They are [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED]. [REDACTED] before taxation achieved for the year of £50.2m was above the maximum threshold, and as a result 100% bonus for [REDACTED] [REDACTED] [REDACTED]. [REDACTED] hurdle of £24.0m set at the start of the year was 98% higher [REDACTED] [REDACTED] [REDACTED] and external consensus forecasts which were considered relevant at the time.

[REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] [REDACTED] experience and CSR, environment and culture targets. Based [REDACTED] [REDACTED] determined that, for both Robert Walters and Alan Bannatyne, [REDACTED] [REDACTED].

[REDACTED] bonus had been earned against strategic KPIs are disclosed on page 87. Consequently, total bonus of 93.5% of the maximum was awarded to Robert Walters and Alan Bannatyne, representing 140.3% of salary (2020: 0% of salary). One third of the earned bonus for 2021 will be deferred for two years into shares, payable in equal tranches after one and two years respectively. These shares, once vested, must be retained by the Executive Directors for two years after they leave the Board.

The earnings per share (EPS) reduction over the three-year period of 8% will result in the lapse of the performance shares granted in 2019 under the EPS performance condition.The Group’s total shareholder return (TSR) over the three-year performance period was 44.8% compared to a relative result for the FTSE Small Cap Index constituent performance of 35.0%, resulting in 47.2% vesting under the TSR performance conditions. This means that in aggregate 23.6% of the performance shares granted in 2019 will have vested. As a result of the incentive outcomes noted above, the total remuneration of the Chief Executive is 180% higher than his total remuneration for the previous year.

Corporate Governance 84

Robert Walters Group Annual Report and Accounts 2021

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The Chief Executive’s bonus outcome for the year was 93.5% of maximum, and this is in line with the performance of the Group. This means that the ratio of the Chief Executive's total realised pay to the median pay in the Group is 29:1 for 2021 (2020: 14:1).

Further details in respect of the Chief Executive pay ratio are disclosed page 92.

No discretion was exercised during the year except to the extent that the Remuneration Committee decided to increase the Chief Executive’s base salary from £560,000 to £580,000 from 1 July 2021 even though, at the start of the year, given the prevailing business uncertainty, the intention was that salaries would not be increased. The July 2021 increase was in line with the average increase for employees in the UK of 7.3% for 2021.

The Remuneration Committee was mindful of the strong performance of the business in 2021 and of the decision to increase the base salaries of employees in the UK by 7.3% from 1 July 2021 in light of the competitive pressures faced by the business.

Details of 2022 base salary levels

The Remuneration Committee reviewed the base salaries of the Executive Directors and considered the average increase for employees across the Group as a whole; and information from relevant comparator groups including our industry peer group, together with current trading conditions. As a result, the Committee has decided to increase the Executive Directors’ base salaries by 3% from 1 January 2022. The anticipated increase for employees across the Group is 4.7%.

Pension levels for incumbent Executive Directors remain unchanged for 2021, but as noted in the Directors’ Remuneration Report last year the pension allowances for both Executive Directors have been aligned to the wider workforce and will continue at 20% of salary.

Details of the 2022 annual bonus

For 2022, the Remuneration Committee has determined that the annual bonus payment for the Executive Directors will be based on the achievement of stretching targets for the financial year. The performance measures are:
– Group profit before tax (75% weighting); and
– Key Performance Indicators (25% weighting).

The performance shares to be granted in 2022 will be subject to a TSR performance condition and a profit before tax performance condition. No other changes are proposed to the implementation of the remuneration policy.

I look forward to your support on all of the resolutions relating to remuneration at the Annual General Meeting on 28 April 2022.

Tanith Dodge
Remuneration Committee Chair
7 March 2022

Strategic Report Corporate Governance Financial Statements

Annual Report and Accounts 2021 Robert Walters Group 85

Annual Report on remuneration

Directors’ remuneration policy

The Directors’ remuneration policy was approved by shareholders at the 2019 Annual General Meeting and remains in place until the 2022 Annual General Meeting.

The Group has outperformed the FTSE Small Cap and there has been a strong correlation between performance and pay.

Executive Directors

The Group’s TSR performance and relative performance against the FTSE Small Cap Index are set out below, together with the vesting of the Executive Directors’ performance shares. The Chief Executive’s realised pay for 2021 reflects a bonus payment of 93.5% of maximum and the partial vesting in March 2022 of performance shares awarded in 2019. The total annual realised remuneration for the Executive Directors is equivalent to 1.0% of the increase in the market capitalisation of the Group over the year.

2021
Base salary £’000
Other 1 ŗŧưŧɭǵǨ £’000
Pension £’000
Total ɭȚŧşхǝļț £’000
Bonus 2 £’000
LTIPs 3 £’000
Total variable pay £’000
Total 4 £’000

R C Walters 651 60 130 841 913 387 1,300 2,141
A R Bannatyne 397 26 80 503 557 237 794 1,297

2020
Base salary £’000
Other 1 ŗŧưŧɭǵǨ £’000
Pension £’000
Total ɭȚŧşхǝļț £’000
Bonus 2 £’000
LTIPs 3 £’000
Total variable pay £’000
Total 4 £’000

R C Walters 577 60 128 765 - - - 765
A R Bannatyne 352 26 78 456 - - - 456

Other includes benefits such as life insurance, car allowance and mortgage subsidy.
Two thirds of any annual bonus is paid in cash and one third is deferred and held as shares. The performance measures, targets and the outcomes for the annual bonus plan are described on page 86.
The performance measures, targets and the performance outcomes for the Performance Share Plan are detailed on page 88.
The total remuneration disclosed for the Chief Executive includes the cash bonus, LTIP awards vesting during the year and the value of pensions provided.
The 2020 total remuneration for the Chief Executive reflects the bonus of nil, LTIP awards vesting in the year and the value of pensions provided.

Non-executive Directors

The total remuneration for 2021 and 2020 for the Chair and each Non-executive Director is set out in the table below.

	2021 1	2020 1
R Mobed 2	127	5
B McArthur-Muscroft	78	74
T Dodge	73	69
S Cooper	62	59
M Ashley 3	2	-
C Hui 4	-	120
	342	327

Fees paid to Non-executive Directors are paid gross and are not subject to any deductions.
R Mobed stepped down as Chair on 26 April 2021.
M Ashley joined the Board on 13 September 2021.
C Hui stepped down from the Board on 31 December 2020.
The 2020 fees are shown before the adjustment for the temporary reduction.

Base salary

Following the Remuneration Committee’s decision to increase the salaries of employees across the Group by 7.2% and by 7.3% in the UK, the Committee reviewed the base salaries of Robert Walters and Alan Bannatyne. Given no salary increase at 1 January 2021 and the strong performance of the Group, the Committee reviewed and agreed an increase to base salaries of 3% from 1 July 2021.

Other

The Executive Directors’ other benefits include life insurance, car allowance and mortgage subsidy.

Pensions

During the year, each of the Executive Directors received an allowance of 20% of salary to be paid as cash in lieu of a pension contribution. The Executive Directors take their pension contribution as a cash allowance. These allowances have been aligned (5% of salary) with the wider workforce and will continue at 20% of salary in 2022, and also for any subsequent years, unless the Remuneration Committee determines otherwise.

Annual bonus

For 2021, the Remuneration Committee determined the annual bonus payment for the Executive Directors by reference to the achievement of targets for Group profit before tax and a strategic objective. The performance measures, targets and the outcomes for the annual bonus plan are described below.

Annual bonus performance outcomes

Group profit before tax
The Group’s profit before tax for 2021 was £50.2m, which was above the maximum target. As a result, the Chief Executive and Deputy Chief Executive were awarded the maximum bonus opportunity of 112.5% of salary for each Executive Director (2020 payment: 0% of salary). The targets were set at a time of continuing economic uncertainty and the performance of the share price over the year provides further evidence of this. The Committee believes that the Group’s robust performance and the resultant bonus payout demonstrate the effectiveness of the incentive arrangements in driving superior performance.# Key Performance Indicators

Performance against the Key Performance Indicators (KPIs) (which have a 25% weighting) has been assessed against a number of criteria. The Remuneration Committee takes a systematic approach to setting the KPIs and to the assessment of performance against them. Although there have been significant global challenges in the year due to Covid, the Remuneration Committee has exercised its discretion to ensure that the KPIs reflect the Group’s strategic objectives and deliver fair outcomes for the Executive Directors. The KPIs are designed to promote the long-term success of the Group by aligning the remuneration of the Executive Directors with the achievement of strategic objectives and the creation of shareholder value, driving the business forward and investing appropriately in the long-term sustained performance of the Group. At the start of the financial year, the Remuneration Committee, in conjunction with the Remuneration Committee, reviewed the KPIs to ensure that they continue to be appropriate in light of the Group’s strategic objectives. The KPIs are designed to develop the Group and to mitigate a variety of the risks that face the Group. They are designed to be stretching and measurable, driving the Executive Directors to deliver exceptional results.

For the 2021 financial year, the Group’s Executive Directors, Robert Walters and Alan Bannatyne, were incentivised under the annual bonus plan. The Remuneration Committee assessed performance against the following KPIs:

| Performance goals and targets | Bonus outturn and weighting as a % of maximum bonus | Factors considered in assessment of performance # Strategic Report

Corporate Governance

Report of the Remuneration Committee

The performance conditions for all outstanding awards under the PSP can be found on the next page.

Performance Share Plan (PSP)
On 2 March 2021, the Executive Directors were granted share awards to the value of 180% of salary as follows:

Share awards	Grant price (p)	Face value (£’000)	Fair value (£’000)	% award vesting at minimum threshold performance
R C Walters	217,404	531	1,154	1,200
A R Bannatyne	132,738	531	705	733

Grant price is the market value at the time of grant.
Face value has been calculated as the maximum number of shares that would vest if all performance measures and targets are met multiplied by the share price at date of grant.
Fair value has been calculated as the fair value of one share as provided by FIT Remuneration’s stochastic option pricing model, multiplied by the number of shares granted.

The performance conditions and weightings for these PSP awards are set out as follows:

Performance measures	Weighting	% of award vesting at threshold
Total shareholder return (TSR) relative to the FTSE Small Cap Index over a three-year period	50%	12.5%
Earnings per share (EPS) growth over a three-year period	50%	12.5%
Total	100%	25.0%

In relation to the PSP performance measures, the vesting criteria are split into the following two components:

a. For EPS growth, vesting commences at 10% EPS growth per annum and vests on a straight-line basis to 100% vesting at 15% EPS growth per annum. Vesting of awards is subject to achievement of EPS growth of at least 10% per annum over the three-year period to 2023. For awards granted in 2021, this requires a reasonable current expectation for year one performance of the Company, taking into account all available data. For the 2021 award, assuming 12.5% EPS growth per annum, 50% of the award would vest with a further 50% vesting at 15% EPS growth per annum. There is then a straight-line increase in vesting, with 100% vesting at 15% EPS growth per annum. This assumes an average of 12.5% EPS growth per annum for 2021, 2022 and 2023.

b. In relation to the three-year relative TSR performance measure, no vesting occurs unless performance at least matches the performance of the FTSE Small Cap Index and full vesting occurs only when TSR exceeds the FTSE Small Cap Index by annual compound growth of 12.5%. This is deemed to be the equivalent of upper quartile performance.

Share options

Details of the options to acquire ordinary shares in the Company granted to or held by the Directors under the Company’s Executive Share Option Scheme (legacy awards) or SAYE Option Scheme are as follows:

	Options at 1 January 2021	Options granted during the year	Options exercised during the year	Options lapsed during the year	Options at 31 December 2021	Price granted (p)	Share price on exercise (p)	Gain on exercise (p)	Exercise dates
R C Walters
Executive Options	300,000	-	-	-	300,000	353	-	-	Mar 2017 – Mar 2024
SAYE Options	5,521	-	-	-	5,521	326	-	-	Sep 2023 – Mar 2024
Total	305,521	-	-	-	305,521
A R Bannatyne
Executive Options	200,000	-	190,000	-	10,000	211	660	449	Mar 2016 – Mar 2023
Executive Options	200,000	-	-	-	200,000	353	-	-	Mar 2017 – Mar 2024
SAYE Options	5,521	-	-	-	5,521	326	-	-	Sep 2023 – Mar 2024
Total	405,521	-	190,000	-	215,521
Grand Total	711,042	-	190,000	-	521,042

In total there are 510,000 options that have vested but are unexercised.
Market price when awarded, except for SAYE Options which were granted at a 20% discount to the market price.

The market price of the ordinary shares at 31 December 2021 was 770p per share (2020: 473p per share) and the range during the year was 460p to 850p per share.

Directors' Shareholdings

There are currently 138 senior Executives who participate in the PSP, including the Executive Directors. The table below shows the number of shares that have been awarded to the Executive Directors under the PSP and that remained unexercised at 31 December 2021.

Date of grant	Share awards	Vested during the year	Lapsed during the year	At 31 December 2021	Share price on date of award (p)	Exercise date
R C Walters
March 2018	172,055	-	(172,055)	-	636	March 2021
March 2019	207,798	-	-	207,798	542	March 2022
March 2020	194,346	-	-	194,346	594	March 2023
March 2021	217,404	-	-	217,404	531	March 2024
Total	791,603	-	(172,055)	619,548
A R Bannatyne
March 2018	105,054	-	(105,054)	-	636	March 2021
March 2019	126,872	-	-	126,872	542	March 2022
March 2020	118,659	-	-	118,659	594	March 2023
March 2021	132,738	-	-	132,738	531	March 2024
Total	483,323	-	(105,054)	378,269

Market price when awarded.

In accordance with the guidance issued by The Investment Association and consistent with the rules of the Company’s share schemes, the maximum number of new shares that may be issued in respect of all share schemes is limited to 10% of the issued share capital. At 1 January 2022 the Company had outstanding options representing 4.9% of issued share capital.

Shareholder and Director interests in Shares

All Executive Directors’ holdings are well in excess of this, which we believe aligns their interests with those of shareholders. Only shares that have been awarded under the PSP and are not yet vested remain subject to forfeiture on termination of employment prior to vesting and are subject to clawback on termination of employment for gross misconduct.

For the avoidance of doubt, Directors are not permitted to take forward options or in any way securitise or hedge their holdings of Robert Walters plc shares. The Executive Directors are also required to retain shares to the value of 200% of salary for two years post-cessation as a Director. The percentage and value of the shareholdings of the Executive Directors, based on the share price at 31 December 2021 and expressed as a percentage of salary, are as follows:

	Shares held	% of issued share capital	% of salary
R C Walters		2.77%	2,645%
A R Bannatyne		0.87%	1,355%

Report of the Remuneration Committee continued

TSR performance and the Chief Executive's pay

The Remuneration Committee supports the Group’s strong view that remuneration should be linked to performance. The following graph shows how the Chief Executive’s base salary (and total realised pay) has changed since 2012. It also shows the Company’s total shareholder return (TSR) against the TSR of the FTSE Small Cap Index. The FTSE Small Cap Index has been selected because Robert Walters plc is a constituent.

The following table shows the Chief Executive’s total realised pay (calculated using the same approach we have used to calculate bonus pay and the long-term share-based plans in each year going back to 2012.

R C Walters	Realised remuneration £’000	% of total bonus paid against maximum opportunity	% of LTIPs vesting against maximum opportunity	Period over which the LTIP performance targets are based
2021	2,141	94%	24%	2018 - 2021
2020	765	0%	0%	2017 - 2020
2019	1,674	20%	98%	2016 – 2019
2018	3,471	96%	89%	2015 – 2018
2017	3,501	95%	100%	2014 – 2017
2016	2,092	80%	78%	2013 – 2016
2015	3,014	93%	100%	2012 – 2015
2014	1,463	100%	18%	2011 – 2014
2013	1,241	100%	0%	2010 – 2013
2012	1,168	0%	71%	2009 – 2012
Total average		68%	58%

Total realised pay is calculated using the same approach as detailed in the remuneration table on page 85.
The percentage (%) of total bonus paid against maximum opportunity is calculated as the annual bonus pay-out in each respective year based on actual performance against the target, divided by the maximum bonus opportunity for that year.
The percentage (%) of LTIP shares vesting against maximum opportunity is calculated as the number of share options and PSP awards that have vested in the year as a % of number granted.

Shareholdings

There has been no change to the interest of the Directors between 31 December 2021 and the date of the Annual Report and Accounts.

Directors’ shareholding policy

The Remuneration Committee, having consulted with the Company’s Directors and major shareholders, recommends to the Board that Directors are not permitted to take forward options or in any way securitise or hedge their holdings of Robert Walters plc shares. The Executive Directors are also required to retain shares to the value of 200% of salary for two years post-cessation as a Director. The percentage and value of the shareholdings of the Executive Directors, based on the share price at 31 December 2021 and expressed as a percentage of salary, are as follows:

	% of issued share capital	% of salary
R C Walters	2.77%	2,645%
A R Bannatyne	0.87%	1,355%

Report of the Remuneration Committee continued

TSR performance and the Chief Executive's pay

R C Walters	Realised remuneration £’000	% of total bonus paid against maximum opportunity	% of LTIPs vesting against maximum opportunity	Period over which the LTIP performance targets are based
2021	2,141	94%	24%	2018 - 2021
2020	765	0%	0%	2017 - 2020
2019	1,674	20%	98%	2016 – 2019
2018	3,471	96%	89%	2015 – 2018
2017	3,501	95%	100%	2014 – 2017
2016	2,092	80%	78%	2013 – 2016
2015	3,014	93%	100%	2012 – 2015
2014	1,463	100%	18%	2011 – 2014
2013	1,241	100%	0%	2010 – 2013
2012	1,168	0%	71%	2009 – 2012
Total average		68%	58%

Total realised pay is calculated using the same approach as detailed in the remuneration table on page 85.
The percentage (%) of total bonus paid against maximum opportunity is calculated as the annual bonus pay-out in each respective year based on actual performance against the target, divided by the maximum bonus opportunity for that year.
The percentage (%) of LTIP shares vesting against maximum opportunity is calculated as the number of share options and PSP awards that have vested in the year as a % of number granted.

Shareholdings

There has been no change to the interest of the Directors between 31 December 2021 and the date of the Annual Report and Accounts.

Directors’ shareholding policy

	% of issued share capital	% of salary
R C Walters	2.77%	2,645%
A R Bannatyne	0.87%	1,355%

	Share price (pence)
FTSE Small Cap TSR	250
Chief Executive single total realised remuneration	300
% of total bonus paid against maximum opportunity	350
% of LTIPs vesting against maximum opportunity	400
Chief Executive basic pay	200
Robert Walters plc TSR	150
	100
	50
	0
	2012
	2013
	2014
	2015
	2016
	2017
	2018
	2019
	2020
	2021

Report of the Remuneration Committee continued

TSR performance and the Chief Executive's pay

R C Walters	Realised remuneration £’000	% of total bonus paid against maximum opportunity	% of LTIPs vesting against maximum opportunity	Period over which the LTIP performance targets are based
2021	2,141	94%	24%	2018 - 2021
2020	765	0%	0%	2017 - 2020
2019	1,674	20%	98%	2016 – 2019
2018	3,471	96%	89%	2015 – 2018
2017	3,501	95%	100%	2014 – 2017
2016	2,092	80%	78%	2013 – 2016
2015	3,014	93%	100%	2012 – 2015
2014	1,463	100%	18%	2011 – 2014
2013	1,241	100%	0%	2010 – 2013
2012	1,168	0%	71%	2009 – 2012
Total average		68%	58%

Total realised pay is calculated using the same approach as detailed in the remuneration table on page 85.
The percentage (%) of total bonus paid against maximum opportunity is calculated as the annual bonus pay-out in each respective year based on actual performance against the target, divided by the maximum bonus opportunity for that year.
The percentage (%) of LTIP shares vesting against maximum opportunity is calculated as the number of share options and PSP awards that have vested in the year as a % of number granted.

Shareholdings

There has been no change to the interest of the Directors between 31 December 2021 and the date of the Annual Report and Accounts.

Directors’ shareholding policy

	% of issued share capital	% of salary
R C Walters	2.77%	2,645%
A R Bannatyne	0.87%	1,355%

Report of the Remuneration Committee continued

TSR performance and the Chief Executive's pay

R C Walters	Realised remuneration £’000	% of total bonus paid against maximum opportunity	% of LTIPs vesting against maximum opportunity	Period over which the LTIP performance targets are based
2021	2,141	94%	24%	2018 - 2021
2020	765	0%	0%	2017 - 2020
2019	1,674	20%	98%	2016 – 2019
2018	3,471	96%	89%	2015 – 2018
2017	3,501	95%	100%	2014 – 2017
2016	2,092	80%	78%	2013 – 2016
2015	3,014	93%	100%	2012 – 2015
2014	1,463	100%	18%	2011 – 2014
2013	1,241	100%	0%	2010 – 2013
2012	1,168	0%	71%	2009 – 2012
Total average		68%	58%

Total realised pay is calculated using the same approach as detailed in the remuneration table on page 85.
The percentage (%) of total bonus paid against maximum opportunity is calculated as the annual bonus pay-out in each respective year based on actual performance against the target, divided by the maximum bonus opportunity for that year.
The percentage (%) of LTIP shares vesting against maximum opportunity is calculated as the number of share options and PSP awards that have vested in the year as a % of number granted.

Shareholdings

There has been no change to the interest of the Directors between 31 December 2021 and the date of the Annual Report and Accounts.

Directors’ shareholding policy

	% of issued share capital	% of salary
R C Walters	2.77%	2,645%
A R Bannatyne	0.87%	1,355%

Percentage change in the Board Directors’ pay compared to employees’ pay for each member of the Board, compared with the average percentage change for Group employees. The average percentage change for Group employees has been used as there are no employees in Robert Walters plc.

The Directors’ remuneration policy is designed to reward individuals for their contribution to the Group’s performance and to ensure that the remuneration of each member of the Board is competitive and reflects their responsibilities. The percentage change in pay for Directors, compared with the average percentage change for Group employees has been calculated from a base of base salary/fee (per head) for all Group employees.

Year-on-year change in pay for Directors compared to all employees

	2021 (%)	2020 (%)
Base salary/ fee (without voluntary salary reduction in 2020)	1.5%	12.8%
Base salary/ fee (voluntary salary reductions results in year-on-year increase)	1.1%	100.0%
Bonus	2.5%	(7.7%)
Base salary/ fee (including pension)	1.7%	(100.0%)
Bonus	1.5%	12.8%
Base salary/ fee (including pension)	1.1%	100.0%

Name	Bonus (%)	Base salary/ fee (including pension) (%)	Base salary/ fee (without voluntary salary reduction in 2020) (%)	Base salary/ fee (voluntary salary reductions results in year-on-year increase) (%)
R Walters	2.5%	(7.7%)	1.7%	(100.0%)
A R Bannatyne	2.5%	(7.7%)	1.9%	(100.0%)
B McArthur-Muscroft	2.5%	(2.6%)	n/a	n/a
S Cooper	2.5%	(2.6%)	n/a	n/a
T Dodge	2.5%	(2.6%)	n/a	n/a
R Mobed	n/a	n/a	n/a	n/a
M Ashley	n/a	n/a	n/a	n/a
C Hui	2.5%	(2.6%)	n/a	n/a
All employees	4.8%	0.4%	(4.5%)	(31.3%)

R Mobed was not a Director in 2020.
M Ashley was not a Director in 2020.
C Hui stepped down from the Board on 31 December 2020.

Chief Executive’s pay ratio to the UK workforce

The Group has disclosed the Executive pay ratios, showing the relationship between the Company’s Chief Executive’s pay, and the median and lower/upper quartile pay of all Group employees. The ratios below have been calculated in accordance with the remuneration regulations and share-based remuneration.

The ratio of the Chief Executive's pay to the median level of pay across the Group has changed largely because of the voluntary salary reduction implemented in 2020, and the subsequent restoration of salaries in 2021.

The Group’s policies for setting pay and progression are designed to be applied in the same way to all employees across the Group. A much higher proportion of the Chief Executive's pay is related to performance than is the case for employees across the Group generally. The Group has chosen to calculate the ratios in accordance with Option A methodology laid out in the remuneration regulations, which requires the use of the median pay of all employees (excluding the Chief Executive) as at 31 December 2021 and the Group felt that this was the most accurate way of calculating the ratios. The employee pay data was obtained from the single payroll system used in the UK and after reviewing the data, the Group has agreed that this represents the most reliable basis for calculating the ratios. This includes all permanent employees in the UK and after excluding temporary employees and contingent workers.

The Group’s organisational structure and nature means there is a large proportion of administrative and support staff, which tend to attract lower salaries. Given potential volatility in the financial markets, the use of a three-year average for the calculation of the Chief Executive’s pay would have led to a less volatile ratio.

Method	2021 ratio	2020 ratio	2019 ratio
Option A	68:1	24:1	76:1
Lower quartile	39.1	17:1	51:1
Median	26:1	12:1	36:1
Upper quartile

	Lower quartile (£'000s)	Median (£'000s)	Upper quartile (£'000s)
2021 salary	26.1	35.2	64.1
2021 median pay	31.4	54.6	81.9

Report of the Remuneration Committee (continued)

Relative importance of the spend on pay

The Group’s investment in its people and the return to shareholders are both helpful reference points for putting the investment of pay costs necessary in a professional services business into context.

Notes to the illustrative graph:

The dividends paid include an interim dividend of £11.9m paid on 25 March 2021 and a final dividend of £3.9m paid on 1 October 2021. Further details on dividends are given in note 6.
The shares purchased by the EBT represent the total amount spent by the EBT on shares during the year ended 31 December 2021. No shares were purchased by the EBT in 2020.
Overall spend on pay includes wages and salaries, social security costs, pension costs and share-based payments for all employees including Directors. Further details of the total remuneration of the Group are given in note 4.
Taxation paid during the year represents the corporation taxation paid for the Group during the year ended 31 December 2021.

	2020 (£m)	2021 (£m)	Change (%)
Dividends paid (1)	3.2	12.3	+284%
Shares purchased by EBT (2)	1.2	5.7	+375%
Overall spend on pay (3)	197.0	225.4	+14%
Taxation paid (4)	3.4	33.5	+885%
Executive Directors’ remuneration (6)	9.1	14.7	+62%

The implementation of our Directors’ remuneration policy in 2022

The Group’s policy on Executive Directors’ remuneration and implementation for the year ended 31 December 2022 will be as follows:

(i) Base salary

For 2022, the average salary increases for employees across the Group other than Executive Directors is expected to be 4.17% (up to 5% for discretionary increases). The Remuneration Committee, having reviewed benchmarking, decided to, once again, give the Executive Directors salary increases lower than the average employee salary increase. Robert Walters and Alan Bannatyne will each receive a base salary increase of 3.5%.

Base salaries of the Executive Directors

	2020 (1) (£)	2020 (2) (£)	2021 (£)	2022 (£)
R Walters	537,000	641,000	651,000	684,000
A R Bannatyne	537,000	577,000	590,000	607,000
B McArthur-Muscroft	328,000	352,000	371,000	392,000
S Cooper	336,000	397,000	418,000	441,000
T Dodge	346,000
R Mobed	351,000
M Ashley	360,000
C Hui	382,000

2020 salary without the 20% voluntary salary reduction
2020 salary with 20% voluntary salary reduction

(i) Annual bonus

For 2022, the Remuneration Committee has determined that the annual bonus payment for the Executive Directors will be structured as follows:

The Remuneration Committee will set the annual bonus pool based on a matrix of profit before tax and ROCE targets.
75% of the annual bonus will be determined by the Group’s profit before tax performance against target, and 25% by the Group’s Return on Capital Employed (ROCE) performance against target.
The maximum bonus potential remains unchanged at 150% of salary. One third of any earned bonus will be deferred for two years into ordinary shares of the Company to align with the interests of the Group’s shareholders.

The precise targets for 2022 are commercially sensitive and this will be disclosed retrospectively in next year’s Report of the Remuneration Committee.

(ii) Performance Share Plan (PSP)

For 2022, it is envisaged that each Executive Director will receive awards under the PSP to the value on grant of 180% of base salary. The performance period is the three-year period ending 31 December 2024. The performance conditions and weightings for these PSP awards are set out as follows:

Performance condition over a three-year period to 31 December 2024	Weighting (%)	% of award vesting at threshold
Total shareholder return (TSR) relative to the FTSE Small Cap Index	50%	12.5%
Earnings per share (EPS) growth	50%	12.5%
Total	100%	25.0%

In relation to the PSP performance conditions, the vesting criteria are split into the following two components:

TSR relative to the FTSE Small Cap Index: This is determined by comparing the Company’s TSR to the TSR of companies within the FTSE Small Cap Index. The Remuneration Committee will select a peer group of companies from the FTSE Small Cap Index to benchmark against. The maximum vesting for this condition will be 50% of the award if the Group’s TSR is in the top quartile of the comparator group. Vesting will be pro-rated between the 25% threshold and the maximum 50% above this.
EPS growth: This is determined by the compound annual growth rate of the Group’s Earnings Per Share (EPS) over the three-year performance period. The target EPS growth rate is set based on the Group’s strategic plan and is considered to be challenging but achievable. The Remuneration Committee will determine the specific target based on the most reasonable current expectation for year one performance of the Company, taking into account all available data. For 2022, the target EPS growth rate is 15% and vesting will be 15% of the award if the Group’s EPS growth is at this level, and 50% above this. Vesting will be pro-rated between the 15% threshold and the maximum 50% above this.

The Remuneration Committee reviews the targets annually and may adjust them to reflect changes in the business environment or the Group’s strategic objectives. The actual vesting of the PSP awards will be determined at the end of the three-year performance period, based on the achievement of the performance conditions.There is then a straight-line increase in vesting with 100% vesting in years two and three.

b. In relation to the relative TSR performance condition, no vesting will occur unless performance at least matches the performance of the FTSE Small Cap Index and full vesting occurs when TSR exceeds the FTSE Small Cap Index by annual compound growth of 12.5%. The Remuneration Committee believes that this is broadly equivalent to upper quartile performance.

(iii) Pensions
Pension contributions or cash in lieu of pension as a percentage of base salary have been aligned with the wider workforce from 1 April 2021 and will continue to be aligned with the Group average.

(b) Chair and Non-executive Directors
The Remuneration Committee is responsible for determining the remuneration of the Chair and the Board is responsible for determining the fees of the Non-executive Directors. As of 1 January 2022, the agreed fees for the Chair (as determined by the Remuneration Committee) and the Non-executive Directors (as determined by the Chair and the Executive Directors) are as follows:

Total fees 1 £’000	2022	2021
R Mobed	131	127
B McArthur-Muscroft	81	78
T Dodge	75	73
S Cooper	65	62
M Ashley	65	2
Total	417	342

The Remuneration Committee comprises Tanith Dodge (Chair), Brian McArthur-Muscroft and Steven Cooper, all of whom are independent Non-executive Directors. On invitation, the Chair and Executive Directors attended all Remuneration Committee meetings during the year. The purpose of the Committee is to consider all aspects of the remuneration of the Executive Directors and selected other senior management, with a view to ensuring that remuneration is competitive and fair and that it supports the Company’s strategic objectives and the delivery of long-term shareholder value. The Committee meets when required to consider all aspects of Executive Directors’ remuneration. The Committee also reviews but does not decide the remuneration of employees across the Group.

Advisers to the Remuneration Committee
The Committee received independent external advice from FIT Remuneration Consultants LLP during the year. The Committee engaged FIT Remuneration Consultants LLP to provide advice on executive remuneration. FIT Remuneration Consultants LLP is appointed by the Committee and does not provide other services to the Remuneration Committee or to the Group. The Remuneration Committee’s Remuneration Consultants are remunerated on a time and expenses basis. FIT Remuneration Consultants LLP is also a member of the Remuneration Consultants Group. The fees paid during the year were £27,500. The fees are charged on a time and expenses basis.

Corporate Governance 96 Robert Walters Group Annual Report and Accounts 2021

Remuneration for employees below the Board
The Committee’s extended remit considers and approves the reward structure and levels of remuneration for the Operating Board. In addition, the Committee continues to review overall Group remuneration average increases and workforce-related pay policies and takes these into consideration when setting pay increases for the Executive Directors.

Employees below the Operating Board participate in the Company’s annual bonus plan and the Long-Term Incentive Plan (LTIP) and the Private Company Plan (PCP) with the same performance conditions as the Executive Directors. Employees below the Operating Board receive base pay and an annual bonus subject to performance conditions based on Group EPS and TSR results measured over three years.

There is a strong link between reward and performance which is recognised through annual bonuses, commission or other variable pay plans which are linked to the achievement of financial and individual targets. The Remuneration Committee aims to ensure that remuneration arrangements for all employees are fair and that they motivate employees to deliver the Group’s strategic objectives.

Employee engagement
In line with the Code, the Board appointed Tanith Dodge, Non-executive Director and Chair of the Remuneration Committee, to represent employee engagement. Tanith’s annual responsibilities will include, but are not limited to, the following:

Hosting breakfast sessions with a cross-section of employees (this was not possible in 2021 due to Covid);
Attending employee town hall meetings to listen to employee feedback and concerns;
Meeting with a sample of new hires and departing employees at exit interviews (these were done via Zoom in 2021);
Reviewing employee engagement survey results and management information in relation to employee retention; and
Chairing the Organisational Health Committee.

These actions will enable the Board to understand the views of employees and to ensure that the Board’s approach to investing and rewarding its workforce is appropriate and aligns with the culture and principles of the Group. The Board believes that a diverse workforce and inclusive culture are essential to business success and the Group supports initiatives aimed at promoting diversity and inclusion in remuneration. A detailed explanation of the Group’s approach to diversity and inclusion can be found in the Equality, Diversity and Inclusion section on pages 42 to 46. The terms of reference of the Remuneration Committee are available upon request.

Voting at the Annual General Meeting
At the Group’s Annual General Meeting on 12 May 2021, shareholders approved the Directors’ Remuneration Report for the year ended 31 December 2020. The table below shows the results in respect of the resolution. The table also shows the percentage of votes cast for and against the resolution on the Directors’ remuneration policy, originally approved at the Group’s Annual General Meeting on 13 May 2020.

Resolution	Votes for	%	Votes against	%	Votes withheld
Approve the Directors’ remuneration policy (May 2020)	60,100,257	96.93	1,903,372	3.07	3,256
Approve the Directors’ Remuneration Report (May 2021)	63,895,533	99.09	589,011	0.91	1,604

The Committee is grateful for the support of shareholders and that the actions taken following the votes against the 2019 Directors’ Remuneration Report (in 2020) met the desire expressed by a number of shareholders for the Group for enhanced disclosure on the operation of the annual bonus plan and how the outcomes are determined. As a reminder, the Remuneration Committee Chair, prior to the 2020 Annual General Meeting and afterwards, has engaged with several shareholders who were focusing on the disclosure of the Key Performance Indicators (KPIs) relating to the annual bonus criteria. It is clear that many wanted greater visibility of the achievement levels against KPIs. The Remuneration Committee will continue to improve the transparency of KPIs, while at the same time, taking into account the Board’s concerns about commercial sensitivity. The Remuneration Committee reviewed in detail and approved the KPIs of the Executive Directors in January 2022 and continue to believe that KPIs form an important part of a balanced approach to pay and performance management. The Board will continue discussions on an ongoing basis with shareholders to make sure that their views are fully understood.

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Strategic Report Corporate Governance Financial Statements

Annual Report and Accounts 2021 Robert Walters Group 97

Directors’ remuneration policy
The second part of this report details the Group’s remuneration policy (the policy) for Executive Directors, which was approved by shareholders at the Annual General Meeting on 13 May 2020. The full policy approved by shareholders can be found in the 2019 Annual Report. There are no proposed changes to the current policy for 2022 and therefore we do not propose to table a resolution seeking approval of the policy at the next Annual General Meeting.

The remuneration policy aims to attract, retain and motivate our Executive Directors. We place considerable importance on pay for performance, on setting tough targets and on share ownership, which is in line with the entrepreneurial culture of the Group.

How the Remuneration Committee sets remuneration
The Remuneration Committee reviews the Group’s remuneration philosophy and structure each year to ensure the remuneration policy remains aligned with the Company’s strategic objectives and the delivery of long-term shareholder value. The Committee’s review takes into account external input from professional advisers, consideration of the remuneration structures and quantum of the internal workforce and the performance of the business. The Remuneration Committee seeks to ensure that the policy is in line with best practice and fairly rewards individuals for the contribution to the business, having regard for the size and complexity of the Group’s operations and the need to motivate and attract employees of the highest calibre.# Report of the Remuneration Committee

Strategic Report Corporate Governance Financial Statements

Robert Walters Group Annual Report and Accounts 2021

The total remuneration package links corporate and individual performance with an appropriate balance between long and short-term incentives. The remuneration policy is designed to ensure that the company can attract, retain and motivate executive directors of the highest calibre.

Directors’ remuneration policy

The table below summarises the Directors’ remuneration policy which was approved by shareholders at the Annual General Meeting on 13 May 2020. A copy of the full policy can be found in the 2019 Annual Report and can be accessed at www.robertwaltersgroup.com/AR2019

Executive Directors

| Element | Base salary D:

Robert Walters Group

Annual Report and Accounts 2021

Directors’ remuneration policy

Executive Directors

| Element | Base salary # Report of the Remuneration Committee (continued)

Increases in fee value in any given year will be in line with market movement and will be determined by the Remuneration Committee. In the event of a temporary but material increase in the time commitment required, any adjustment to fees will be subject to approval by the Remuneration Committee.

Performance conditions and assessment

The Remuneration Committee will assess performance against pre-determined performance conditions when determining the level of vesting and payout under the PSP awards. The Remuneration Committee will also take into account any other factors that it deems relevant, including the overall financial performance of the company and the outcome of this assessment.

Corporate Governance

102 Robert Walters Group Annual Report and Accounts 2021

Legacy awards and any other contractual obligations

All contractual commitments or awards made which are consistent with the remuneration policy in force at the time that the commitment or award was made, will be honoured even if they would not otherwise be consistent with the remuneration policy in force at the time of the award.

The Remuneration Committee will consider the fairness and appropriateness of paying out awards made prior to the introduction of this policy. Any contractual commitments entered into before the Large and Medium-sized Companies and Groups (Accounts and Reports) Amendment Regulations 2013 came into force or before a person became a Director will also be honoured.

Alan Bannatyne is a Non-executive Director of XPS Pensions Group plc and his 2021 fees were £75,000. None of the other Executive Directors currently hold Non-executive Director positions.

Contract of service/letter of appointment


Date of original contract/letter of appointment
Executive Directors
R C Walters	19 June 2000
A R Bannatyne	1 March 2007
Non-executive Directors
B McArthur-Muscroft	1 May 2013
T Dodge	1 February 2017
S Cooper	8 October 2018
R Mobed	1 December 2020
M Ashley	23 December 2021

The Directors’ contracts of service/letters of appointment provide details of the Directors’ obligations and are available to view at the registered office of the Company.

The Directors all stand for election at the Annual General Meeting every year. The tables on pages 89 and 90 show the details of the share options and PSP awards that are currently held by each Director and when they will vest. The table on page 85 shows the fees payable to the Non-executive Directors. The Executive Directors are required to seek approval from the Board prior to the acceptance of any such positions in companies outside the Group.

Approval

This report was approved by the Board of Directors on 7 March 2022 and signed on its behalf by:

Tanith Dodge
Remuneration Committee Chair
7 March 2022

Report of the Remuneration Committee continued

Strategic Report Corporate Governance Financial Statements Annual Report and Accounts 2021 Robert Walters Group 103

Directors’ Responsibility Statement

The Directors are responsible for preparing the Directors' Report, the Strategic Report and the Report of the Remuneration Committee, and the financial statements in accordance with applicable law and regulations.

Under Company law, the Directors must not approve the financial statements unless they have represented that they have prepared them in accordance with United Kingdom Accounting Standards and applicable law.

In addition, the Directors are required to prepare financial statements for the Group and Parent Company. Under that law, the Directors have elected to prepare the financial statements in accordance with international accounting standards and applicable law and regulations.

Under Company law the Directors must not approve the financial statements unless they have represented that they have prepared them in accordance with United Kingdom Accounting Standards and applicable law.

– Suitably select and apply accounting policies consistently;
– Ensure information, including accounting policies, is presented in a manner that provides relevant, reliable, comparable and understandable information;
– Make judgements and estimates that are reasonable and prudent; and

– Ensure compliance with relevant statutory requirements.
– Prepare a Directors’ Report, Strategic Report and Report of the Remuneration Committee which comply with the requirements of the Companies Act 2006; and
– Make an assessment of the Group's ability to continue as a going concern.

The Directors are responsible for ensuring that the Group has a robust system of internal control in place, to safeguard the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for ensuring that the Group maintains adequate accounting records and for the preparation of the Annual Report and Accounts. Their responsibility also extends to the preparation of the financial statements which give a true and fair view of the state of affairs of the Group and the Parent Company and of the profit or loss of the Group for that period. Financial statements are published on the Company’s website in accordance with legislation in the United Kingdom governing the preparation and dissemination of financial statements. The Directors’ responsibility also extends to the accuracy and integrity of the Company’s website is the responsibility of the Directors. The Directors’ responsibility also extends to the ongoing applicability of the information presented on the Company’s website.

Statement of the Directors in respect of the Annual Report

The Directors are responsible for ensuring that the Annual Report, including the Directors' Report, the Strategic Report and the Report of the Remuneration Committee, provides a fair, balanced and understandable view and provides the information necessary for shareholders to assess the Group’s performance, position, business model and strategy. When arriving at this position the Board was assisted by a number of processes, including the following:

– The production of the Annual Report was overseen by the Chief Financial Officer and Group Financial Controller to ensure consistency across sections;
– Comprehensive reviews of drafts of the report are undertaken by members of the Executive Board and senior management team;
– An advanced draft is considered and reviewed by two Operating Board members; and
– The Audit Committee and Remuneration Committee have reviewed the relevant sections of the report.

Responsibility statement pursuant to DTR4

The Directors confirm that, to the best of their knowledge:

– The Directors’ Report and the Report of the Remuneration Committee, taken as a whole, provide the information necessary for shareholders to assess the Group’s performance, position, business model and strategy.
– The financial statements, including the notes to the financial statements, give a true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the Parent Company together with a description of the principal risks and uncertainties that they face.

By order of the Board,

Alan Bannatyne
Group Finance Director
7 March 2022

Corporate Governance 104 Robert Walters Group Annual Report and Accounts 2021

Directors’ Report

Overview

The Directors’ Report provides information relating to the Group’s activities, its business and strategy, the principal risks and uncertainties faced by the business and environmental and employee matters. The Group’s analysis for greenhouse gases and energy consumption is shown on page 56. These sections, together with the Report of the Board and the Report of the Remuneration Committee, are intended to provide a comprehensive overview of the Group’s performance and strategy.

The Directors’ Report, the Strategic Report and the Report of the Remuneration Committee have been prepared in accordance with the latest narrative reporting requirements and provides the information necessary for shareholders to assess the Group’s performance, business model and strategy.

Results and dividends

The Group’s profit before tax for the year ended 31 December 2021 was £33.5m (2020: £5.7m).

The Group’s earnings per share for the year ended 31 December 2021 was £0.11 (2020: £0.07) based on the weighted average number of shares in issue during the year. The Directors have recommended a final dividend of 15.0p per share for the year ended 31 December 2021, payable to shareholders on the register on 22 April 2022, which together with the interim dividend of 5.4p paid on 1 October 2021 makes a total of 20.4p per share for the year (2020: 15.5p).

Post-balance sheet events

The Group purchased 363,723 shares at an average price of £7.50 for £2.7m in January 2022.

Directors

The Directors who served during the year and at the date of this report are shown as follows:

R Mobed
1
R C Walters
A R Bannatyne
B McArthur-Muscroft
1
S Cooper
1
T Dodge
1
M Ashley
1
(appointed to the Board on 23 December 2021)

Non-executive Directors.

Details of the Directors’ service contracts are shown in the Report of the Remuneration Committee on page 102. Details of share awards granted to Directors and the interests of the Directors in the ordinary shares of the Company are shown on page 90.

The Directors’ interests in the share capital of the Company are set out in the Report of the Remuneration Committee on page 102 and remain in force at the date of this report.

Employees

The Group’s commitment to its employees is reflected in its employment policies and its investment in training and development. The Group aims to provide a supportive and inclusive working environment, and to ensure that its employees are motivated and engaged.The Directors also hold managers’ forums and conferences to discuss and consult on business priorities. The Group continues to give full and fair consideration to applications for employment by disabled persons, bearing in mind their individual capabilities and in all cases, special needs, so as to ensure their continued employment and to provide retraining and career development where practicable and appropriate. The Group also appointed a Global Head of Equality, Diversity and Inclusion. Starting in 2022, this is a key role to support our ongoing commitment to a working environment that promotes inclusion, dignity and respect for all – not only for our own employees, but for clients, candidates and other stakeholders we work with. This role will also focus on promoting diverse hiring in our clients’ organisations.

Climate Reporting

The Group is committed to reporting on its climate-related risks and opportunities, in line with TCFD recommendations.

Strategic Report

Corporate Governance

Financial Statements

Annual Report and Accounts 2021 Robert Walters Group 105

Capital structure

Details of the authorised and issued share capital, together with the movements in the Company’s issued share capital during the year, are shown in note 18. Each share carries the right to one vote at the general meetings of the Company. Further information on the voting and other rights of shareholders, including deadlines for exercising voting rights, are set out in the Company’s Articles of Association and in the explanatory notes that accompany the Notice of the Annual General Meeting which are available on the Company’s website at robertwaltersgroup.com/investors.

Restrictions on securities

There are no issued shares that carry any restrictions on the transfer of securities or voting rights, other than the general provisions of the Articles of Association and prevailing legislation. The Directors are not aware of any agreements between holders of the Company’s shares that may result in restrictions on the transfer of securities or on voting rights. Awards of shares under the Company’s incentive arrangements, the Performance Share Plan and the Executive Share Scheme, are subject to vesting conditions.

The Executive Share Scheme is designed to align the interests of senior employees with those of shareholders, by rewarding performance over a three-year period. The Directors believe this incentivises the delivery of long-term strategic objectives.

The Performance Share Plan awards are based on the achievement of specific corporate performance targets over a three-year period.

Substantial shareholdings

As at 31 December 2021, the following voting rights were notified to the Company:

Name of shareholder	Number of shares	%
Liontrust Asset Mgt	12,059,353	15.74
Aberforth Partners	8,684,780	11.34
BlackRock Investment Mgt	7,864,109	10.26
Jupiter Asset Mgt	5,621,798	7.34
Fidelity Funds	5,473,125	7.14
Aberdeen Standard Investments (Standard Life)	4,533,742	5.92
AEGON Asset Mgt	4,281,282	5.59
Canaccord Genuity Wealth Mgt	4,144,519	5.41
Invesco	2,389,351	3.12
Mr Robert Walters	2,235,963	2.77

Mr Robert Walters holds ordinary shares in the Company and these represent 2.77% of the issued share capital.

Appointment and retirement of Directors

The Directors may from time to time appoint one or more additional Directors. The Board may appoint any person to be a Director (so long as the total number of Directors does not exceed the limit prescribed in the Articles of Association).

The Directors are subject to retirement by rotation and re-election at the Annual General Meeting.

Power of Company’s Directors and acquisition of Company’s own shares

The Directors have the power to make market purchases of the Company’s ordinary shares subject to legislation, the provisions of the Articles of Association and any directions given by special resolution. The Directors were authorised at the Company’s last Annual General Meeting, held on 12 May 2021, to make market purchases of ordinary shares representing up to 10% of its share capital at that time and to allot shares within certain limits permitted by shareholders and the Companies Act. The Directors intend to renew this authority annually and will continue to exercise this power only when, in light of market conditions prevailing at the time, they believe that the purchase of shares will benefit shareholders and when such purchases are made within the terms of the authority granted. This power will be exercised subject to shareholder approval and the terms of the Articles of Association.

Provisions on change of control

The Company’s revolving credit facility agreement for £60.0m includes a provision for a lending counterparty to amend, alter or cancel the relevant commitment to the Group following a change of control of the Company.

The Articles of Association also include provisions that may trigger accelerated vesting of share options and awards on a takeover.

Articles of Association

The Company’s Articles of Association may only be amended by a special resolution of the members.

Corporate Governance

Going concern and viability statement

The Directors have assessed the going concern status of the Parent Company and the Group, and consider that there are no material uncertainties that cast doubt upon the Group’s ability to continue as a going concern. The Directors have assessed the long-term prospects of the Parent Company and the Group based upon business plans, financial forecasts and the prevailing economic conditions for the period ending 31 December 2024 in addition to the ongoing impact of, and recovery from, the Covid pandemic. The three-year period was chosen as it is considered the longest timeframe over which any reasonable view can be formed, given the nature of the market in which the Group operates. Furthermore, the nature of recruitment activity is highly reactive to market sentiment and the forward visibility of permanent recruitment, which represents 68% of the Group’s net fee income, can be measured in weeks rather than months, and with contract recruitment being even more reactive, and therefore a longer-term forecast is not feasible.

The Directors have considered the potential impact of reduced net fee income of up to 20% from forecasts each year over a three-year period. In light of the Covid pandemic, the Directors have also completed reverse stress testing (as per the FRC guidance), by running various downside scenarios, designed to explore the resilience of the Group to the potential impact of the principal risks as set out on pages 62 to 66, such as a prolonged economic downturn, significant client defaults, losses of key internal talent, reputation damage, technology disintermediation, increases in debtor days, and limited cost management. The Group also considered mitigating actions that could be undertaken in the event of one or more of the aforementioned risks occurring, including reductions in discretionary expenditure, further reductions in non-business critical expenditure as well as the potential for headcount reductions. The scenarios were designed to be impactful but at the same time realistic and the Group remained viable throughout.

The Group’s financial forecasts and assumptions are based on management’s expectations of future performance and incorporate sensitivity analysis to assess the impact of changes in key assumptions. Sensitivity analysis has been performed on the Group’s leverage when market conditions become more favourable. The Group has delivered a record performance in 2021 with net fee income of £733.3m, an increase of 34% on the prior year, and profit before tax of £141.4m, an increase of 148% on the prior year. The Group maintains its strong financial position with net cash of £126.6m as at 31 December 2021 and continues to invest in its people and technology to support growth and enhance shareholder value.

The Group’s pre-pandemic and ongoing investment in technology and innovation has enabled our people to continue to seamlessly provide a high quality of service to our candidates and clients despite the impact of Covid restrictions. Consultant productivity has increased by 21% from 2019 to 2021. This has been achieved through the continued investment in our digital infrastructure and the ongoing engagement with our clients and candidates to ensure we adapt our services to meet their needs. The Group has also been able to maintain its strong balance sheet and gearing when market conditions become more favourable.

It should be noted that the Group has limited forward visibility and similarly to all organisations, it remains hard to predict the long term impact of Covid with the risk of new variants still prevalent. Consequently, there is a high degree of uncertainty in respect of future outcomes. However the Group has a strong balance sheet with net cash as at 31 December 2021 of £126.6m, and an undrawn committed facility of £150.0m available until 2025. This provides significant headroom to withstand potential future economic shocks and to pursue strategic opportunities. The Group’s diversified revenue streams covering permanent, contract, interim and recruitment process outsourcing and a diverse range of clients and suppliers across 31 countries.# Strategic Report

Directors’ Statement

The various stress test scenarios indicate continued operation within its banking covenants and statutory solvency requirements. In forming their opinion, the Directors have performed a robust assessment of the principal risks and uncertainties facing the Group and the Parent Company. This assessment considered the current and future outlook for the Group and the Parent Company in the context of the COVID-19 pandemic and geopolitical events, its exposure to credit risk and liquidity risk. As a consequence, the Directors believe that the Group is well placed to manage its business risks successfully.

The Directors have formed the opinion that, taking into account the current and projected financial performance of the Group and the Parent Company, the availability of committed facilities and other financing resources, and the likely take-up of shares under the LTIP and ShareSave schemes, the Group has a reasonable expectation that the Group has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date of this statement.

Accordingly, they continue to adopt the going concern basis of accounting in preparing the financial statements.

By order of the Board,

Alan Bannatyne
Deputy Chairman

7 March 2022

Auditor and disclosure of information to the Auditor

Directors’ confirmation of independence

So far as the Director is aware, there is no relevant audit information of which the Group’s Auditor is unaware; and

The Director has taken all the steps that they ought to have taken as a Director to make themselves aware of any relevant audit information and to establish that the Group’s Auditor is aware of that information.

This confirmation will be presented to the shareholders for approval at the forthcoming Annual General Meeting.

Annual General Meeting

The Annual General Meeting will be held on 28 April 2022 and the Notice of the Annual General Meeting, including an explanation of the special business of the meeting, will be sent out in due course.

By order of the Board,

Alan Bannatyne
Deputy Chairman

7 March 2022

Independent Auditor’s Report

Independent auditor’s report to the members of Robert Walters Group plc

In our opinion:

the consolidated financial statements and the parent company financial statements give a true and fair view of the state of the Group’s and the parent company’s affairs as at 31 December 2021 and of the Group’s and the parent company’s for the year then ended;
the consolidated financial statements have been properly prepared in accordance with United Kingdom adopted international accounting standards;
the parent company financial statements have been properly prepared in accordance with United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework. (United Kingdom Generally Accepted Accounting Practice).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We have fulfilled our responsibilities in relation to independence and have satisfied ourselves that we are independent of the Group and the Parent Company and have fulfilled our responsibilities in accordance with these requirements. The non-audit services prohibited by that standard were not provided to the Group or the Parent Company, other than as noted below. During the year, BDO Netherlands (BDO NL) were engaged to provide a grant claim service to a Dutch subsidiary of Robert Walters plc. This was a permitted service under paragraph 5.40 of the FRC Ethical Standard as the service involved reporting on the compliance of the grant with the terms and conditions of the award. It subsequently transpired that BDO NL provided an ancillary service that was related to the permitted service. However, the nature of that service was advice in respect of the Netherlands' equivalent of the government furlough scheme (‘NOW scheme’). Whilst this advice was related to the reporting on the government grant, there is no separate provision on the permitted list for PIEs under Ethical Standard 5.40 which would allow the additional service.

The non-audit services provided to a subsidiary of Robert Walters Group plc were for the Robert Walters Group. We have assessed the threats to independence as a result of the provision of these services and, in our opinion, we do not consider that our independence has been compromised as a result of the breach of the FRC’s Ethical Standard.

Key audit matters

The key audit matters are those that were of most significance in our audit of the financial statements, and which are included in our audit opinion.

Conclusions relating to going concern

Conclusion

We have reviewed the Directors’ assessment of the Group and the Parent Company’s ability to continue to adopt the going concern basis of accounting when preparing the financial statements and, based on our work, we are not aware of any material uncertainties related to events or conditions that cast significant doubt on the Group and the Parent Company’s ability to continue as a going concern for a period of at least twelve months from the date of this report.
We have reviewed the Directors’ reverse stress tested forecasts, modelling scenarios to covenant and cash ‘breaking points’ and consideration of the likelihood of occurrence and feasible actions to increase headroom.

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.

Overview

Audit coverage

1 – 84% (2020: 83%) of Group revenue.
73% (2020: 62%) of Group net fee income (NFI).
79% of Group equity (2020: 76%) of the Group’s consolidated financial statements.

Key audit matters

Key Audit Matter	Our approach
Revenue recognition for permanent and temporary placements	We have assessed the Group’s revenue recognition policies and procedures to ensure compliance with IFRS 15 and tested a sample of permanent and temporary placements to ensure revenue has been recognised in the correct period.
Materiality	We have assessed the Group’s materiality to be £41,100,000 (2020: £31,000,000), which was used to determine the scope of our audit procedures.

The Group financial statements have been prepared in accordance with FRS 101 and are therefore a condensed version of the full financial statements.

An overview of the scope of our audit

Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group’s system of internal control, and by assessing the risks of material misstatement in the consolidated financial statements. We focused our audit effort on areas identified as higher risk, including those associated with the risk of management override of internal controls, including assessing whether there was evidence of bias by the Directors that may have represented a risk of material misstatement. We designed an audit strategy to ensure we have obtained the required audit assurance for each component for the purposes of our Group audit opinion (ISA 600 (UK)).# Independent Auditor's Report (continued)

Our involvement with component auditors

For the work performed by component auditors, we determined the level of involvement needed in order to be able to conclude on the financial information of the subsidiaries and the consolidated financial statements as a whole. The level of involvement for each component ranged from full scope audits to analytical procedures.

Component audit scopes

Limited scope components –
* Work performed by component auditors.
* The key components in terms of revenue, net fee income and profit before taxation were identified as needing the most significant level of detailed audit work to be performed by component auditors.
* The following entities were identified as limited scope components, with the level of audit work performed on them being determined based on the risk of material misstatement in the financial information of these entities: Robert Walters Limited (UK), Robert Walters Operations Limited (UK) and Robert Walters Japan KK (Japan).
* For the Japanese component, following involvement in risk assessment and setting the overall audit approach and strategy at the planning stage with the component auditor, we performed a detailed review of the testing performed and attended remote meetings with local management and the component auditor (BDO Japan) to challenge conclusions reached.

Full scope audits –
* Full scope audit components – These are components where the component auditor performed the audit of the financial statements of the component in their entirety, with the audit approach and strategy agreed with the Group audit team.
* The following entities were identified as full scope components, with the audit work performed by component auditors on these entities contributing to 39% (2020: 27%) of the Group net fee income, and 46% (2020: 20%) of the Group revenue.
* Full scope audit procedures were performed on the following components:
* Walters People (France)
* Walters People Business Support (France)
* Robert Walters Holding SAS (France)
* Robert Walters Pty Ltd (Australia)
* Robert Walters Talent Consulting (Shanghai) Ltd
* Robert Walters China WOFE
* Resource Solutions (China)
* Robert Walters SA (Belgium)
* Walters People (Belgium)
* Robert Walters New Zealand Ltd
* Robert Walters BV (Holland)
* RWA Dutch BV
* Robert Walters Dubai Limited
* Resource Solutions Europe Limited
* Robert Walters Holdings Limited.
* All testing was performed by BDO Member Firms under direction and supervision of the Group audit team.
* The Group audit team directed work for all full scope components through detailed instructions, risk assessment and challenge procedures to ensure the audit work performed was sufficiently robust.

Analytical procedures –
* Analytical procedures were performed on the remaining components, where the component auditor performed risk assessment and then provided us with component specific data to perform our analytical review procedures, with testing performed on certain material balances within these components.
* The following entities were subject to analytical procedures, representing 18% (2020: 20%) of the Group net fee income, and 18% (2020: 14%) of the Group revenue.
* These components included:
* Resource Solutions Inc (Delaware)
* Robert Walters Spain
* Robert Walters Luxembourg Investment SARL
* Robert Walters (Singapore) Pte Ltd
* Resource Solutions Consulting (Singapore) Pte Ltd
* Robert Walters Resource Solutions Sdn Bhd (Malaysia)
* Robert Walters Company Limited (Taiwan)
* Resource Solutions India Private Limited
* Robert Walters (Hong Kong) Limited
* Resource Solutions Consulting (Hong Kong) Limited
* Robert Walters Korea Limited
* Resource Solutions Korea

Key audit matters

Revenue recognition for permanent and temporary placements (Accounting Policies (f) & Note 1)

Description – The Group’s revenue is generated from permanent and temporary placements. The accounting policy for revenue recognition is set out in Note 1. There is a risk that revenue is recognised in the wrong period, or that revenue is recognised for placements that do not exist or are not valid. In addition, there is a risk that revenue that has not yet been invoiced, or has been invoiced but the cash not yet collected, does not exist.

For temporary placements, the Group’s policy is to recognise revenue as the service is provided at contractually agreed rates. There is a risk that timecards are not appropriately approved or are not submitted on time, or that incorrect rates are applied and therefore that the related revenue does not accurately reflect the service provided.
For permanent placements, revenue is recognised at the point of candidate acceptance. There is a risk of the reversal of candidate acceptance post year-end, where revenue is recognised in accrued income. An Earned But Not Invoiced (EBNI) provision is held for candidates who accept but are expected to reverse their acceptance at a percentage of the accrued income balance based on historical reversal rates.

How the scope of our audit addressed the key audit matter

We performed testing of the Group’s controls over revenue recognition for both permanent and temporary placements, including within the full scope and limited scope components where relevant. For permanent placements, we have considered controls over the signing of the contract, evidence of candidate acceptance and allocation of cash receipts. For temporary placements, we checked that timecards and the rate applied have been appropriately approved.
We challenged the appropriateness of the provision for candidate acceptance reversals to ensure that the point of revenue recognition was supportable.
For those permanent candidates that had accepted but had not started at the year-end, where revenue is recorded in accrued income, we challenged the appropriateness of the provision rate applied by reference to the rate of historical and actual ‘back-outs’ post year-end.
We performed detailed testing of revenue recognised for temporary placements, to challenge the accuracy of the rates applied and the calculation of revenue recognised, and agreed a sample of rates used to contractual documentation.
We recalculated the accrued income and associated costs recognised for late timecards or timecards straddling the year-end (where the approved timecard was submitted after the year end but related to services provided in the year).
We assessed the recovery of uncollected revenues against post year-end cash collections, as well as assessing whether the expected credit loss (ECL) provisions were in-line with historical ‘bad debt’ analysis.

Key observations communicated to the Audit and Risk Committee

We did not identify any material indication that revenue, that has not yet been invoiced or has been invoiced but not cash collected, does not exist and/or it not valued appropriately.
We did not identify any material indication that revenue has not been recognised in the correct period or at the correct value.
The controls operated by the Group in relation to revenue recognition appear to be operating effectively.

The scope of our audit

Remaining components

All other components were scoped in for analytical review procedures performed by the Group audit team, with the Group audit team performing detailed testing on significant balances and transactions to ensure that the audit work performed on these components was sufficiently robust.

Parent Company and consolidation

The Group audit team performed the audit of the Parent Company financial statements and had oversight of the consolidation process, and performed detailed testing of the consolidation adjustments and intercompany eliminations.

Our application of materiality

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed.# Independent Auditor's Report

Importantly, misstatements below these [unintelligible characters] materiality as follows:

Measure	Group	Parent Company
Materiality	£2.4m (2020: £1.8m)	£2.2m (2020: £1.6m)
Basis	[unintelligible characters] 2% of net assets (2020: 1.3%)	[unintelligible characters]
Rationale	[unintelligible characters] most appropriate benchmark based on market practice and investor expectations. A three year average was used in the prior year given [unintelligible characters] pandemic. Such normalisation was not necessary in the current year. Net assets is considered to be the most appropriate benchmark as the Parent Company does not trade.
Performance materiality	£1.7m (2020: £1.3m) based on 70% (2020: 70%) of materiality.	£1.5m (2020: £1.1m) based on 70% (2020: 70%) of materiality.
	[unintelligible characters] assessment of the aggregated error risk.	[unintelligible characters] assessment of the aggregated error risk.

Further materiality measures applied in the conduct of the audit include:

Measure	Application
Component materiality	£0.3m – £2.2m (90% of materiality) (2020: £0.5m – £1.6m) Our audit work at each component, excluding the Parent Company, was executed at levels of materiality applicable to each individual entity as approved by the Group audit team and in each case, lower than that applied to the Group.
Reporting threshold	£96,000 (2020: £72,000) The amount agreed with the Audit and Risk Committee for which all [unintelligible characters] in our view, warranted reporting on qualitative grounds.

Qualitative disclosures

[unintelligible characters] [unintelligible characters] warranted reporting on qualitative grounds.

Other information

The Directors are responsible for the other information. The other information comprises the information included in the [unintelligible characters] statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider [unintelligible characters] of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this [unintelligible characters] of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this [unintelligible characters] The financial statements do not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider [unintelligible characters] of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this [unintelligible characters] We have nothing to report in this regard.

Strategic Report
Financial Statements
Annual Report and Accounts 2021
Robert Walters Group 113

Corporate Governance

Corporate governance statement

The Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Parent Company’s compliance with the provisions of the UK [unintelligible characters]. 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] 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[unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible characters] [unintelligible 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Financial Statements

Annual Report and Accounts 2021 Robert Walters Group 115

Corporate Governance

Use of our report

This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

For and on behalf of BDO LLP, Statutory Auditor

London, UK
7 March 2022

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

Financial Statements 116 Robert Walters Group Annual Report and Accounts 2021

Consolidated Statement of Comprehensive Income

For the year ended 31 December 2021

	Note	2021 £s millions	2020 £s millions
Revenue	1	970.7	938.4
Cost of sales		(617.1)	(636.0)
Gross profit (net fee income)		353.6	302.4
Administrative expenses		(299.5)	(287.6)
Operating profit		54.1	14.8
Finance income		0.4	1.0
Finance costs	2	(3.0)	(3.8)
(Loss) gain on foreign exchange		(1.3)	0.1
Profit before taxation		50.2	12.1
Taxation	5	(16.7)	(6.4)
Profit for the year		33.5	5.7
Attributable to:
Owners of the Company		33.5	5.7
Earnings per share (pence):	7
Basic		46.3	8.0
Diluted		43.7	7.5

The amounts above relate to continuing operations.

	2021 £s millions	2020 £s millions
Profit for the year	33.5	5.7
Items that may be reclassified subsequently to profit or loss:
Exchange differences on translation of overseas operations	(7.4)	3.4
Total comprehensive income and expense for the year	26.1	9.1
Attributable to :
Owners of the Company	26.1	9.1

Strategic Report Financial Statements Annual Report and Accounts 2021 Robert Walters Group 117

Consolidated Balance Sheet

As at 31 December 2021

The accounts on pages 116 to 143 were approved and authorised for issue by the Board of Directors on 7 March 2022 and signed on its behalf by:

Alan Bannatyne
Director

	Note	2021 £s millions	2020 £s millions
Non-current assets
Intangible assets	8	24.7	18.2
Property, plant and equipment	9	99.0	9.1
Right-of-use asset	10	62.6	59.5
Deferred tax assets	15	11.2	12.2
		197.5	99.0
Current assets
Trade and other receivables	12	190.4	153.0
Corporation tax receivables		6.1	5.1
Cash and cash equivalents	17	142.3	155.5
		338.8	313.6
Total assets		536.3	412.6
Current liabilities
Trade and other payables	13	(173.5)	(170.5)
Corporation tax liabilities		(12.5)	(5.5)
Bank overdrafts and borrowings	14	(15.7)	-
Lease liabilities	10	(15.2)	(15.7)
Provisions	16	(1.3)	(2.0)
		(218.2)	(193.7)
Net current assets		120.6	119.9
Non-current liabilities
Lease liabilities	10	(51.2)	(48.1)
Deferred tax liabilities	15	(0.2)	(0.2)
Provisions	16	(1.9)	(1.3)
		(53.3)	(49.6)
Total liabilities		(271.5)	(243.3)
Net assets		264.8	169.3
Equity
Share capital	18	16.1	16.0
Share premium		22.6	22.2
Other reserves		(71.8)	(71.8)
Own shares held	20	(29.9)	(18.1)
Treasury shares held	20	(9.1)	(9.1)
Foreign exchange reserves	20	5.1	12.5
Retained earnings	24	217.6	169.3
Equity attributable to owners of the Company		264.8	169.3

Financial Statements 118 Robert Walters Group Annual Report and Accounts 2021

Consolidated Cash Flow Statement

For the year ended 31 December 2021

	Note	2021 £s millions	2020 £s millions
Operating profit	5	54.1	14.8
Adjustments for:
Depreciation and amortisation charges	21	21.0	23.3
Impairment of intangible asset		-	(1.1)
Impairment of right-of-use asset (reversal)		0.3	2.3
Loss on disposal of property, plant and equipment and computer software		(0.3)	0.6
Charge in respect of share-based payment transactions		1.3	0.3
Unrealised foreign exchange (gain) loss		2.2	1.2
Operating cash flows before movements in working capital		78.6	41.4
(Increase) decrease in receivables		(42.2)	64.2
Increase in payables		8.6	5.7
Cash generated from operating activities		45.0	111.3
Income taxes paid		(9.1)	(14.7)
Net cash from operating activities		35.9	96.6
Investing activities
Interest received		0.4	1.0
Investment in intangible assets		(8.7)	(7.4)
Purchases of property, plant and equipment		(4.5)	(2.5)
Net cash used in investing activities		(12.8)	(8.9)
Financing activities
Equity dividends paid	10	(11.9)	(3.2)
Interest paid	10	(2.2)	(2.4)
Interest on lease liabilities	10	(16.4)	(16.2)
Principal paid on lease liabilities	14	41.8	17.7
Proceeds from financing facility		(26.1)	(44.3)
Repayment of financing facility		(12.3)	-
Purchase of own shares	20	0.2	0.7
Proceeds from exercise of share options		0.5	-
Proceeds from issue of equity		-	0.5
Net cash used in financing activities		(29.4)	(47.7)
Net (decrease) increase in cash and cash equivalents		(6.3)	39.0
Cash and cash equivalents at beginning of year		142.3	155.5
Effect of foreign exchange rate changes		(6.8)	(2.2)
Cash and cash equivalents at end of year		129.2	192.3

Strategic Report Financial Statements Annual Report and Accounts 2021 Robert Walters Group 119

Consolidated Statement of Changes in Equity

For the year ended 31 December 2021

Group	Share capital £s millions	Share premium £s millions	Other reserves £s millions	Own shares held £s millions	Treasury shares held £s millions	Foreign exchange reserves £s millions	Retained earnings £s millions	Total equity £s millions
Balance at 1 January 2020	16.0	22.2	(71.8)	(26.5)	(9.1)	9.1	220.7	160.6
Profit for the year	-	-	-	-	-	-	5.7	5.7
Foreign currency translation differences	-	-	-	-	-	3.4	-	3.4
Total comprehensive income and expense for the year	-	-	-	-	-	3.4	5.7	9.1
Dividends paid	-	-	-	-	-	-	(3.2)	(3.2)
Credit to equity for equity-settled share-based payments	-	-	-	-	-	-	2.2	2.2
Deferred tax on share-based payment transactions	-	-	-	-	-	-	(0.1)	(0.1)
Transfer to own shares held on exercise of equity incentives	-	-	-	0.7	-	-	(7.7)	(7.0)
New shares issued and own shares purchased	-	-	-	-	-	-	0.7	0.7
Balance at 31 December 2020	16.0	22.2	(71.8)	(18.1)	(9.1)	12.5	217.6	169.3
Profit for the year	-	-	-	-	-	-	33.5	33.5
Foreign currency translation differences	-	-	-	-	-	(7.4)	-	(7.4)
Total comprehensive income and expense for the year	-	-	-	-	-	(7.4)	33.5	26.1
Dividends paid	-	-	-	-	-	-	(11.9)	(11.9)
Credit to equity for equity-settled share-based payments	-	-	-	-	-	-	2.3	2.3
Deferred tax on share-based payment transactions	-	-	-	-	-	-	0.6	0.6
Transfer to own shares held on exercise of equity incentives	-	-	-	0.3	-	-	(11.6)	(11.3)
New shares issued and own shares purchased	-	0.4	-	(12.1)	-	-	-	(11.7)
Balance at 31 December 2021	16.1	22.6	(71.8)	(29.9)	(9.1)	5.1	212.9	174.8

Financial Statements 120 Robert Walters Group Annual Report and Accounts 2021

Statement of Accounting Policies

For the year ended 31 December 2021

Accounting policies

Robert Walters plc is a public company limited by shares, incorporated and domiciled in the United Kingdom under the Companies Act.# Strategic Report

Financial Statements

Annual Report and Accounts 2021 Robert Walters Group 121

Corporate Governance

IFRIC Interpretation 23 uncertainty over Income Tax Treatment

(a) Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and all entities over which the Company has control. Subsidiaries are entities controlled by the Company. Control exists when the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

(b) Business combinations

The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the acquiree. All costs directly attributable to the business combination are accounted for as expenses in the periods in which the costs are incurred and the services received. The only exception to this is in respect of the costs incurred to issue debt or equity instruments which are accounted for as a deduction from the proceeds of the instruments, i.e. a reduction in the fair value of the instruments. Identifiable assets acquired and liabilities assumed in a business combination are recognised at their fair value at the acquisition date, except for deferred tax assets or liabilities, and liabilities or employee benefit obligations associated with the acquiree’s share-based payment awards, which are recognised and measured in accordance with IFRS 3. Assets held for sale and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date. Any impairment is recognised in the Consolidated Income Statement and is not subsequently reversed. Goodwill arising on acquisitions before the date of transition to IFRSs has been retained at the net fair value determined as at 1 January 2004.

(c) Goodwill

Goodwill arising on the acquisition of subsidiary undertakings, representing any excess of the fair value of the consideration given over the fair value of the net assets acquired, is recognised as an intangible asset. Goodwill is not amortised but is tested for impairment at least annually. Any impairment is recognised in the Consolidated Income Statement and is not subsequently reversed. Goodwill arising on acquisitions before the date of transition to IFRSs has been retained at the net fair value as at 1 January 2004.

(d) Taxation

Current taxation, including UK corporation taxation and foreign taxation, is provided at amounts expected to be paid (or recovered) using the tax rates and tax laws that have been enacted or substantively enacted at the balance sheet date. Deferred taxation is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences arising from investments in subsidiaries and associates, and from other temporary differences, except to the extent that the deferred tax arises from the initial recognition of goodwill or of an asset in a business combination that at the time of the combination does not affect accounting profit or taxable profit. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences can be utilised. The carrying amount of deferred taxation is reviewed at each balance sheet date and is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised, based on tax rates that have been enacted or substantially enacted by the end of the reporting period. Current and deferred taxation is recognised in the income statement except when the taxation relates to items charged or credited directly to equity, in which case the taxation is also recognised in equity. Deferred taxation is posted as a credit to the Consolidated Income Statement up to the value of the tax impact of the share-based payment charge, with any excess deferred taxation being posted as a credit to equity.

IFRIC Interpretation 23 uncertainty over Income Tax Treatment

This Interpretation addresses accounting for income tax treatments when there is uncertainty over whether those treatments will be accepted by tax authorities. The Group interprets this Interpretation as requiring management to determine whether relevant tax treatments are probable of being accepted by a tax authority, considering the facts and circumstances and taking into account the Group’s history of dealings with tax authorities, legislation and case law, taking into account professional advice and prior experience.

(e) Employee share schemes

The cost of awards made under the Group’s employee share schemes is based on the fair value of the shares at the time of grant and is charged to the Consolidated Income Statement on a straight-line basis over the vesting period, based on the Group’s estimate of shares that will eventually vest.

(f) Revenue from contracts with customers

Revenue comprises the value of services, net of VAT and other sales-related taxes, provided in the normal course of business. Any bad debt provision that may be deemed necessary is treated as an administrative expense. The Group provides a breadth of recruitment services to the market, comprising permanent and temporary/interim placements. This comprises services for the recruitment of permanent and temporary candidates. There are occasions where the Group will manage the recruitment supply chain on behalf of a client and in such cases a fee is received in respect of the work performed managing a supply chain.

Revenue from permanent placements where a fee is contingent on a candidate accepting a position and a start date is determined. A provision is made for the cancellation of placements prior to or shortly after the commencement of employment based on past experience of this occurring. For retained recruitment services, revenue is recognised when the candidate is introduced to the client for interview.

Revenue from temporary and interim placements is recognised as the service is provided. Revenue is recognised on a gross basis where the Group is the principal (i.e. is primarily responsible for fulfilling the service, has inventory risk, and has freedom to determine prices) and on a net basis where the Group is acting as an agent. In respect of temporary and interim placements, the Group acts as a principal and revenue is recognised on a gross basis on the value of the invoice raised to the client. Revenue is recognised when the candidate has commenced employment and completed their first day. A provision is made for expected cancellations based on historical data.

Revenue in respect of outsourcing and consultancy is recognised as the service is provided, over time. Robert Walters is acting as a principal for both its permanent and its temporary/interim business and as such presents its revenue on a gross basis. Resource Solutions is seen as an agent where it does not make a direct placement (i.e. for temporary and put through) and as such its revenue is recognised on a net basis.

Revenue from other rechargeable services (e.g. advertising) is recognised when the service is provided.

Gross Recruitment Fees

Gross recruitment fees comprises the Group’s gross recruitment fee income before deducting any agency fees paid to third parties. It also includes the outsourcing and consultancy margin earned by Resource Solutions.

Net Recruitment Fees

Net recruitment fees comprises the Group’s net recruitment fee income after deducting agency fees paid to third parties.

Other Income

Other income represents the gross margin on advertising and other services provided.

Foreign currency transactions

Transactions in foreign currencies are recorded at the rate of exchange at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are reported at the rates of exchange prevailing at that date. Foreign currency translation differences are recognised in the income statement. The results of overseas operations are translated at the average rates of exchange during the period and their balance sheets at the rates of exchange at the balance sheet date. Foreign currency translation differences, arising from the translation of the results of overseas operations, are dealt with through other comprehensive income and reserves, and recognised as income or as expenses in the period in which an operation is disposed of.# Financial Statements

122 Robert Walters Group Annual Report and Accounts 2021

(k) Property, plant and equipment and computer software

Property, plant and equipment and computer software are stated at cost, net of depreciation and amortisation. Depreciation is calculated to write off the cost, less estimated residual value, of each asset on a straight-line basis over its expected useful life, as follows:

Leasehold improvements and right-of-use assets: the shorter of estimated useful life and the period of the lease;
Motor vehicles: 17.5%;
Office equipment: 10% to 33.3%;
Computer equipment and computer software: 10% to 33.3%.

Depreciation and amortisation are recognised in administration expenses. Assets under construction relate to software under development presented under intangible assets and are stated at cost and are not amortised. When the assets are ready for use they will be transferred to computer software at cost less impairment, which is also when amortisation of the asset will commence.

(l) Leases

The Group assesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The Group applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Group recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. The Group applies the practical expedient surrounding Covid-related rent concessions, published by the IASB on 28 May 2020, whereby any payment holidays and rent concessions granted as a result of the Covid pandemic have not resulted in a change to the lease liability unless the change was a substantive modification to the terms of the original lease.

Right-of-use assets

The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost comprising the amount of the initial measurement of the lease liability, any lease payments made at or before the commencement date and any initial direct costs. The cost of right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the useful life of the underlying asset. The right-of-use assets are presented as property, plant and equipment or intangible assets depending on their nature.

Lease liabilities

At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. Lease payments are discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group’s incremental borrowing rate.

Lease liabilities comprise the present value of:
* Fixed payments (including in-substance fixed payments), less any lease incentives receivable;
* Variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees.

Variable lease payments that do not depend on an index or a rate are recognised as expenses in the period in which the event or condition that triggers the payment occurs. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. When the Group renegotiates the contractual terms of a lease with the lessor, the accounting depends on the nature of the renegotiation. If the renegotiation results in a substantially different lease, the original lease is terminated and a new lease is accounted for. If it does not result in a substantially different lease, the lease liability is remeasured using the discount rate applicable on the date of renegotiation and the right-of-use asset is adjusted. If the Group renegotiates the contractual terms of a lease with the lessor, the accounting depends on the nature of the renegotiation. If the renegotiation results in a substantially different lease (e.g. by adding or replacing a right-of-use asset, or one or more additional assets being leased), the lease liability is remeasured using the discount rate applicable on the date of renegotiation and the right-of-use asset is adjusted.

Short-term leases and leases of low-value assets

For short-term leases (lease term of 12 months or less) and leases of low-value assets (less than £3,000), the Group has opted to recognise a lease expense on a straight-line basis as permitted by IFRS 16.

(m) Financial instruments – initial recognition and subsequent measurement

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.

Statement of Accounting Policies continued
FOR THE YEAR ENDED 31 DECEMBER 2021

Strategic Report Financial Statements Annual Report and Accounts 2021 Robert Walters Group 123 Corporate Governance

Financial assets

(i) Investments

Investments are shown at cost, less provision for impairment where appropriate.

(ii) Receivables

Trade and other receivables are stated at fair value less provision for any doubtful debts. An impairment is recognised for any reduction in the recoverable amount of trade and other receivables. This impairment is recognised as part of the allowance for doubtful debts. When assessing the estimated credit losses to apply, the Group uses an expected credit loss model. To measure expected credit losses on a collective basis, trade receivables are grouped based on similar credit risk and ageing. The expected loss rates are based on the Group’s historical credit loss experience for receivables with similar characteristics and the current economic conditions. The Group’s trade receivables balance is not material in the context of the overall financial statements. The provision for doubtful debts includes amounts relating to specific debts that are doubtful of recovery and an amount for potential bad debts based on a percentage of the outstanding balance; such provisions are recorded in a separate provision account with the movement in the expected loss being recognised in the income statement. For trade receivables, expected credit losses are measured using a simplified approach, which does not require the use of a concept of a loss event. Instead, the Group recognises a loss allowance based on its estimate of lifetime expected credit losses. An estimate of expected credit losses is determined by the Group’s historical receivables write-off experience and an assessment of current and forecast economic conditions.

(iii) Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits, and other short-term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value.

Cash and cash equivalents

Cash and cash equivalents are held by the Group. The Group recognises a financial asset in respect of cash and cash equivalents and an associated liability in respect of amounts held on behalf of third parties, such as staff pension funds.

If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset; the Group recognises its retained interest in the asset and an associated liability for amounts it may be obliged to pay. On sale and repurchase agreements the Group retains the right to repurchase the asset.

Financial liabilities

All financial liabilities are held at amortised cost.

(vi) Pensions

The Group currently contributes to the money purchase pension plans of certain individual Directors and employees. Contributions payable in respect of the year are charged to the Consolidated Income Statement.

(vii) Provisions

A provision is recognised when the Group has a present legal or contractual obligation as a result of a past event for which it is probable that an outflow of economic benefits will be required to settle the obligation, and the amount of the obligation can be reliably estimated. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the reporting date. Where the Group has a right to be reimbursed for an obligation, the reimbursement is recognised as a separate asset when it is virtually certain that reimbursement will be received. Where the effect of the time value of money is material, the provision is discounted.

(viii) Employee benefit trust

The Company’s employee share option schemes are operated by the Robert Walters Group Employee Benefit Trust (EBT). Shares are purchased by the EBT and held for the benefit of employees. These shares are recorded at cost and deducted from equity. As the Company is deemed to have control of its EBT, it is treated as a subsidiary and its assets and liabilities are recognised in the consolidated financial statements. The EBT is accounted for as an equity-settled share-based payment under IFRS 2.

(o) Government grants

The Company applied for various government support programmes introduced in response to the global pandemic. Payroll support of £14.2m (2020: £8.7m) of global government support relating to the payroll of the Group’s employees, and £nil (2020: £4.2m) was in respect of client based contractors. The Group has elected to present the government support by reducing the related expenses. The Group committed to spending the support on payroll expenses, and not to reduce employee head count or to make redundancies, and that the support was used for the purpose it was intended. The Group has no unfulfilled conditions or other contingent liabilities relating to the government support programmes.# Financial Statements

Amendments to IFRS 3 (amendments)

Business Combinations

Amendments to IAS 8 (amendments)

Accounting Policies, Changes in Accounting Estimates and Errors

Amendments to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting Policies

IAS 1 (amendments)

The IASB issued amendments to IAS 1, which are intended to clarify the requirements that an entity applies when identifying and disclosing its accounting policies. They also require entities to disclose their material accounting policy information instead of their significant accounting policies. This is to ensure that information about accounting policies is useful to investors and other users of financial statements.

Amendments to IAS 12 - Deferred Tax related to Assets and Liabilities arising from a Single Transaction

In May 2021 the IASB published amendments to IAS 12 that narrowed the scope of the recognition exemption in paragraphs 15 and 24 to specify how companies should account for deferred tax on transactions such as leases and decommissioning obligations. The amendments clarify that the exemption does not apply and that companies are required to recognise deferred tax on such transactions. The aim of the amendments is to reduce diversity in the reporting of deferred tax on leases and decommissioning obligations.

Amendments to IAS 1 - Classification of Liabilities as Current or Non-current

In January 2020, the IASB issued amendments to IAS 1, which are intended to clarify the requirements that an entity applies when determining whether an acquired set of activities and assets is a business or not. They clarify the minimum requirements for a business, remove the assessment of whether market participants are capable of replacing any missing elements, add guidance on how to determine the fair value of the acquired business, and introduce an optional fair value concentration test. New illustrative examples were provided along with the amendments. Since the amendments were issued, the IASB has issued further amendments to IAS 1 to address issues in classification of liabilities as current or non-current. The amendments are effective for annual reporting periods beginning on or after 1 January 2023, with earlier application permitted.

The amendments aim to improve the quality of information provided to investors about a company's assets and liabilities. The IASB has also amended IFRS Practice Statement 2 to explain and demonstrate the application of the ‘four-step materiality process’ to accounting policy disclosures.

Amendments to IAS 1 and IFRS Practice Statement 2 - Disclosure of Accounting Policies

IAS 1 (amendments)

Amendments to IAS 1 require entities to disclose their material accounting policy information rather than their significant accounting policies. This is to ensure that information about accounting policies is useful to investors and other users of financial statements. To support this amendment, the IASB has also amended IFRS Practice Statement 2 to explain and demonstrate the application of the ‘four-step materiality process’ to accounting policy disclosures.

Amendments to IAS 12 - Deferred Tax related to Assets and Liabilities arising from a Single Transaction

The amendments are intended to clarify the requirements that an entity applies when determining whether an acquired set of activities and assets is a business or not. They clarify the minimum requirements for a business, remove the assessment of whether market participants are capable of replacing any missing elements, add guidance on how to determine the fair value of the acquired business, and introduce an optional fair value concentration test. New illustrative examples were provided along with the amendments. Since the amendments were issued, the IASB has issued further amendments to IAS 1 to address issues in classification of liabilities as current or non-current. The amendments are effective for annual reporting periods beginning on or after 1 January 2023, with earlier application permitted.

Statement of Accounting Policies

For the year ended 31 December 2021

Key sources of estimation uncertainty

The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Due to inherent uncertainty in estimation, actual results may differ from these estimates.

– Provision for unrecoverable placements: The Group estimates the likelihood of candidates reversing their acceptance of an offer of employment. This is based on historical data for a specific placement and the period of time between the offer being made and the candidate’s intended start date. A provision is made by management, based on historical evidence, for the proportion of those placements where the candidate is expected to reverse their acceptance prior to the start date. As disclosed in note 12, the provision made in 2021 is £2.4m (2020: £1.7m). The Group does not expect changes to the provision to have a material impact on the financial statements of the Group in future periods.

– Expected credit losses: the Group applies a risk rating based on industry and market trends and a probability of default to its trade receivables and contract assets. A provision is then made by management, based on historical evidence and the risk assessment. As disclosed in note 17, the provision made in 2021 is £3.7m (2020: £3.7m). The Group does not expect changes to the provision to have a material impact on the financial statements of the Group in future periods.

– Bonus accrual: The Group determines the bonus accrual based on its expected performance and the expected bonus payments to be made in 2022 in relation to 2021 performance. A bonus accrual of £9.3m (2020: £6.8m) is included as a liability for the year ended 31 December 2021. The Group does not expect changes to the bonus accrual to have a material impact on the financial statements of the Group in future periods.

Revenue recognition

Revenue recognition: revenue in respect of permanent placements is deemed to be earned when a candidate accepts an offer of employment and has commenced employment, or when the contract is non-cancellable. For temporary placements, revenue is recognised as the services are provided. The Group has considered the detailed criteria for the recognition of revenue from permanent placements.

– Timing of revenue recognition: Revenue is recognised when it is probable that the economic benefits associated with the revenue will flow to the Group and the amount of revenue can be measured reliably.

Determining the lease term of contracts with renewal and termination options

The Group determines the lease term as the non-cancellable term of the lease, together with any periods covered by an option to extend the lease if it is reasonably certain to be exercised, or any periods covered by an option to terminate the lease, if it is reasonably certain not to be exercised.

Financial Statements

Robert Walters Group Annual Report and Accounts 2021

1. Segmental information

		2021 £s millions	2020 £s millions

Revenue
	Asia	427.0	373.6
	UK	297.6	329.1
	Europe	216.1	204.6
	Other International	30.0	31.1
	Total	970.7	938.4
Profit
	Asia	164.2	124.1
	UK	68.7	66.9
	Europe	95.3	85.7
	Other International	25.4	25.7
	Total	353.6	302.4
Net Assets
	Asia	36.5	8.4
	UK	3.3	1.3
	Europe	13.7	4.7
	Other International	0.6	0.4
	Total	54.1	14.8

	Goodwill	(2.7)
	Net Assets	50.2	12.1

The Group is divided into geographical areas for management purposes, and it is on this basis that the segmental information has been prepared.

	2021 £s millions	2020 £s millions
Revenue
Robert Walters	700.0	627.7
Resource Solutions (recruitment process outsourcing)	270.7	310.7
Total	970.7	938.4

Walters People is included within Robert Walters# Finance costs

	2021 £s millions	2020 £s millions
Lease interest	2.2	2.4
Total borrowing costs	3.0	3.8

Auditor's remuneration

	2021 £s millions	2020 £s millions
- BDO LLP (as auditor)
Fees payable to the Company’s auditor for the audit of the Company's annual accounts	0.1	0.1
- The audit of the Company's subsidiarieis pursuant to legislation	0.6	0.6
Total audit fees	0.7	0.7
- Audit related assurance services	0.1
Total non-audit fees	0.1
Total fees	0.8	0.7

Depreciation and amortisation of assets – owned: 5.9 (2020: 6.6)
Depreciation of right-of-use assets: 15.1 (2020: 16.7)
Loss on disposal of property, plant and equipment and computer software: 0.3 (2020: 0.3)
Impairment of intangible assets: - (2020: 0.6)
Impairment of right-of-use assets (reversal): 1.3 (2020: -)
Impairment of trade receivables (net): - (2020: 1.2)
Expense relating to short-term leases: 1.5 (2020: 1.1)
Foreign exchange loss (gain): 1.3 (2020: (0.1))

Employees

	2021 Number	2020 Number
The average monthly number of employees of the Group (including Executive Directors) during the year was:
Group employees	3,270	3,598

The Group’s closing headcount at 31 December 2021 was 3,484 (2020: 3,147).

	2021 £s millions	2020 £s millions
Wages and salaries	194.7	168.8
Social security costs	21.6	19.0
Other pension costs	6.8	7.0
Cost of employee share options and awards	2.3	2.2
	225.4	197.0

The gain made on share options by the Directors during the year was £0.9m (2020: £nil). Full details of the Directors' remuneration are given in the Report of the Remuneration Committee on page 82. In 2020 the Group applied for the various government support programmes introduced in response to the global pandemic. This support was primarily received in relation to wages and salaries, and the Group has elected to present the government support by reducing the related expenses. The Group committed to retain its employees and not to make use of furlough schemes. The Group has also benefited from the government supported job retention scheme in China.

5. Taxation

	2021 £s millions	2020 £s millions
Current tax charge
Corporation tax – UK	0.1	0.7
Corporation tax – Overseas	15.8	6.2
Less: Utilisation of prior year losses
Corporation tax – UK	-	0.2
Corporation tax – Overseas	0.3	(0.2)
	15.4	6.9
Deferred tax
Deferred tax – UK	0.7	(0.8)
Deferred tax – Overseas	(0.3)	(0.3)
	0.4	(1.1)
Deferred tax
Deferred tax – UK	0.4	0.3
Deferred tax – Overseas	0.6	0.3
	1.0	0.6
Total tax charge for year	16.7	6.4

	2021 £s millions	2020 £s millions
Reconciliation of tax charge
Tax at standard UK corporation tax rate of 19% (2020: 19%)	9.5	2.3
Rate difference
Unrelieved losses	1.2	1.0
Tax exempt income and other expenses not deductible	0.8	0.2
Unutilised tax losses carried forward	0.5
Impact of tax losses on deferred tax	5.1	1.8
Impact of tax rate change	-	0.6
Total tax charge for year	16.7	6.4

Tax recognised directly in equity

	2021 £s millions	2020 £s millions
Tax on share-based payment transactions	0.1

The Company has taken advantage of FRS102 Section 26 ‘Share-based payment’ and has applied the tax deduction for share options which is greater than the accounting charge. The excess tax deduction for share options has been recognised in equity. The Company has also recognised a deferred tax asset in relation to accruals and provisions. The goodwill and the related deferred tax asset has been reviewed for impairment and no impairment charge is required.

6. Dividends

	2021 £s millions	2020 £s millions
Ordinary shares
Interim dividend paid of 5.4p per share (2020: 4.5p)	3.9	3.2
Final dividend for 2020 of 11.0p per share (2019: nil p)	8.0
	11.9	3.2
Proposed final dividend for 2021 of 15.1p per share (2020: 11.0p)	10.7	7.9
The Directors will propose a final dividend of 10.7p per share (2020: 7.9p) to be paid on 21 April 2022 to shareholders on the register at 11 March 2022, subject to the approval of shareholders at the Annual General Meeting.

7. Earnings per share

The calculation of earnings per share is based on the profit for the year attributable to ordinary shareholders and the weighted average number of shares of the Company.

	2021 Number of shares	2020 Number of shares
Shares in issue throughout the year	80,167,760	80,121,475
Shares issued in the year	310,858	18,850
Treasury and own shares held	(8,507,237)
For basic earnings per share	72,326,321	71,633,088
Outstanding share options	4,266,350	4,034,123
For diluted earnings per share	76,592,671	75,667,211

The total number of options in issue is disclosed in note 19.

	2021 £s millions	2020 £s millions
Profit for the year attributable to owners of the Company	33.5	5.7
Earnings per share (pence):
Basic	46.3	8.0
Diluted	43.7	7.5

8. Intangible assets

	Goodwill £s millions	Computer software £s millions	Assets under construction £s millions	Total £s millions
Movement
At 1 January 2020	8.0	12.3	2.2	22.5
Additions	-	1.9	5.5	7.4
Disposals	-	(5.1)	-	(5.1)
Transfers	-	2.2	(2.2)	-
Movement in the year	-
At 31 December 2020	8.0	11.3	5.5	24.8
Additions	-	8.7	-	8.7
Disposals	-	(0.3)	-	(0.3)
Transfers	- 5.5	(5.5)	-
Movement in the year	0.1	(0.5)	-	(0.4)
At 31 December 2021	8.1	24.7	-	32.8
Accumulated depreciation and amortisation
At 1 January 2020	-	9.1	-	9.1
Charge for the year	- 1.8	-	1.8
Disposals	- (4.9)	-	(4.9)
Impairment	- 0.6	-	0.6
Movement in the year	-
At 31 December 2020	- 6.6	-	6.6
Charge for the year	- 1.7	-	1.7
Disposals	- (0.3)	-	(0.3)
Impairment	-
Movement in the year	- (0.1)	-	(0.1)
At 31 December 2021	- 8.1	-	8.1
Net book value
At 1 January 2020	8.0	3.2	2.2	13.4
At 31 December 2020	8.0	4.7	5.5	18.2
At 31 December 2021	8.1	16.6	-	24.7

Assets under construction
The assets under construction that were held at 31 December 2020, related to in-house custom built systems. These systems have been completed in 2021, as a result these assets have been transferred to Computer Software.

Goodwill Impairment Review
The carrying value of goodwill primarily relates to the acquisition of Talent Spotter in China (£1,202,000) and the historical acquisition of the Dunhill Group in Australia (£6,847,000). The historical acquisition cost of Talent Spotter was £768,000, with the remainder of £434,000 relating to the recognised goodwill. The carrying amount of goodwill is tested for impairment at least annually, or more frequently if there are indications that goodwill might be impaired. The recoverable amount of the goodwill is based on value-in-use in perpetuity, to the cash generating units to which the goodwill is assigned being Australia and China. The forecasts are based on management’s projections for revenue and profit growth rates, discount rates and the impact of Covid. The revenue and profit growth rates for years one to three are between 3-5%. This is based on expected annual revenue and cost growth rate of between 3-5% for years two and three. The forecast for revenue and costs as approved by the Board of Directors are used to assess the value in use calculation. Although the growth rates of 3-5% exceeds the long-term growth rate for the economy, the growth rates are considered appropriate based on the expected future growth rate of the business. If the lower economic growth rate was applied it would not suggest an impairment was required.

The value in use calculation for the cash generating units being Australia and China is subject to a range of sensitivities which have been assessed. This includes a scenario where the discount rate is increased by 2% and a scenario where the revenue growth rate is reduced by 2% for years one to three, and a 2% reduction in revenue growth rate for year four onwards. Management has undertaken sensitivity analysis taking into consideration the impact in key assumptions. This included a 2% increase in the discount rate and a 2% decrease in the revenue growth rate for years one to three and a 2% reduction in revenue growth rate for year four onwards. The results show no impairment charge would arise under each scenario.

Computer Software Impairment Review
In the year ended 31 December 2020, the Group tested its internally developed computer software for impairment in accordance with IAS36. Following the test, an impairment loss of £0.6m was recognised, mainly in respect of an in-house custom built system. There is no movement in the impairment in 2021. The recoverable amount of the intangible is based on value-in-use. The key assumptions in the value-in-use are those relating to revenue generated from the in-house custom built system, any third party operating expenses and internal costs. Management has undertaken sensitivity analysis by increasing the discount rate and reducing the revenue and cost growth rate.# 9. Property, plant and equipment

Leasehold improvements
£s millions | Fixtures, fittings & equipment
£s millions | Computer equipment
£s millions | Total
£s millions
---|---|---|---
At 1 January 2020 | 9.9 | 17.9 | 11.3 | 39.1
Additions | - | 1.3 | 1.2 | 2.5
Disposals | (0.2) | (1.2) | (1.5) | (2.9)
Depreciation for the year | - | 0.5 | 0.1 | 0.6
At 31 December 2020 | 9.7 | 18.5 | 11.1 | 39.3
Additions | 0.4 | 2.6 | 1.5 | 4.5
Disposals | (0.9) | (2.8) | (1.5) | (5.2)
Depreciation for the year | (0.1) | (0.8) | (0.2) | (1.1)
At 31 December 2021 | 9.1 | 17.5 | 10.9 | 37.5

Accumulated depreciation
£s millions | Leasehold improvements
£s millions | Fixtures, fittings & equipment
£s millions | Computer equipment
£s millions | Total
£s millions
---|---|---|---
At 1 January 2020 | 7.1 | 11.5 | 9.1 | 27.7
Charge for the year | 0.9 | 2.0 | 1.9 | 4.8
Disposals | (0.2) | (1.1) | (1.5) | (2.8)
Depreciation for the year | -0.4 | 0.1 | 0.5 | 0.5
At 31 December 2020 | 7.8 | 12.8 | 9.6 | 30.2
Charge for the year | 0.9 | 1.9 | 1.4 | 4.2
Disposals | (0.9) | (2.6) | (1.4) | (4.9)
Depreciation for the year | (0.3) | (0.6) | (0.1) | (1.0)
At 31 December 2021 | 7.5 | 11.5 | 9.5 | 28.5

Net book value
£s millions | Leasehold improvements
£s millions | Fixtures, fittings & equipment
£s millions | Computer equipment
£s millions | Total
£s millions
---|---|---|---
At 1 January 2020 | 2.8 | 6.4 | 2.2 | 11.4
At 31 December 2020 | 1.9 | 5.7 | 1.5 | 9.1
At 31 December 2021 | 1.6 | 6.0 | 1.4 | 9.0

Revenue growth rates applied to the forecast period of five years based on management’s experience of the business and the latest industry forecasts and management’s expectations based on past experience.
The discount rate used was the weighted average cost of capital (WACC) of 10.1% (2020: 10.1%).
For the period ended 2021, the cash flows used were £71m (2020: £75m) and for the period ended 2017, the cash flows used were £40m (2020: £70m).

The impairment recognised in 2020 related to the Australia CGU due to significant volatility in the Australian market driven by the Covid pandemic. As a result, an impairment reversal of £1.1m (2020: loss of £1.3m) was recognised. The recoverable amount of the cash generating unit (CGU) is based on value-in-use in perpetuity. The key assumptions used in this calculation include revenue growth rates which are based on the latest industry forecasts and management’s expectations based on past experience. The WACC used was 10.1% and the cash flows considered were £71m for 2021 and £75m for 2020. The Group has undertaken sensitivity analysis taking into consideration the impact of key assumptions. This included revenue growth rates of +/- 10% and +/- 20% which shows no impairment charge would arise under each scenario.

10. Leases

Amounts recognised in the balance sheet
The balance sheet shows the following amounts relating to leases where the Group is a lessee:

Right-of-use asset
Buildings
£s millions | Equipment
£s millions | Vehicles
£s millions | Total
£s millions
---|---|---|---
At 1 January 2020 | 84.7 | 0.2 | 3.6 | 88.5
Additions | 5.3 | - | - | 5.3
Lease modification | (3.2) | - | 1.1 | (2.1)
Depreciation for the year | 0.9 | 0.4 | 0.6 | 1.9
At 31 December 2020 | 87.7 | 0.6 | 5.3 | 93.6
Additions | 11.0 | - | - | 11.0
Lease modification | 6.9 | - | 0.8 | 7.7
Disposals | (9.0) | - | - | (9.0)
Depreciation for the year | (2.4) | (0.3) | (0.4) | (3.1)
At 31 December 2021 | 94.2 | 0.3 | 5.7 | 100.2

Accumulated depreciation
Buildings
£s millions | Equipment
£s millions | Vehicles
£s millions | Total
£s millions
---|---|---|---
At 1 January 2020 | 14.5 | - | 1.1 | 15.6
Charge for the year | 14.9 | 0.2 | 1.6 | 16.7
Impairment | 1.3 | - | - | 1.3
Depreciation for the year | 0.2 | 0.1 | 0.2 | 0.5
At 31 December 2020 | 30.9 | 0.3 | 2.9 | 34.1
Charge for the year | 13.8 | 0.1 | 1.2 | 15.1
Impairment | (1.1) | - | - | (1.1)
Disposals | (9.0) | - | - | (9.0)
Depreciation for the year | (1.1) | (0.2) | (0.2) | (1.5)
At 31 December 2021 | 33.5 | 0.2 | 3.9 | 37.6

Carrying value
Buildings
£s millions | Equipment
£s millions | Vehicles
£s millions | Total
£s millions
---|---|---|---
At 1 January 2020 | 70.2 | 0.2 | 2.5 | 72.9
At 31 December 2020 | 56.8 | 0.3 | 2.4 | 59.5
At 31 December 2021 | 60.7 | 0.1 | 1.8 | 62.6

The impairment recognised in 2020 less any further depreciation for 2021, was reversed in the year due to an improvement in operations which were adversely impacted by the Covid pandemic in 2020. As a result an impairment reversal of £1.1m (2020: loss of £1.3m) was recognised. The recoverable amount of the cash generating unit (CGU) is based on value-in-use in perpetuity. The key assumptions used in this calculation include revenue growth rates which are based on the latest industry forecasts and management’s expectations based on past experience. The WACC used was 10.1% and the cash flows considered were £71m for 2021 and £75m for 2020. The Group has undertaken sensitivity analysis taking into consideration the impact of key assumptions. This included revenue growth rates of +/- 10% and +/- 20% which shows no impairment charge would arise under each scenario.

The impairment recognised in 2020 related to the Australia CGU due to significant volatility in the Australian market driven by the Covid pandemic. As a result an impairment reversal of £1.1m (2020: loss of £1.3m) was recognised. The recoverable amount of the cash generating unit (CGU) is based on value-in-use in perpetuity. The key assumptions used in this calculation include revenue growth rates which are based on the latest industry forecasts and management’s expectations based on past experience. The WACC used was 10.1% and the cash flows considered were £71m for 2021 and £75m for 2020. The Group has undertaken sensitivity analysis taking into consideration the impact of key assumptions. This included revenue growth rates of +/- 10% and +/- 20% which shows no impairment charge would arise under each scenario.

Lease liabilities
| | 2021 £s millions | 2020 £s millions |
|---|---|---|
| Current | 15.7 | 15.7 |
| Non-current | 48.1 | 48.1 |
| At 31 December | 63.8 | 63.8 |

Of the Non-current liability £40.8m relates to liabilities between 2 and 5 years (2020: £37.5m).

Amounts recognised in Consolidated Income Statement
| | 2021 £s millions | 2020 £s millions |
|---|---|---|
| Depreciation charge of Right-of-use assets | 15.1 | 16.7 |
Interest expense on lease liabilities | 2.2 | 2.4 |
Expense relating to short-term leases (included in administrative expenses) | 1.5 | 1.1 |
Total charges in relation to leases | 18.8 | 20.2 |

The Group's leasing activities and how these are accounted for
The Group’s leasing activities and how these are accounted for: The Group leases various offices, equipment and vehicles. Leases are recognised as a right-of-use asset and a lease liability at the date of lease commencement.
Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. On renegotiation of an existing lease, the Group will recognise any movement in the lease liability as an adjustment to the right-of-use asset. The Group has entered into leases with an original term of more than 5 years. These have been accounted for on a straight-line basis over the lease term as required by IFRS 16.

Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
– lease payments to be made over the lease term, excluding variable lease payments that are not based on an index or a rate;
– variable lease payments that are based on an index or a rate, initially measured using the index or rate as at the commencement date. Lease payments to be made under reasonable certain extension options are also included in the measurement of the liability. On renegotiation of an existing lease, the Group will recognise any movement in the lease depending on the type of modification and the accounting for it under IFRS 16.

The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not recognised in the measurement of the lease liability. Management believes that the Group has significant headroom in its lease commitments and the potential impact of changes in interest rates, inflation and exchange rates are not expected to materially impact the Group’s financial performance.

Lease payments on short-term leases and leases of low value assets are recognised as an expense on a straight-line basis over the lease term.

The Group recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and any adjustment for the re-measurement of lease liabilities.
The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

For short-term leases (lease term of 12 months or less) and leases of low value assets (less than £3,000), the Group has opted to recognise a lease expense on a straight-line basis as permitted by IFRS 16.

11. Group investments

Subsidiary undertaking
| . | ownership of ordinary shares | Principal activity | Country of incorporation |
|---|---|---|---|
| Robert Walters Pty Limited | 100% | Recruitment consultancy | Australia |
| Robert Walters Australia Pty Limited | 100% | Recruitment consultancy | Australia |
| Resource Solutions Corporation Pty Limited | 100% | HR outsourcing services | Australia |
| Robert Walters SA | 100% | Recruitment consultancy | Belgium |
| Robert Walters People Solutions SA | 100% | Recruitment consultancy | Belgium |
| Robert Walters Brazil Limitada | 100% | Recruitment consultancy | Brazil |
| Robert Walters Canada Inc | 100% | Recruitment consultancy | Canada |
| Robert Walters Chile SpA | 100% | Recruitment consultancy | Chile |
| Walters People Chile Empresa de Servicios Transitorios SpA | 100% | Recruitment consultancy | Chile |
| Robert Walters Business Consulting (Shanghai) Ltd | 100% | Recruitment consultancy | China |
| Robert Walters Talent China Limited | 100% | Recruitment consultancy | China |
| RS Resourcing S.r.o | 100% | HR outsourcing services | Czech Republic |
| Robert Walters SAS | 100% | Recruitment consultancy | France |
| Walters People SAS | 100% | Recruitment consultancy | France |
| Walters People Business Support SAS | 100% | Recruitment consultancy | France |
| Robert Walters Germany GMBH | 100% | Recruitment consultancy | Germany |
| RS Resource Solutions Germany GMBH | 100% | HR outsourcing services | Germany |
| Resource Solutions Consulting (Hong Kong) Limited | 100% | HR outsourcing services | Hong Kong |
| Robert Walters (Hong Kong) Limited | 100% | Recruitment consultancy | Hong Kong |
| Resource Solutions India Private Limited | 100% | HR outsourcing services | India |
| PT. Robert Walters Indonesia | 49% | Recruitment consultancy | Indonesia |
| Robert Walters Limited | 100% | Recruitment consultancy | Ireland |
| Robert Walters Japan KK | 100% | Recruitment consultancy | Japan |
| Resource Solutions Japan KK | 100% | HR outsourcing services | Japan |
| Robert Walters Luxembourg Investment SARL | 100% | Investment | Luxembourg |
| Robert Walters (Luxembourg) Holdings Limited | 100% | Recruitment consultancy | Luxembourg |
| Robert Walters Resource Solutions Sdn Bhd | 100% | HR outsourcing services | Malaysia |
| PT. Robert Walters Malaysia | 49% | Recruitment consultancy | Malaysia |
| Robert Walters Mexico S. de R.L. de C.V. | 100% | Recruitment consultancy | Mexico |# Robert Walters Group

Annual Report and Accounts 2021

Strategic Report

Financial Statements

Corporate Governance

Registered address
Level 41, 385 Bourke St, Melbourne, Victoria 3000
Level 41, 385 Bourke St, Melbourne, Victoria 3000
Level 41, 385 Bourke St, Melbourne, Victoria 3000
Avenue Louise 326, 10th Floor, Brussels, 1050, Belgium
Avenue Louise 326, 10th Floor, Brussels, 1050, Belgium
145 King Street West, Suite 720, Toronto, Ontario M5H 1J8
Avenida El Bosque Central 92, 6th Floor, Las Condes, Santiago, Chile
112-114 Avenue des Champs-Élysées, 75008 Paris, France
21-25 Rue Balzac, 75008 Paris, France
251 Boulevard Pereire 6ème étage, 75017 Paris, France
251 Boulevard Pereire 6ème étage, 75017 Paris, France
Fuerstenwall 172, 40217 Dusseldorf, Germany
Main Tower, Neue Mainzer Str. 52-58, 60311, Frankfurt am Main, Germany
Unit 2001, 20/F, Nexxus Building, 41 Connaught Road Central, Hong Kong
Unit 2001, 20/F Nexxus Building, 41 Connaught Road, Central Hong Kong
3rd Floor, Plot Number 168, Kavuri Hills Phase II, Madhapur, Hyderabad, 500081 Telangana, India
World Trade Centre 3, 18th Floor, Jl. Jend. Sudirman Kav. 29-31 Jakarta 12920, Indonesia
Level 3, Custom House Plaza 2, IFSC, Dublin 1, Ireland
Shibuya Minami Tokyu Building, 14th Floor 3-12-18 Shibuya, Shibuya-ku, Tokyo, 150-0002
Ebisu Garden Place, 16th Floor, 4-20-3 Ebisu, Shibuya-ku, Tokyo 150-6018
681 Rue de Neudorf, 2220 Luxembourg
681 Rue de Neudorf, 2220 Luxembourg
B4-3A-6 Solaris Dutamas, No 1 Jalan Dutamas 1, 50480, Kuala Lumpur, Malaysia
B4-3A-6 Solaris Dutamas, No 1 Jalan Dutamas 1, 50480, Kuala Lumpur, Malaysia
Bosques de Duraznos 69, Local C, Bosque de las Lomas, Miguel Hidalgo, 11700 Mexico City, Mexico
Zuidplein 28, WTC, Toren H, 1077 XV Amsterdam
Zuidplein 28, WTC, Toren H, 1077 XV Amsterdam
Herikerberweg 283, 1101CM, Amsterdam, the Netherlands
Level 9, PwC Tower, 15 Customs Street West, Auckland 1010, New Zealand
37/F Philamlife Tower, 8767 Paseo De Roxas Makati City, Manila 1226
Grzybowska 2/29, 00-131 Warszawa, Poland
Avenida da Liberdade n.110 Lisbon 1269-046
6 Battery Road #22-01 Singapore 049909
6 Battery Road #22-01 Singapore 049909
19th Floor, GreenPark Corner, Cnr West Road South and Lower Road, Morningside, Sandton, Johannesburg, 2196 South Africa
19th Floor, GreenPark Corner, Cnr West Road South and Lower Road, Morningside, Sandton, Johannesburg, 2196 South Africa
41F, Level 27, GT Tower, 6813 Ayala Avenue, Makati City, Metro Manila 1227
Paseo de Recoletos 7-9, 28004 Madrid, Spain
Paseo de Recoletos 7-9, 28004 Madrid, Spain
Claridenstrasse 41, Zurich 8002, Switzerland
Room F, 10th Floor, No. 1 Songzhi Road, Xin-Yi District, Taipei, Taiwan
175 Sathorn City Tower, Level 18/1, South Sathorn Road, Thungmahamek, Sathorn, Bangkok 10120
WeWork Hub 71 Al Khatem Tower, ADGM, Abu Dhabi, UAE
11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB
11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB
11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB
11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB
11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB
11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB
11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB
11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB
11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB
7 Times Square, Suite 4301, New York NY 10036
11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB
7 Times Square, Suite 4301, New York NY 10036
575 Market Street, Suite 2950, San Francisco CA 94105
7 Times Square, Suite 4301, New York NY 10036
Unit 1, Level 9, The Metropolitan, 235 Dong Khoi Street, Ben Nghe Ward, District 1, Ho Chi Minh City, Vietnam

Financial Statements

Robert Walters Group

Annual Report and Accounts 2021

Trade and other receivables

	2021 £s millions	2020 £s millions
Trade receivables	116.1	93.3
Other receivables	7.9	11.1
Prepayments	6.2	5.6
Accrued income	60.2	43.0
Total	190.4	153.0

Included within accrued income is a provision against the cancellation of placements where a candidate may reverse their acceptance prior to the start date. The value of this provision as of 31 December 2021 is £2,433,000 (31 December 2020: £1,658,000). The movement in the provision during the year is a charge to the income statement of £775,000 (2020: credit of £776,000). Contract assets are expected to convert into contract receivables within three months of recognition.

	2021 £s millions	2020 £s millions
Trade payables	7.0	7.2
Other taxation and social security	23.7	37.6
Other payables	27.4	24.2
Accruals and deferred income	115.4	101.5
Total	173.5	170.5

The Group has recognised deferred income relating to services to be provided, and which is recognised over the life of the contract.

Bank overdrafts and borrowings

	2021 £s millions	2020 £s millions
Bank overdrafts and borrowings: current	15.7	-
Total	15.7	-

The borrowings are repayable as follows:
Within one year | 15.7 | -
| Total | 15.7 | -

During 2021, the Group has drawn down £15.7m under its £50.0m revolving credit facility. At 31 December 2021, £15.7m (2020: £nil) was drawn down under this facility. The Group has a short-term facility of Renminbi 25m (£2.9m) of which Renminbi nil (£nil) was drawn down as at 31 December 2021 (2020: £nil). The loan is secured against cash deposits in Hong Kong.

The maturity profile of the Group’s borrowings at 31 December 2021 is £15.7m (2020: £nil) all of which fall within one year. The Group has not entered into any reverse factoring arrangements during the year ended 31 December 2021 (2020: none).

Deferred taxation

The deferred tax liability arising from the prior year has been reversed in the current year.

NOTES TO THE GROUP ACCOUNTS CONTINUED
FOR THE YEAR ENDED 31 DECEMBER 2021# 16. Provisions

	At 1 January 2020	Additional provisions charged to income statement	Provision released	Utilisation of provisions	Foreign exchange movements	At 31 December 2020	Additional provisions charged to income statement	Provision released	Utilisation of provisions	Foreign exchange movements	At 31 December 2021
Total £s millions	2.6	1.7	(0.6)	(0.5)	0.1	3.3	1.8	(0.7)	(1.0)	(0.2)	3.2

Analysis of total provision:
Current 1.3
Non-current 1.9
Total 3.2

The provisions comprise of dilapidation provisions.

17. Financial risk management

The Group manages its exposure to financial risks including credit risk, liquidity risk, interest rate risk and foreign currency risk. The Group’s operations are inherently exposed to these risks. The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Group has not entered into derivative transactions and no gains or losses on hedges have been incurred.

(i) Financial assets

Cash

	2021 £s millions	2020 £s millions
Euros	47.8	46.7
Japanese Yen	26.4	20.6
Australian Dollars	16.8	13.6
Hong Kong Dollars	10.9	13.1
Singapore Dollars	5.9	3.9
US Dollars	5.8	8.7
South Korean Won	4.6	2.7
Chinese Renminbi	4.1	2.9
Great British Pounds	4.1	23.3
New Zealand Dollars	3.3	5.9
Malaysian Ringgit	2.6	1.9
Thai Baht	1.9	2.2
Taiwan Dollar	1.7	1.3
Other	6.4	8.7
Total	142.3	155.5

Included in the Hong Kong Dollars cash balance is £nil (2020: £nil) of restricted cash held on deposit as security against the Chinese Renminbi bank loan. Further details of this loan are provided in note 14.

The Group maintains significant cash balances to meet its operational funding requirements.

(ii) Currency exposures

The main currencies of the Group are Pounds Sterling, the Euro, Australian Dollars and Yen. The Group does not have material transactional exposures because in the local entities, revenues and costs are in their functional currencies. There are no material net foreign exchange exposures to monetary assets and monetary liabilities. The Group has translation exposure in accounting for overseas operations and its policy is not to hedge against this exposure.

(iii) Liquidity risk

The Group maintains adequate funding and financial reserves to meet its obligations as they fall due.

The capital structure of the Group consists of net cash of £126.6m and equity of the Group, comprising issued share capital, reserves and retained earnings as disclosed in notes 18 to 20.

(iv) Interest rate risk

The Group is exposed to interest rate risk on its borrowings. The Group monitors its exposure to interest rate fluctuations. The Group’s borrowings are on variable rates and are disclosed in note 14.

(v) Credit risk

The Group’s credit risk is primarily in respect of trade receivables.

The Group’s credit risk is managed by:
* Assessing the credit quality of customers and associated counterparties, and by setting appropriate credit limits.
* Monitoring outstanding balances regularly.
* Maintaining a diversified customer base across different industry sectors and geographical locations.
* Utilising credit insurance where appropriate.

The Group’s exposure to trade receivables is concentrated on customers that are considered to have adequate credit ratings. This information is supplied by independent rating agencies and management’s assessment of its customers. Management assesses the collectability of trade receivables and contracts assets by considering the ageing of balances, the credit ratings of its counterparties and any other relevant information. The Group’s exposure and the credit ratings of its counterparties are regularly monitored. Credit exposure is controlled by counterparty limits that are reviewed and approved by management. Trade receivables consist of a large number of customers, spread across industry sectors and geographical locations. In a number of territories in which the Group operates, particularly in the contract and interim businesses, invoices are often raised on terms that are influenced by contract terms and, if considered appropriate, credit guarantee insurance cover is purchased.

The Group has adopted the practical expedient to measure expected credit losses on trade receivables and contract assets using a lifetime expected loss provision. To measure expected credit losses on a collective basis, trade receivables and contract assets are grouped based on similar credit risk and ageing. The contract assets have similar risk characteristics to the trade receivables for similar types of contracts. The expected credit losses are estimated using a provision matrix and applying a probability of default. Probability of default is an estimate of the likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and expectations of future conditions and the impact of Covid. The expected loss rates are based on the Group’s historical credit losses experienced over the one-year period prior to the period end. When measuring expected credit losses the Group uses reasonable and supportable forward-looking information about future economic conditions.

	Current	More than 30 days past due	More than 60 days past due	More than 90 days past due	Total
31 December 2021
Expected loss rate	0.4%	2.3%	2.3%	45.5%	3.1%
Trade receivables (£'millions)	50.5	47.6	17.3	4.4	119.8
Bad debt provision (£'millions)	0.2	1.1	0.4	2.0	3.7
31 December 2020
Expected loss rate	1.1%	4.2%	8.1%	30.0%	3.8%
Trade receivables (£'millions)	53.2	28.5	12.3	3.0	97.0
Bad debt provision (£'millions)	0.6	1.2	1.0	0.9	3.7

(vi) Financial liabilities

The Group’s financial liabilities comprise trade and other payables and borrowings. The Group manages its exposure to interest rate risk on borrowings by ensuring that the interest rate profile of its borrowings is managed. Details of borrowings are disclosed in note 14 to the accounts. Trade and other payables are settled within normal terms of business and are payable in less that 120 days.

The Group’s objective when managing capital is to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain a healthy capital structure. The Group manages its capital based on its cash flow forecasts.

Notes 1 to 15 to the Group Accounts continued

For the year ended 31 December 2021

Strategic Report Financial Statements
Annual Report and Accounts 2021
Robert Walters Group

139

Corporate Governance Strategic Report Financial Statements

17. Financial risk management continued

(v) Credit risk

The Group’s credit risk is primarily in respect of trade receivables.

	Current	More than 30 days past due	More than 60 days past due	More than 90 days past due	Total
31 December 2021
Expected loss rate	0.4%	2.3%	2.3%	45.5%	3.1%
Trade receivables (£'millions)	50.5	47.6	17.3	4.4	119.8
Bad debt provision (£'millions)	0.2	1.1	0.4	2.0	3.7
31 December 2020
Expected loss rate	1.1%	4.2%	8.1%	30.0%	3.8%
Trade receivables (£'millions)	53.2	28.5	12.3	3.0	97.0
Bad debt provision (£'millions)	0.6	1.2	1.0	0.9	3.7

(vi) Financial liabilities

Financial Statements
140
Robert Walters Group
Annual Report and Accounts 2021

18.# 19. Share options

Equity-settled share option plan

As at 31 December 2021 the following options had been granted and remained outstanding in respect of the Company's ordinary shares of 20p each under the Company's Executive Share Option Scheme and SAYE Option Scheme:

Exercisable	Share options granted	Price granted (p)	From	To
Executive Options	50,000	211	March 2016	March 2023
Executive Options	560,000	353	March 2017	March 2024
Executive Options	54,500	339	February 2018	February 2025
Executive Options	115,000	299	March 2019	March 2026
Executive Options	214,000	400	March 2020	March 2027
SAYE	24,403	596	September 2021	March 2022
Executive Options	166,499	536	March 2022	March 2029
SAYE	132,149	409	September 2022	March 2023
Executive Options	156,550	552	March 2023	March 2030
SAYE	482,422	326	October 2023	March 2024
Executive Options	87,500	521	March 2024	March 2031
SAYE	62,218	541	October 2024	March 2025
	2,105,241

The movements within the balance of share options are indicated below, as well as a calculation of the respective weighted averages for each category of movement and the opening and closing balances.

	2021 Options	Weighted average exercise price (£)	2020 Options	Weighted average exercise price (£)
At 1 January	3,705,698	3.86	3,647,201	3.94
Granted during the year	158,380	5.29	762,084	5.52
Forfeited during the year	(182,654)	4.00	(495,587)	4.47
Lapsed during the year	(224,999)	6.67	-	-
Exercised during the year	(1,351,184)	3.42	(208,000)	3.67
At 31 December	2,105,241	3.93	3,705,698	3.86

The fair value of share options granted during the year was £128,000 (2020: £142,000). The weighted average share price at the date of exercise for share options exercised during the period was £3.42 (2020: £3.67). The options outstanding at 31 December 2021 had a weighted average remaining contractual life of four years (2020: four years) and a weighted value of £3.93 (2020: £3.86). The weighted average exercise price is calculated based on a range of share prices between £2.11 and £5.96.

There were 1,018,000 (2020: 2,389,000) options already exercisable at the end of the year, with a weighted exercise price of £3.55 (2020: £3.46).

The inputs into the stochastic model are as follows:

	Executive Share Options				SAYE options
	2021	2020	2019	2018	2021	2020	2019
Weighted average share price	£5.52	£5.00	£5.96	£6.62	£5.41	£3.26	£4.09
Weighted average exercise price	£5.21	£5.52	£5.46	£6.67	£5.41	£3.26	£4.09
Expected volatility	33.4%	31.3%	29.9%	26.0%	33.4%	31.3%	29.9%
Expected life	6	6	6	6	3.25	3.25	3.25
Risk free rate	0.4%	0.2%	1.0%	1.2%	0.4%	0.2%	1.0%
Expected dividend yield	2.8%	3.0%	2.5%	1.8%	2.8%	3.0%	2.5%

Expected volatility has been calculated over the period of time commensurate with the expected award term immediately

On satisfaction of these performance targets, 33.33% of the options vest. Vesting then increases progressively with the Executive Share Options fully vesting where earnings per share growth matches the UK retail price index plus an average of 14% per annum. The SAYE Option Scheme enables UK permanent employees to use the proceeds of a related SAYE contract to acquire options over ordinary shares of the Company at a discount of up to 20% of their market price. Options granted under the scheme can normally be exercised during a period of six months starting on the third anniversary of the start of the relevant SAYE contract.

Share awards and co-investment awards

As at 31 December 2021 the following share awards had been granted and remained outstanding in respect of the Company's ordinary shares of 20p each under the Company's Executive PSP Scheme:

The movements within the balances of share awards and co-investment awards are indicated below.

	Share awards	Co-investment awards	Total	Share awards	Co-investment awards	Total
At 1 January	3,088,421	675,079	3,763,500	3,724,030	717,509	4,441,539
Granted during the year	1,239,188	159,534	1,398,722	1,163,201	277,075	1,440,276
Vested during the year	-	-	-	(1,437,351)	(217,311)	(1,654,662)
Lapsed during the year	(868,956)	(138,957)	(1,007,913)	(32,333)	(4,888)	(37,221)
Forfeited during the year	(138,345)	(41,401)	(179,746)	(329,126)	(97,306)	(426,432)
At 31 December	3,320,308	654,255	3,974,563	3,088,421	675,079	3,763,500

The fair value of share awards and co-investment awards granted during the year was £5,339,000 (2020: £4,742,000). The awards outstanding at 31 December 2021 had a weighted average remaining contractual life of 14 months (2020: 15 months). No awards expired during the year (2020: none).

The inputs into the stochastic model are as follows:

	2021	2020	2019	2018
Weighted average share price	£5.52	£5.00	£5.90	£6.62
Weighted average exercise price	nil	nil	nil	nil
Expected volatility	37.4%	34.5%	34.3%	32.0%
Expected life	3	33	3	3
Risk free rate	0.1%	0.2%	0.8%	0.8%
Expected dividend yield	2.8%	3.0%	2.5%	1.8%

Expected volatility has been calculated over the period of time commensurate with the remainder of the performance period

Under the terms of the PSP the number of shares receivable by Executive Directors for a nominal value is dependent upon the total shareholder return (TSR) and the earnings per share (EPS) growth over the three-year period from the initial date of grant. In the case of co-investment awards, the continued ownership of qualifying shares in the Company is also required. As such it is not possible to determine the interests of the individual Directors prior to the completion of the vesting period, although no shares will vest if the TSR performance does not at least equal the performance of the FTSE Small Cap Index or the EPS compound annual growth exceed 8%. For all of the PSP shares to vest, the TSR must exceed the FTSE Small Cap Index by a compound 12.5% per annum and the EPS compound annual growth must also exceed 14%. The Group recognised an expense of £2,283,000 (2020: £2,185,000) during the year in respect of equity-settled share-based payment transactions and £nil (2020: £nil) in respect of cash-settled share-based payment transactions.

20. Reserves

The Group has authorised share capital of £40,000,000 divided into 200,000,000 ordinary shares of 20p each, with an allotted, called-up and fully paid share capital of £16,137,859 as at 31 December 2021 (2020: £16,033,552).

The Directors have waived their rights to dividends on shares held by the EBT. Charges of £47,400 (2020: £10,200) have been

The number and market value of own shares held at 31 December 2021 was 5,473,729 (2020: 3,888,040) and £42,147,500 (2020: £18,390,500). The number and market value of treasury shares held at 31 December 2021 was 4,074,000 (2020: 4,074,000) and £31,370,000 (2020: £19,270,000).

21. Reconciliation of net cash and debt position

	Bank borrowings £s millions	Cash and cash equivalents £s millions	Leases £s millions	Total £s millions
At 1 January 2020	112.4	(75.1)	10.3	47.6
Changes in debt
New leases	-	-	(5.3)	(5.3)
Interest	-	-	(2.4)	(2.4)
Effect of exchange rate movements	-2.2	(1.3)	0.9	(2.6)
Other changes	1	-	2.1	3.1
At 31 December 2020	110.2	(76.4)	5.6	37.4
Changes in debt
New leases	-	-	(11.0)	(11.0)
Interest	(0.8)	-	(2.2)	(3.0)
Effect of exchange rate movements	-(6.8)	(0.3)	(7.1)	(14.2)
Other changes	1	-	(7.7)	(6.7)
At 31 December 2021	103.6	(76.7)	(15.2)	(88.3)

The net debt position is comprised of bank borrowings, cash and cash equivalents, and leases. The Group's net debt decreased by £113.8 million from £37.4 million in 2020 to £(76.4) million in 2021, reflecting the repayment of bank borrowings and lease obligations.# 23. Contingent liabilities

Transactions between Robert Walters Plc and its subsidiaries, which are related parties, have been eliminated on consolidation and are not disclosed in this note. The remuneration of key management personnel who are deemed to be Directors has been disclosed in the Report of the Remuneration Committee on pages 82 to 93. During the year, there were no related party transactions included within administrative expenses (2020: £nil) There were no outstanding balances at the 31 December 2021. All transactions were undertaken on an arms-length basis.

granted to Robert Walters plc. Other than as disclosed in note 5, the Group has no other contingent liabilities as at 31 December 2021 (2020: £nil).

24. Subsequent events

The Group has purchased 363,723 shares at an average price of £7.50 for £2.7m in January 2022 through the Employee Share Scheme.

Financial Statements 144

Robert Walters Group Annual Report and Accounts 2021

Notes

2021 £s millions	2020 £s millions
Non-current assets
Investments 27	229.8
Current assets
Trade and other receivables 28	40.4
Cash and cash equivalents	-
Total assets	270.2
Current liabilities
Trade and other payables 29	(155.0)
Net current liabilities	(115.3)
Net assets	121.4
Equity
Share capital 30	16.1
Share premium	22.6
Capital redemption reserve	2.2
Own shares held 20	(18.1)
Treasury shares held 20	(9.1)
Retained earnings	119.5
Shareholders' funds	121.4

The accounts of Robert Walters plc, Company Number 3956083, on pages 144 to 147 were approved by the Board of Directors on 7 March 2022 and signed on its behalf by:

Alan Bannatyne
Director

COMPANY BALANCE SHEET AS AT 31 DECEMBER 2021

Strategic Report Financial Statements Annual Report and Accounts 2021 Robert Walters Group 145

Corporate Governance

COMPANY Statement OF CHANGES IN EQUITY FOR THE year ended 31 DECEMBER 2021

Group	Share capital £s millions	Share premium £s millions	Capital redemption reserve £s millions	Own shares held £s millions	Treasury shares held £s millions	Retained earnings £s millions	Total equity £s millions
Balance at 1 January 2020	16.0	22.2	2.2	(26.5)	(9.1)	108.0	112.8
Profit for the year	-	-	-	-	-	30.1	30.1
Total comprehensive income and expense for the year	-	-	-	-	-	30.1	30.1
Dividends paid	-	-	-	-	-	(3.2)	(3.2)
Credit to equity for equity-settled share-based payments	-	-	-	-	-	2.2	2.2
Transfer to own shares held on exercise of equity incentives	-	-	-	0.7	-	(0.7)	-
New shares issued and own shares purchased	-	-	-	-	-	-	-
Balance at 31 December 2020	16.0	22.2	2.2	(18.1)	(9.1)	99.3	112.5
Profit for the year	-	-	-	-	-	30.1	30.1
Total comprehensive income and expense for the year	-	-	-	-	-	30.1	30.1
Dividends paid	-	-	-	-	-	(11.9)	(11.9)
Credit to equity for equity-settled share-based payments	-	-	-	-	-	2.3	2.3
Transfer to own shares held on exercise of equity incentives	-	-	-	0.3	-	(0.3)	-
New shares issued and own shares purchased	0.1	0.4	-	(12.1)	-	-	(11.6)
Balance at 31 December 2021	16.1	22.6	2.2	(18.1)	(9.1)	119.5	121.4

Financial Statements 146

Robert Walters Group Annual Report and Accounts 2021

25. Accounting policies

The principal accounting policies of the Company are summarised below and have been applied consistently in all aspects throughout the current year and the preceding year.

(a) Basis of accounting

The financial statements have been prepared under the historical cost convention, modified to include revaluation of certain assets where appropriate, and in accordance with FRS 101 'Reduced Disclosure Framework', issued by the Financial Reporting Council.

As permitted by FRS 101, the Company has taken advantage of the disclosure exemptions available under the standard in relation to:

Presentation of a Statement of Changes in Equity for the parent company.
Disclosures in respect of financial instruments, related party transactions and remuneration of key management personnel.
Disclosures related to earnings per share.

The financial statements of Robert Walters plc are presented separately. The principal accounting policies adopted are the same as those set out in the Statement of Accounting Policies to the Financial Statements of Robert Walters Group plc for the year ended 31 December 2020.

(b) Foreign currencies

Investments are shown at cost less provision for impairment where appropriate.

(d) Own shares held

Own shares are recorded at cost and deducted from equity. As the EBT is deemed to be an extension of the Company, the EBT’s assets (other than investments in the Company’s shares), receivables and liabilities are recognised in the financial statements and are presented as own shares held.

£26.5m (2020: £20.3m) of the retained earnings of the Company represent distributable reserves.

Details of share based payments are disclosed in note 19 to the accounts. Details of Treasury and own shares held are disclosed in note 20 to the accounts. There are no employees of Robert Walters plc.

NOTES TO THE COMPANY ACCOUNTS FOR THE year ended 31 DECEMBER 2021

Strategic Report Financial Statements Annual Report and Accounts 2021 Robert Walters Group 147

Corporate Governance

27. Fixed asset investments

	Total £s millions
At 1 January 2021	227.8
Increase in the year due to equity incentive schemes	2.0
At 31 December 2021	229.8

There were no indicators to suggest an impairment review was required, as such there was no provision for impairment (2020: £nil). Please refer to note 11 for a list of the Company's principal investments.

28. Trade and other receivables

	2021 £s millions	2020 £s millions
Amounts due from subsidiaries	40.4	39.7
	40.4	39.7

Amounts owed by Group undertakings are unsecured, carry no interest and are repayable on demand.

29. Trade and other payables

	2021 £s millions	2020 £s millions
Amounts due to subsidiaries	148.8	155.0
	148.8	155.0

Amounts owed to Group undertakings are unsecured, carry no interest and are repayable on demand.

30. Share capital

	2021 Number	2020 Number	2021 £s millions	2020 £s millions
Authorised
Ordinary shares of 20p each	200,000,000	200,000,000	40.0	40.0
Allotted, called-up and fully paid
Ordinary shares of 20p each	80,689,295	80,167,760	16.1	16.0

31. Commitments

The Company has no lease commitments (2020: £nil). There are no capital commitments for the Company (2020: £nil).

32. Related party transactions

There are no disclosable related party transactions in the year to 31 December 2021 (2020: £nil) other than as disclosed in the Report of the Remuneration Committee and notes 28 and 29.

33. Contingent liabilities

The Company has no other contingent liabilities than those disclosed in note 23 as at 31 December 2021 (2020: £nil).

34. Subsequent events

The Group has purchased 363,723 shares at an average price of £7.50 for £2.7m in January 2022 through the Employee Share Scheme.

Financial Statements 148

This report is printed on 100% recycled material sourced from well-managed, responsible, FSC certified forests. The company are ISO 14001 and FSC accredited. The printer is also a carbon neutral company.

Registered Office
11 Slingsby Place
St Martin’s Courtyard
London WC2E 9AB

Registered number 03956083

Auditor
BDO LLP
Chartered Accountants
55 Baker Street
London W1U 7EU

Solicitors
Travis Smith LLP
10 Snow Hill
London EC1A 2AL

Principal bankers
Barclays
Level 28, 1 Churchill Place
Canary Wharf, London E14 5HP

Registrars
Link Asset Services
The Registry, 34 Beckenham Road
Beckenham, Kent BR3 4TU

Company Secretary
Tony Hunter
11 Slingsby Place
St Martin’s Courtyard
London WC2E 9AB

Strategic Report Financial Statements Corporate Governance

Financial Statements 150

Robert Walters Group Annual Report and Accounts 2021

www.robertwaltersgroup.com

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ROBERT WALTERS PLC — Annual Report (ESEF) 2021

Robert Walters Group Annual Report and Accounts 2021

Strategic Report

Corporate Governance

Strategic Report

2 Robert Walters Group Annual Report and Accounts 2021

3

Introduction

Specialist Professional Recruitment

Recruitment Process Outsourcing

Corporate Governance

Group NFI

Chair’s Statement

Group NFI

Chair’s Statement

Group NFI

Group NFI

Chair’s Statement

Strategic Report

People and Culture

Diversity, Equity & Inclusion

Sustainability and Corporate Responsibility

Board

Shareholder Returns

Strategic Report

Chief Executive’s Statement

Strategic Report

10 Robert Walters Group Annual Report and Accounts 2021

CHIEF EXECUTIVE’S STATEMENT continued

Review of Operations

Asia

Europe

Technology and Insights

Other International

UK

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Market Opportunities and Key Trends Continued

Adjusting to new ways of working

Corporate Governance

Increased demand for access to more diverse talent pools

Recruitment process outsourcing

Data and insights driving hiring strategy

Strategy in Action

Corporate Governance

People and Relationships First

Organic growth

Expanding into new geographic locations

Growing new disciplines and specialist recruitment

Strategy in Action continued

Celebrating our people to build a pipeline of future talent

Case study: Robert Walters: Investing in high-growth disciplines

Strategy in Action Continued

Our Strategic Foundations

People and culture

Long-term business focus

Commitment to quality

TEAM-BASED PROFIT SHARE

Corporate Governance

Specialists

Resource Solutions: ADAPTING OUR OFFERING for a new world

Evolving our business

Awards

A people-focused organisation

Marketing: Innovating to drive the business forward

Investing in our customer experience

Using automation to enhance our brand experience

Developing our capability through business intelligence

Technology and Innovation

Continuing our technology transformation

Zenith – CRM roll out

Delivering change through innovation

Transforming enabling functions

Simply secure

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Service and operations excellence

Zenith, a candidate DQGFOLHQWWRROǱWIRU our purpose

Case study

Strategic Report

Technology and Innovation continued

ROBERT WALTERS PLC Annual Report (ESEF) 2021