Overview Strategic Report Financial StatementsCorporate GovernanceOverview
Annual Report and Accounts 2023 Robert Walters plc 1
Strategic Report
2 Robert Walters plc Annual Report and Accounts 2023
Powering people and
organisations to fulfil
their unique potential.
Introduction
Each day, over 3,900 colleagues spread
across 31 countries live out our core
principles of teamwork, integrity,
passion, innovation, quality and
inclusion as we solve talent challenges,
champion people’s stories and deliver
better experiences and outcomes.
We match highly skilled professionals
to permanent, contract and interim
roles across the disciplines of
accountancy, finance, banking,
engineering, HR, healthcare,
technology, legal, sales, marketing,
secretarial & support, supply chain,
logistics and procurement. Our client
base ranges from the world’s most
influential multi-national corporates
through to small and medium-sized
businesses and start-ups.
Our purpose drives our environmental,
social and governance (“ESG”)
commitments as we seek to positively
impact lives, reduce our environmental
impact and be a responsible,
ethical business. It also means we
put people and relationships first,
investing in technology which gives
our consultants more time to deepen
candidate and client relationships all
while building a dynamic culture to
attract and retain the best people.
Contents
View our Annual Report and
Accounts online:
robertwaltersgroup.com/investors
Overview
1 2023 Overview
2 Robert Walters Group at a Glance
Strategic Report
4 Chair’s Statement
6 Chief Executive’s Statement
10 Operating Review
12 Non-financial and Sustainability
Information Statement
14 Our Strategy for Growth
16 Our Strategic Pillars
16 Technology and Innovation
18 People
20 Customer Experience
22 Our Business Model
24 Key Performance Indicators
26 ESG Strategy
28 Materiality Assessment
30 Engaging our workforce
32 Enhancing our ED&I initiatives
34 Responding to a sustainable
world of work
36 Reducing our environmental
impact
38 Task Force on Climate-related
Financial Disclosures (TCFD)
44 Supporting our communities
46 Being a responsible business
48 Stakeholder Engagement
50 Financial Review
52 Principal Risks and Uncertainties
59 Section 172 Statement
Corporate Governance
60 Chair's Introduction to Corporate
Governance
62 Report of the Board
69 Report of the Audit and Risk
Committee
72 Report of the Nominations Committee
74 Report of the Remuneration Committee
98 Directors’ Responsibility Statement
99 Directors’ Report
Financial Statements
103 Independent Auditor’s Report
111 Consolidated Income Statement
111 Consolidated Statement of
Comprehensive Income
112 Consolidated Balance Sheet
113 Consolidated Cash Flow Statement
114 Consolidated Statement
of Changes in Equity
115 Statement of Accounting Policies
122 Notes to the Group Accounts
142 Company Balance Sheet
143 Company Statement
of Changes in Equity
144 Notes to the Company Accounts
Overview Strategic ReportOverview Financial StatementsCorporate Governance
Annual Report and Accounts 2023 Robert Walters plc 1Annual Report and Accounts 2023 Robert Walters plc 1
2023 Overview
3%
£1,064.1m
Revenue
2022: £1,099.6m
10%
Net Fee Income (Gross Profit)
2022: £428.2m
£386.8m
55%
Operating Profit
2022: £58.2m
£26.3m
63%
Profit Before Taxation
2022: £55.6m
£20.8m
No change
No change
Ordinary Dividend Per Share
2022: 23.5p
23.5p
64%
Basic Earnings Per Share
2022: 56.2p
20.1p
Glassdoor rating
2022: 4.2
4.2
2%
Employee engagement score
2022: 79%
77%
Strategic Report
Overview
Financial Statements
Corporate Governance
Strategic Report
2 Robert Walters plc Annual Report and Accounts 2023
Robert Walters Group at a Glance
Market-leading
global brand
Our locations
Overview
2 Robert Walters plc Annual Report and Accounts 2023
£126.3m
Net fee income
2%
£11.4m
Operating profit
Europe
% Group NFI
33%
£167.9m
Net fee income
13%
£19.3m
Operating profit
Asia-Pacific
% Group NFI
43%
2022: £17.6m operating profit2022: £37.5m operating profit
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 3
Corporate GovernanceOverview
Strategic Report
Overview
Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 3
Corporate Governance
£60.9m
Net fee income
18%
£(0.4)m
Operating loss
2022: £3.4m operating profit
UK
% Group NFI
16%
£31.7m
Net fee income
13%
£(4.0)m
Operating loss
Rest of World
The Americas, South Africa, Middle East
% Group NFI
8%
2022: £0.3m operating loss
Strategic ReportStrategic Report
Chair’s Statement
A year of change
Change, perhaps, is the only constant
in the world in which we live today. For
the Company, one of the clearest ways
in which that was seen during the past
year was in the composition of the
Board itself. April 2023 saw the Group’s
founder, Robert Walters, retire from
his role as Chief Executive at the time
of the AGM. Over the course of almost
40 years, Robert devoted incalculable
energy, time and dedication to building
the Robert Walters business. Perhaps
the most fitting tribute we can pay is to
say that it would have been impossible
to find another leader for the business
quite like Robert. I know I speak not just
for the Board, but for all of our people,
when I say, on a personal level, the daily
involvement of Robert in the business is
greatly missed.
Nevertheless, the business needed a
new leader, and the succession and
selection process the Board ran left
it incredibly confident that the right
person to lead the Group during its
next phase of development was Toby
Fowlston. Toby assumed the role of
Chief Executive also at the time of the
AGM. Having spent most of his career
with Robert Walters, both in the UK and
leading our key Asia-Pacific business,
Toby brings vital skills in leading
successful recruitment operations,
building highly effective teams and
then motivating them to achieve
clear strategic goals. The Board was
delighted to welcome Toby as Chief
Executive and is already benefiting
from the knowledge, experience and
perspective he brings and is committed
to supporting and constructively
challenging him and his senior team
as they seek to build on a great
platform. In addition, Toby and the
Board continue to benefit from Robert
staying connected to the business in an
advisory capacity.
Board deliberations have also benefited
from the input of the Group’s new
Chief Financial Officer, David Bower,
who joined the business in September.
As a Board we are already drawing
on David’s experience, particularly
built during his time with HomeServe,
operating in different international
jurisdictions, as well as his plc
experience supporting a business
as it grew shareholder value. David’s
appointment followed the retirement of
Alan Bannatyne from the role of CFO,
also in September. Alan’s contribution
during his 21 years with the business,
16 of those as CFO, was considerable.
During those two decades the business
was transformed from a mainly UK
focused operator with fewer than 1,000
people into the highly internationally
diversified specialist talent partner that
it is today, deriving c.85% of net fee
income from outside the UK and with
over 3,900 people. On behalf of the
Board, I would like to thank Alan for the
great contribution he made.
Additionally, the Board’s Non-executive
ranks were refreshed during the year
as we welcomed Jane Hesmondhalgh
and Michaela Tod in June. Jane and
Michaela both bring considerable
international business experience,
with Jane’s gained predominantly
in the technology sector in North
America and Michaela’s in both Greater
China and North-East Asia. This rich
experience has already seen them
make valuable contributions to the
Board’s deliberations and perspective.
At the time Jane and Michaela joined
the Board, we said farewell to Steven
Cooper, who stepped down after
serving on the Board for five years.
Once again, I would like to record my
thanks to Steven for his contribution to
the development of the business.
It gives me great pleasure to introduce the 2023
Robert Walters plc Annual Report and Accounts.
I have the immense privilege of serving as Board
Chair and hope this report conveys the strengths
of the Group’s businesses, the special culture that
is lived out each day by our people and how both
of those elements were brought to bear as we
navigated a challenging business environment
during 2023.
4 Robert Walters plc Annual Report and Accounts 2023
Overview Strategic Report Financial StatementsCorporate GovernanceOverview
Annual Report and Accounts 2023 Robert Walters plc 5
Overview
Leslie Van de Walle
Chair
Robert Walters Group
A year of challenge
In deep contrast to the hiring markets
of the post-pandemic period of
2021-2022, trading conditions were
challenging in 2023, becoming
progressively tougher as the year
wore on. The impact of significantly
higher levels of inflation globally, and
the resultant higher interest rates
implemented by global monetary
authorities in response, have been well
documented and acted to dampen
client and candidate confidence
through the year.
In this context I am extremely proud
of the resilient performance of the
Group during 2023. Though Group
financial performance, set against
the all-time record fee income and
profit performance of 2022, was
clearly impacted by the external
environment, all parts of our business
demonstrated resilience and some
parts of our business did see growth.
Belgium particularly stands out for its
fantastic performance in recording
double-digit net fee income growth on
an already record prior year, whilst our
Japan business was incredibly resilient,
broadly holding net fee income in line
with the prior year.
Sustainability
The Group’s approach to sustainability
is informed by our purpose of
powering people and organisations
to fulfil their unique potential. To
bring this to life, in 2023 our business
helped place over 42,000 candidates
in new roles, thereby helping c.10,000
organisations. This purpose helps
shape and focus the contribution we
can make to a sustainable future. To
take one element – the environment
– a future state consistent with the
Paris Agreement can only be achieved
if businesses find and retain the
right talent to deliver the solutions
required for marked decarbonisation
throughout the value chain.
Given our purpose and business
model, and with the help of an
external consultancy, back in 2022 we
reflected on how we could make the
biggest difference to help deliver a
sustainable future. We published this
framework in last year’s annual report
and our priorities are outlined in the
six pillars of our ESG strategy. Within
this we have also reported on progress
against our targets during 2023, and
I am pleased to say we took some
significant strides forward during the
year (see ESG Strategy from p26).
Dividend
Given the strength of the Group’s
balance sheet and the Board’s
confidence in the medium to long
term outlook and performance of the
business, the Board is proposing a final
dividend of 17.0p per share. Together
with the interim dividend of 6.5p per
share paid in September 2023, this takes
the total dividend for the year to 23.5p,
in line with that for the prior year.
Looking ahead
I started this statement by reflecting
on change being the only constant in
the global business environment, and
looking out over the rest of 2024 only
serves to reinforce that view. The Group’s
strategic decision to balance sensible
management of its cost base with
maintaining its core consultant capacity
is founded on our prior experience in
trading through cyclical hiring markets.
When client and candidate confidence
becomes entrenched and markets move
past the inflection point, momentum
builds quickly – and we are determined
to be well-placed to strengthen our
positions in our key markets.
Consistent data to suggest such a trend
is in place is not yet with us. However,
in such a time we focus on the things
that are in our control, and Toby and
the rest of the management team
are undertaking a set of initiatives to
strengthen the business even further.
As I close this introductory welcome, I
would like to thank all of our people for
their passion, dedication and hard work
over the last year.
Leslie Van de Walle
Chair
7 March 2024
Strategic Report
6 Robert Walters plc Annual Report and Accounts 2023
Strategic Report
Chief Executive’s Statement
Toby Fowlston discusses the
Group's performance in 2023
and looks ahead to key areas
of focus for the business.
6 Robert Walters plc Annual Report and Accounts 2023
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 7
Corporate GovernanceOverview
One of the great strengths of
this business is the extent of our
international diversification.”
Toby Fowlston
Chief Executive
You’ve been with the
Group over 20 years.
How has your career
journey unfolded over
that time?
2024 marks my 25th year with Robert
Walters. Enough time to enable me to
form the impression, biased though I
clearly am, that it’s a fantastic place to
build your career. I initially qualified as
a solicitor in the 1990s, which gave me
a great insight into the skills needed to
serve clients well and boost your firm,
however it also enabled me to see
that pursuing a legal career ultimately
wasn’t for me. I loved working with
people, seeing what motivates them
and learning from a diverse range of
individuals from different backgrounds,
and so I joined Robert Walters in
1999 to recruit into the London
finance sector. Within our business,
I’m not alone in first having qualified
in a professional discipline – which
helped the transition to the specialist
professional recruitment offering of
Robert Walters.
From there I was given the opportunity,
privilege and responsibility of leading
progressively larger teams in the
London operation, culminating with
leading the whole London recruitment
business. By this time I had a good
understanding of the Robert Walters
culture, not least the relationships
of deep trust we look to build with
clients and candidates, and so it was
fantastic to be given the opportunity
to head up our recruitment operations
in South-East Asia, which I did for five
years based out of Singapore. I was
able to build on the strong foundation
of our global brand in a very different
culture, whilst understanding the local
market landscape and building tailored
relationships with clients there. This
was an excellent grounding for then
serving as CEO of the whole Asia-
Pacific business for two years. With
Asia-Pacific being our largest segment,
this gave me an invaluable perspective
as I moved back to the UK in 2021 as
CEO of the Robert Walters and Walters
People brands globally, and then as I
took on the responsibility of Group CEO
in April 2023.
How would you
summarise how the
business performed
in 2023?
2023 was a challenging year in most
hiring markets globally. For a talent
partner with a presence in such a
breadth of geographical markets as
Robert Walters, this perhaps made
the last year unlike any other that
has preceded it in terms of the sharp
correction in market conditions. 2022
had already seen geopolitical volatility
and uncertainty, combined with pent-
up consumer demand following the
lifting of most Covid-19 restrictions
globally, start to drive significantly
higher inflation. In 2023 we saw
the anticipated bounce-back in the
Chinese economy fail to materialise,
and consolidation of a sharply rising
interest rate cycle across many
countries, with a resultant cooling in
global labour markets.
Against this context I’m very proud
of the resilience our business has
demonstrated, with Group net fee
income down 8%* on a record prior
year comparative, and profit before tax
of £20.8m. One of the great strengths
of this business is the extent of our
international diversification. This
diversification has meant that, even in
a tough year such as this one, we’ve
seen some strong performances in
our portfolio. Europe held net fee
income flat* versus the prior year.
Within this, our Belgian business was
the standout performer. In Belgium
we have strong contract and interim
businesses alongside permanent
in the mix, and Belgium not only
recorded double-digit* year-on-year
growth in each quarter of 2023, it
also grew sequentially quarter-on-
quarter through the year – a fantastic
performance. We continue to have
a very strong position in Japan, the
second largest hiring market globally.
The hyper-specialisation of that
business means we are able to pivot
to serve the most appealing sectors
of the market as and when we detect
signs of growth, and that contributed
to a resilient performance, with net fee
income marginally down (by 1%*) on a
record prior year.
*Constant currency is calculated by applying
prior year exchange rates to local currency
results for the current and prior years.
Strategic Report
8 Robert Walters plc Annual Report and Accounts 2023
Chief Executive’s Statement continued
You’ve been in the
role of CEO for around
one year now. What
are some of your early
impressions and what
will be your key focus
areas looking ahead?
I cannot overstate how much a
business like ours is, fundamentally,
powered by our people. We are, of
course, inextricably tied to global
macro-economic shifts, and a key
competency for our business is
anticipating, understanding and
exploiting those. However, more than
any other source of intelligence, we
rely on our consultants, and the close
relationships they have with clients
and candidates, to help us achieve
success year after year. Furthermore,
the centricity of people to our business
model is seen when you step back and
consider what specialist recruitment is:
being a trusted partner to clients and
candidates, supporting them through
some of the most consequential
events in their professional lives –
moments that really matter.
That explains our conviction as a
business, proven through historical
market cycle troughs, that maintaining
our core consultant capacity, of
course balanced against sensible
management of our cost base,
continues to be the right strategy. In
particular, we have maintained our
core ‘muscle’ in those markets that
excite us most, and we have let natural
attrition flow through on those fee
earner cohorts that are typically less
productive. Looking out over the rest of
2024, we will continue to maintain this
balanced and data-driven approach,
ensuring we remain rightsized to
capture opportunities as and when
they are presented.
2023 has also been a year in which, as
a society, perhaps more than ever in
the recent past, we’ve started to look
ahead to the potential changes that
technology, in particular generative
artificial intelligence (“AI”), can unleash.
We are clear that, for a business like
ours, application of AI is all about
helping our people do what they do
best – build strong relationships that
enable them to be trusted partners
to their clients and candidates. It’s
been exciting to gauge the growing
awareness that our people have of the
potential of AI to make them even more
effective partners. That has seen over
1,000 of our people join together as “AI
trailblazers”, engaging with our own
private version of Microsoft Azure Open
AI Studio to propose, test and refine
specific AI use cases for our business.
Increasingly, our consultants are
incorporating AI to enhance job adverts
and assist with sales outreach to name
just a few examples. This is only set to
gain further traction over 2024.
The other key technology focus during
the year has been on our internally
developed CRM solution. Following its
initial deployment on a minimum viable
product basis in the UAE in 2021, and
the learnings from that deployment
then being taken on in 2022, it was great
to see the rollout gather momentum
in 2023 such that the new CRM is
now being used in 50% of the Group’s
markets. The new CRM solution is
specifically built for how we function
as a business and gives us a greater
degree of future flexibility compared to
an “off the shelf” solution. Additionally,
it is supporting our consultants in
completing core CRM activities on
average two-and-a-half times quicker
than on the legacy system. Everything
we’ve learnt so far is being incorporated
into future rollouts, and this stands us
in excellent stead as we target having
the majority of our consultants migrated
onto the new CRM by the end of 2024.
My 25 years with the Group, both in the
UK and across the Asia-Pacific region,
as a consultant and then at increasing
levels of leadership, has enabled me to
see what a fantastic platform we have.
We have a strong long-run track record of
growth ahead of that of our key markets,
we are amongst the most internationally
diversified of our peer group – with
no single country market accounting
for more than a sixth of Group net fee
income, and we benefit from incredibly
strong brand equity that is synonymous
in our clients’ minds with the specialist
professional segment that we serve.
We are clear that, for a
business like ours, application
of AI is all about helping our
people do what they do best
– build strong relationships
that enables them to be
trusted partners to their
clients and candidates.”
Toby Fowlston
Chief Executive
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 9
Corporate GovernanceOverview
In my new role as Group CEO, and with
this great platform in place, what really
excites me are the opportunities to
drive an improvement in performance,
ensuring the business is well-positioned
for the shifts in the world of work that
are already underway. We are clear
there is more value we can add for our
clients and candidates by leveraging the
Robert Walters brand further across
our three key offerings of recruitment,
outsourcing and advisory – and we will
start to grasp this opportunity in 2024.
Additionally, and reflecting the desire
of the talent they need to attract,
organisations will increasingly require
products and solutions from a trusted
talent partner like Robert Walters to
help them successfully navigate and
win in the sustainable world of work.
As such, it was highly satisfying for our
pioneering ‘ESG for HR’ consultancy
solution to be recognised at the TALiNT
International Annual Recruitment
Awards. Furthermore, bringing greater
focus to bear on our conversion of net
fee income to operating profit, and
beginning to execute against a set of
initiatives to deliver this, is a key focus
for the medium-term. Underpinning
all of this will be an unwavering
commitment to keeping the needs of
clients and candidates firmly at the
heart of what we do.
In summary, I couldn’t be prouder
to lead such a great business and,
together with all of our people, I’m
excited by the opportunity we have to
deliver for our clients and candidates in
the year ahead.
In my new role as Group
CEO, what really excites
me are the opportunities
to drive an improvement
in performance.”
Toby Fowlston
Chief Executive
Strategic Report
10 Robert Walters plc Annual Report and Accounts 2023
Operating Review
The Australia business was impacted
by the notable cooling through the year
in the wider Australian hiring market – a
more material drop-off versus the 2022
peak activity levels than seen in other
regional markets. Lower levels of client
confidence drove some larger clients
to markedly slow or even pause hiring
during the year, leading to lower activity
levels as a result.
Performance in Greater China did
contrast slightly between H1 and H2,
with notably impacted performance
in the first half stabilising somewhat in
the second half. The anticipated bounce
back in activity in the wider economy
from the late 2022 relaxation of Covid-19
control measures did not materialise, as
evidenced by three consecutive months
of contracting manufacturing activity
(measured by PMI surveys) as the first
businesses of France (down 3%*) and
the Netherlands (down 5%*), particularly
during the second half of the year.
Belgium was the standout performer
in Europe and the Group during 2023,
with trading momentum accelerating
as the year progressed (H1: up 14%*, H2:
up 28%*), notably driven by its interim
business which places mid to senior-
level talent. The German business also
performed strongly, recording its highest
ever net fee income performance
(against an already record 2022) and
taking opportunities to grow its coverage
following the opening of the Berlin office
during 2022.
Meanwhile, in France and the
Netherlands, good first half net fee
income growth (up 3%* in France, up
4%* in the Netherlands) gave way to
half came to a close. The rate of decline
moderated in the second half, with
Mainland China H2 net fee income down
10%* year-on-year (H1: -40%*).
North-East Asia, the majority of which
is the Japan business, registered
the most resilient performance
throughout Asia-Pacific, with H1 net
fee income down 2%*, improving to
growth of 1%* in the second half.
Well-positioned to serve the needs
of the highly developed Japanese
hiring market – the second largest
hiring market globally – and reflecting
the competitive differentiation of
the Robert Walters brand, the Japan
business has a breadth of discipline
specialisms, enabling it to pivot to
service parts of the market seeing the
most attractive growth.
a weaker second half performance
(France: H2 down 9%*, Netherlands: H2
down 13%*). The combination of higher
inflation and a lower growth macro-
economic outlook served to increase
caution and hesitancy among both
clients and candidates. Nevertheless,
as is true of other developed hiring
markets globally, the French and Dutch
labour markets remain very tight and
extremely favourable for the highest
skilled candidates who continue to be
sought after.
Asia-Pacific (43% of
Group net fee income)
The Group’s Asia-Pacific business
comprises the recruitment offering
in North-East Asia (Japan and South
Korea), Australia & New Zealand,
South-East Asia (Indonesia, Malaysia,
Philippines, Singapore, Thailand and
Vietnam) and Greater China (Mainland
China, Hong Kong and Taiwan), as well
as the region-wide outsourcing and
advisory offering through Resource
Solutions. Resource Solutions
accounted for 11% of Asia-Pacific 2023
net fee income.
Net fee income was down 9%* year-on-
year, most notably driven by Australia
(-19%*) and Greater China (-19%*).
North-East Asia (flat*) delivered a more
resilient performance.
Europe (33% of
Group net fee income)
The Group’s Europe business largely
comprises the recruitment offering
in Northern Europe (Belgium, France,
Germany, Republic of Ireland, the
Netherlands and Switzerland) and
Southern Europe (Italy, Portugal and
Spain). Outsourcing and advisory
services through Resource Solutions
accounted for 1% of 2023 Europe net
fee income.
Net fee income was flat* year-on-
year, with an outstanding result in
Belgium (up 21%*), strong performance
in Germany (up 8%*) and good
momentum in the nascent Italy
business (office opened Q2 2022) offset
by a more challenging market backdrop
in the Group’s largest European
2023 2022 % change
% change
(constant
currency*)
Net fee income £167.9m £193.8m (13%) (9%)
Of which Resource Solutions £18.8m £22.0m (14%) (13%)
Operating profit £19.3m £37.5m (48%) (45%)
Conversion rate 11.5% 19.3% (780) bps n/a
2023 2022 % change
% change
(constant
currency*)
Net fee income £126.3m £124.1m 2% 0%
Of which Resource Solutions £1.4m £1.9m (28%) (31%)
Operating profit £11.4m £17.6m (35%) (37%)
Conversion rate 9.0% 14.2% (520) bps n/a
*Constant currency is calculated by applying prior year exchange rates to local currency results for the current and prior years.
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 11
Corporate GovernanceOverview
London recruitment was not immune
to the more challenging sectoral
backdrop for the financial services
and technology industries. Much lower
levels of venture capital funding for
technology start-ups acted as both a
headwind on new vacancies, as well
as driving job losses – with both client
and candidate confidence severely
impacted as a result. The legal and
accounting disciplines held up better in
London, albeit both saw some further
softening in the second half compared
to the first.
Performance in the regions was fairly
even across the year, underpinned by
accounting – where the Robert Walters
brand has a long-developed specialism
and is recognised as such by clients.
Hiring markets were weak in North
America, particularly in technology
where the Q1 failure of Silicon Valley
Bank dented confidence in funding
the sector. As the year progressed,
job losses at larger and more
established technology firms added
to much reduced levels of venture
capital funding available to fledgling
technology companies, acting to
dampen sector sentiment amongst
both clients and candidates.
In Mexico, a more benign macro-
economic backdrop (growing
employment levels, inflation falling
towards low-single digits) combined
with market share gains to drive
a strong, profitable performance.
Under new leadership as 2023 closed,
the UK business will sharpen
focus on productivity and cost
management, whilst seeking to
take further share across its key
disciplines as market conditions
continue to favour stronger players.
Meanwhile in South Africa, which also
serves markets in west and east Africa,
the business continued to benefit from
the strong Robert Walters brand and
candidate networks built over the last
several years, driving a double-digit
conversion rate.
Our Rest of World segment gives us
good positions in some of the most
attractive hiring markets of the future
which, over time, have the potential to
become good profit contributors.
UK (16% of Group
net fee income)
The Group’s UK business comprises
the recruitment offering in London
and the regions, and outsourcing and
advisory through Resource Solutions.
The Resource Solutions segment is
the most material in the UK of any
of the Group’s reportable segments,
accounting for more than 50% of 2023
net fee income.
Net fee income was down 18%
year-on-year, with recruitment in
London (down 29%) having the most
challenging performance, recruitment
in the regions seeing more resilience
(down 7%) and Resource Solutions
down 16%.
Rest of World (8% of
Group net fee income)
The Group’s Rest of World business
comprises the recruitment offering
in North America (Canada and USA),
South America (Brazil, Chile and
Mexico), the Middle East and South
Africa, as well as the region-wide
outsourcing and advisory offering
through Resource Solutions. Resource
Solutions accounted for 40% of Rest of
World 2023 net fee income.
Net fee income was down 12%* year-
on-year, with challenging conditions
in North America (down 40%*) and as
faced by Resource Solutions (down 11%*)
partially offset by growth in Mexico (up
68%*) and South Africa (up 38%*).
2023 2022 % change
Net fee income £60.9m £74.0m (18%)
Of which Resource Solutions £34.3m £41.1m (16%)
Operating (loss)/profit £(0.4)m £3.4m n/m
Conversion rate (0.7%) 4.6% (530) bps
2023 2022 % change
% change
(constant
currency*)
Net fee income £31.7m £36.3m (13%) (12%)
Of which Resource Solutions £12.6m £14.4m (13%) (11%)
Operating profit £(4.0)m £(0.3)m n/m n/m
Conversion rate (12.6%) (0.8%) (1180) bps n/a
*Constant currency is calculated by applying prior year exchange rates to local currency results for the current and prior years.
12 Robert Walters plc Annual Report and Accounts 2023
Market overview
The Group serves both the staffing and
recruitment process outsourcing (“RPO”)
markets. These markets are characterised by
some distinct features, which are set out in
more detail below.
Source: Staffing Industry Analysts, Global Staffing Market estimates & forecasts
(November 2023)
Non-financial and Sustainability Information Statement
25%
20%
15%
10%
5%
0%
-5%
Global Staffing Market
year-on-year revenue growth
2021 2022 2023e
23%
5%
Strategic Report
-2%
Overview Strategic ReportOverview Financial StatementsCorporate Governance
Annual Report and Accounts 2023 Robert Walters plc 13
Staffing
The Group seeks to address the
segment of the global staffing market
that is driven by the placement
of specialised professionals into
permanent, contract or interim roles.
Management estimates are that this
portion accounts for between 10-20%
of the $600bn
1
global staffing market.
The market globally saw strong
double-digit rates of growth in
2021 and the first half of 2022, as
economies rebounded strongly from
the Covid pandemic and corporates
competed fiercely to address their
talent needs as a result. This drove
both volume growth (as seen in
materially higher levels of vacancies
across several markets) and value
growth (as seen in significantly higher
levels of wage inflation).
This rate of growth began to
moderate in the latter part of 2022.
This moderation was first seen on a
volume basis (i.e. a falling number of
total vacancies, albeit still very high
compared to historical levels) and
was driven by significantly higher
levels of general price inflation in
the wider economy (exacerbated by
geopolitical conflict), rising global
interest rates and the resultant
dampening effect on the outlook for
global economic growth. This trend
continued in 2023, with a mixed
picture in the performance of the
staffing market in individual countries
netting out to an overall moderate
decline in the value of the total
market when set against 2022. More
recently, the moderation in growth
has also been seen in lower levels of
wage inflation.
Notwithstanding this, the structural
long-term growth drivers of the
staffing market have been brought
into even sharper relief during 2023.
Perhaps the most significant of these,
particularly in developed markets, is
the acute labour and skills shortage,
which itself is effected by the twin
underlying trends of ageing societies
and the rapid pace of technological
change. For example, in Japan, the
working age population is expected to
decline rapidly from the latter part of
this decade, meaning that the country
may face a shortage of more than
10m workers by 2040
3
.
This outlook only serves to increase
to corporates the value of a talent
partner with the necessary specialist
competencies, candidate networks,
international infrastructure and local
market knowledge and intelligence.
Recruitment process
outsourcing
RPO is the partial or full outsourcing
of a corporate’s internal recruitment
function to a third-party specialist
provider with the necessary skills
and tools to effectively take on
the role of the client’s recruitment
function. Globally, the RPO market is
sized at c.$6bn
2
.
Mirroring the staffing market, the RPO
market saw comfortably double-digit
rates of growth in 2021-2022, whilst
the clouded macro picture in 2023 has
meant more moderate growth more
recently. However, over the longer
term, and in contrast to the staffing
market, macro-economic headwinds
do act as something of a stimulant
to demand in the RPO market, with
the requirement to optimise talent
needs in a more unsettled economic
environment driving a need for greater
flexibility in talent acquisition models.
In commercial terms, this feature
drives some of the natural hedge
effects that RPO can bring alongside
permanent hiring in the portfolio.
In common with the staffing market,
the labour and skills shortage
significantly underpins the long-term
development of the RPO market. The
other notable trend projected to
grow the RPO market over the near
term at a rate well above global GDP
growth is the increasing propensity for
corporates to need providers to fulfil
and provide additional elements of the
RPO value chain above and beyond
the traditional “core” suite of sourcing,
selection and contracting. Advising on
employer branding, conducting talent
mapping and assisting with corporates’
equity, diversity and inclusion (ED&I)
agendas are increasingly service
offerings which RPO buyers are
desiring from suppliers.
Key takeaways
Though not immune to shorter-term
fluctuations driven by macro-economic
conditions, the staffing and RPO
segments are both large, structural
growth markets. The provision of
staffing and RPO in many ways requires
distinct competencies, infrastructure
and networks, however corporates are
increasingly seeking providers that are
able to provide both.
Corporate GovernanceStrategic ReportOverview
1. Source: Staffing Industry Analysts, Global Staffing Market estimates & forecasts (November 2023)
2. Source: Everest Group, Recruitment Process Outsourcing (RPO) State of the Market 2023 (November 2023)
3. Source: Recruit Works Institute, Future Predictions 2040 in Japan (March 2023)
Overvi ew
14 Robert Walters plc Annual Report and Accounts 2023
Our strategy
for growth
Our Strategy for Growth
The Group is cognisant of the trend whereby hiring
organisations increasingly desire talent partners able
to service the full breadth of the talent agenda. This
encompasses not only the traditional service provision
of specialist recruitment and outsourcing but also, in
recent years, the growing demand for specialist talent
advisory and consulting solutions such as market
intelligence and ED&I (equity, diversity and inclusion)
audits. Provision of these advisory and consulting
services is a great way to broaden and deepen client
relationships (often giving a route into the C-suite) as
well as qualifying Robert Walters to provide additional
services. This evolving landscape informs the
framework under which the Board considers how the
Group can best serve clients and candidates across its
markets, both now and into the future.
Strategic Report
The Group’s growth strategy has
been stable for a number of years,
reflecting the long-term structural
tailwinds we have positioned ourselves
to benefit from. Demographic change,
and in particular ageing societies, will
continue to drive a global shortage of
skilled labour, making talent partners
like Robert Walters ever more valuable
to organisations as they seek the right
talent to develop and grow.
As such, as we look out across
both our existing markets and
markets which offer exciting future
opportunities, we are convinced there
is plenty more to go for. We will drive
this growth by remaining focused
on the organic levers of geographic
penetration (and expansion where
there are compelling opportunities
to do so) and discipline diversification.
Additionally, we are increasingly
mindful of the potential to enhance
growth through capital investment –
both organically and inorganically.
Overview Strategic ReportOverview Financial StatementsCorporate Governance
Annual Report and Accounts 2023 Robert Walters plc 15
Corporate GovernanceOverview Strategic Report
15 Robert Walters plc Annual Report and Accounts 2022
Overview
15 Robert Walters plc Annual Report and Accounts 2022
Geographic penetration
Geographic penetration is mainly driven
by growing the scale of Robert Walters
within countries where we have an
existing presence. Secondarily, there
are a number of attractive country
markets in which Robert Walters does
not currently have a presence and,
particularly where there are shifts in
the landscape in these markets, we will
evaluate opportunities to enter.
2023 in action
2023 saw the launch of a refreshed
Robert Walters brand in most of our
country markets. This brand refresh
was predominantly launched via digital
channels (both owned and third-
party) and has helped drive greater
geographic penetration. For example, in
New Zealand, the first country market
to launch the new brand in early 2023,
website traffic more than doubled year-
on-year, driving a double-digit increase
in revenue from the website versus the
prior year.
As we look out across both
our existing markets and
markets which offer exciting
future opportunities, we are
convinced there is plenty
more to go for.
Discipline diversification
In newer and emerging markets, this is
driven by adding coverage of adjacent
disciplines. In the Group’s larger and
more established markets, this is driven
by developing even more dedicated
specialist coverage within a particular
discipline (“hyper-specialisation”),
underpinned by the strength of client
relationships, candidate networks and
local market intelligence.
2023 in action
During 2023, the Robert Walters
business in Japan further developed
the highly specialised discipline
coverage it has built over time and
which is a key source of competitive
advantage. Robert Walters teams
helping employers in the mobility
industry with their talent needs were
further focused on sub-specialisms
within mobility such as business
development and engineering.
Strategic pillars
To deliver the Group’s growth strategy,
we are highly focused on execution
against five key strategic pillars:
1. Productivity
2. Technology and innovation
3. People
4. Customer experience
5. Data
Our efforts on productivity and data
are at an earlier stage of maturity
compared to those on technology
and innovation, people and customer
experience. We delve a little deeper
into our activities on these three in the
following pages.
16 Robert Walters plc Annual Report and Accounts 2023
Strategic Report
Our Strategic Pillars: Technology and Innovation
Embracing technology
to power human
connections
2023 saw the power of technology and automation
accelerate rapidly. Harnessing the expertise and
agility of our technology and transformation team,
we focused our time, energy and investment on
enhancing what is core to our business – enabling
our recruitment consultants to build strong,
personal relationships and deliver exceptional
customer experiences.
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 17
Corporate GovernanceOverview
A business-wide
approach to
transformation
We are now well into our
transformation journey and our
goal remains the same – to utilise
technology and automation to support
our consultants to build strong,
personal relationships and deliver
exceptional customer experiences.
The foundational building blocks of our
approach are now firmly established
and we are focused on improving every
aspect of how we do business by
creating greater efficiencies, improving
productivity and driving innovation.
Zenith, our bespoke
CRM system
The roll-out of Zenith, our bespoke
customer relationship management
(CRM) system, continued successfully in
2023. Zenith is designed by our business,
for our business, ensuring that we can
implement the features and functionality
that allow us to deliver the highest levels
of service to our clients and candidates.
We completed deployments in South-
East Asia, Mainland China, Hong Kong
and Taiwan, with Zenith now live in
50% of our locations around the world.
New features were also rolled out
during 2023, improving the experience
for users, including a new terms and
conditions feature allowing easy access
to multi-regional contracts to maximise
cross-selling opportunities, and an
integration with our job advert platform
so that consultants can post ads directly
from Zenith making it easier to attract
candidates. We are on track to have the
majority of our consultants on Zenith by
the end of 2024.
Our vision for Zenith is to equip our
consultants with intuitive, consumer-
grade technology that empowers them
to deliver exceptional service and
focus on the moments that matter
in the recruitment process through
the utilisation of specialised tools,
AI-driven capabilities and seamless
integrations. We aim to revolutionise
how we build and nurture long-term
candidate and client relationships,
enabled through a CRM tailored to the
needs of our business and customers,
boosting productivity and driving
sustainable growth.
Automation and AI
powering productivity
Generative AI swept into our world in
2023, and as a business we were ready
to harness the potential to innovate,
improve and inspire.
Our innovation strategy has always
been clear: we embrace the latest
technologies to enhance our
productivity and save time, enabling
us to focus on the strategic, human
connections that power our business.
As a Group, we are committed to
ensuring that our people have safe,
secure access to learn how to use AI as
an accelerator in their working lives.
In July 2023, we launched our OpenAI
Playground, our own private and
secure version of ChatGPT (enabled
in our Microsoft Azure environment),
giving us the ability to trial new ways of
working with AI with total security and
confidence. To engage our people in
the programme, we invited employees
globally to join an internal collaboration
group called the AI Trailblazers.
The AI Trailblazers group is now a thriving,
global, online community where our
people can learn, interact with each
other and our innovation specialists,
and, most importantly, share ideas and
test potential use cases for AI in their
everyday working lives. Embedded in
this explorative approach, our innovation
team has been capturing the use cases
with the highest potential for productivity
impact, in order to develop AI-powered
apps within our core tech stack for the
wider business.
Through a truly collaborative
approach we’re working together as
a business to harness the power and
opportunities of AI and automation
to allow us to focus on what’s most
important to our business – building
long-term relationships and delivering
exceptional service.
Kevin Bulmer
Chief Technology
& Transformation
Officer
Robert Walters Group
Our vision for Zenith is to
equip our consultants with
intuitive, consumer-grade
technology that empowers
them to deliver exceptional
service and focus on the
moments that matter.”
Kevin Bulmer
Chief Technology
& Transformation Officer
Robert Walters Group
Strategic Report
18 Robert Walters plc Annual Report and Accounts 2023
Our Strategic Pillars: People
Creating a
high-performance
culture where our
people can thrive
As a business, our strength lies in our people
and the exceptional quality of service they
deliver every day to our clients, candidates and
colleagues. We empower our teams to thrive in
the vibrant, dynamic and collaborative culture
we’ve built, and we’re passionate about giving
our people the tools, support and development
opportunities to build long-term successful
careers with us. By attracting and retaining
exceptional people, we can build a strong
and sustainable business.
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 19
Corporate GovernanceOverview
Setting the standard
of excellence
We were proud to launch our
leadership behaviours framework
in 2023, a defined global standard
for what ‘great’ behaviours look like
from our people leaders, centred
around three key principles – leading
with authenticity, care and an
entrepreneurial mindset (ACE). The
three principles create a holistic
framework to guide behaviour – how
we lead ourselves, how we lead our
teams, and how we lead the business
forward. Leaders are assessed not just
on the results they deliver, but how
they go about delivering those results.
We also launched our new code
of conduct, setting out the global
standards that guide the actions
and behaviours of all of our people,
in every location around the world.
The code of conduct is built around
three guiding principles; looking after
ourselves and others, doing business
fairly and protecting our reputation.
Embedding
collaboration
and teamwork
As a global business built on teamwork
and collaboration, our Global Explorer
Programme promotes knowledge-
sharing and learning between our
people around the world to further
support geographical penetration and
discipline diversification. In 2023, 19
high-performing employees took part
in our Global Explorer Programme, each
visiting an international office for a week,
meeting with team members and senior
leaders to share insights, learn and build
connections that will last a lifetime.
Creating a culture of
continuous learning
We know that by equipping our people
with the skills and knowledge they need
to excel in their roles, they will be set
up to have successful and meaningful
careers with us. To support this, we have
an agile approach to learning, developing
capabilities across all levels while
ensuring leaders are offered bespoke
development support to set them up for
success and equip them to set the right
tone and expectations for the teams
they lead.
Our new online learning platform, The
Learning Hub, is launching in March
2024 and leverages best-in-class
technology to support the growth
and development of all our people.
Supported by over 160 ambassadors to
ensure high levels of adoption globally,
we have also matched over 500
people in the business to the training
programmes they will be responsible
for or deliver online, ensuring we ‘train
the trainer’ so they are all equipped to
deliver high quality training outcomes.
Building successful,
meaningful careers
We have mapped career pathways based
on a skills-first approach to ensure our
people are not only supported in their
current role but also given the tools to
build their careers and progress with us,
creating an agile workforce fit for
the future.
We launched our Women's Leadership
programme, which is helping us to
develop the next generation of senior
female leaders in our business through
one-to-one coaching and mentoring.
Additionally, any senior leader stepping
into a new role has a conversation with
the talent development team about
how the business can set them up for
success, which could involve coaching,
mentoring or external executive
education such as business school.
Indy Lachhar
Chief People Officer
Robert Walters Group
We’re proud to invest in our
people to help them thrive
and be the best they can
be at work, building a high-
performance culture driven
by leaders and embedding
continuous learning at every
stage of our people’s careers
to build a sustainable future
for our business.”
Indy Lachhar
Chief People Officer
Robert Walters Group
Strategic Report
20 Robert Walters plc Annual Report and Accounts 2023
Our Strategic Pillars: Customer Experience
People powering
the moments that
matter
As a people business, our clients,
candidates and colleagues are at the heart
of everything we do, and by focusing on
delivering exceptional experiences we
are able to power the collaborative and
long-lasting relationships that drive our
business. Our continued vision for our
customer experience (CX) programme
is that, by using technology as an enabler,
we make working with us the best and
easiest decision for our candidates,
clients and colleagues.
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 21
Corporate GovernanceOverview
Voice of Customer
programme
Voice of Candidate – we continued
to build our net promoter score
(NPS) programme in 2023, looking at
finding ways to ensure that we are
asking candidates the right questions
at the right time, reaffirming our
commitment to continually enhancing
the candidate experience.
Voice of Client – in 2023, we
expanded our Voice of Customer
programme to include the Voice
of Client. This was our first global
listening programme, supported by
an external market research firm,
which gathered objective insights from
our clients on their perception of our
service and areas for improvement.
Feedback was overwhelmingly
positive, with 86% of respondents
indicating they would use Robert
Walters again. The feedback received
has allowed us to align our services
more closely with our clients' needs
and expectations, ensuring even more
open lines of communication and
improving and enhancing our post-
placement engagement.
Voice of Contractor – we completed
a Voice of Contractor programme
globally, which, to fully understand the
specific needs and expectations of
our contractors in different markets,
was tailored to each individual region.
This has enabled us to make region-
specific improvements, including the
streamlining of onboarding processes
and enhanced benefits packages.
Candidate
management
Building on our commitment to deliver
exceptional service to our candidates,
in 2023 we took an in-depth look at
the key engagement points where, as
a true recruitment partner, we can
have the most influence and biggest
impact, measured through our NPS
programme. These ‘moments that
matter’ are: the very first time we
engage with our candidates, the point at
which they go for an interview with our
clients and the point at which we place
them. By focusing on improving our
communication and support for each
candidate at these key points, we ensure
that we are delivering the service that
they expect. We truly believe that every
interaction matters and contributes to
the overall candidate experience.
Delivering a great
experience for our
contractors
Recognising the importance of
our contractor workforce and the
opportunity we have to ensure every
engagement with us makes their
lives easier, we remained dedicated
to delivering a first-class experience
for them. To improve our efficiency
and productivity, push notifications
from our customer relationship
management (CRM) system alert our
consultants when their contractors'
assignments are nearing completion.
In 2023, this proactive approach
resulted in over 5,500 redeployments
of existing talent, thus keeping
our valued contractor workforce
connected to us.
Looking ahead
As we move into 2024, we’re excited
about the ongoing evolution of our
CX programme. We will continue to
listen to our customers and adapt our
services to meet their needs. We are
currently developing a client version
of our NPS, which we will roll out in
2024. This will provide us with a more
complete picture, as we can match
the sentiment of our candidates and
clients at the moments that matter
along their engagement journeys and
understand how the hiring experience
has been for both.
Sinead Hourigan
Global Head
CX, Commercial
and Advisory
Robert Walters Group
We take a holistic
approach to customer
experience, focusing not
only on candidates and
clients but also our
colleagues – with a
programme of activity
for each audience.”
Sinead Horigan
Global Head
CX, Commercial and Advisory
Robert Walters Group
22 Robert Walters plc Annual Report and Accounts 2023
Our Business Model
Business Model
At Robert Walters, each day, the focus for all of our 3,900 people,
wherever they are in the globe, is helping the business be the
future first choice for the clients and candidates we serve. This
focus has been inherent in our approach to business since the very
first candidate was placed almost forty years ago, and it remains
the guiding principle in how we set ourselves up to succeed
today. To make ourselves the future first choice, we seek to focus
rigorously on doing four key things consistently well.
The key elements
that drive our
business model
Build a culture that
people want to be part of
As a people business above all
else, culture is the starting point for
our model. We focus on building a
culture that people want to be part
of, contribute to and feel they belong
in. Our leaders and people managers
play a major role in modelling our core
principles and valued behaviours, and
this is then reinforced for our people
more widely through how we train,
recognise, incentivise and promote.
Attract fee earners
who are specialists
in their field
One of the ways our model is
differentiated is in the specialist expertise
upon which consultants can draw for the
benefit of their clients and candidates.
For some of our consultants this means
that, prior to joining Robert Walters,
they have worked in the disciplines
they then go on to recruit into. All of our
consultants know that taking the time to
deeply understand the sectors in which
their clients and candidates operate in
will enable them to become ever more
trusted advisers. As such, they prioritise
understanding their candidates and
therefore building stronger networks,
and staying close to the end markets in
which their clients operate.
Motivate and
incentivise our people
to deliver the best
results together
The way in which we motivate,
recognise and reward our people
further helps to embed the behaviours
and principles we believe are critical
for success. We operate a team-based
profit share for our fee earners instead
of individual commission. This actively
promotes the sharing of ideas and
ensures the needs of our candidates
and clients always come first.
Support our fee earners
with the right tools
and free up their time,
enabling them to focus
on their clients and
candidates
Our consultants are trusted advisers
and partners to their clients and
candidates, and so we give them
the best possible platform and
toolkit to deepen and enhance these
relationships of trust. Time is a critical
resource, and we’re seeking to harness
fast evolving technological change (e.g.
the deployment of AI to reduce human
time given to standardised tasks) on
behalf of our consultants so they can
spend even more time with their clients
and candidates.
Strategic Report
Overview Strategic ReportOverview Financial StatementsCorporate Governance
Annual Report and Accounts 2023 Robert Walters plc 23
Corporate GovernanceStrategic ReportOverview
Powering people
and organisations
to fulfil their
unique potential
Support
our fee earners with
the right tools and
free up their time, to
focus on their clients
and candidates
Attract
fee earners
who are specialists
in their field
Build
a culture
that people want
to be part of
Motivate
and incentivise
our people to deliver
the best results
together
Strategic Report
24 Robert Walters plc Annual Report and Accounts 2023
Strategic Report
Key Performance Indicators
£386.8m
Definition
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, consulting and payrolling
margin earned by Resource Solutions.
Analysis
Net fee income decreased by 10% against a record
prior year comparative, driven by softening macro-
economic conditions as the year progressed in many of
the Group’s markets.
Net fee income
(2022: £428.2m)
24 Robert Walters plc Annual Report and Accounts 2023
10%
30
Definition
Debtor days represents the length of time it takes
the Group to receive payments from its clients. It is
calculated by reference to the number of days’ billings
it takes to cover the debtor balance.
Analysis
Debtor days declined in 2023 as continued tight credit
control was accompanied by shift in mix of fee income
to markets in which shorter payment terms prevail.
(2022: 35)
Debtor days
5 days
(2022: 83%)
International mix
Definition
International mix represents
non-UK net fee income expressed as a percentage
of total net fee income.
Analysis
The Group saw further mix shift towards its non-UK
businesses as regions such as Europe (net fee income
up 2% year-on-year) were more resilient compared to
the UK (net fee income down 18% year-on-year).
84%
1%
£26.3m
Definition
Operating profit represents net fee income less
operating costs.
Analysis
The much lower operating profit was driven by the
operating leverage impact on the lower net fee income.
(2022: 58.2m)
Operating profit
55%
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 25
Corporate GovernanceOverview
Annual Report and Accounts 2023 Robert Walters plc 25
Strategic Report
Overview
Financial StatementsCorporate Governance
(2022: £172.0k)
Productivity
£151.5k
Definition
Productivity represents the total net fee income
generated per fee earner.
Analysis
Consultant productivity declined during 2023, reflecting
the lower placement volumes driven by more challenging
macro-economic conditions and the consequent impact
on client and candidate confidence.
£20.5k
£79.9m
Definition
Net cash represents the Group’s cash and short-term
deposits less bank overdrafts and borrowings.
Analysis
The Group's business model continues to be highly
cash generative, with 2023 cash conversion of 207%
(2022: 102%).
(2022: £97.1m)
Net cash
18%
4.2
Definition
The Glassdoor rating recognises companies that
embrace transparency and engage with jobseekers.
Analysis
The Group maintained its good 4.2 out of 5 rating in 2023.
(2022: 4.2)
Glassdoor rating
Definition
Earnings per share is defined as profit for the year
attributable to the Group’s equity shareholders,
divided by the weighted average number of shares in
issue during the year.
Analysis
The year-on-year decrease reflects the underlying
trading performance.
(2022: 56.2p)
Basic earnings
per share
20.1p
64%
No change
Strategic Report
26 Robert Walters plc Annual Report and Accounts 2023
Strategic Report
ESG Strategy
We truly believe that a commitment to
sustainable business practices is not only the
right thing to do, but also helps us to achieve our
purpose of powering people and organisations
to fulfil their unique potential.
26 Robert Walters plc Annual Report and Accounts 2023
Our commitment
to positive impact
Being a
responsible
business
Engaging our
workforce
Our
purpose
Powering people
and organisations
to fulfil their
unique potential
Reducing our
environmental
impact
Enhancing
our ED&I
initiatives
Responding to
a sustainable
world of work
Supporting
our
communities
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 27
Corporate GovernanceOverview
Our ESG strategy is aligned to our purpose
and to the UN's Sustainable Development
Goals, creating a long-term strategy that
reflects the areas of ESG where we can
have the greatest impact.”
Toby Fowlston
Chief Executive
Robert Walters
Group
Now more than ever, it is
essential for companies
to embed environmental,
social and governance
(ESG) practices across all
aspects of their business,
not just for the benefit of
shareholders, but because
it is the right thing to do.
We’re proud to align our
ESG strategy to the UN’s
Sustainable Development
Goals, taking a long-term
strategic approach to ESG
within our business, for
our people and to help our
clients and candidates.
In 2023, we completed the first year
of our new ESG strategy, built around
six key pillars:
• Engaging our workforce
• Enhancing our equity, diversity
and inclusion (ED&I) initiatives,
both internally and for clients
• Responding to a sustainable
world of work
• Reducing our environmental
impact
• Supporting our communities
• Being a responsible business
Responsibility for implementing
our ESG strategy sits with our ESG
Committee, which is made up of
leaders from across the Group and
works closely with key stakeholders
to ensure that ESG considerations
are integrated into decision-making
at all levels of the organisation.
I'm proud that we have been publicly
recognised for our ESG strategy and
initiatives. In January 2023, the Group
was accepted as a participant of
the United Nations Global Compact,
as well as being named runner-
up in the Best Company for Social
Responsibility (Small Cap) category
at the Corporate ESG Awards 2023.
We were also listed as a constituent
member of the FTSE4Good Index for
the 15th consecutive year.
The following pages outline our
progress against our targets and
our 2023 ESG highlights.
Strategic Report
28 Robert Walters plc Annual Report and Accounts 2023
The cornerstone
of our ESG strategy
Our materiality assessment, conducted in
2022 by a specialist ESG consultancy, was
commissioned to inform the development
of our new ESG strategy by helping us
understand stakeholder perceptions of
the Group and identify the ESG issues
that most impact our business and reflect
the areas of ESG where we can have the
greatest impact.
Materiality Assessment
Designed to identify the
building blocks of a robust
ESG strategy, the materiality
assessment took a double
materiality approach looking
at both material issues that
impact our business as well
as the components of our
business that have an impact
on the economy, environment
and people.
The materiality assessment was
comprised of a peer review, to uncover
a long list of material issues for the
recruitment industry and the Group,
together with primary research in the
form of surveys and interviews with
internal stakeholders across a variety
of roles. This led to the creation of the
materiality matrix, which contains the
issues most pertinent to the Group in
2023 and 2024. This formed the
cornerstone of our new ESG strategy.
28 Robert Walters plc Annual Report and Accounts 2023
ESG Strategy continued
Materiality Assessment
Strategic Report
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 29
Corporate GovernanceOverview
Material ESG issues
Materiality line
Issues with high internal
dependency and external impact
above the materiality line are
deemed most material. They are
marked in bold.
Materiality line
External impacts
Internal dependencies
No internal
dependency
No
external
impact
High
external
impact
High internal
dependency
0
10 2 3
1
2
3
6
1
2
13
8
5
4
3
7
9
10
12
14
15
11
Material issue Internal dependencies
1 Candidate recruitment
and placement
Responding to a sustainable
world of work
2 Changing market dynamics
3 Charity and community engagement Supporting our communities
4 Climate change Reducing our environmental impact
5 ED&I Enhancing our ED&I initiatives
6 Employee wellbeing Engaging our workforce
7 Environment Reducing our environmental impact
8 Ethics and responsible business
Being a responsible business9 Health and safety
10 Human rights
11 Impact of services
Responding to a sustainable
world of work
12 Information security Being a responsible business
13 Employee engagement,
acquisition and retention
Engaging our workforce
14 Risk and crisis management
Being a responsible business
15 Supply chain
Strategic Report
30 Robert Walters plc Annual Report and Accounts 2023
ESG Strategy continued
30 Robert Walters plc Annual Report and Accounts 2023
1. Engaging
our workforce
3. Continuous learning: investing in
learning and development for all of our
people to ensure we build the skills
our business needs for the future.
4. Wellbeing: creating an environment
where our people are supported to
be at their best and ensuring our
approach to benefits supports this.
Our 2023 highlights
Actively listening
to our people
We conducted our second annual
employee engagement survey in 2023,
partnering with employee engagement
specialists Glint to provide the
technology platform for the survey.
86% of our people completed the
survey, up from 82% last year, and
the percentage of our people who
feel aligned to our company purpose
increased to 79%. Our overall
engagement score was 77%, which is
above the Glint industry benchmark.
We empowered our teams to
discuss their feedback and, together,
implement meaningful actions.
Based on our people’s feedback, our
key strengths were that our people
believe meaningful action will be taken
as a result of the survey, that their
opinions count and that regardless
of background, everyone has an
equal opportunity to succeed. The
three key areas of opportunity that
were identified at a global level were
benefits, belonging and wellbeing.
To take action in these areas, we
mapped and reviewed our benefits
packages in each region and improved
these over the course of the year where
we could. We’re taking the time to
further understand what it truly means
to ‘belong’ at the Group and empower
our people to identify how they can
foster a sense of belonging in their
work every day. And we’ve focused
on ensuring our people are equipped
with the right wellbeing awareness and
education tools and resources.
Our employee engagement survey,
together with the half-year pulse check-
in survey that we conducted in the latter
part of the year, form the backbone of
our continuous listening programme.
This is supported by a robust
programme empowering our managers
with access to the data relevant to their
teams coupled with training to equip
them to have the conversations with
their teams about what engagement
means for them. Following the survey,
teams agreed over 1,700 actions
together, around themes including
better collaboration, giving people the
safe space to speak their mind, taking
effective action, boosting wellbeing and
improving communication.
Strategic Report
We’re committed to creating a work
environment that engages, supports
and empowers our employees to
develop and thrive. To do this, we
actively listen to our people, prioritise
effective communication of our
values and continuously work towards
enhancing the employee experience.
Our ambition
To be led by a purpose which
resonates with our employees and
informs our company culture. By
listening attentively to our employees
we aim to help them thrive – both
personally and professionally.
Framework of approach
We will achieve our ambition by
focusing on the following areas:
1. Bringing our purpose to life: helping our
people engage with our purpose and
understand how it's woven into the
way we work every day, inspiring them
to make a positive and meaningful
difference for our candidates, clients,
colleagues and communities.
2. Continuous listening: building a
deep understanding of our people’s
unique experiences and aspirations
to ensure we know what's most
important and how we can help
them bring their best selves to work.
People want a meaningful experience with an
employer that helps to unlock their unique potential.
Our purpose – powering people and organisations to fulfil
their unique potential – underpins everything we do as a
business and is why engaging our employees and building
a great employee experience is so important to us.
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 31
Corporate GovernanceOverview
We also partner with organisations
that help people in the community
from all walks of life to fulfil their
potential, sometimes by giving them a
second chance. For example, in the UK
we’re a proud partner of StandOut, a
charity working to transform the lives
of people leaving prison, through our
RE:START initiative, giving our people
the opportunity to volunteer to provide
interview skills training and CV assistance
to people leaving prison and preparing to
re-enter the workforce.
Embedding our
purpose
Our purpose, to power people and
organisations to fulfil their unique
potential, underpins everything we do
and is embedded in our people practices
globally to ensure we continue to deliver
a world-class people experience.
In 2023, we rolled out our global Engaging
Leaders programme, designed to help
embed our purpose within our leadership
community. Leaders were given an
opportunity to discuss their personal
purpose and how they connect with our
Group purpose. This approach led to
some significant moments and stories
shared, bringing our purpose to life for
the leadership community. Following the
programme, leaders were equipped with
the tools, resources and language to talk
to their own teams about purpose and,
together, establish how they will live
our purpose.
Wellbeing
We are committed to ensuring our
people feel supported to be their best
at work. Through our global network
of wellbeing champions and mental
health first aiders we have created
a global network of our people to
help drive key wellbeing initiatives
at a global and local level, such as
World Mental Health Day, to share
resources and to provide input into
local wellbeing strategies. We have
increased awareness around the
mental health support pathways
available to our people, as well as
provided training to managers to
ensure they have the skills to support
the mental health of their teams.
Maintain or increase employees
completing the global employee
engagement survey
82%+
Employees feel aligned to our
company purpose
80%
Overall employee engagement
index score
80%
Maintain a cohort of wellbeing
champions across all key locations
Our targets
Employees completing the global
employee engagement survey
in 2023
86%
Employees feel aligned to our
company purpose in 2023
79 %
Overall employee engagement
index score in 2023
7 7%
Number of wellbeing champions
around the world in 2023
98
Our progress
and highlights
Strategic Report
32 Robert Walters plc Annual Report and Accounts 2023
ESG Strategy continued
32 Robert Walters plc Annual Report and Accounts 2023
2. Enhancing our
ED&I initiatives
Our 2023 highlights
Empowering our people
Our regional ED&I councils are key
to helping us to achieve our ED&I
goals. With ten councils now in place
globally, our 120+ volunteer ED&I
council members are tasked with
driving awareness and education
as well as championing changes to
policies and processes that underpin
our inclusive culture.
In 2023, they helped our people
globally celebrate over 25 different
cultural awareness moments including
International Women's Day, Pride,
Ramadan, Black History Month,
Holi, National Reconciliation Week,
World Mental Health Day, Africa Day,
International Day of Transgender
Visibility, Diwali and International
Men's Day.
Creating an environment where
everyone across the business feels
safe, supported and free to speak
up is essential to helping our people
feel a sense of belonging, and our
employee resources groups (ERGs)
provide a safe space and community.
Our Pride ERG for LGBTQ+ team
members and allies; Enable ERG
for people with hidden or visible
disabilities, long-term health or
neurodivergent conditions or those
with caring responsibilities for
members of those communities; and
Family ERG for working parents and
carers, now have over 500 members.
Knowing our data
In 2023, we ran our second employee
engagement survey, giving our
employees the opportunity to share
their feedback. 73% of our employees
said they felt a sense of belonging in
2023, down by 2% from last year.
We recognise that 2023 was a
challenging year for our people, against
the backdrop of difficult recruitment
market conditions and global
economic and political uncertainty,
and we’re very proud that we’re taking
active steps to not only measure the
sense of belonging our people feel,
but to identify what belonging means
in our business and the important
role it plays in our overall employee
experience.
To help our people on this journey,
we held ‘Good to Great’ internal
learning sessions for managers
on psychological safety, managing
difference and fostering belonging,
which will be available to all employees
globally in the first quarter of 2024.
Around the world we’ve been making
improvements to the way we know
and understand our people to ensure
we are putting actions in place as part
of our ED&I journey to enable everyone
to thrive. In 2023, we developed a
diversity dashboard utilising Microsoft
PowerBI and in local regions we
conducted projects on pay gap
analysis, multigenerational workforce
demographics, gender, leadership and
ethnicity data.
Strategic Report
Our ambition
To be a global ED&I leader, leveraging
our relationships with our clients,
candidates and colleagues, alongside
our inclusive recruiting expertise, to
challenge status quo hiring practices.
Framework of approach
We will achieve our ambition by
focusing on the following areas:
1. Consciously inclusive culture: Create
an inclusive culture with equitable
processes and policies.
2. Amplified voices: Increase allyship
and develop upstander behaviour.
3. Leading the conversation: Improve
clients’ diverse hiring with advisory
services and thought leadership.
4. Inclusive accountable leadership:
Ensure leaders are diverse
and inclusive.
5. Knowing our data: Collect data
to drive meaningful change.
6. Powering people potential:
Develop programmes to reach
under-represented groups
internally and externally.
At the Robert Walters Group, we recognise the power of diversity
and the role it plays in enabling each of our clients, candidates
and people to fulfil their unique potential. This is why we take
a two-fold approach – to promote diverse hiring practices in our
clients’ organisations and to build an inclusive workplace culture
within our own business.
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 33
Corporate GovernanceOverview
Employees feel a sense of
belonging at the Group by 2025
80%+
Global leaders (Associate Directors
and above) that identify as women
by 2025
50%
Percentage of promotions
awarded to those identifying
as women in 2023
50%+
Our targets
Partnerships,
commitments and
accreditations
We’re proud to partner with organisations
that are creating positive change by
improving diversity and inclusion
outcomes in education and workplaces
in communities around the world.
As part of our UN Global Compact
partnership we have taken part in the
Target Gender Equality accelerator
programme, supporting our ongoing
commitment to gender equality. We
completed our Disability Smart
Assessment with the Business Disability
Forum, and progressed from bronze to
silver accreditation with Clear Assured
in the UK.
Award-winning
solutions for clients
Our Recruitment Inclusivity Audit
continued to be recognised for the
impact it is having on empowering
employers with the knowledge they need
to remove barriers and bias from their
recruitment processes and open the
door for talent from diverse backgrounds.
The audit won Product Innovation of the
Year: Software, Systems and Services at
the prestigious edie Awards in 2023.
Governance and policies
Gender equality
The Board remains committed to
increasing its diversity through future
Board appointments, and in 2023
saw an increase in gender and ethnic
representation of our Board. As shown
in the table below, the ratio of female
2023 average employees 2022 average employees
Male Female Unspecified Total Ratio (%) Male Female Unspecified Total Ratio (%)
Board Directors 5 2 - 7 69:31:0 5 1 - 6 84:16:0
Senior managers
1
162 135 - 297 55:45:0 157 137 - 294 53:47:0
Other employees 1,509 2,450 3 3,962 38:62:0 1,422 2,297 12 3,731 38:62:0
Total 1,676 2,587 3 4,266 39:61:0 1,584 2,435 12 4,031 40:60:0
1. A senior manager is a person who is responsible for managing significant activities within the Group, or who is strategically important to part
of the Group. This will include any operating country or regional Directors and functional heads of department.
Number
of Board
Members
% of
the
Board
Numbers of senior
positions on the Board
(Chair, CEO, CFO, Senior
Independent Director)
Number in
executive
management
% of
executive
management
White British or other White (including minority white groups) 6 86% 4 5 83%
Mixed/Multiple ethnic groups - - - - -
Asian/Asian British 1 14% - 1 17%
Black/African/Caribbean/Black British - - - - -
Other ethnic group - - - - -
senior managers has decreased by
2%, and the gender split of other
employees has remained the same. In
accordance with the Companies Act
2006 (Strategic Report and Directors’
Report) Regulations 2013, the Group has
provided the gender table below.
Gender pay gap reporting UK
We support gender equality and we
published our UK gender pay gap report
on 4 April 2023. Our reports can be
found online:
robertwalters.co.uk
/gender-pay-gap-report
resourcesolutions.com
/gender-pay-gap-report
Employees that feel a sense of
belonging at the Group in 2023
73 %
Global leaders (Associate Directors
and above) that identify as women
in 2023
47%
Percentage of promotions
awarded to those identifying
as women in 2023
59%
Number of internal cultural
conversations held in 2023
32
Number of different diversity and
inclusion awareness moments
celebrated globally in 2023
25
Our progress
and highlights
Strategic Report
34 Robert Walters plc Annual Report and Accounts 2023
ESG Strategy continued
34 Robert Walters plc Annual Report and Accounts 2023
3. Responding to a
sustainable world of work
Our 2023 highlights
ESG for HR
The ability to attract and retain the
best talent is increasingly linked to a
business's capacity to communicate
and deliver on its ESG commitments.
We recognised that there was a
gap in the understanding of how a
company's ESG strategy interacts
with its employee value proposition
and employer brand – we call this the
employee sustainability proposition.
As candidate expectations change,
employers that fail to recognise the
areas of ESG that are important
to their employees and potential
employees will be held back in their
efforts to attract the best talent.
Answering this need, we developed a
pioneering consultancy service offering
– ESG for HR – to help employers
optimise and communicate their
employee sustainability proposition to
attract and retain top talent.
Built around our award-winning
Employee Sustainability Proposition
Audit, we’re able to help businesses
identify the elements of ESG that
matter to their employees, how their
company ranks in these areas, and
how effectively they convey their ESG
strategy, actions and results to their
current and prospective employees.
Launched in 2023, the audit is truly
innovative in its emphasis on ESG in
connection to the employee value
proposition. Our consultants provide a
precise audit of a company’s employee
sustainability proposition, assessing its
environmental, social, and governance
promises and what is important
for their employees and potential
employees. A comprehensive toolkit of
bespoke recommendations is delivered
to allow businesses to strengthen their
employee value proposition, attract
top-tier talent, and communicate their
ESG strategy effectively.
We’re already being recognised as
an innovator in this space, with our
consultancy service winning Innovation
of the Year at the TALiNT International
Annual Recruitment Awards, and client
partner Triodos Bank UK awarded Best
ESG Strategy at the HR Excellence
Awards for their adoption of our ESG
for HR solution.
Strategic Report
As ESG grows in importance for
businesses across all sectors, ESG
hiring practices will change. Companies
will need to adapt by hiring for new
roles and skill sets, addressing new
talent shortages, and ESG considerations
will become essential criteria for
certain roles. Additionally, candidates
are increasingly seeking employers
that are aligned to their personal
values and committed to sustainability
and social impact.
The Group helps businesses navigate
these changes, ensuring they attract
and retain talent aligned with their
ESG goals, contributing to a
sustainable future.
Our ambition
To be a global recruitment group
that can respond to the new
commercial opportunities within
an ESG-informed economy.
Framework of approach
We will achieve our ambition by
focusing on the following areas:
1. Insights: Publish thought leadership on
ESG and the transitioning economy to
support clients through change.
2. Supporting the transition: Shift our
focus to clients and placements
supporting the transition, and
minimise work with lagging
companies and sectors.
We’re committed to supporting businesses that are driving the
transition to a sustainable economy and seeking to improve their
ESG impact. Our unique advantage lies in our ability to provide
data-driven insights and research on ESG, recruitment, and the
future of work, positioning us well to help businesses find and
retain the right talent for a sustainable future.
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 35
Corporate GovernanceOverview
development framework for all
programme members, coaching,
mentoring and further opportunities
to upgrade their skills. This allows
our clients to access not only recent
graduates or school leavers, but also
untapped potential, enabling young
people from under-represented
or disadvantaged groups, career
returners, or ex-military break into
sectors where they can develop long
and successful careers in tech.
ESG thought leadership
As a global recruitment business, we’re
in a unique position to provide insights,
research and analysis on the ESG factors
driving hiring today as well as the trends
that signify major shifts on the horizon
that will impact the future of work.
Using our own proprietary data, publicly
available insights and the subject matter
expertise of our experienced recruitment
specialists, we’re able to help businesses
navigate the changing recruitment
landscape as we transition to an ESG-
informed economy.
This year we’ve delivered e-guides on
building the business case for sustainable
HR; considerations for a 4-day work
week; empowering people to deliver ESG
transformation; case studies on diverse
hiring; ED&I recruitment strategy reports
on gender, LGBTQ+ diversity, race and
ethnicity inclusion and disability equality
in the workplace; events and roundtables
on diversity and neurodiverse talent;
an ESG masterclass for HR and talent
acquisition professionals; and global
webinars on diversity and future trends
impacting the workforce.
Recruit-Train-Deploy
Delivered through our Resource
Solutions business, our Recruit-
Train-Deploy accelerate programme
provides a socially conscious way
for employers to build a tech talent
pipeline while improving diversity and
addressing skills gaps.
Our global reach, international talent
pool and expertise in skills-based
recruitment, assessment and training
means that we’re able to find high-
potential early-in-careers talent and
help them build a successful tech
career. After a rigorous assessment
process, programme members join
one of our bespoke tech bootcamps
and are then placed with employers
looking for skilled and accredited
professionals. We provide a career
Launch the ESG for HR consultancy
service in
2023
Increase number of engagements
by clients, candidates and employees
with our ESG thought leadership
in 2023 by
10%
Agree comprehensive and robust
ESG categorisation framework to
measure sustainable and responsible
business placements in
2023
Our 2024
targets
Number of awards (win or finalist)
our ESG for HR consultancy service
is recognised for in 2024
2
Percentage of Resource Solutions
clients that ESG thought leadership
is offered to in 2024
100%
Host ESG for HR Masterclasses
for our clients throughout
2024
Our 2023
targets
ESG for HR consultancy service
launched in
2023
Number of engagements with
our ESG thought leadership in
2023 increased by
39%
Maintain current reporting on
sustainable and responsible
business placements while we
complete the global roll-out of
Zenith, our new CRM
Our progress
and highlights
Strategic Report
36 Robert Walters plc Annual Report and Accounts 2023
ESG Strategy continued
36 Robert Walters plc Annual Report and Accounts 2023
4. Reducing our
environmental impact
Our 2023 highlights
Reforestation
and biodiversity
We’ve partnered with the World
Land Trust since 2015, investing in
programmes to protect and restore
threatened forests to support the
protection of carbon-rich habitats in
key areas of conservation importance.
The Group’s operations are offset
through the World Land Trust Carbon
Balanced Programme, which means
we invest in carbon offset schemes
equivalent to our emissions, as
assessed by World Land Trust carbon
specialists. Through our partnership
with the World Land Trust, the Group
offset more than 3,000 tonnes of the
business’s CO₂ emissions in 2023.
Through the World Land Trust we
also plant a tree for every permanent
candidate placement made across
our Robert Walters and Walters
People businesses, as well as one
tree for every employee in our
Resource Solutions business – over
16,600 in 2023. We currently support
programmes in Armenia to restore a
corridor for leopards and lynx, Brazil to
replenish critically threatened Atlantic
Forest habitat and India to reforest a
corridor for safe passage of the Asian
Elephant and other species.
Local action supporting
global goals
Our Amsterdam, Dublin, London and
Paris offices have all successfully
maintained ISO 14001 accreditation,
the international standard for
environmental management.
Supported by our global ESG
Champions and ESG Committee, our
local offices are also empowered to
take local action that helps to reduce
our environmental impact and support
us in achieving our global goals.
For example, in the Philippines we
segregate biodegradable and non-
biodegradable waste, in Korea we are
reducing water usage by using water
storage tanks, in France we recycle
all electronic waste using a specialist
local company, in a number of our
offices air conditioning and smart
lighting energy saving initiatives are
in place, and in London a significant
amount of materials and furniture
were re-used during a recent
refurbishment while maintaining a high
quality finished result.
Strategic Report
We’re taking action to reduce
our emissions, increase the use
of renewable energy, invest in
reforestation initiatives around the
world and empower our offices to
take local action to reduce our impact
on the environment, to help us reach
our target of net zero (which is about
reduction rather than offsetting) by
2040 across Scope 1 and Scope 2
greenhouse gas (GHG) emissions.
Our ambition
To be an environmentally conscious
business which understands and reduces
its environmental impact globally.
Framework of approach
We will achieve our ambition by
focusing on the following areas:
1. Group level decarbonisation: Set
a net zero target for 2040. Use
our decarbonisation framework to
reduce carbon emissions as much
as possible.
2. Environmental reporting: Maintain
regulatory compliance with climate-
related reporting.
3. Local environmental initiatives:
Engage employees with local
initiatives focusing on waste, water
and energy.
As a business we are committed to reducing our environmental
impact, recognising the global threat posed by climate change.
We take our responsibility to safeguard the environment for
future generations seriously, as in order to power people and
organisations to fulfil their unique potential, we must also
protect the planet we all share.
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 37
Corporate GovernanceOverview
A commitment
to best practice
To align to industry best practice
standards we have implemented a
number of environmental policies
including our Carbon Reduction Plan,
Sustainable Procurement Policy
Statement and Carbon Conscious
Business Travel Policy in addition to our
existing Environmental Policy Statement,
Energy Policy Statement, Environmental
Code of Conduct for suppliers and
Sustainability Policy Statement.
Reducing our emissions
We’re taking action to reduce our
emissions to help us reach our target
of net zero by 2040 across Scope 1
and Scope 2 greenhouse gas (GHG)
emissions. When any of our offices
renew or take a new lease we choose
a renewable energy supplier where
available. We’re also focused on reducing
our emissions from business travel, with
a reduction in business travel emissions
per head of 43% compared to the 2019
base line year. And we are moving our
company car fleet to hybrid or electric
vehicles in the UK and EU, with 47%
hybrid or electric in 2023.
Additionally, we are looking at enhancing
our Scope 3 emission reporting by
including a wider range of categories,
with a view to their incorporation into our
2040 net zero target.
Total Group emissions reduced in
2023 against the base year* by
39%
Percentage of offices that use
100% renewable energy sources
in 2023
32%
Reduction in business travel
emissions per head on the 2019
base year*
43%
Number of trees planted since our
plant a tree programme launched
in 2020
61k
Percentage of company cars that
are hybrid or electric vehicles in
the UK and EU in 2023
47%
Percentage of offices where single
use plastics have been eliminated
in 2023
80%
Our progress
and highlights
Reach net zero across Scope 1
and 2 GHG emissions by
2040
Offices where we have control
over energy sources to use
renewable energy by 2035
100%
Reduction per head in business
travel emissions by 2030*
30%
Number of trees planted
by 2030
100k+
Percentage of company cars that
are hybrid or electric vehicles in
the UK and EU by 2035
60%
Eliminate single use plastic across
all offices globally by the end of
2024
Our targets
*Using 2019 as the baseline year.
Strategic Report
38 Robert Walters plc Annual Report and Accounts 2023
ESG Strategy continued
Task Force on Climate-related Financial Disclosures (TCFD)
This statement contains
the Group’s TCFD-aligned
disclosure in accordance with
the FCA’s Listing Rules and
BEIS’ statutory instrument
on climate-related financial
disclosures. 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. This statement
complies with each of the
TCFD’s 11 recommended
disclosures and is in
compliance with the new
Companies (Strategic Report)
(Climate-related Financial
Disclosure) Regulations 2022
(SI 2022/31).
Governance
The Board has primary oversight for
the Group’s ESG performance and
monitors the risks and opportunities,
including climate-related ones. The
Board considers climate-related
issues when reviewing and guiding
strategy, risk management policies,
annual budget and business plans
as well as setting the organisation’s
performance objectives, monitoring
implementation and performance
and overseeing major capital
expenditures. 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 for relevance to
the Group’s risk profile and company
strategy. Any new emerging risks
or changes in risk profile are then
discussed at the Audit and Risk
Committee meetings and a decision
is made on whether they should be
included in the Group’s risk matrix.
During the year, the Board used the
updates from the ESG Committee
to review progress made against the
Group’s ESG strategy and the Group’s
ESG targets, among others.
The ESG Committee was established
at the beginning of 2021 and meets at
least quarterly, meeting seven times in
2023. The Committee has ownership
and responsibility for the execution of
the Group’s ESG strategy and consists
of key stakeholders from across the
Group including members of the
Operating Board and representatives
from HR, finance, internal audit,
marketing and innovation.
David Bower (CFO) is the Chair of the
ESG Committee and is responsible
for informing the Board of the
Committee’s findings and of any
required actions. The Committee
has appointed two operational ESG
‘champions’ responsible for driving
change and influencing behaviour
throughout the business, working
with local management teams
to meet the Group’s ESG targets,
including the environmental targets.
These targets (listed on page 37)
have been incorporated into the
Executive Directors’ KPIs, within the
The Board
Oversight for the Group's ESG performance and monitors the risks and opportunities,
including climate-related ones.
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.
Chair of the ESG Committee
Responsible for informing
the Board of the ESG
Committee's findings
and actions.
The ESG Committee
The ESG Committee consists of pillar leads and
senior management.
Remuneration Committee
Sets and evaluates
Executive Directors' KPIs
linked to ESG, including
climate-related ones.
Senior management
Responsible for considering
key risk areas, managing
mitigations and maintaining
systems of internal control.
Ensures compliance with
ESG Strategy.
Internal
audit
Reviews
and tests the
effectiveness
of controls to
ensure that
risk is being
managed
properly and
effectively.
ESG
Committee
members
Tasked with
ownership and
execution of
the Group's
strategic ESG
pillars.
Risk management
process
The Board recognises the
importance of identifying
and actively monitoring
the full range of financial
and non-financial risks
facing the business, at
both a local and Group
level incorporating both
top-down and bottom-up
perspectives.
Operational
ESG ‘champions’
Responsible for
driving change
and influencing
behaviour
throughout the
business.
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 39
Corporate GovernanceOverview
ESG targets – corresponding to
a maximum annual bonus of 8%
(see page 47), as well as those of
senior management.
Climate-related risks are identified,
assessed and managed in line with
the Group’s risk management process
outlined in full on pages 40 to 41.
Strategy
Climate change mitigation is a key
piece of the Group’s environment
pillar within our ESG strategy. We have
made a commitment to reach net zero
by 2040 across scope 1 and 2 GHG
emissions, and continue to progress
against our GHG emissions reduction
targets as found on page 37.
The Group recognises that climate
change, specifically the transition to
a low carbon economy, will change
the landscape in which the business
operates. In 2022, we undertook
a qualitative scenario analysis
with the help of specialist ESG
consultancy Sillion, which assessed
the material climate-related risks and
opportunities (CRROs) within a 2°C by
2100 warming scenario.
The process consisted of engaging
key internal stakeholders across risk,
strategy, operations, communications
and other support functions, to
examine potential impacts of the
scenario. A range of risks and
opportunities were then identified,
looking at how these might evolve in
the short (current to 2025), medium
(2026 to 2040) and long term (2041 to
2050). The materiality of those risks
was assessed based on their likelihood
and potential financial impact. The
mitigating activities for each of these
were then discussed and agreed upon.
Our most material CRROs can be
found on pages 40 to 41.
The Group utilised assumptions of
physical risks from the Representative
Concentration Pathways (RCP 3.4)
and assumptions about policy
change, market dynamics and
customer demand from the Shared
Socioeconomic Pathways (SSP2).
We assessed the impacts of the 2°C
scenario up until 2050, such that we
would be reasonably able to influence
upcoming decisions around strategies,
capital allocations, costs and
revenues. The scenario we examined
was centred on a disorderly transition,
where economies take reactive,
regional approaches to climate change
challenges, rather than globally
coordinated responses.
In this scenario, the wider implications
related to the Group were broadly
categorised as the following:
• Green skills: The demand for green
skills could increase, creating a
widening gap between demand for
talent and availability.
• Clients decarbonising their
operations: Clients could face
more pressure to decarbonise,
and therefore would need to hire
individuals with green skills. This
is already underway for Financial
Services, a key client category, that is
under increasing pressure to reduce
operations and financed emissions
(i.e. their funds and the issuers within
those funds).
• Climate migrants and brain
drain: Climate catastrophes and
desertification moving from the
equator outwards could result in
climate migration. The majority
of such migrants would likely
be displaced internally, with
only a minority of the wealthiest
individuals moving internationally.
This could cause brain drain, further
exacerbating international inequalities.
• Climate resilience: For those CRROs
where the Group is most exposed,
we have established mitigating
activities to minimise any impact and
capitalise on opportunities.
As the transition to a low-carbon
economy begins, the Group has put in
place actions to strengthen our green
skills recruitment and support both
clients and candidates in navigating a
changing market. This could have the
potential of increasing revenues, where
the Group is able to increase the
number of placements for companies
seeking green and other sustainability
skills. Our plan and associated KPIs
can be found in our Sustainable World
of Work pillar, on pages 34 to 35.
As a people-centred business, some
key risks are centred around our
employees’ welfare and candidates
wanting to work for purpose-led
businesses. We believe that our
Workforce Engagement (pages 30-
31) and ED&I (pages 32-33) pillars
will enhance employee welfare and
communicate our sustainability
progress to current employees and
emerging talent, which in turn may give
us access to a wider talent pool. As a
business that is not strongly exposed
to climate-related risks and which is
in a position to benefit from emerging
climate-related specialist career
opportunities, we believe our financial
performance and operations will not
be under severe stress from climate
change. Our strength is in the flexibility
of our business strategy and we have
an opportunity to assist in enabling
employment to a new generation of
individuals to whom purpose and
sustainability is extremely important.
Strategic Report
40 Robert Walters plc Annual Report and Accounts 2023
ESG Strategy continued
Climate-related risks and opportunities
Opportunity TCFD category Description of impact
Short
term
Mid
term
Long
term
Activities to capture opportunity
Helping
stakeholders
adapt to climate
change and the
transition to
a sustainable
economy
Transition:
Market
The transition to a low-
carbon economy and the
physical impacts of climate
change may have disruptive
effects on people and the
world of work.
Employees may require more
support from recruitment
companies as they navigate
changes to their routine
working conditions.
The Group has developed an award-winning
ESG for HR Audit, enabling the Group to
audit clients’ Employee Sustainability
Propositions. This will enable the Group
to support clients in achieving their ESG
objectives and targets in addition to
assisting the Group in being recognised as
a thought leader in sustainable HR.
With the roll out of Zenith, the Group’s new
customer relationship management (CRM)
system, the Group plans to establish
a framework for the classification of
sustainable jobs, to initiate a formal
tracking of recruitment pipelines. This will
put the Group in the position to support
and benefit from the growth in sustainable
and ESG-aligned investment and skills.
As the Group obtains relevant data, we
will continue to refine horizon scanning
for emerging ESG market trends and
climate-related risks and opportunities
for the Group and our clients. Monitoring
market trends will allow us to explore
the possibility of creating a ‘sustainable’
recruitment division to capture any
increased investment in that space.
Risk TCFD category Description of impact
Short
term
Mid
term
Long
term
Activities to mitigate risk
Climate-related
cost of living
crisis
Transition:
Market
Climate change and the
transition to a low-carbon
world could increase the
cost of living (e.g. energy
cost through policy taxes, or
food prices due to droughts),
putting pressure on people's
economic welfare.
This could have an impact
on the financial wellbeing of
the Group's employees.
The Group operates in a highly competitive
sector. We are a professional services
company and our approach to the
remuneration of all employees has
been fundamental to our culture and
our success over the years. We pay well
across the Group, based upon talent, merit
and performance, as well as continue
to provide employees with benefits to
support them and their families in their
personal lives.
Beyond the existing support we provide
through our management and HR teams,
we also encourage our people to make
use of the locally relevant Employee
Assistance Programme (EAP), which offers
financial and wellbeing advice.
We support gender pay equality and are
committed to taking action to close gaps
where these may exist.
We clearly communicate and promote the
Group’s contribution to ESG, to improve
employee awareness and also provide a
sense of purpose.
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 41
Corporate GovernanceOverview
Risk TCFD category Description of impact
Short
term
Mid
term
Long
term
Activities to mitigate risk
Rising energy
costs
Transition:
Market
As regulation becomes
more stringent, high
emissive sources of
energy may become
more expensive.
This may increase energy
costs and therefore
operating costs.
As part of our ESG strategy, we are
committed to choosing low-carbon and
renewable energy, targeting 100% use of
renewable energy by 2035 in offices where
we have control over our energy supply.
In addition, we are also committed to
reducing total energy consumption.
Talent
attraction
and retention
Transition:
Reputational
Younger talent may
increasingly want to align
their personal purpose with
their employer’s purpose.
If the Group is slow in its
action against climate
change, it could struggle to
attract and retain talent.
The Group acknowledges the very real
threat of climate change and we are
committed to further reducing our
impact on the environment and continue
embedding purpose throughout business
activities and into the employee value
proposition (EVP).
Enhanced
carbon
reporting
obligations
Transition:
Policy
The Group is dealing
with the rapidly changing
landscape of carbon reporting
and will need to ensure
disclosures are aligned with
reporting requirements.
The requirements of climate-related
corporate reporting and disclosures
are reviewed by the Group Financial
Controller annually and are written in line
with legislative disclosure requirements.
Acute asset
damage
Physical:
Acute
As temperatures rise, there
may be more extreme
weather events (e.g. floods)
which could impact some of
the Group’s office locations.
Damages could result
in extra costs for the
business and interruption
of business activity.
With the advent of remote
working, employees’ homes
could increase the amount
of locations with the
potential of being impacted
by physical risks.
The Group operates from leased office
space and as a service industry has limited
high-value physical assets.
The Group is geographically diversified and
our disaster recovery processes, which
are regularly reviewed, ensure the Group is
able to mitigate natural disaster risks (e.g.
floods, earthquakes).
In addition, the provision of Microsoft
Surface Pros, one of the most
sustainable choices on the market, to
all staff ensures we have the flexibility
to work remotely as required.
Climate impact
on physical
work conditions
Physical:
Chronic
As temperatures rise,
the working conditions
during very warm periods
may negatively affect
employees’ productivity
and mental wellbeing.
The wellbeing of our people is a high
priority. The Group has management and
HR support available in all locations to
assist employees in managing productivity
and wellbeing in offices where climate has
an impact on working conditions.
Risk/opportunity
Low risk
Medium risk
High risk
Low opportunity
Medium opportunity
High opportunity
Time horizon
Short term: Current – 2025
Mid term: 2026 – 2040
Long term: 2041 – 2050
Strategic Report
42 Robert Walters plc Annual Report and Accounts 2023
Risk management
As detailed in the strategy section of
the TFCD statement on page 38, in
2022 the Group undertook a qualitative
scenario analysis which included an
assessment of predicted physical,
regulatory and societal shifts in a
2°C warming scenario. Through this
process the Group identified relevant
CRROs and assessed their impact up
until 2050. The CRROs identified and
monitored are disclosed in the CRRO
table on pages 40-41.
The Board recognises the importance of
identifying and actively monitoring the
full range of financial and non-financial
risks facing the business, at both a
local and Group level. The materiality
of risks is considered as a product of
occurrence (the likelihood of the risk
happening within the next 10 years) and
impact (the degree of the impact should
the risk happen), with a summary of
the key risks that we believe could
potentially impact the Group’s operating
and financial performance disclosed
in our Principal Risks and Uncertainties
section on pages 52-58. At present, in
relation to the key risks identified in the
Principal Risks and Uncertainties section,
the relevant CRROs identified are not
considered to have a material impact for
the Group.
The processes for mitigating the
identified CRROs can be found in the
CRRO table on pages 40-41. As part of
the overall risk management process,
which includes CRROs, 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.
CRROs are managed and prioritised
as part of the Group’s overall risk
identification and management
process (outlined in full on page 52).
Additionally, we plan to review the
scenario analysis annually and update
any key assumptions and market
trends that might uncover emerging
risks or opportunities. The Group will
continue to monitor the CRROs and
their significance (including existing
and emerging regulatory requirements)
quarterly as a standing item at the
ESG Committee, implement mitigating
activities, and disclose in line with
materiality to the Group.
Metrics and targets
Commitment to the ongoing tracking and
monitoring of climate-relevant metrics
facilitates the effective management of
the CRROs. The Group has set specific
climate-related targets, disclosed in full
on page 37.
The Group measures and reports
Scope 1, 2 and 3 emissions which are
summarised in the table overleaf in
line with the Greenhouse Gas (GHG)
methodology. The Group reports
absolute figures (tonnes of CO₂e) and
intensity figures (CO₂e per head) across
all scopes.
Streamlined Energy
Carbon Reporting
(SECR)
This section includes our mandatory
reporting of greenhouse gas emissions
pursuant to the 'streamlined and more
effective energy and carbon reporting
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.
Reporting year
The greenhouse gas emissions report
has been prepared based on a reporting
year of 1 January to 31 December
2023, which is the same as the Group’s
financial reporting period.
Reporting boundary
The Group’s report is based on all entities
and offices which are either owned or
under operational control globally.
Methodology and scope
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,
Food and Rural Affairs (Defra).
The Group has also utilised Defra’s
2023 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
which it feels are relevant and
sufficiently accurate and complete.
ESG Strategy continued
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 43
Corporate GovernanceOverview
We have commenced a detailed
screening process across all Scope
3 activities to identify those with the
most significant impact, allowing us to
focus our data collection efforts and
expand our scope 3 reporting.
The Group’s energy consumption in
kWh has been calculated for 2023 by
taking the calculated fuel consumed by
the Group for gas and electricity usage
and combining with an estimated kWh
for our company cars and business-
related travel by employees using their
personal vehicles.
Intensity metric
The Group has recorded the total global
emissions, in tonnes of CO₂e (tCO₂e), and
has decided to use an intensity metric
of tonnes of CO₂e 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 CO₂e and tonnes
of CO₂e per head for the Group. It also
shows the Group's energy consumption
for UK and non-UK activities.
Base year
The 2019 financial year is being used as
the baseline due to lower-than-average
emission levels in 2020 during the
global pandemic.
The base year and the prior year have
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
accurate data is identified.
Energy efficiency initiatives
As a result of our 2022 pilot scheme to
enable us to more accurately measure,
identify and attribute energy use, we
have been able to make improvements
to both plant and lighting during 2023,
resulting in energy reductions in our
London head office. Although lighting
upgrades are still only 75% complete,
energy use by lighting alone has been
reduced by 5% due mainly to the
introduction of energy efficient LED
lighting but also through better control
of the system. We have replaced
old and inefficient air conditioning
equipment in our server room resulting
in an energy reduction of 35%.
Greenhouse gas emission source (base year 2019)
Current Revision Current Revision
2023
D e c Y T D
tCO
2
e
2023
D e c Y T D
tCO
2
e
per head
2023 v 2022
tCO
2
e
variance %
2022
Dec YTD^
tCO
2
e
2022
Dec YTD^
tCO
2
e
per head
2019 Dec
YTD^ tCO
2
e
2019 Dec
YTD^
tCO
2
e
per head
2023 v 2019
tCO
2
e
variance %
Scope 1
Vehicle fleet and purchased gas 641 0.13 (25%) 593 0.18 764 0.18 (26%)
Total Scope 1 emissions 641 0.13 (25%) 593 0.18 764 0.18 (26%)
Scope 2
Purchased electricity and heat 1,132 0.24 (26%) 1,057 0.32 1,704 0.40 (41%)
Total Scope 2 emissions 1,132 0.24 (26%) 1,057 0.32 1,704 0.40 (41%)
Scope 3
Business travel – air 1,010 0.21 (33%) 1,039 0.31 1,560 0.37 (43%)
Business travel – land* 238 0.05 (11%) 185 0.06 376 0.09 (44%)
Transmission and distribution 80 0.02 (25%) 74 0.02 112 0.03 (37%)
Total Scope 3 emissions 1,328 0.28 (29%) 1,298 0.39 2,048 0.49 (43%)
Total Group emissions 3,101 0.65 (27%) 2,948 0.89 4,516 1.07 (39%)
Carbon offset (3,101) (0.65) (2,945) (0.89) (4,314) (0.93)
Total net emissions 0 0.00 3 0.00 202 0.14
Energy consumption (kWh)
UK energy consumption (kWh) 1,110,561 n/a 1,136,946 n/a 1,576,801 n/a
Non-UK energy consumption (kWh) 5,048,161 n/a 4,610,690 n/a 5,641,293 n/a
Total energy consumption (kWh) 6,158,722 n/a 5,747,636 n/a 7,218,094 n/a
* Land travel includes all forms of land transport, such as rail and taxi, but excludes travel in the Group’s vehicle fleet. The appropriate conversion
factor for the method of transportation is applied to the distance travelled.
^The base year and the prior year have 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 accurate data is identified.
Strategic Report
44 Robert Walters plc Annual Report and Accounts 2023
ESG Strategy continued
44 Robert Walters plc Annual Report and Accounts 2023
5. Supporting
our communities
3. Individual charitable activities:
Encourage employees to use their
one paid volunteering day a year to
donate their time to a given charity.
This charity must align either to the
ESG strategy’s aims or utilise their
recruitment skills.
Our 2023 highlights
Transforming Tsavo
with Global Angels
Since 2017, we’ve partnered with
Global Angels as our Group charitable
partner, working together with the local
community in Tsavo, Kenya, empowering
them to build a sustainable future.
Our funding and year-round support
drives a programme of activity to
put essential infrastructure in place,
provide access to clean water for
drinking and secure water sources
for agriculture, develop sustainable
farming techniques, provide education
and training and create small
businesses. In 2023, we sent eight
employees to volunteer on the Global
Angels project farm. They worked
closely with community leaders
managing the key projects, and saw
the progress and positive impact of
some of our key projects including:
• Repairing damaged land by planting
hundreds of indigenous trees across
the farm to prevent soil erosion.
• Funding training and qualifications
for key community members so they
can in turn educate the community.
• Building additional water tanks to
reinforce water storage capacity.
• Establishing new orchards
to provide food for the local
community, with pomegranate,
orange, lemon, tangerine, guava,
papaya and banana plants.
• Continuing to trial regenerative and
innovative farming techniques to
develop sustainable climate-proof
agriculture practices, including
vermiculture, indigenous poultry
farming and growing animal feed.
Our Transforming Tsavo partnership
with Global Angels was recognised as
Best Charity, NGO or NFP Programme
(Gold) and Most Effective Long-
term Commitment (Bronze) at the
Corporate Engagement Awards 2023,
and finalist in the ESG Related Charity
Partnership of the Year category at the
2023 ESG Awards.
Strategic Report
Our ambition
Our purpose is to power people and
organisations to fulfil their unique
potential and this purpose extends
to the support we give our local
communities. It’s our ambition to have
a global impact through local action
in support of the UN’s Sustainable
Development Goals (SDGs) to eliminate
poverty and hunger, secure access to
clean water, reduce inequalities and
share our skills and expertise to help
disadvantaged groups access good
quality job opportunities.
We focus our efforts on the three
areas where we think we can have the
greatest impact:
• Delivering global impact through
local action
• Investing in emerging and under-
represented talent across all
sections of society
• Providing pathways to employment
Framework of approach
1. Group corporate charitable partner:
Support a global charity partner at
Group level.
2. Global Charity Day: Continue to align
local employee priorities to Global
Charity Day.
Giving back to the communities in which we do business
has always been important to us – it’s part of our DNA, and
our people have a long history of supporting local charities
and community organisations which are focused on
improving people’s lives around the world.
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 45
Corporate GovernanceOverview
next stage of their career. 2022 winner
Habib Hajallie and second prize winner
Tyreis Holder were named in the 2023
Forbes ‘30 Under 30’ Europe Art and
Culture list, and 2021 second prize winner
Catriona Robertson’s sculptures were
commissioned for the Chelsea Flower
Show in 2023.
Bringing under-
represented stories
to the stage
As a passionate supporter of the arts,
we were the proud Production Sponsor
of The Old Vic Theatre’s show Sylvia,
which told the story of Sylvia Pankhurst,
the lesser-known Pankhurst at the heart
of the Suffragette movement, who
changed the lives of working women
and men across the world. The Old Vic
Theatre is focused on making theatre
accessible to all as well as diversifying
talent within the arts, which aligns to the
Group’s values and ambitions.
Supporting Ukraine
At the end of 2023, we completed our
funding (which started in early 2022,
soon after the conflict broke out) of one
of our consultants, Dana Okomaniuk,
to run goodjob (findyourgoodjob.com),
a platform she co-founded to help
Ukrainians displaced by the conflict
connect to jobs, mentoring and a
network of support. Now successfully
established as a non-profit in Ukraine
and able to receive government funding,
we’re proud to have been able to support
Dana and her colleagues as well as
having many employees volunteer to
support the mentoring programme.
Providing cricket training, leadership
skills development, career advice and
mentoring, On Drive, delivered by local
foundation Magic Bus and supported by
our employee volunteers, empowered
young women in rural India to become
effective leaders and agents of long-term
change for their communities through
sustainable development projects.
Showcasing the next
generation of artists
Now in its fourth year, our Robert
Walters Group UK New Artist of the
Year award helps to discover and
champion the work of emerging artists
whose work and vision represent
contemporary Britain. In collaboration
with UK New Artists and Saatchi
Gallery, the award provides a platform
for 10 exceptional finalists to showcase
their work to an international audience.
With over 1,600 entries in 2023, the
award continues to grow and is truly a
springboard for artists to jumpstart the
Global Charity Day
Every year we see the creativity and
collaborative spirit of our people as
they come together to fundraise,
volunteer their time and support a
wide range of charities around the
world for our Global Charity Day. We’re
proud to give back to the communities
in which we operate, and this Global
Charity Day we supported charities
helping to fight cancer, improve the
lives of children, provide pathways to
help people into jobs, provide disaster
relief and mental health support.
Empowering young
women in rural India
through sport
In 2023, we partnered with The
Change Foundation to launch
On Drive – a women’s leadership
programme using the power of sport
to develop young leaders and drive
sustainable development.
Amount raised through Global
Charity Day fundraising in 2023
£139k
Percentage of countries that
participated in Global Charity
Day 2023
100%
Lives positively impacted since 2020
173k
Charities supported and impacted
by our people in 2023
80
Amount donated to charities
through corporate donations
in 2023
£339k
Our progress
and highlights
Amount raised through Global
Charity Day fundraising over the
next three years (2023 to 2025)
£500k
Percentage of countries
participating in Global Charity Day
100%
Lives positively impacted by 2030*
400k
Our targets
*Using 2020 as the baseline year.
Strategic Report
46 Robert Walters plc Annual Report and Accounts 2023
ESG Strategy continued
46 Robert Walters plc Annual Report and Accounts 2023
6. Being a
responsible business
Our 2023 highlights
Joining the UN Global
Compact
In January 2023, we were proud to join
the UN Global Compact, a voluntary
platform for responsible business
practices. This partnership aligns our
strategy and operations with the UN's
Sustainable Development Goals (SDGs),
focusing on human rights, labour,
environment and anti-corruption. With
over 20,000 participants in over 160
countries, the UN Global Compact is
the largest corporate sustainability
initiative in the world. Our membership
strengthens our commitment to
ethical business practices and creating
a sustainable future alongside other
leading global businesses.
Launching our
enhanced ESG strategy
In 2023, we launched our new ESG
strategy to our employees through a
series of global webinars, ESG video
content and presentation packs
designed to equip our people to talk
to clients and candidates about our
ESG priorities. The strategy was also
launched externally through our
Annual Report & Accounts 2022, Group
website and social media. It is built
upon the six key pillars outlined in
this ESG report and was developed
following a thorough materiality
assessment (page 29) conducted by
external ESG specialists. Our ESG
Committee, formed in 2021 and
comprising members of our Board,
senior members of our management
team and senior stakeholders from
our business support functions, is
responsible for continuing to drive
forward our ESG strategy.
Recognised as
a global ESG leader
We’re proud to be recognised as an
ESG leader, named runner-up in the
Best Company for Social Responsibility
(Small Cap) category at the Corporate
ESG Awards 2023 and finalist in the ESG
Related Charity Partnership of the Year
category at the 2023 ESG Awards. We
were also listed as a constituent member
of the FTSE4Good Index for the 15th
consecutive year.
Strategic Report
Our ambition
To meet the evolving expectations of
best practice governance, ensuring we
always operate responsibly and with
strong internal oversight.
Framework of approach
1. Structure and responsibilities:
Review organisational design for ESG
governance and ensure the Board
and management committees have
a diverse combination of skills and
experience to govern effectively.
2. Remuneration: Ensure that
remuneration policies promote long-
term sustainable success.
3. Policies and procedures: Continue
to review policies, especially those
aligned to business priorities, and
join and comply with the obligations
of the UN Global Compact.
We are committed to operating as responsible corporate citizens,
upholding strong ethical principles, policies, procedures and
practices in everything we do. This dedication shapes every
aspect of our business, ensuring that we continue to be a trusted
partner to our stakeholders.
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 47
Corporate GovernanceOverview
Health and safety
The Chief Executive has overall
responsibility for the implementation
of the Group’s Health and Safety
policy, with specific operational
responsibility delegated to managers
at each location. Every effort is made
to ensure that all national safety
requirements are met at all times,
and there were no notable injuries or
health and safety issues identified
during the year.
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
and has specific processes in place
to prevent it. The Group’s Anti-Bribery
policy (with specific reference to the
Bribery Act) is included in core training
to all employees. The Anti-Bribery
policy is revalidated 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
and human trafficking potential. As
such, over and above our normal
operating procedures, we have taken
no specific steps in this regard.
The Group undertakes extensive
monitoring of the implementation of
all of its policies and has not been
made aware of significant breaches
of policy or any incident in which the
organisation’s activities have resulted
in an abuse of human rights.
Accreditations
and partnerships
We are committed to aligning
with best practice frameworks
and independent evaluation of our
processes and ESG policies.
Our Singapore and Paris offices are
Ecovadis silver rated, and the London
office is bronze rated. We continue
to be Cyber Security Certified, the
scheme backed by the UK government
to help businesses ensure they are
protected from cyber threats.
We have achieved silver status with the
Achilles Network, a supply chain pre-
qualification assessment that covers
all key risk and compliance areas, are
certified under the Safety Schemes in
Procurement Competence programme,
and we hold a ConstructionLine
Social Value Certificate, a supply chain
prequalification system that assesses
health and safety and ESG factors.
Our Amsterdam, Brussels, Dublin,
Kuala Lumpur, London and Paris
offices are all ISO 9001 certified, and
seven of our offices in Australia and
New Zealand are ISO 45001 certified,
the international standard for health
and safety.
Governance and
social policies
Human rights and ethical behaviour
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 to both
ensure that employees comply with
all applicable legislation and regulation
and to promote good practice.
Executive remuneration
linked to ESG targets
8% Bonus opportunity
10%
LTIPS opportunity
Annual rate of serious injuries
and fatalities no more than
1%
Join and comply with the
obligations of the UN Global
Compact in
2023
Our targets
Executive remuneration
linked to ESG targets
5% Bonus opportunity*
10%
LTIPS opportunity
Annual rate of serious injuries
and fatalities in 2023
<1%
Joined and complied with the
obligations of the UN Global
Compact in
2023
Our progress
and highlights
* The bonus opportunity linked to ESG targets, as set by the Remuneration Committee, was
lower in 2023 due to the on-boarding of the new Executive Directors. The percentage above is
an average, see detail on page 80.
Strategic Report
48 Robert Walters plc Annual Report and Accounts 2023
Stakeholder Engagement
How we engage
• Group-wide annual and pulse
employee surveys
• Quarterly regional business update
videos and financial results
• Internal forums and conferences
to discuss and consult on
business priorities
• Regular performance and
development reviews
• Employee training programmes
and workshops
• Whistleblowing policy and hotline
How we respond
We listen to our people’s views and
value their feedback.
The focus in 2023 was on wellbeing
and benefits. We’ve focused on
ensuring our people are equipped with
the right wellbeing tools and resources
and have reviewed our benefits
packages in each region.
How we engage
• Candidate satisfaction surveys are
carried out on a regular basis
• Candidate events
• Ongoing conversations
• Salary surveys
How we respond
By building long-term relationships
with candidates, we help them fulfil
their career potential. Feedback is
taken extremely seriously and where
appropriate is brought to the attention
of the Chief Executive during the year.
Our internally developed CRM system
allows our consultants to provide
candidates with a better and more
positive experience.
Our Clients
How we engage
• Key Director, Manager and
Consultant relationships
• Client satisfaction surveys are
carried out on a regular basis
• Client and industry events
• Market insights and market
intelligence
• Ongoing conversations
How we respond
Through building long-term, personal
relationships, our consultants are
seen as trusted advisers focused on
supporting clients and providing a
high-quality service. Whilst macro-
economic conditions softened in
many of our markets as the year
progressed, talent shortages remained.
We were able to deliver a high-quality
professional service and provide
support to our clients on how best
to position themselves to attract
high-quality talent.
Our People Our Clients Our Candidates
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 49
Corporate GovernanceOverview
How we engage
• Global Charity Day
• Global Angels
• Employee volunteering
• Tree-planting initiative
How we respond
The Group has a long history of giving
back to the communities in which we
operate. It's part of our DNA and is
evidenced by the passion of our people
to give their time, energy and finances
to champion local and global causes.
We continue to support and invest in
charitable initiatives and partnerships
that help individuals and communities
to fulfil their own unique potential
through economic empowerment
and corporate advocacy, with our
initiatives detailed in the Supporting our
Communities section on pages 44 to 45.
How we engage
• Direct, ad-hoc access to the
Company via newly established
investor relations function
• Quarterly trading updates
• Half-year and full-year results
statements and presentations
• Annual General Meeting
• Results roadshows and participation
in investor conferences
• Providing access to the Chair for
meetings with shareholders, including
an annual invitation for our largest
shareholders to meet with the Chair
How we respond
We continue to regularly engage
with our shareholders and the wider
pool of investors, focusing on our
strategy, refreshed management
team, financial performance,
market dynamics, governance and
remuneration. Regular meetings of the
Board are used as the forum to ensure
that Non-executive Directors are
updated on the views of shareholders
and the wider investment community
that have been communicated to the
Executive Directors.
How we engage
• Responsible procurement process
• Supplier assessments and
evaluations
• Relationship meetings with
key suppliers
How we respond
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 and
beneficial contractual terms. The Board
considers this ethical approach to be
appropriate and our whistleblowing
processes ensure confidential
escalation can take place as required.
Our Communities Our Shareholders Our Suppliers
P59
Section 172 statement
Strategic Report
50 Robert Walters plc Annual Report and Accounts 2023
Financial Review
These Financial Statements have been prepared in accordance with International
Financial Reporting Standards (IFRS) as adopted by the United Kingdom.
Group statutory results
The headline statutory financial results for the Company are presented below.
2023
£ millions
2022
£ millions
Revenue 1,064.1 1,099.6
Cost of sales (677.3) (671.4)
Gross profit (net fee income) 386.8 428.2
Administrative expenses (360.5) (370.0)
Operating profit 26.3 58.2
Net finance costs (4.2) (3.1)
(Loss)/gain on foreign exchange (1.3) 0.5
Profit before taxation 20.8 55.6
Taxation (7.4) (16.5)
Profit for the year 13.4 39.1
Attributable to:
Equity holders of the Company 13.4 3 9.1
Revenue
Revenue for the Group is the total
income from the placement of
permanent and temporary (comprising
contract and interim) staff, and therefore
includes the remuneration costs of
temporary 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 was down 3% to £1,064.1m.
In recruitment, net fee income on
temporary placements was flat year-
on-year, with the associated higher
remuneration costs of temporary
candidates that are included in
revenue partially offsetting the lower
net fee income (down 12% in reported
terms) on permanent placements.
David Bower
Chief Financial
Officer
Robert Walters Group
Gross profit (net fee income)
Net fee income is the total placement
fees of permanent candidates, the
margin earned on the placement of
temporary candidates and the margin
from advertising. It also includes the
outsourcing, consultancy and payrolling
margin earned by Resource Solutions.
Net fee income is the primary financial
top-line metric used to evaluate
business performance.
Net fee income was down 10% year-
on-year, driven by the lower volume
of permanent placements as hiring
markets globally corrected from the
record activity levels seen in 2022. At
52% of the 2023 total, H1 net fee income
accounted for a higher proportion than
seen in the prior year (2022 H1 net fee
income: 49% of total), reflecting the
more pronounced slowdown across the
Group’s markets as the year progressed.
Operating profit
Operating profit was down 55% to
£26.3m, driven by the operating
leverage impact whereby the lower
net fee income (down 10%) was
not matched, in the short term, by
proportionately lower operating costs
(down 3%).
The majority of the Group’s operating
costs (c.70%) relate to staff, being fee
earners (recruitment consultants) and
non-fee earners (support staff across
various corporate functions such as
marketing, HR, IT, legal and finance).
Though period end headcount of
3,980 was down 9% year-on-year (31
December 2022: 4,356), the average
headcount during 2023 was up 6%
year-on-year as the adjustment in
headcount to match activity levels in
more challenging markets was second
half-weighted. In addition, there was
a limited amount of restructuring in
some leadership roles, and all of the
related costs were charged to the
income statement in the ordinary
course, as opposed to being recognised
as exceptional costs.
Interest and financing costs
The Group incurred a net interest charge
for the year of £4.2m (2022: £3.1m), of
which £3.4m (2022: £2.5m) relates to
the interest charge on lease liabilities,
being predominantly office leases.
The Group has a £60.0m financing
facility, currently due to expire in March
2027. At the year-end date, £15.8m (31
December 2022: £26.1m) was drawn
down under this facility.
A foreign exchange loss of £1.3m (2022:
£0.5m gain) arose during the year on
translation of the Group’s intercompany
balances and external borrowings.
Annual Report and Accounts 2023 Robert Walters plc 51
Strategic Report Financial StatementsCorporate GovernanceOverview
Taxation
The tax charge in 2023 was £7.4m
(2022: £16.5m) which gives an effective
tax rate (“ETR”) of 36.0% (2022:
29.7%). On 1 April 2023, the main UK
corporation tax rate increased from
19% to 25%. The ETR is higher than the
2023 blended average UK rate of 23.5%
primarily as a result of higher rates of
taxation in some of the Group’s major
overseas markets such as Japan,
France and the Netherlands and the
impact of adjustments to accounting
profits in the tax calculation and the
movement in the deferred tax asset.
Over the medium term, other than
governmental changes to corporation
tax rates, the key factor affecting
the ETR is likely to be the mix of
profits generated across various
tax jurisdictions.
Earnings per share
Basic earnings per share for the year
fell to 20.1p (2022: 56.2p), reflecting
the underlying trading performance.
The weighted average number of
shares decreased to 66.8m (2022:
69.6m), as a result of the Company’s
share buyback programme.
Cash flow and financing
The Group’s business model
continues to be highly cash
generative with cash conversion
in 2023 of 207% (2022: 102%).
Working capital
The working capital net inflow of
£6.5m (2022: net outflow of £27.0m)
was principally driven by the lower
net fee income compared to the prior
year, and consequently lower trade
receivables balance.
Capital expenditure
Intangibles capital expenditure
of £7.6m (2022: £7.1m) principally
comprises spend to further develop
the Group’s in-house CRM system.
Property, plant and equipment net
capital expenditure of £7.2m (2022:
£8.8m spend, nil sale proceeds)
comprises spend of £8.3m, principally
on the Group’s office estate, partially
offset by sale proceeds of £1.1m.
Dividend
Given the strength of the Group’s
balance sheet and the Board’s
confidence in the medium to long
term outlook and performance of the
business, the Board is proposing a final
dividend of 17.0p per share. Together
with the interim dividend of 6.5p per
share paid in September 2023, this
takes the total dividend for the year to
23.5p, in-line with that for the prior year.
Share buyback
During the first half of the year, the
Company purchased 0.8m shares at
an average price of £4.15 per share for
£3.4m and subsequently cancelled
those shares. During the second half
of the year, the Company purchased
a further 1.7m shares at an average
price of £3.87 per share for £6.6m and
cancelled those shares. In aggregate, the
Company therefore repurchased £10.0m
of shares for cancellation (2022: £10.0m).
Capital allocation
During the year, the Group has reviewed
its capital allocation strategy to ensure
alignment with maximising shareholder
value and providing clarity to all
stakeholders. The Group’s business
model remains highly cash-generative,
enabling investment opportunities to
be funded through the free cash flow
of the Group.
The Board continues to recognise
the value of a strong balance sheet,
and targets net cash (excluding IFRS
16 leases) of at least £50m. As noted
elsewhere, we believe in the fundamental
growth drivers of the Group’s strategy
and hence will consider all investment
in those opportunities that provide
sufficient headroom above the Group’s
cost of capital. These investments will
focus on improving the efficiency and
productivity of our people, improving
the candidate and client experience, and
increasing the geographic penetration
and discipline diversification of the Group.
We will seek to maintain a dividend
cover ratio of 1.75-2.25x through the
cycle, however the Group may allow
cover to fall outside this range at points
in the cycle, such as at present. Where
this is the case, the Group will seek
a clear route to return to this range,
balancing the continued development
of the business and the needs of all the
Group’s stakeholders.
Finally, should the Group hold cash
in excess of its target, and should
the Board expect this position to
continue for the medium term, then
consideration will be given to returning
the excess capital to shareholders
through either a share buyback
programme, special dividends, or a
combination of the two.
Foreign exchange impact
The Group’s primary overseas functional
currencies are the Japanese Yen, the
Australian Dollar and the Euro.
The impact of foreign exchange
movements between 2023 and 2022
resulted in a £5.5m decrease in reported
net fee income and £1.4m decrease in
operating profit for the Company.
2023
£ millions
2022
£ millions
Operating profit 26.3 58.2
Depreciation and amortisation charges 24.0 21.7
Other non-cash items (2.3) 6.7
Decrease/(increase) in working capital 6.5 (27.0)
Cash generated by operations 54.5 59.6
Net interest and associated borrowing costs (0.8) (3.1)
Repayment of lease principal (15.9) (16.8)
Taxation (9.0) (21.5)
Capital expenditure – Intangibles (7.6) ( 7.1)
Net capital expenditure – property, plant & equipment (7.2) (8.8)
Free cash flow 14.0 2.3
Purchase of own shares - (12.7)
Share buyback (10.0) (10.0)
Equity dividends paid (15.8) (15.2)
Other 1.2 0.3
Net movement in cash (excl. financing facility) (10.6) (35.3)
Impact of foreign exchange (6.6) 5.8
Opening net cash 97.1 126.6
Closing net cash 79.9 97.1
Strategic Report
52 Robert Walters plc Annual Report and Accounts 2023
Principal Risks and Uncertainties
Risk management process
The Board recognises the importance of identifying and actively monitoring the full range of financial and non-financial
risks facing the business, at both a local and Group level. The effectiveness of the risk management process is monitored
by the Audit and Risk Committee.
A review of the Company’s risk profile was carried out during the year, including the ongoing identification and
consideration of emerging risk, including climate-related and cyber-related risk. The process involves identifying and
prioritising the key risks within the Group and developing and implementing appropriate mitigation strategies to address
those risks. By regularly reviewing the risk profile of the business, the Board ensures that the risk strategy remains
appropriate at any point in the cycle. The process for identifying, assessing, and managing climate-related risks is
integrated into the Company’s overall risk management process, and is detailed in our TCFD statement on pages 38 to 43.
Climate-related risk is assessed by considering both the risks related to the physical impacts of climate change and
those related to transitioning to reduce carbon emissions and the switch to lower carbon, together with climate-related
opportunities and the impact on the Group strategy. Climate-related risk is continually evolving, and the potential impact
to our organisation in the short, medium and long term and our impact on the environment is considered. Climate-related
risks and opportunities are detailed in our TCFD statement on pages 38 to 43. The Group has made disclosures consistent
with the TCFD recommendations and recommended disclosures. At present, these factors are not considered to have a
material impact for the Group. We continue to monitor the significance of these risks, implement actions to mitigate the
risk where possible and report on these where it is considered that they could have a material impact on the Group.
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 net risk position of each identified risk against the Group’s risk appetite, and 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 ongoing basis with a specific periodic review at
least once a year of their system of internal controls to ensure that each risk area is addressed within the business. The
internal audit function reviews and tests the effectiveness of these controls to ensure that risk is being managed properly
and effectively.
A summary of the key risks that we believe could potentially impact the Group’s operating and financial performance,
together with year-on-year movement in net risk (i.e. increasing, decreasing or no material change), associated key actions,
and link to our strategic pillars are shown below. This includes the climate-related impact where relevant with detailed
climate-related risks and opportunities shown in our TCFD statement on pages 38 to 43.
The year-on-year movement in net risk rating takes account of possible events in the near future which may impact on the
gross risk rating.
Increasing
No material change
Decreasing
Our strategic pillars
1. Productivity
2. Technology and innovation
3. People
4. Customer experience
5. Data
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 53
Corporate GovernanceOverview
Risk Actions to mitigate risk
Net risk
trend
Link to our
strategic pillars
Political factors, economic,
environmental and
market uncertainty
The level of candidate and client
confidence in the employment
market and job availability are
important factors in determining
the total number of recruitment
transactions in a given year and
are significantly impacted by
political and economic turbulence
and uncertainty.
Candidates are less inclined to
move jobs when the number
of jobs available is in decline or
stagnant, which could lead to
a deterioration in the Group’s
financial performance.
Continued global political
turbulence could add pressure
to local economies and have a
significant negative impact on the
jobs market and result in reduced
hiring volumes.
Climate change (including
increased extreme weather
events) could result in geopolitical
disruption and could have an
impact on job losses and the
job market.
• The Group is geographically diversified, spanning 31
countries which limits the reliance on the success of any
particular market. The Group also continues to develop its
contract business, which provides more resilient revenue
streams in the event of an economic downturn. The Group
has successfully diversified into 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 base, such that the impact on profit
is mitigated, against the expected future benefit from the
retention of key staff. Historically, the Group has benefited
substantially from increased operational gearing as a result
of its policy of deliberately retaining key staff through
economic downturns.
• The Resource Solutions business is prepared to support
the relocation of workers, with the opportunity to leverage
off existing infrastructure within the Robert Walters Group.
Live job availability is monitored to ensure action plans
are documented for 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.
Productivity
Strategic Report
54 Robert Walters plc Annual Report and Accounts 2023
Principal Risks and Uncertainties continued
Risk Actions to mitigate risk
Net risk
trend
Link to our
strategic pillars
Talent attraction and retention
The Group relies heavily on recruiting
and retaining talented individuals with
the right and diverse skill sets to grow
the business.
In addition, as the Group expands its
operations in emerging markets, the
supply of people with the required
skills in specific geographic regions
may be limited.
Failure to attract and retain key
employees with the required sales,
management and leadership skills
may adversely affect the Group’s
financial results.
The overall culture and leadership
behaviours of an organisation has a direct
influence on performance and retention.
An inability to maintain and continue to
strive for a truly diverse and inclusive
culture could have an adverse impact on
talent attraction and retention, strategic
thinking, decision-making and overall
employee engagement.
A global pandemic, eco-anxiety
and unusual stressful working
environments could have an impact
on employees’ mental health, which
could lead to increased staff turnover
and reduced engagement.
Increased importance of ESG, alignment
of personal and employer’s purpose
and action against climate change and
flexible working, could have an impact on
attraction and retention of staff.
• The Group’s policy of linking bonuses to profitability in
discrete operating units has a high correlation to the
retention of efficient and effective members of staff.
• The long-term incentive schemes that are detailed
in note 19 to the accounts form a key part of a
wider strategy to improve levels of staff retention,
particularly of the Group’s senior employees.
• The Group offers international career opportunities and
actively encourages the redeployment of existing talent
to international offices and also to establish new offices.
• Other elements of the strategy to improve staff
retention and maximise career opportunities include
significant investment of time and financial resources
in employee training and development including regular
appraisals, aimed at core consultant competencies and
focused on enhancing management potential.
The Group’s culture and the associated processes
help to increase productivity and improve employee
alignment to the business. A comprehensive approach
to succession planning and career development is also
in place across the Group.
• Our equity, diversity and inclusion (ED&I) initiatives
are encapsulated as part of wider ESG targets and
associated KPIs. The Board promotes, monitors and
benchmarks ED&I, with initiatives and actions being a
focus across all of the Group’s regions.
The Group has a Global Head of Equity, Diversity
& Inclusion 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 forum for
staff to discuss topical ED&I issues and to ensure, as
a business, we are striving to create a truly inclusive
culture. All-inclusive leadership training for all managers
form part of the Group’s training programme.
The Group does not accept or tolerate inappropriate
behaviour and has clear policies and processes to
that effect.
People
• Our approach to ESG stems from our purpose
and focuses on the six pillars of our ESG Strategy:
Engaging our workforce, Enhancing our ED&I initiatives,
Responding to a sustainable world of work, Reducing
our environmental impact, Being a responsible
business and Supporting our communities. Our ESG
strategy is informed by our materiality assessment
and aligns to the United Nations' 17 Sustainable
Development Goals (SDGs). This ensures that our
actions are aligned with the latest thinking and best
practice, and that we can respond to the most critical
areas of concern in an effective, agile way.
• There are a significant number of mental health and
wellbeing initiatives in place across the Group and they
are considered as high priority by management.
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 55
Corporate GovernanceOverview
Risk Actions to mitigate risk
Net risk
trend
Link to our
strategic pillars
Competition and
emerging technologies
Competition risk 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 and artificial intelligence
for recruitment purposes may also
lead to increased competition. The
release of OpenAI's ChatGPT and
the increasing use of generative
AI could have an impact on the
recruitment process for both clients
and candidates.
• The development of strong commercial relationships with
clients has enabled the Group to win and then maintain
its contracts with large global organisations and the Group
also has a significant and diverse income stream across 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, customer experience
(CX) and technology and transformation teams, we
continue to identify, trial and adopt new technology to both
enhance and augment the service our consultants can
provide and to drive efficiencies across our business.
• Time is a critical resource, and we’re seeking to harness
fast-evolving technological change (e.g. the deployment of
AI to reduce human time given to standardised tasks) on
behalf of our consultants so they can spend even more time
with their clients and candidates. In 2023 we launched our
OpenAI Playground, our own private and secure version of
ChatGPT (enabled in our Microsoft Azure environment). Our
consultants are incorporating AI to enhance job adverts and
assist with sales outreach to name just a few examples.
Technology
and innovation
Customer
experience
Brand, reputation and
business strategy
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 damage.
A failure to demonstrate progress in
reducing our environmental impact
and meeting our ESG Strategy
targets could have a negative impact
on the Group’s reputation.
• 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
websites to give users and candidates the ability to provide
feedback or concerns. These can then be acted upon
swiftly by the Chief Strategy & Transformation Officer and
local senior management. The Group has a well-defined
whistleblowing process which can be accessed by candidates,
clients and suppliers. To complement this and in line with
best practices, the Group has appointed an independent
confidential reporting service where concerns can be raised
anonymously and treated with complete confidence.
• The Group’s long-term strategy for growth is centered
around geographic penetration and discipline diversification.
It is a testament to this strategy and underlying strength
of the Group’s brand and management team that we have
delivered a resilient performance throughout the difficult
market conditions.
• Candidate satisfaction surveys are carried out on a regular
basis, with Directors addressing any negative feedback
directly with the candidate or client.
• The Group has committed to the ongoing tracking and
monitoring of our core ESG KPIs, including climate-relevant
metrics and targets. These are disclosed in full on page 37.
People
Customer
experience
Strategic Report
56 Robert Walters plc Annual Report and Accounts 2023
Principal Risks and Uncertainties continued
Risk Actions to mitigate risk
Net risk
trend
Link to our
strategic pillars
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.
• Clear 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 have an ongoing global review dedicated to refining our
engagement with candidates and to ensure that best practice
candidate experience protocols are delivered consistently
across the Group.
• 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.
Technology
and innovation
Customer
experience
Non-compliance with
contractual obligations
The Group operates under a number
of complex contractual arrangements.
Any non-compliance with contractual
obligations may have an adverse
effect on the Group’s financial
performance and reputation.
• 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 and approved by the Chief Legal
Officer and Chief Financial Officer as appropriate.
Customer
experience
Non-compliance with
laws and regulations and
regulatory environment
The Group operates in a number
of diverse jurisdictions and has to
comply with numerous domestic and
international laws and regulations.
Any non-compliance with legislation
or regulatory requirements may
result in legal penalties, non-renewal
or revocation of a local business
licence or financial loss which
could have a detrimental effect
on the Group’s financial performance
and reputation. Specifically, the
landscape of carbon reporting,
data protection and use of AI is
rapidly changing, increasing the
risk of non-compliance with
reporting requirements.
Any change in the regulatory
environment, particularly impacting
employment legislation for both
candidates and clients, could have a
detrimental effect on how the Group
operates and the Group’s financial
performance. Any unanticipated
change or implementation of climate
policies may result in increased costs
and a possible threat to licences to
operate if the Group is unable to keep
up with legal requirements.
• 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.
• The Group’s legal department, together with local legal
expertise, remains up to date with any proposed regulatory
changes, allowing the Group sufficient time 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.
• The Group has set environmental targets and corporate
strategy to reduce carbon emissions and has made
disclosures consistent with the TCFD recommendations and
recommended disclosures. Appropriate disclosures are made
where they are considered to have a material impact on
business strategy, operations or the environment. Although
the Group does not operate in a sector with a significant
environmental impact, the Group recognises its requirements
and embraces environmental stewardship.
Productivity
People
Customer
experience
Data
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 57
Corporate GovernanceOverview
Risk Actions to mitigate risk
Net risk
trend
Link to our
strategic pillars
Data breach and cyber security
A data breach, cyber-attack or loss
of confidential and competitive
information could have a material
impact on the Group’s financial
results and an adverse impact on
the operations and the reputation
of the Group.
• The Group maintains a comprehensive IT security policy.
Though it is not possible to eliminate all risk, the policy
covers all relevant areas of IT security, and is reviewed on
a regular basis to ensure it continues to robustly support
business developments.
• Third-party advisers are used to perform penetration
tests on major systems and operations.
• 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 documents,
including confidential and sensitive data is available to
all staff.
• The Group has a dedicated Chief Technology Architect
and Group Information Security Officer with specific remits
to consider and ensure that appropriate and reasonable
controls are put in place, particularly in respect of cyber-
related threats and data breach.
• The Group has appointed a Data Protection Officer to
oversee the handling of personal data and compliance
with Data Protection laws.
Technology
and innovation
Customer
experience
Data
Reliance on technology 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
results and an adverse impact on
operations and the reputation of
the Group.
Climate change could result in
more extreme weather events,
which could cause damage
and disruption to the Group’s
technology infrastructure.
• The Group continues to review and improve its business
continuity and disaster recovery plans to mitigate against
any critical infrastructure disruptions. The Group has
invested in technology and innovation, enabling effective
ongoing hybrid working.
• Third-party advisers are used to perform penetration tests
on major systems and operations.
• 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 is able to mitigate natural
disaster risks (e.g. floods, earthquakes), and the Group is also
geographically diversified. In addition, all staff have the tools
and flexibility to work remotely as required.
Technology
and innovation
Data
Strategic Report
58 Robert Walters plc Annual Report and Accounts 2023
Risk Actions to mitigate risk
Net risk
trend
Link to our
strategic pillars
Financial risk
Foreign currency risk
In the course of its core business,
the Group transacts in a number
of functional currencies. Any
unfavourable movement in the foreign
exchange rates may have an adverse
effect on translation of overseas
operations’ local currency earnings,
and subsequently the Group’s Pounds
Sterling financial results.
Foreign currency risk
• Revenues and costs are in their functional currencies
in the local entities, which minimises the Group’s
transactional exposure.
• The Group continues to monitor the sensitivity to foreign
currency fluctuations through performing regular sensitivity
analysis and reducing exposure wherever possible.
Productivity
Technology
and innovation
People
Customer
experience
Data
Liquidity risk
An adverse cash position, or the
inability to access capital/funding
could result in an inability to pay
creditors and to fulfil day-to-day
operations and requirements.
The future success of the Group
could be affected if the Group fails
to align its capital planning with its
business strategy.
Liquidity risk
• Cash flow and working capital forecasts are prepared and
reviewed regularly to ensure the Group remains in a strong
balance sheet position and a detailed plan for any growth
opportunities is created before any deal is executed to
ensure that the appropriate finance is in place.
Credit risk
There is an increased uncertainty
over cash flows due to economic
pressures, which could increase
the risk that a counterparty
will default on its contractual
obligations resulting in financial
loss to the Group.
Credit risk
• The Group has adopted a policy of only dealing with
counterparties that are deemed creditworthy and that are
considered to have adequate credit ratings.
• Credit exposure is controlled by counterparty limits that are
reviewed and approved by management.
• The Group’s exposure and the credit ratings of its
counterparties are regularly monitored.
Transformation, change and
management of significant projects
Investing in technology,
transformation and innovation is
vital for the Group to remain an
industry-leading organisation and in
achieving its strategic objectives.
Poor governance and management of
our significant global projects could
result in increased costs, inefficiencies,
reduced employee engagement and
risk to business continuity.
• A Technology & Transformation Investment Board,
including members of the Operating Board and the
Transformation and Portfolio Director, reviews and
approves all significant technology and transformation
investments before they begin.
• A Change Advisory Board is in place, which ensures that
appropriate consideration is given to the introduction of
changes to our live environments.
• A monthly steering committee/weekly core project team
meeting is held with representatives from key areas involved
or impacted by the project/program. The steering committee/
project team reviews progress against the current program
objectives, spend and approves any significant changes to
both. Regular program team meetings are conducted to
manage the day-to-day activities of the program. Other
governance sessions include product counsel and program,
product, technology and business working groups.
• Business change plans are in place to actively communicate
and engage with employees throughout the process of
transformation and change and include ongoing evaluation
and feedback to ensure the impact of any change is
continually monitored and improved. This includes the use
of change champions in each region, user feedback surveys,
quarterly updates, relevant training and communication
channels with key stakeholders. The outputs from these
activities are used to support evidence-based decision making.
New
in
2023
Productivity
Technology
and innovation
Customer
experience
Principal Risks and Uncertainties continued
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 59
Corporate GovernanceOverview
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 they consider, in good faith, would be most likely to promote the success of the
Company for the benefit of its members as a whole, and in doing so has regard (amongst other matters) 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.
Key stakeholders are identified as those stakeholder groups fundamentally impacted by the performance and decisions of
the Company, and those which have a significant impact on the long-term success of the Company. Our key stakeholder
groups identified are our people, our clients, our candidates, our communities, our investors and our suppliers.
The Board has considered the interests of key stakeholders through fostering the Company’s business relationships and
actively engaging with them. Our key stakeholder groups and other interested parties, and how we engage with them, are
detailed in the Stakeholder Engagement section of the Strategic Report on pages 48 to 49. We consider the most effective
way of communicating with our stakeholders to be through encouraging participation and active consultation.
The interests of key stakeholder groups are considered in Board discussions and decision-making and are embodied in our
purpose of powering people and organisations to fulfil their unique potential.
Balance of interests of different stakeholder groups were assessed, with outcomes managed through effective engagement
and active consideration of any feedback received.
The Board’s focus on clients, candidates and culture ensures the Group maintains a reputation for high standards of business
conduct, and the need to act fairly between members of the Company.
Through the risk management process as detailed in the Principal Risks and Uncertainties section of the Strategic Report
on pages 52 to 58, the Board has assessed the Company’s risk profile, consequences of any decision in the long term,
appropriate risk mitigation strategies and identification and consideration of emerging risks.
Strategic Report approval
The Strategic Report, outlined on pages 4 to 59, incorporates the Chair’s Statement, Chief Executive’s Statement, Operating
Review, Market Overview, Our Strategy for Growth, Our Strategic Pillars, Our Business Model, Key Performance Indicators, ESG
Strategy, Stakeholder Engagement, Financial Review, Principal Risks and Uncertainties and Section 172 Statement.
By order of the Board,
David Bower
Chief Financial Officer
7 March 2024
Stakeholder Engagement: pages 48 to 49
Our Strategy for Growth: pages 14 to 21
ESG Strategy: pages 26 to 47
Principal Risks and Uncertainties: pages 52 to 58
Corporate Governance
60 Robert Walters plc Annual Report and Accounts 2023
Chair's Introduction to Corporate Governance
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.
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 talent, that the Directors have sufficient
time available to meet Board responsibilities and that we
work effectively as a team. The shared objectives of the
Board are 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 52 to 58 and the
Climate-related risks and opportunities section on pages
40 to 41.
The Board Committees have had an active year. The
Nominations Committee led the appointment process with
the assistance of an external advisor for Toby Fowlston
as Chief Executive Officer in April 2023, Michaela Tod
and Jane Hesmondhalgh as Non-executive Directors in
June 2023 and David Bower as Chief Financial Officer in
September 2023.
The Audit and Risk Committee continued to see
appropriate controls evident in all areas of risk
management. The internal audit function continued
to enhance and evolve its scope and areas of focus,
including addressing ongoing amendments driven from the
Group’s risk register. Further information on the work and
responsibilities of the Audit and Risk Committee and the
effectiveness of the Group’s system of internal control is
detailed in the Report of the Audit and Risk Committee and
the audit, risk, and internal control sections of this report.
Leslie Van de Walle
Chair
As a Group, we have
an expressed aim of
respecting the needs of
shareholders, employees,
clients, candidates,
contractors and
suppliers.”
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 61
Corporate GovernanceOverview
The Remuneration Committee reviewed the Executive
Directors’ pay during the year against a backdrop of macro-
economic uncertainty and continue to incorporate current
best practice.
A key aspect of ensuring your Board’s effectiveness is our
annual Board and Committee evaluation process. Further
details can be found on page 73.
On the following pages we describe our corporate
governance framework in more detail.
Leslie Van de Walle
Chair
7 March 2024
As a Board, we are pleased with the further progress
that the Group has made to ensure high standards of
corporate governance are maintained.”
Leslie Van de Walle
Chair
Corporate Governance
62 Robert Walters plc Annual Report and Accounts 2023
Leslie is Chair of Greencore
Group plc.
Leslie has held various non-
executive roles and was previously
Non-executive Director of HSBC
UK Bank plc. He has also been
Chair of Euromoney Institutional
Investor plc and Chair of SIG plc,
as well as Deputy Chair at Crest
Nicholson Holdings and Senior
Independent Director of DCC plc.
He also served as Chair of the
Robert Walters Group between
2012 and 2018. Leslie's executive
career has included serving as
Group Chief Executive Officer at
Rexam plc and Chief Executive
Officer at United Biscuits plc.
David joined the Board of Robert
Walters plc as Chief Financial Officer
on 4 September 2023 and brings
significant experience of working
with international businesses.
Prior to joining Robert Walters,
David spent 18 years at HomeServe
plc, where he held a number
of senior divisional and group
finance roles. David was appointed
as Chief Financial Officer of
HomeServe plc in 2017 and led its
sale to Brookfield Infrastructure
Partners L.P., a transaction which
completed in early 2023 for an
equity value of £4.1bn.
David is a graduate of
Loughborough University of
Technology and is a Fellow of the
Institute of Chartered Accountants
in England and Wales.
After qualifying as a solicitor,
Toby joined the business as a
consultant in 1999 and has since
held senior positions leading the
Group’s recruitment operations
in both the UK and Asia-Pacific,
the Group’s largest and most
profitable region.
Having worked his way up from
consultant to leading the Group’s
London recruitment business, Toby
transferred to Singapore, heading
up operations in Singapore and
South-East Asia for five years
before being promoted to CEO
Asia-Pacific, a role he held for two
years. In early 2021, Toby moved
back to London to work closely
with the Group’s founder, Robert
Walters, as CEO of Robert Walters
and Walters People, two of the
Group’s global recruitment brands.
He was appointed to the role of
Group CEO on 27 April 2023.
Tanith is an HR executive with a
strong consumer background in
international organisations. Her
recent experience includes Chief
People Officer at Bicester Village
Shopping Collection.
Prior to this, 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 Group plc, Tanith was
Group Human Resources Director
at WH Smith, where she also
held responsibility for Public
Relations, Communications and
Post Office Operations. Prior
to this, she 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 also a Non-executive Director
of Silverwood Brands since
October 2022.
Report of the Board
Board of Directors
David Bower
Chief Financial Officer
Appointed
September 2023
Leslie Van de Walle
Chair
Appointed
November 2022
Committees
Toby Fowlston
Chief Executive Officer
Appointed
April 2023
Tanith Dodge
Non-executive Director,
Senior Independent Director
Appointed
February 2017
Committees
N
A N R
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 63
Corporate GovernanceOverview
Matt joined the Board of Robert
Walters plc on 23 December
2021. He brings a broad range
of experience from different
sectors. As Group CFO of Micro
Focus International plc, one of
the world’s largest enterprise
software providers, Matt
completed its sale to Open Text
Inc for an Enterprise Value of
$6bn in early 2023. Previously,
Matt was Chief Financial Officer
at William Hill plc, prior 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.
Michaela is an experienced Board
member and is currently a Non-
executive Director of publicly
quoted MYT Netherlands Parent
B.V. and CEO of Chiaro Technology
Ltd. Michaela’s executive career
spanned the consumer products
industry including senior executive
positions at Dyson where she
spent 14 years and latterly
served as President of Greater
China. More recently, Michaela
served as Co-Chief Executive of
ProSiebenSat.1 Entertainment.
Prior to Dyson, Michaela held
senior positions at Grey Group
and FCB Global.
Jane is an experienced senior
executive with wide-ranging and
international experience across
the technology sector. Jane was
most recently Corporate Vice
President within Microsoft’s
Global Commercial business and
has held other senior finance
positions across Microsoft
including Chief Financial Officer,
Microsoft International and Chief
Financial Officer, Microsoft Global
Consumer Business. Prior to
joining Microsoft, Jane held senior
finance positions at Palm Inc.,
3Com, and Boeing.
Board
Composition
A dynamic and
professional
leadership
team, focused
on delivering
our strategic
ambition.
Matt Ashley
Non-executive Director
Appointed
December 2021
Committees
Michaela Tod
Non-executive Director
Appointed
June 2023
Committees
Jane Hesmondhalgh
Non-executive Director
Appointed
June 2023
Committees
A N R A N R
1 Chair
2 Executives
4 Non-executives
A
Audit and Risk
N
Nominations
R
Remuneration
Chair of Committee
A N R
Corporate Governance
64 Robert Walters plc Annual Report and Accounts 2023
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.
Toby Fowlston
Chief Executive
Officer
As Chair, Leslie Van de Walle
is responsible for leading the
Board, and for its effectiveness
and integrity. The Chair 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, Toby Fowlston
is responsible for the day-to-
day management of the Group’s
operations, implementing Board-
approved strategic objectives
and policies, and developing the
vision and strategy for the Board’s
review and approval.
The roles are set out in writing and have been approved by the Board.
The key responsibilities of the Chair and Chief Executive are
summarised below:
Senior Independent
Director
Tanith Dodge is the Senior
Independent Director. As such,
she 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
Leslie Van de
Walle
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 Leslie Van de
Walle, Tanith Dodge, Matt
Ashley, Michaela Tod and
Jane Hesmondhalgh, 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; additionally, no Non-
executive Director, including the
Chair, has served on the Board for
more than nine years from the
date of their first appointment; and
The independent Non-executive
Directors met a number of
times during the year without
management present.
Leslie Van
de Walle
Chair
Tanith Dodge
Non-executive
Director
Tanith Dodge
Non-executive
Director
Michaela Tod
Non-executive
Director
Jane
Hesmondhalgh
Non-executive
Director
Report of the Board continued
Matt Ashley
Non-executive
Director
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 65
Corporate GovernanceOverview
Statement of compliance with the UK Corporate Governance Code
The Company has complied throughout the year ended 31 December 2023 with the Code provisions set out in the 2018
UK Corporate Governance Code (the Code).
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
integrate the principles of the five sections of the Code into our business, being: 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 74 to 97.
Board leadership and Company purpose
Company’s purpose, values and strategy
Our purpose as a business is to power people and organisations to fulfil their unique potential. This is the bedrock of our
growth strategy which is covered separately in the Strategic Report on pages 4 to 59. Likewise, our purpose underpins our
dynamic culture and our core principles of teamwork, integrity, passion, innovation, quality and inclusion.
As a global business we continue to strive to build a high-performing and inclusive organisation with a culture that enables all
of our employees to build long-term and rewarding careers. Our purpose-driven culture is covered in more depth on pages 18
to 19 and 30 to 31.
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
excellence (e.g., Great Place to Work), external benchmarking and professional certifications and accreditations are examples
of 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, integrity, passion, innovation, quality, and inclusion are evident in Our Strategy for
Growth section and throughout our ESG Strategy section on pages 26 to 47. 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 91,
and this encompasses regular meetings with employees, including meeting with new starters and leavers. Any whistleblower
reports are reviewed by the Board and its Committees to confirm any appropriate corrective actions are taken.
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. The Chair and the Remuneration Committee Chair offer to meet with
largest shareholders and hear their views on an annual basis. How we engage with some of these key stakeholder groups
and other interested parties is detailed in the Stakeholder engagement section of the Strategic Report on pages 48 to 49.
Corporate Governance
66 Robert Walters plc Annual Report and Accounts 2023
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 affairs. It exercises direction and supervision of the Group’s operations throughout the world and defines the
line 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 Board retaining specific responsibility for agreeing the strategic direction of the Group, the approval of accounts,
business plan, budget and capital expenditure, the review of operating results, the effectiveness of governance practice
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 (now elevated to the Board
itself rather than the former Organisational Health Committee);
• 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;
• The provision of appropriate training to all new Directors at the time of appointment to the Board, and by ensuring
that existing Directors receive such training as to be equipped with the skills required to fulfil their roles;
• Delegating responsibilities to sub-Committees: 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;
• Presentations on different aspects of the Group's business from members of the Operating Board or other members of
senior management;
• Regularly reviewing financial plans, including budgets and forecasts;
• Adjourning meetings or deferring decisions when Directors have concerns about the information available to them; and
• Making the Company Secretary responsible to the Board for the timeliness and quality of information.
Audit and Risk Committee
The Audit and Risk Committee’s primary focus is to assist the Board in fulfilling its oversight responsibilities. During
the year the Audit and Risk Committee met three times and reviewed the following:
• Half-year results and the annual Financial Statements;
• The effectiveness of the Group’s system of internal controls, internal audit and risk management;
• The performance of the external auditor, their terms of engagement, the scope of the audit and audit findings
including findings on key judgements and estimates in the Financial Statements; and
• The opinions of management and the external auditor in relation to the appropriateness of the accounting policies
adopted, significant estimates and judgements and whether disclosures were balanced and fair.
Further information on the work of the Audit and Risk Committee during the year can be found on pages 69 to 71.
Report of the Board continued
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 67
Corporate GovernanceOverview
Nominations Committee
The Nominations Committee met three times during the year and its activities included:
• Engaging the assistance of an external advisor and subsequently recommending the appointment of Toby Fowlston as
Chief Executive Officer in April 2023, Michaela Tod and Jane Hesmondhalgh as Non-executive Directors in June 2023 and
David Bower as Chief Financial Officer in September 2023;
• Monitoring the Board’s structure, size, composition and diversity to achieve a balanced and effective Board in terms 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;
• Assessing potential conflicts of interest of all Directors, including those resulting from significant shareholdings; and
• An annual review of progress achieved, including the diversity objectives of the Group, the gender balance and other
aspects of diversity of those in senior management and their direct reports.
Further information on the work of the Nominations Committee during the year can be found on pages 72 to 73.
Remuneration Committee
The Remuneration Committee met five 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;
• Ensuring the framework for Executive remuneration remains effective, incorporating current guidance on best practice
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 74 to 97, 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. By invitation, the Chief Executive Officer and Chief Financial Officer are invited to attend all
meetings of the Audit and Risk Committee, and the Remuneration Committee. Toby Fowlston, as Chief Executive Officer,
was also invited to attend all meetings of the Nominations Committee, other than those that were held to consider his
own appointment. Leslie Van de Walle also attended two Audit and Risk Committee meetings.
Board
(7 meetings)
Audit and Risk
Committee
(3 meetings)
Nominations
Committee
(3 meetings)
Remuneration
Committee
(5 meetings)
L Van de Walle 7 n/a 3 n/a
R C Walters
1
2 n/a 2 n/a
A R Bannatyne
2
3 n/a n/a n/a
T Fowlston
3
5 n/a n/a n/a
D Bower
4
3 n/a n/a n/a
T Dodge 7 3 3 5
S Cooper
5
4 1 3 4
M Ashley 7 3 3 5
J Hesmondhalgh
6
4 1 n/a 1
M Tod
6
4 1 n/a 1
1. R C Walters stepped down from Board on 27 April 2023.
2. A R Bannatyne stepped down from Board on 1 September 2023.
3. T Fowlston was appointed to the Board as Chief Executive Officer on 27 April 2023.
4. D Bower was appointed to the Board as Chief Financial Officer on 4 September 2023.
5. S Cooper stepped down from the Board on 1 June 2023.
6. M Tod and J Hesmondhalgh joined the Board on 1 June 2023.
Corporate Governance
68 Robert Walters plc Annual Report and Accounts 2023
Governance of climate matters
Climate change has been a key focus for the Group in 2023 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, Board and business
support functions and has met seven times during the year. The Committee is responsible for providing strategic direction for
the management of environmental impacts, with a particular focus on the Group’s management of the financial risks from
climate change and reports to the Board twice yearly. Within the committee, two operational ‘champions’ (EMEAA and APAC)
have been appointed to drive change and influence behaviours in the business through internal communication and engagement
with management teams in our local businesses in order for the Group to meet its environmental targets. Further details on our
environmental targets can be found on page 37.
The environmental targets have been part of the Executive Directors KPIs for 2023, and together with other ESG targets, bonus
payable is up to a maximum of 8% out of the 25% payable under the KPI element.
Audit, risk and internal control
Internal control
The Board is responsible for the effectiveness of the Group’s system of internal control. A review has been completed
by the Board for the year ended 31 December 2023 and up to the date of approval of the Annual Report. The Board’s
monitoring covers all controls, including financial, operational and compliance controls and risk management. It is based
primarily on reviewing reports from management to consider whether significant risks are identified, evaluated, managed
and controlled and whether any significant weaknesses are promptly remedied and indicate a need for more extensive
monitoring. The Audit and Risk Committee assists the Board in discharging its review responsibilities. During the course
of its review of the system of internal control, the Board has not identified nor been advised of any failings or weaknesses
which it has determined to be significant.
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. Such a system is designed to manage, rather than eliminate, the
risk of failure to achieve business objectives and can provide only reasonable and not absolute assurance against material
misstatement or loss.
The full Board meets regularly and has a schedule of matters which are required to be brought to it or its duly authorised
Committees for decision, aimed at maintaining full and effective control over appropriate strategic, financial, operational
and compliance issues on an ongoing basis.
The Board has put in place an organisational structure with clearly defined responsibilities and delegation of authority. The
Board constitution clearly sets out those matters for which the Board is required to give its approval. The Board delegates
the implementation of the Board’s policy on risk and control to Executive management and this is monitored by the
internal audit function which reports back to the Board through the Audit and Risk Committee.
The internal audit function provides objective assurance to both the Audit and Risk Committee and to the Board.
Report of the Audit and Risk Committee and the Auditor
A separate report of the Audit and Risk Committee is set out on pages 69 to 71 and provides details of the role and activities
of the Committee and its relationship with the external auditor.
Leslie Van de Walle
Chair
7 March 2024
Report of the Board continued
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 69
Corporate GovernanceOverview
Report of the Audit and Risk Committee
Dear Shareholder
As Chair of the Audit and Risk Committee, I am pleased to
present my report on the activities of the Audit and Risk
Committee for the year ended 31 December 2023.
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, Michaela Tod and Jane
Hesmondhalgh; all of whom are independent Non-
executive Directors. The Audit and Risk Committee met
three times during the year, with full attendance at each
of the meetings. Michaela Tod and Jane Hesmondhalgh
who joined the Board in June 2023, were present at each
of the meetings since their appointment. In the case of
Steven Cooper who stepped down from his role as a Non-
executive Director on 1 June 2023, attendance was at the
first of those meetings during the year.
The composition of the Audit and Risk Committee was
reviewed during the year and the Board and the Committee
are satisfied that it has the expertise and resource to fulfil
its responsibilities effectively including those relating to risk
and control.
The Audit and Risk Committee is required to include at least
one financially qualified member, with this requirement
currently fulfilled by myself. All Audit and Risk Committee
members are considered to be financially literate.
As Audit and Risk Committee Chair, I invited the Chair of
the Board and the Executive Directors to each meeting.
In addition, the Chief Financial Officer – Global Finance,
Group Financial Controller, 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 review the interim and annual Financial Statements,
the accounting policies of the Group, its internal financial
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 evaluates the
effectiveness of those controls and the management of key
risks within the Group.
The Audit and Risk Committee discharges its responsibility in
respect of the annual Financial Statements by reviewing the
terms of the scope of the external audit in advance of the audit
and subsequently evaluating the findings of the external audit
as presented to the Audit and Risk Committee by the auditor
prior to the approval of the annual Financial Statements.
The evaluation of the Committee as well as the
Board is commented on on page 73 in the Report of the
Nominations Committee.
Matt Ashley
Audit and Risk
Committee Chair
I am pleased to present my report on the
activities of the Audit and Risk Committee
for the year ended 31 December 2023.”
Matt Ashley
Audit and Risk Committee Chair
Corporate Governance
70 Robert Walters plc Annual Report and Accounts 2023
Significant accounting judgements and estimates
The Audit and Risk Committee reviewed the Group’s
draft full-year and half-year 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 appropriateness of the accounting
policies adopted, significant estimates and judgements
and whether disclosures were balanced and fair. The main
areas of focus in 2023 and matters where the Committee
specifically considered the judgements 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 revenue recognition and was satisfied by the
judgements made by management. Internal audit reports
regularly on key processes and controls, which include
revenue recognition and earned but not invoiced revenue.
The Committee concluded that the internal controls
currently in place around revenue recognition are operating
effectively. The Audit and Risk Committee also reviewed the
judgements made by management in determining the back-
out provision applied to this revenue, whereby a percentage
of candidates may cancel placements prior to or shortly
after the commencement of employment. The level of this
provision is considered to be calculated on a consistent
basis and to be appropriate based on historical trends
and considering economic pressures on current client and
candidate conditions.
Revenue recognition – temporary placements
Revenue from temporary placements, which is amounts
billed for the services of temporary staff, 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 the internal
controls in place to ensure that changes in rate cards are
being processed appropriately and temporary worker rates
are being recorded accurately. The Committee concluded
that management’s approach to revenue recognition from
temporary placements was consistent with the accounting
policy, that any judgements made were appropriate, and
that the internal controls currently in place around rate
cards are operating effectively.
Other significant matters considered by the
Audit and Risk Committee
The Committee considered other significant matters as
set out below:
Going concern and viability statement
In order to support the going concern assumption, the
Committee was presented with detailed forecasts showing
the current Group financing position and future cash flows;
please refer to the going concern and viability statement
on page 101. For the three-year period ending 31 December
2026, the Group’s financing arrangements include:
• Net funds totalling £79.9m (this is net of the facility drawn
down to the extent of £15.8m at 31 December 2023);
• A committed four-year borrowing facility of £60.0m which
expires in March 2027; and
• Net current assets of £164.9m.
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 101).
Based on the current financing position and projected cash
flows and market uncertainty, the 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 Statements.
One amendment to accounting standards, as detailed in
the Developments in accounting standards/IFRS section of
the Statement of Accounting Policies on page 119, will apply
with no material impact for the financial year 2024 and
the Committee will continue to assess the impact on the
Group’s Financial Statements.
Fair, balanced and understandable
A final draft of the Annual Report and Accounts is reviewed
by the Audit and Risk Committee prior to consideration
by the Board, and the Committee considered whether the
2023 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. They were
satisfied that, taken as a whole, the 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 continued
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 71
Corporate GovernanceOverview
Internal audit and risk
At the end of 2022, the Committee approved the internal
audit plan for 2023. During the year the internal audit
function has delivered both significant geographic and
financial coverage, as well as risk-based assurance
across a wide remit including operational activities and
support departments. Internal audit reports regularly on
key business processes and control activities, following
up on the implementation of management action plans
to address any identified control weaknesses. At each
meeting, the Committee received a summary of new audit
findings and a progress update on previously raised audit
recommendations. A robust Group-wide risk analysis,
including the identification and consideration of emerging
and climate-related risks, was performed during the year
as detailed in the Strategic Report: Principal Risks and
Uncertainties on pages 52 to 58. The Committee reviewed
the independence and objectivity of the internal audit
function and concluded that it was fit for purpose and
also approved the internal audit plan for 2024.
Assessment of effectiveness of external audit process
The Committee assessed the effectiveness of the external
audit process by obtaining feedback from all parties
involved in the process, including management and the
external auditor. As part of a formal review process, audit
effectiveness questionnaires are completed by members of
the Audit and Risk Committee and senior finance employees
across the Group. The questionnaires cover the quality of
robust challenge and perceptiveness provided by the audit
team at Group level and of key components of the audit,
in handling key accounting and audit judgements including
demonstrating professional scepticism and independence.
A summary report of these responses, including
recommendations for future improvement, was presented
to the Committee for its consideration. It was concluded
that the external audit process was operating effectively.
The Committee held private discussions with BDO LLP at all
three of the Audit and Risk Committee meetings providing
BDO LLP an opportunity for open dialogue and feedback
without management being present. Matters discussed
included the preparedness and efficiency of management
with respect to the audit, the strengths and any perceived
weaknesses of the financial management team, confirmation
that no restriction on scope had been placed on them by
management and how they had exercised professional
judgement. Based on this formal feedback and its own
ongoing assessment, the Committee remains satisfied with
the efficiency and effectiveness of the audit.
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, following a review during the year, remains
satisfied with the effectiveness and independence of BDO
LLP. 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 ensuring the independence and objectivity of the Group’s
auditor 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 adopted
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. The Audit and Risk
Committee has assessed the risk and does 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.
Raising concerns in confidence
The Group's whistleblowing procedures ensure that appropriate
arrangements are in place for employees, clients, suppliers and
candidates to be able to raise matters of possible impropriety in
confidence, with suitable 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 2024 and is signed on its behalf by:
Matt Ashley
Audit and Risk Committee Chair
7 March 2024
Corporate Governance
72 Robert Walters plc Annual Report and Accounts 2023
Report of the Nominations Committee
Roles and activities of the Committee
The Nominations Committee nominates candidates to fill
Board vacancies, considers the ongoing succession of the
Board and its Committees and makes recommendations
on Board composition and balance. In addition to myself
as Chair, the other members of the Committee are Tanith
Dodge, Matt Ashley and, from 31 October 2023, Michaela
Tod and Jane Hesmondhalgh. Robert Walters and Steven
Cooper were members of the Committee until 27 April
2023 and 1 June 2023 respectively.
During the year, the Nominations Committee met to
consider and approve the recommendation to put forward
the re-election of the Directors at the April 2023 Annual
General Meeting, considering both sufficient time available
to meet Board responsibilities and other significant
commitments which are disclosed in the Directors’
Report on page 67. As explained further below, the
Committee also met in connection with each of the Board
appointments during the year.
We are committed to equality of opportunity regardless
of gender, sexual orientation, race, age, disability or
religious belief. Board vacancies are filled following a
robust selection process, including, for example external
search ensuring a high calibre and diverse shortlist,
including strong female candidates, being presented to the
Committee. The Board remains committed to increasing
its diversity, which was enhanced during the year with the
appointment of Michaela Tod and Jane Hesmondhalgh as
Non-executive Directors to the Board.
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 appointees have sufficient time available to meet the
demands of the position. The terms of the contracts for
the Non-executive Directors are available upon request.
The Group remains committed
to maximising career
opportunities through significant
investment in training and
professional development.”
Leslie Van de Walle
Chair
Leslie Van de Walle
Chair
The Board remains
committed to increasing its
diversity, which was enhanced
during the year with the
appointment of Michaela Tod
and Jane Hesmondhalgh.”
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 73
Corporate GovernanceOverview
Appointments
During the year, the Committee met on a number of
occasions to manage the appointment of Toby Fowlston
as Chief Executive Officer in April 2023, Michaela Tod
and Jane Hesmondhalgh as Non-executive Directors in
June 2023 and David Bower as Chief Financial Officer in
September 2023. These appointments followed formal,
rigorous and transparent appointment and 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 Committee is satisfied with the current composition
of the Board and its Committees though it 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 is our designated Non-executive Director under
the UK Corporate Governance Code. We continue to promote
an honest and open environment and encourage colleagues
with any concerns to report issues directly through line
managers or via an independent, confidential integrity line.
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 information about the Group. Throughout
their period in office, the Directors are regularly updated
on the Group’s business and the environment in which it
operates, by written briefings and by meetings with senior
executives, who are 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 affect them as Directors and are
able to obtain training, at the Group’s expense, to ensure
they are kept up to date on relevant new legislation and
changing commercial risks.
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
effectiveness is critical to the Group’s continued long-term
success. This process includes a tailored questionnaire
that specifically includes, among other areas, Board
effectiveness on communication, strategic approach and
risk assessment.
In 2023, 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 with the other Directors
by the Senior Independent Director. Subsequently, there
was a full Board discussion of the matters that were
raised, a process for any matters that were considered
needing additional attention and an agreement of the Board
priorities for 2024. 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. Areas where actions were agreed included:
• Ongoing enhancement of business reporting to the Board
• Continued increase in Board engagement with leaders
within the business.
• Further elevation of the People agenda at each main
Board meeting
• Maintaining discussions on long-term strategic plans
• Reviewing progress on each action at mid-year as well as
full-year.
The Board intends that a future evaluation will be externally
facilitated. In the context of the significant number of
recent changes to the Board, and the actions agreed upon
in the 2023 evaluation to be implanted over the course of
2024, a decision regarding the appropriate timing of that
external facilitation will be taken in the coming year.
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 that their individual performances continue to be
effective, with each Director demonstrating commitment to
their role. The Chair is therefore pleased to support the re-
election of Directors, as does the Committee and the Board.
As Michaela Tod, Jane Hesmondhalgh, and David Bower
were appointed to the Board during the year, they will offer
themselves for election to the Board at the Annual General
Meeting in April 2024.
Succession planning
A clear focus on career progression, including specific
development plans and appropriate training and
development support, for employees is core to the Group’s
growth and helps attract and retain talented individuals.
The Group remains committed to maximising career
opportunities through significant investment in training and
professional development. Executive succession planning
discussions were held in 2023 and a succession plan is in
place for the Executive Directors and their direct reports
which strives to reflect talent and diversity. When a new
Chair is being appointed, the Chair of the Board does not
chair the Committee in leading that appointment.
Leslie Van de Walle
Chair
7 March 2024
Corporate Governance
74 Robert Walters plc Annual Report and Accounts 2023
Tanith Dodge
Remuneration
Committee Chair
Report of the Remuneration Committee
Directors’ Remuneration Report at a glance
In contrast to the hiring markets of 2021-2022, trading conditions were challenging
in 2023 – particularly during the second half of the year. Revised full-year profit
expectations for the Group were met, though the tougher trading conditions drove
a lower profit before taxation for the Group compared to the prior year.
The Remuneration
Committee set stretching
but realistic performance
targets which were aligned
to the business strategy.
In light of the financial
performance for the year,
the bonus outturn was 0%
of maximum.
The performance shares
granted in 2021 will lapse
in full in March 2024.
Leaver terms were
agreed for the founder
CEO, Robert Walters
and the former CFO,
Alan Bannatyne who
both retired during the
year. The remuneration
arrangements were
decided for the incoming
CEO, Toby Fowlston and
CFO, David Bower.
Executive Directors
received a salary
increase of 3.0% effective
from 1 January 2024.
The increases for UK
employees were 3.5%.
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 75
Corporate GovernanceOverview
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 and 121 senior employees
participate in a Group share incentive
scheme. Additionally, the Executive
Directors have an obligation to build
and hold minimum shareholdings
in order to align their interests with
those of long-term shareholders. This
obligation continues for two years after
employment as a director ceases.
The Group’s performance has
been affected by macro-economic
uncertainty and volatility and the
ripple effect on candidate and client
confidence, resulting in a decrease
in net fee income of 10% to £386.8m
and profit before taxation decreased
by 63% to £20.8m. 84% of our net fee
income now comes from outside the
UK and only 11% of recruitment net
fee income from the financial services
sector. Basic earnings per share was
20.1p, a decrease of 64% on the prior
year basic earnings per share of 56.2p.
The balance sheet remains strong and
our net cash position was £79.9m at
the year-end.
The Board has proposed that the final
dividend remains flat at 17.0p per share
(2022: 17.0p).
Board changes
As announced on 10 March 2023,
Robert Walters decided to retire as CEO
and stepped down from the Board with
effect from 27 April 2023. He remains
employed by the Company in his
capacity as Founder of the Company.
Robert Walters’ notice began on 10th
March 2023 and he continues to
receive his base salary, cash pension
allowance and other benefits up until
9 March 2024. He remained eligible to
receive an annual bonus for the 2023
financial year based on performance
achieved, however as noted elsewhere
in this report, in light of the current year
financial performance of the Group,
no bonus is payable in respect of the
year. Outstanding incentive awards,
including deferred bonus awards
and Performance Share Plan (“PSP”)
awards will continue to vest on their
original dates and PSP awards remain
subject to performance achievement.
Robert Walters was entitled to a
capped contribution of £5,000 plus
VAT towards legal fees incurred
in connection with the transition
of his role. More details of these
arrangements are set out on page 83.
In his role of Founder of the Company
Robert Walters has provided
consultancy and advisory services to
the Company’s board and new Chief
Executive Officer, Toby Fowlston
throughout his notice period. At the end
of his notice period on 9 March 2024,
Robert Walters continues in his role
as Founder of the Company and his
services will then be provided on an ‘as
required’ basis for which he will receive
a payment of £10,000 per month.
Toby Fowlston was appointed as Chief
Executive Officer on 27 April 2023. His
salary on appointment was £540,000,
which was 24% lower than his
predecessor reflecting that this is his
first Board appointment. His incentive
awards are in line with the approved
directors’ remuneration policy with a
bonus of up to 150% of salary per year
and a normal PSP award of 180% of
salary each year. His bonus for 2023
was due to be pro-rated for the period
of service as CEO and his previous
role. However, as noted elsewhere in
this report, in light of the current year
financial performance of the Group, no
bonus is payable in respect of the year.
As announced on 26 July 2023, Alan
Bannatyne decided to retire as CFO
and stepped down from the Board
with effect from 1 September 2023. He
remains employed by the Company
until expiry of his notice period on 14
August 2024. During his notice period,
he continues to receive his base salary,
cash pension allowance and other
benefits up until 14 August 2024. He
remained eligible to receive an annual
bonus for the 2023 financial year based
on performance achieved. However
as noted elsewhere in this report, in
light of the financial performance of
the Group in 2023, no bonus is payable
in respect of the year. Outstanding
incentive awards, including deferred
bonus awards and Performance Share
Plan (“PSP”) awards will continue to
The Report of the Remuneration
Committee is divided into two sections::
• The Annual Report on remuneration
which details payments made to
Directors in 2023. It shows the link
between Group performance and
remuneration for the 2023 financial
year and the intended approach to
be applied for the 2024 financial year.
The Annual Report on remuneration
is subject to an advisory vote at the
2024 Annual General Meeting.
• A summary of the Directors’
remuneration policy which sets out
the Group’s remuneration policy
for Directors. This was approved by
shareholders at the 2023 Annual
General Meeting with 99.66% of
votes cast in favour and is included
for information.
Principles of pay across Robert
Walters Group
Robert Walters Group operates in a
highly competitive sector. We are an
international 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. Our
approach to pay has endured for many
years and reflects the long-established
team-based values of the founder who
set up the Company in 1985. Robert
Walters plc has been a listed entity
for more than twenty years and now
operates in 31 countries.
Our objective is to ensure that our
shareholders receive value for money
from our investment in remuneration.
The total employee pay cost in 2023
was £260.3m of which the Executive
Directors’ total remuneration in 2023
was 0.4% of this. The Committee’s
remit includes the review and approval
of the Operating Board’s pay and
bonus payments. The Committee also
reviews decisions on the remuneration
of employees throughout the business.
In addition to my role as Remuneration
Committee Chair, I have undertaken
additional engagement internally to
provide the Board with greater visibility
of employee-related matters across
the Group.
Corporate Governance
76 Robert Walters plc Annual Report and Accounts 2023
vest on their original dates and PSP
awards remain subject to performance
achievement. Mr Bannatyne was
entitled to a capped contribution
of £3,000 plus VAT towards legal
fees incurred in connection with the
transition of his role. More details of
these arrangements are set out on
page 83.
David Bower was appointed as Chief
Financial Officer on 4 September
2023. His salary on appointment was
£434,000 which reflects his previous
experience as a listed company CFO.
His incentive awards are in line with the
approved remuneration policy with a
bonus of up to 150% of salary per year
and a normal PSP award of 180% of
salary each year. His bonus for 2023
was due to be pro-rated for the period
of service. However, even though he
was appointed after the reduction in
profit expectations were announced
in June 2023, it has been agreed that
due to the financial performance of the
Group, no bonus will be paid.
Whilst no bonuses are being paid to the
executive Directors, the Committee and
Board recognise their substantial work
and strong personal contributions in
their roles.
Pay decisions and outcomes in 2023
The performance measures for the
2023 annual bonus plan comprise profit
before taxation, which has a weighting
of 75%, and specific strategic KPIs which
are aligned to the business strategy
and culture of the Group. The profit
before taxation achieved for the year of
£20.8m was below the threshold profit
before taxation target set at the start
of the year and as a result no bonus for
the financial element was payable.
Specific strategic KPIs were set at the
start of the year for Robert Walters
and Alan Bannatyne and included both
individual objectives for the Executive
Directors and team objectives. KPIs
were also set for Toby Fowlston
and David Bower when they were
appointed to the Board. Key areas
of focus in 2023 included delivery of
strategic objectives, financial targets,
operational delivery and ESG targets.
The Remuneration Committee
approved some amendments to
individual objectives to take account of
the Board changes noted above and to
allow for an orderly handover.
However, in light of the reduction in
profit performance of the Group in
the current year, and that this was
substantially below the threshold
target, it has been agreed that no
bonuses should be payable.
The Group’s annualised compound
earnings per share (EPS) growth
was negative 34.1% and below the
threshold of the performance range
and will result in the lapse of the
performance shares granted in 2021
under the EPS performance condition.
The Group’s total shareholder return
(TSR) over the three-year performance
period was 5.5% compared to a
relative result for the FTSE Small Cap
Index performance of 17.0%, resulting
in the lapse of the performance
shares granted in 2021 under the TSR
performance conditions. This means
that none of the performance shares
granted in 2021 will vest in March 2024.
The Committee is satisfied that overall
the pay outcomes are a fair reflection
of the collective performance
delivered over the year, are in line with
the performance of the Group, and the
stakeholder experience.
Details of 2024 base salary increases
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’ salaries by 3% with effect
from 1 January 2024, which compares
to an average of 3.5% increase to the
wider workforce across the UK.
Report of the Remuneration Committee continued
Details of the 2024 annual bonus and
LTIP awards
For 2024, the Remuneration Committee
has determined that the annual bonus
payment for the Executive Directors will
be by reference to specific performance
targets set at the beginning of the year.
The performance measures are:
• Reported profit before taxation for
the Group (75% weighting); and
• Key Performance Indicators (25%
weighting).
In respect of the 2024 LTIP awards,
the performance shares to be
granted in 2024 will continue to be
granted subject to a combination of
EPS, TSR, cash conversion and ESG
performance measures. The TSR
performance measurement process
will be standardised and will, from
the 2024 awards, be based on a
relative ranking of the constituents of
the FTSE Small Cap Index (excluding
investment trusts), with threshold
vesting for median ranking, rising
to full vesting for upper quartile
ranking. The Committee believes
this approach is better aligned to
market practice. Full details of the
performance measures are set out on
page 89.
I look forward to your support on
all of the resolutions relating to
remuneration at the Annual General
Meeting on 30 April 2024.
Tanith Dodge
Remuneration Committee Chair
7 March 2024
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 77
Corporate GovernanceOverview
Total employee
pay 2023
The employee pay cost in 2023 was
£260. 3m
of which the Executive
Directors' total remuneration
in 2023 was
0.4%
Employee salary
increases
2023 average increase
in employee salaries
8.6%
2024 budgeted average increase
in UK employee salaries
3.5%
Principles of pay
Robert Walters Group operates in a highly competitive
sector. We are an international 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.
Corporate Governance
78 Robert Walters plc Annual Report and Accounts 2023
Annual Report on remuneration
This section of the report provides details of the payments made to Directors in respect of the 2023 financial year.
The sections of the report which are subject to audit have been highlighted.
Single total figure of remuneration (audited)
The total remuneration for 2023 and comparative prior year figures for each Executive Director are set out in the table
below based on their period of service on the Board.
2023
Base
salary
£’000
Other
benefits
1
£’000
Pension
£’000
Tota l
fixed pay
£’000
Bonus
2
£’000
LTIPs
3
£’000
Tota l
variable pay
£’000
Tota l
£’000
R C Walters
*
237 20 12 269 - - - 269
A R Bannatyne
**
290 17 14 321 - - - 321
T Fowlston
†
360 12 18 390 - - - 390
D Bower
‡
142 6 7 155 - - - 155
1,029 55 51 1,135 - - - 1,135
* R C Walters stepped down from the Board on 27 April 2023 and the figures set out above reflect his remuneration to that date. He will
continue to be employed by the Group after the end of his notice period on 9 March 2024 at a salary of £10,000 per month.
** A R Bannatyne stepped down from the Board on 1 September 2023 and the figures set out above reflect his remuneration to that date. He will
cease to be employed by the Group at the end of his notice period on 14 August 2024.
†
T Fowlston was appointed to the Board as Chief Executive Officer on 27 April 2023 and the figures set out above reflect his remuneration from
that date.
‡
D Bower was appointed to the Board as Chief Financial Officer on 4 September 2023 and the figures set out above reflect his remuneration
from that date.
2022
Base
salary
£’000
Other
benefits
1
£’000
Pension
£’000
Total
fixed pay
£’000
Bonus
2
£’000
LTIPs
3
£’000
Total
variable pay
£’000
Total
£’000
R C Walters 684 60 34 778 600 - 600 1,378
A R Bannatyne 418 26 21 465 356 - 356 821
1,102 86 55 1,243 956 - 956 2,199
1. The Executive Directors received a range of benefits, comprising permanent health insurance, private medical insurance, a car allowance and
mortgage subsidy.
2. 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 79.
3. The performance measures, targets and the performance outcomes for the Performance Share Plan are detailed on page 81.
The Chair and Non-executive Directors (audited)
The total remuneration for 2023 and 2022 for the Chair and each Non-executive Director is set out in the table below:
2023
1
2022
1
Total fees
£’000
Total fees
£’000
L Van de Walle² 200 31
T Dodge³ 84 95
M Ashley 79 72
M Tod
4
39 -
J Hesmondhalgh
4
39 -
S Cooper
5
28 65
R Mobed
6
- 71
B McArthur-Muscroft
7
- 26
469 360
1. No taxable benefits are payable to the Chair and Non-executive Directors.
2. L Van de Walle joined the Board on 1 November 2022.
3. T Dodge was interim Chair for four months in 2022.
4. M Tod and J Hesmondhalgh joined the Board on 1 June 2023.
5. S Cooper stepped down from the Board on 1 June 2023.
6. R Mobed stepped down from the Board on 15 July 2022.
7. B McArthur-Muscroft stepped down from the Board on 28 April 2022.
Report of the Remuneration Committee continued
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 79
Corporate GovernanceOverview
Additional details in respect of the single total figure (audited)
Base salary
The salaries for Toby Fowlston and David Bower were set on their appointment to the Board and reflected their respective
experience as Main Board Directors.
Other benefits
Each of the Executive Directors is entitled to a range of benefits, comprising permanent health insurance, private medical
insurance, car allowance and mortgage subsidy.
Pensions
During the year, the Executive Directors received an allowance of 5% of salary to be paid as cash in lieu of a pension
contribution. The Executive Directors take their pension contribution as a cash allowance.
Annual bonus
For 2023, the Remuneration Committee determined the annual bonus payment for the Executive Directors by reference
to specific performance targets set at the beginning of the year. The total maximum bonus pay-out is 150% of salary
of which 112.5% is subject to profit before taxation performance and 37.5% is subject to strategic and personal KPIs
performance. The bonus is pro-rated for the period of service for joiners and good leavers. Given the timing of David
Bower’s appointment towards the end of 2023, his annual bonus was subject to personal KPIs, underpinned by
achievement of the threshold of profit before taxation.
Annual bonus performance outcomes
Profit before taxation
The 2023 threshold, budget (i.e. target) and maximum performance standards for reported profit before taxation (which
has a 75% weighting) were set in light of both internal budgets and market expectations at the start of the year. The
upper end of the target range was considered to be particularly stretching at the time it was set.
The table below shows the maximum bonus payable under each performance standard.
Performance standards Performance Outcome
Threshold Target Maximum Achieved
Profit before taxation £42.4m £53.0m £63.6m 20.8m
% of maximum bonus payable 20.0% 37.5% 75.0% 0%
% of salary 30.0% 56.3% 112.5% 0%
The outcome of profit before taxation was £20.8m. This was below threshold and resulted in the payment of 0%
of salary for each Executive Director (2022 payment: 53.5% of salary). The targets were set at a time of continued
uncertainty. They were in the judgement of the Remuneration Committee stretching and the target for profit before
taxation represented an increase of around 7% over the prior year profit before taxation.
Key Performance Indicators
Key Performance Indicators (KPIs) which have a 25% weighting are set at the beginning of each year for a number of objectives
covering several different areas including strategic, operational and environmental, social and governance (ESG). The KPIs are
set with a team approach in mind to align with the culture of the business although many of the objectives are individual.
The changes to the Board in 2023 including the appointment of our new CEO and CFO inevitably meant that a review of the
suitability of the KPIs was required during the year.
The substantial work and personal contributions of the Executive Directors in their roles during the year are recognised.
Nonetheless, in light of the outcome against the profit before tax target set out above, and notwithstanding that the financial
goals and the KPIs are independent of each other, it was agreed no bonus be paid in respect of KPIs for 2023.
The KPIs set for the current Executive Directors following their appointments to the Board, and their respective weightings as a
percentage of the maximum potential bonus, are shown below.
Corporate Governance
80 Robert Walters plc Annual Report and Accounts 2023
CEO – Toby Fowlston
Performance goals and targets
Weighting as a % of
maximum bonus
Delivery of strategic objectives, including:
• Build and develop senior management team
• Succession planning
• Review of Group strategy
• Successful roll out of new CRM system
• Specific client engagement metrics
• Client wins and business extensions
• Geographical expansion
10%
Operational delivery, including:
• Employee retention
• Focus on headcount investment
• Reduction in job board spend per fee earner
8%
ESG targets, including
*
:
• Diversity and Inclusion objectives
• Employee engagement score
• Environmental objectives
• Glassdoor rating
7%
Total weighting as a % of maximum bonus 25%
CFO – David Bower
Performance goals and targets
Weighting as a % of
maximum bonus
Delivery of strategic objectives, including:
• Development of investor and analyst relationships
• Review Group planning process
• Review capital allocation
• Review of Finance function processes and structures
17.5%
Operational delivery, including
*
:
• Review of client payments/processes
• Assessment of the Group’s advisers
• Technology and automation review
5%
ESG targets, including:
• Build relationships with key stakeholders including shareholders and Finance teams worldwide
2.5%
Total weighting as a % of maximum bonus 25%
* The bonus opportunity linked to ESG targets, as set by the Remuneration Committee, was lower in 2023 due to the on-boarding of the new
Executive Directors.
No deferred payment on bonus is applicable this year as no bonus is due.
Over the last five years, the average total bonus pay-out has been 34.4% of total bonus opportunity.
Report of the Remuneration Committee continued
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 81
Corporate GovernanceOverview
Long-term incentive plans (audited)
The remuneration shown in the long-term incentive plan (LTIP) figures in the single total figure table on page 78 shows
the total vested value of shares granted under the Performance Share Plan (PSP) which are detailed below:
Performance Share Plan (PSP)
The PSP awards granted in March 2021 will lapse in full in March 2024. Details of the performance conditions set over the
three-year period are set out below:
Performance measure Weighting
Performance required
for minimum vesting
(i.e. 33% of award)
Performance required
for maximum vesting
(i.e. 100% of award) Actual performance
% of vesting
achieved
Compound annual
increase in EPS
compared to the
increase in RPI over
three years.
50% The Group’s annualised
EPS growth rate to
exceed the UK retail
price index by at least
an annual compound
growth of 8%
The Group’s annualised
EPS growth rate to
exceed the UK retail
price index by at least
an annual compound
growth of 14%.
The Group’s annualised
Compound EPS growth
was negative 34.1% and
below the threshold of the
performance range.
0.0%
Relative TSR
measured against the
FTSE Small Cap Index
over three years.
50% Relative TSR of the
Group matches the
median relative TSR
performance of the
FTSE Small Cap Index.
Relative TSR of the Group
exceeds the median
relative TSR performance
of the FTSE Small Cap
Index by at least an
annual compound growth
of 12.5%.
TSR over the three-year
period ended 31 December
2023 was 5.5% compared
to TSR of the FTSE
Small Cap Index of 17.0%.
Therefore, performance was
below threshold.
0.0%
Total to vest in March 2024 0.0%
The table below details the awards granted in 2021, the potential value of these awards at grant date and the estimated
value of the shares awarded under the PSP included in the single figure table for the financial year 2023.
No. of PSP
awards granted
Grant price
(p)
1
Face value
(£’000)
2
Fair value
(£’000)
3
% of
vesting
achieved
No. of
vested
awards
Value
attributable to
share price
increases
Total value of
vested awards
(£’000)
T Fowlston 75,330 711 536 306 0.0% - - -
D Bower - - - - - - - -
R C Walters 217,404 531 1,154 884 0.0% - - -
A R Bannatyne 132,738 531 705 539 0.0% - - -
1. Grant price is the market value at the time of grant.
2. 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.
3. Fair value has been calculated as the fair value of one share using the stochastic option pricing model, supported by external advisers,
multiplied by the number of shares granted.
The performance conditions for all outstanding awards under the PSP can be found on the next page.
Long-term incentives awarded in 2023 (audited)
Performance Share Plan (PSP)
In 2023, the Executive Directors were granted share awards to the value of 180% of salary as follows:
Share
awards
Grant
date
Grant price
(p)
1
Face value
(£’000)
2
Fair value
(£’000)
3
% award vesting
at minimum
threshold
performance
T Fowlston 229,245 4 May 2023 426 977 791 25%
D Bower
4
69,589 13 Sep 2023 367 255 240 25%
R C Walters - - - - - -
A R Bannatyne 153,282 4 May 2023 510 782 529 25%
1. Grant price is the market value at the time of grant.
2. 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.
3. 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
4. Granted on 13 September 2023 and pro-rated for the period from 4 September 2023.
Corporate Governance
82 Robert Walters plc Annual Report and Accounts 2023
The performance conditions and weightings for these PSP awards are set out as follows:
Performance measures Weighting
Performance required for minimum vesting
(i.e. 33% of award)
Performance required for maximum vesting
(i.e. 100% of award)
Compound annual increase in EPS
compared to the increase in RPI over
three years.
35% The threshold EPS target was
67.5p, calculated by using the
current consensus expectation
for the year one performance
of the Company and a target
growth rate for year two and
year three.
The maximum EPS target
was 75.0p, calculated by
using the previous consensus
expectation for the year one
performance of the Company
and a stretching growth rate for
year two and year three.
Relative TSR measured against the FTSE
Small Cap Index over three years.
35% Relative TSR of the Group
matches the TSR performance
of the FTSE Small Cap Index.
Relative TSR of the Group
exceeds the TSR performance
of the FTSE Small Cap Index by
at least an annual compound
growth of 12.5%.
Cumulative cash conversion: Three-
year cash conversion is the cumulative
operating cash flow of the Group before
tax stated as a percentage of cumulative
operating profit before exceptional items.
20% Cumulative cash conversion
was at least 90%.
Cumulative cash conversion
was at least 110%.
ESG – see below 10% 50% of ESG targets achieved. 100% of ESG targets achieved.
The fourth measure covered key elements of our sustainability strategy across six pillars. A minimum of five of the
targets listed below would need to be achieved to deliver 33% vesting of this specific performance measure. All ten
objectives would need to be achieved for maximum vesting, with pro-rata weighting applied for achieving between five
and ten of the objectives:
Year 1 Activities
Pillars Activities
Engaging our workforce • Achieve an average Glint employee engaged score of 78 for 25% vesting, 79
for 50% and 80 or higher for full vesting (2022 score of 79)
Enhancing our ED&I initiatives • In line with our focus on a consciously inclusive culture, 50% of global
leadership to identify as female by 2025 (Associate Director and above)
(2022: 47%)
Responding to a sustainable world
of work
• Provide industry-leading insights, informed by RWG’s work with clients and
candidates addressing ESG trends (e.g. Inclusivity Audit)
• Launch the planned RS Consultancy ESG Employee Sustainability
Proposition Audit
Reducing our environmental impact • Continue to achieve carbon neutral status across Scopes 1, 2 and 3
• Abolish single use plastic across the Group by 2024 and thereafter
Being a responsible business • Achieve an average Glassdoor rating in excess of 3.5 out of 5.0 for 25%
vesting, 3.7 for 50% and 4.0 or higher for full vesting
• Join and comply with the obligations of the UN Global Compact
Supporting our communities • Achieve more than £500,000 fund raising through the global charity day
over the next three years
• Enhance the average uptake of one day a year volunteering
Report of the Remuneration Committee continued
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 83
Corporate GovernanceOverview
Payments for loss of office / payments to former directors
Robert Walters
On 10 March 2023, the Company announced Robert Walters' decision to retire as CEO and step down from the Board with
effect from 27 April 2023. Robert Walters was required to give 12 months' notice of his resignation as CEO, which was
provided on 9 March 2023. He received his base salary, cash pension allowance and other benefits up until the expiry of his
notice period on 9 March 2024. He will receive no other compensation for loss of office.
Robert Walters formally stepped down from his role as Chief Executive Officer and Executive Director of the Company
on 27 April 2023, at which time he moved to the role of Founder of the Company. In his role of Founder of the Company,
he provides consultancy and advisory services to the Board and CEO Toby Fowlston. At the end of his notice period on 9
March 2024, he will continue in his role as Founder of the Company with his services provided on an ‘as required’ basis, and
he will receive a payment of £10,000 per month for services provided.
Robert Walters received no bonus for 2023. He will not participate in the annual bonus plan for 2024, he received no award
in 2023 under the Company's Performance Share Plans ("PSP") and he will receive no further awards.
A third of Robert Walters' bonus for each of the 2021 and 2022 financial years was deferred in shares, payable in equal
tranches at the end of years one and two. In accordance with the Policy, a total of 25,051 shares vested on 31 December
2023, and 10,485 shares are due to vest on 31 December 2024. These shares are subject to malus and clawback provisions
in accordance with the Policy.
Robert Walters was the holder of two outstanding awards granted in March 2021 and March 2022 under the Company's
2014 PSP. As explained on page 81 of this report, the March 2021 award will lapse due to the performance conditions
not being achieved. Given his ongoing employment as Founder of the Company, Robert Walters is expected to retain his
March 2022 award until the normal vesting date in March 2025 in accordance with the rules of the PSP, subject to (a) the
satisfaction of the performance conditions and (b) the rules of the PSP more generally. These outstanding awards are
subject to malus and clawback provisions in accordance with the terms of the 2014 PSP and the Policy.
In accordance with the Policy, Robert Walters is required to hold shares to the value of two times his salary until
27 April 2025.
Alan Bannatyne
On 26 July 2023, the Company announced Alan Bannatyne’s decision to retire and to step down from the Board with
effect from 1 September 2023. Alan Bannatyne receives his base salary, cash pension allowance and other benefits
during his notice period up until the date his employment formally terminates on 14 August 2024. He will receive no other
compensation for loss of office.
Alan Bannatyne received no bonus for 2023. He will not participate in the annual bonus plan for 2024 and will receive no
further awards under the Company's Performance Share Plans ("PSP").
A third of Alan Bannatyne's bonus for each of the 2021 and 2022 financial years was deferred in shares, payable in equal
tranches at the end of years one and two. In accordance with the Policy, a total of 14,572 shares vested on 31 December
2023 and 6,003 shares are due to vest on 31 December 2024. These shares are subject to malus and clawback provisions in
accordance with the Policy.
Alan Bannatyne was the holder of two outstanding awards granted in March 2021 and March 2022 under the Company's
2014 PSP, and one outstanding award granted in May 2023 under the Company's 2023 PSP. As explained on page 81 of
this report, the March 2021 award will lapse due to the performance conditions not being achieved. As Alan Bannatyne is
leaving the Group due to retirement, he is expected to qualify automatically as a good leaver under the rules of the PSP.
As a good leaver, he will be permitted to retain his remaining awards until their normal vesting dates in March 2025 and
March 2026 respectively, subject to (a) the satisfaction of the performance conditions, (b) remaining a good leaver, (c)
complying with post-employment restrictions and not leaving to join a competitor, and (d) the rules of the PSP generally.
The share awards granted in March 2022, in so far as they would vest, are subject to pre-determined time pro-rating in
accordance with the rules of the 2014 PSP. In the context of Alan Bannatyne’s retirement after twenty-one years of service
to the Group, including sixteen years as CFO, and in light of the key role he has played in the Group over this period, and the
contribution he has made during the recent Board transitions including that of the role of CEO, the Committee has agreed
to exercise its discretion under the terms of the Policy and the rules of the 2023 PSP to disapply the time pro-rating of the
awards granted in 2023, providing all the conditions set out above continue to be satisfied. All these outstanding awards
are subject to malus and clawback provisions in accordance with the terms of the PSP and the Policy.
In accordance with the Policy, Alan Bannatyne is required to hold shares to the value of two times his salary until 14th
August 2025.
Corporate Governance
84 Robert Walters plc Annual Report and Accounts 2023
Statement of Directors’ shareholdings and share interests (audited)
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
2023
Options
granted
during
the year
Options
exercised
during
the year
Options
lapsed
during
the year
Options at
31 December
2023
1
Price
granted
(p)
2
Share
price on
exercise
(p)
Gain on
exercise
(p) Exercise dates
R C Walters
SAYE Options 5,521 - (5,521) - - 326 - - Sep 2023 – Mar 2024
5,521 - (5,521) - -
A R Bannatyne
SAYE Options 5,521 - (5,521) - - 326 - - Sep 2023 – Mar 2024
5,521 - (5,521) - -
T Fowlston
SAYE Options - 6,374 - - 6,374 291 - - Oct 2026 – Mar 2027
- 6,374 - - 6374
DJ Bower
SAYE Options - 6,374 - - 6,374 291 - - Oct 2026 – Mar 2027
- 6,374 - - 6374
11,042 12,748 (11,042) - 12,748
1. There are no options that have vested but are unexercised.
2. Market price when awarded, except for SAYE Options which were granted at a 20% discount to the market price.
SAYE Options are not subject to any performance measures.
The market price of the ordinary shares at 31 December 2023 was 445p per share (2022: 540p per share) and the range
during the year was 353p to 560p per share.
Performance Share Plan (PSP) (audited)
There are currently 121 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 the
end of the financial year, and also shows the shares which were granted, which vested and which lapsed during the year. All PSP
awards are subject to the same performance measures and targets.
Date of grant
Share
awards
Vested
during
the year
Lapsed
during
the year
At
31 December
2023
Share price
on date of
award (p)
1
Exercise date
T Fowlston
March 2020 53,423 - (53,423) - 594 March 2023
July 2021 75,330 - - 75,330 711 July 2024
March 2022 60,150 - - 60,150 665 March 2025
May 2023 229,245 - - 229,245 424 May 2026
418,148 - (53,423) 364,725
D Bower
September 2023 69,589 - - 69,589 367 September 2026
69,589 - - 69,589
R C Walters
March 2020 194,346 - (194,346) - 594 March 2023
March 2021 217,404 - - 217,404 531 March 2024
March 2022 185,089 - - 185,089 665 May 2026
596,839 - (194,346) 402,493
A R Bannatyne
March 2020 118,659 - (118,659) - 594 March 2023
March 2021 132,738 - - 132,738 531 March 2024
March 2022 113,035 - - 113,035 665 March 2025
May 2023 153,282 - - 153,282 424 May 2026
517,714 - (118,659) 399,055
1. Market price when awarded.
Report of the Remuneration Committee continued
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 85
Corporate GovernanceOverview
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 over a period of 10 years. At 1 January 2024 the Company had outstanding options representing 1.7% of
issued share capital.
Share awards made under the PSP are satisfied with market-purchased shares through the Employee Benefit Trust.
In the event of a change of control, the rules specify that all awards would vest subject to satisfaction of the performance
conditions. The awards would normally then be pro-rated to reflect the period of time between the date of grant and the
date of change of control. Further information relating to all equity awards currently available to Executive Directors is
detailed on page 84 and in note 19 to the accounts.
Directors’ interests in shares (audited)
The Directors who held office during 31 December 2023 had the following interests in the ordinary shares of the Company:
31 December 2023
Number
31 December 2022
Number
T Fowlston - -
D Bower - -
R Walters 2,055,449 2,235,963
A Bannatyne 676,667 699,283
L Van de Walle 27,500 8,000
T Dodge 6,000 6,000
M Ashley 9,667 9,667
M Tod - -
J Hesmondhalgh - -
There has been no change to the interest of the Directors between 31 December 2023 and the date of the Annual Report
and Accounts.
Share ownership policy (audited)
Executive Directors are subject to share ownership guidelines which recommend building and then retaining a minimum
holding of 200% of salary. Only the net value of unvested deferred bonus shares and shares that are beneficially owned
by the Executive Directors and connected persons count towards the share ownership policy. 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 who held office during the year, based on the share
price at 31 December 2023 and expressed as a percentage of salary, are as follows:
Shares held % of issued share capital % of salary
T Fowlston - -
D Bower - -
R C Walters 2.69% 1,286%
A R Bannatyne 0.89% 693%
Corporate Governance
86 Robert Walters plc Annual Report and Accounts 2023
TSR performance
The Remuneration Committee supports the Group’s strong view that remuneration should be linked to performance.
The following graph 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 the single total figure) in each of the last 10 years. It also shows the levels of pay-outs from the annual bonus
and the long-term share-based plans in each year going back to 2014.
T Fowlston/ R C Walters
Single total figure showing
realised remuneration
£’000
1
% of total bonus paid
against maximum
opportunity
2
% of LTIPs vesting
against maximum
opportunity
3
Period over which the
LTIP performance
targets are based
2023 T Fowlston 390 0% 0% 2020 - 2023
2023 R C Walters 269 0% 0% 2020 - 2023
2022 R C Walters 1,378 58% 0% 2019 - 2022
2021 R C Walters 2,034 94% 24% 2018 - 2021
2020 R C Walters 765 0% 0% 2017 - 2020
2019 R C Walters 1,674 20% 98% 2016 - 2019
2018 R C Walters 3,471 96% 89% 2015 - 2018
2017 R C Walters 3,501 95% 100% 2014 - 2017
2016 R C Walters 2,092 80% 78% 2013 - 2016
2015 R C Walters 3,014 93% 100% 2012 - 2015
2014 R C Walters 1,463 100% 18% 2011 - 2014
Total average 64% 51%
1. Total remuneration is calculated as the total of fixed and variable pay based on the same calculation method used in the single total figure
table on page 78.
2. The percentage (%) of total bonus paid against maximum opportunity is calculated as the annual bonus pay-out in each respective year based
on the same calculation method used in the single total figure table as a % of the maximum opportunity.
3. 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.
Percentage change in the Directors’ pay compared to employees
The table below shows the year-on-year percentage movement of base pay, other benefits and annual bonus in 2023 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 remuneration disclosed in the table below uses the same information for base salary, other benefits and bonus as the
single total figure on page 78. The Group employee pay is calculated using the movement of the average remuneration (per
head) for all Group employees.
Report of the Remuneration Committee continued
Total shareholder return (rebased to 100)
FTSE Small Cap
Robert Walters
202020192018201720162015 20222021 2023
250
300
200
150
100
50
0
2014
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 87
Corporate GovernanceOverview
2023 vs 2022 2022 vs 2021 2021 vs 2020 2020 vs 2019
Base
salary
6
Other
benefits
including
pension
7
Bonus
Base salary/fee
(voluntary salary
reductions
results in
year-on-year
increase)
8
Other
benefits
including
pension Bonus
Base salary/
fee (with
voluntary
salary
reductions)
8
Other
benefits
including
pension Bonus
Base salary/
fee (with
voluntary
salary
reductions)
9
Other
benefits
including
pension Bonus
All employees 8.6% 2.0% (36.6%) 8.8% 3.0% (3.1%) 14.6% 0.0% 100.9% 0.4% (4.5%) (31.3%)
T Fowlston n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
D Bower n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
R C Walters 4.0% 1.4% (100%) 5.0% (50.5%) (34.3%) 12.8% 1.1% 100.0% (7.7%) 1.7% (100.0%)
A R Bannatyne 4.0% 1.8% (100%) 5.0% (55.7%) (36.1%) 12.8% 1.1% 100.0% (7.7%) 1.9% (100.0%)
L Van de Walle
1
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
T Dodge
2
(11%) n/a n/a 30.6% n/a n/a 5.3% n/a n/a (2.6%) n/a n/a
M Ashley
3
9.0% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
M Tod
4
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
J Hesmondhalgh
4
n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a
S Cooper
5
4.0% n/a n/a 3.6% n/a n/a 5.3% n/a n/a (2.6%) n/a n/a
1. L Van de Walle joined the Board on 1 November 2022.
2. T Dodge was interim Chair for four months in 2022.
3. M Ashley was Audit Committee Chair for only eight months in 2022.
4. M Tod and J Hesmondhalgh joined the Board on 1 June 2023.
5. S Cooper stepped down from the Board on 1 June 2023.
6. Base salary from the single total figure on page 78 has been recalculated on an annualised basis for the purpose of the disclosure in the table above.
7. Pension allowances have been aligned (5% of salary) with that payable to employees generally, effective 1 January 2022 (2021: 20% of salary).
8. There was a 3% increase in salary, effective 1 July 2021, for Robert Walters and Alan Bannatyne given no salary increase at 1 January 2021.
9. In 2020, there was a voluntary salary reduction of 20% for the Executive Directors and 10% for the Non-executive Directors between April and September.
Without the voluntary reduction, the increase in salary would have been 2.5% for both the Executive Directors and the Non-executive Directors.
The ratio of the Chief Executive’s total pay ratio to the pay of UK employees
The table below shows the ratio of the Chief Executive's single total figure remuneration to the UK-based lower, median
and upper quartile paid (full-time equivalent) employees’ single figure total remuneration. The employee total remuneration
includes base salary, other benefits including pension, annual bonus and share-based remuneration.
Method Lower quartile Median Upper quartile
2023 ratio Option A 17:1 11:1 7:1
2022 ratio Option A 42:1 25:1 17:1
2021 ratio Option A 68:1 39:1 26:1
2020 ratio Option A 24:1 17:1 12:1
2019 ratio Option A 76:1 51:1 36:1
Set out in the table below is the base salary and the total pay and benefits each of the quartiles.
£'000 Lower quartile Median Upper quartile
2023 salary 30.4 57.0 59.3
2023 total pay and benefits 38.1 61.0 88.9
The ratio of the Chief Executive's pay to the median level of pay across the Group reflects no annual bonus payment and
the lapsing of the 2021 performance shares awards for the Chief Executive this year. Our pay, reward and progression
policies 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
variability of the pay ratio over time reflects the strong link between the Chief Executive’s pay and performance and that
a significant proportion of his total pay is variable. The total pay shown for the CEO for 2023 combined the remuneration
of the outgoing and incoming CEO’s pay.
The Group has chosen to calculate the ratios in accordance with Option A methodology laid out in the remuneration
regulations as the lower quartile, median and upper quartile employees could be identified based on full-time equivalent
pay data as at 31 December 2023 and the Group believes 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 is satisfied that it fairly reflects the relevant quartiles given the range of roles within the UK business. As the
head office is located in the UK and based on the Group’s organisational shape and nature, there is a large proportion of
administrative and support roles in the UK which explains both the ratios at the lower quartile and median. The upper
quartile ratio is reflective of the make-up of Group management and senior management who have a broad range of
salaries. Given potential volatility in the Chief Executive single figure, year-to-year movements can be significant.
Corporate Governance
88 Robert Walters plc Annual Report and Accounts 2023
Relative importance of the spend on pay
The graph below shows details of the Group’s profit after taxation, dividends paid, share buybacks, total spend on pay and
taxation paid for the years ended 31 December 2022 and 2023. In the opinion of the Board, profit after taxation and taxation
paid 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:
1. The total dividend paid during the year ended 31 December 2023 was £15.8m based on a final dividend of £11.5m paid on 26 May 2023, and an
interim dividend of £4.3m paid on 29 September 2023. Further details on dividends are given in note 6.
2. The shares purchased for cancellation represent the total amount spent by the Group on shares for cancellation during the year ended 31
December 2023 and 31 December 2022.
3. 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.
4. Taxation paid during the year represents the corporation taxation paid for the Group during the year ended 31 December 2023.
The implementation of our Directors’ remuneration policy in 2024
The Group’s policy on Executive Directors’ remuneration and implementation for the year ended 31 December 2024 will
be as follows:
(a) Executive Directors
(i) Base salary
For 2024, the budgeted average salary increases for employees in the UK other than Executive Directors is expected to be
3.5% with effect from 1 January. The Remuneration Committee has, further to both internal and external benchmarking,
decided to, once again, give the Executive Directors salary increases lower than the average employee salary increase. Toby
Fowlston and David Bower will each receive a base salary increase of 3.0%.
(ii) Other benefits
No changes will be made to benefits in 2024.
(iii) Annual bonus
For 2024, the Remuneration Committee has determined that the annual bonus payment for the Executive Directors will
be by reference to specific performance targets set at the beginning of the year. The performance measures are:
• Reported profit before taxation for the Group (75% weighting); and
• Key Performance Indicators (25% weighting) which will include a range of distinct and specific goals under three
categories – strategic, operational and ESG measures. The maximum bonus potential remains unchanged at 150% of
salary. One third of any earned bonus will be deferred for two years into shares, payable in equal tranches on the first
and second anniversary of grant.
Where possible targets will be set for each goal and the targets are intended to be disclosed together with the Remuneration
Committee’s assessment of performance against the targets in next year’s Directors’ Remuneration Report.
Report of the Remuneration Committee continued
220
200
180
160
140
120
100
80
60
40
20
0
266.6
260.3
Overall spend
on pay
(£m)
3
2022 2023
-2%
Tax
paid
4
(£m)
9.0
21.5
2022 2023
-58%
Spend on pay
240
260
280
15.2
15.8
Dividends
paid
(£m)
1
2022 2023
+4%
Shares purchased
for cancellation
(£m)
2
10.010.0
2022 2023
Flat
Executive Directors’
single total figure
(£m)
1.1
2.2
2022 2023
-48%
Profit after
taxation
(£m)
2022 2023
13.4
39.1
-66%
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 89
Corporate GovernanceOverview
(iv) Performance Share Plan (PSP)
For 2024, 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 2026. The performance conditions and weightings
for these PSP awards are set out as follows:
Performance measure Weighting
Performance required for minimum vesting
(i.e. 33% of award)
Performance required for maximum vesting
(i.e. 100% of award)
Compound annual
increase in EPS
compared to the increase
in RPI over three years.
35% The threshold EPS target is 40p,
calculated by using the current
consensus expectation for the year one
performance of the Company and a
target growth rate for year two and year
three.
The maximum EPS target is 63p,
calculated by using the current consensus
expectation for the year one performance
of the Company and a stretching growth
rate for year two and year three.
Relative TSR measured
against the constituents of
the FTSE Small Cap Index
(excluding investment
trusts) over three years.
35% Relative TSR of the Group matches the
median ranking TSR performance of
the constituents of the FTSE Small Cap
Index (excluding investment trusts).
Relative TSR of the Group equals or
exceeds the upper quartile ranking TSR
performance of the FTSE Small Cap Index
(excluding investment trusts).
Cumulative cash
conversion: Three-year
cash conversion is the
cumulative operating
cash flow of the Group
before tax stated as a
percentage of cumulative
operating profit before
exceptional items.
20% Cumulative cash conversion is at
least 90%.
Cumulative cash conversion is at
least 110%.
ESG 10% 33% of ESG targets achieved. 100% of ESG targets achieved.
As per our ESG section on pages 26 to 47, we have developed a robust and long-term ESG strategy and the fourth
measure will cover the key elements of this strategy as per below. A fulfilment of one target is required for 33% vesting
of this specific performance measure, two targets for 66% vesting, and all three targets will need to be achieved for
maximum vesting.
ESG performance measure
Pillars Targets
Engaging our workforce • Achieve an average Glint employee engaged score of 78 for 25% vesting, 79
for 50% and 80 or higher for full vesting of this condition (2023: score of 77)
Enhancing our ED&I initiatives • In line with our focus on a consciously inclusive culture, 50% of global
leadership to identify as women by 2025 (Associate Director and above)
(2023: 47%)
Reducing our environmental impact • Deliver the decarbonisation initiatives required to achieve the Group’s
2040 net zero target.
Corporate Governance
90 Robert Walters plc Annual Report and Accounts 2023
(v) Pensions
Pension contributions or cash in lieu of pension as a percentage of base salary have been aligned with the wider workforce
and are 5% of salary. Any new appointments or change of role will also 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 2024, 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:
2024 2023
Total fees
1
£’000
Total fees
1
£’000
L Van de Walle 206 200
T Dodge 87 84
M Ashley 81 79
M Tod 69 39
J Hesmondhalgh 69 39
512 441
1. No other taxable benefits are payable to the Chair and Non-executive Directors.
The Remuneration Committee
The Remuneration Committee comprises Tanith Dodge (Chair), Matt Ashley, Michaela Tod and Jane Hesmondhalgh, 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 and to make recommendations to the Board on the specific remuneration packages, including bonus
schemes, severance, pension contributions and other benefits. The Committee also determines the remuneration of the
Board Chair. The Committee ensures that the remuneration packages are competitive within the recruitment industry and
reflect both Group and personal performance during the year, while also having regard to the broader levels of remuneration
within the Group itself and environmental, social and governance issues. 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. FIT
Remuneration Consultants LLP has been formally appointed by the Committee and does not provide other services to
the Remuneration Committee or to the Group. The Committee has used its best judgement to satisfy itself that the advice
provided is objective and independent.
FIT Remuneration Consultants LLP is also a member of the Remuneration Consultants Group. The fees paid during the year
were £52,700. The fees are charged on a time and expenses basis.
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.
Our senior management participate in an annual bonus scheme that is measured against Group and regional financial targets
and personal and strategic objectives. Members of the Operating Board also participate in the Performance Share Plan (PSP)
with the same performance conditions as the Executive Directors. Employees below the Operating Board receive salary and
benefits benchmarked to the local markets and countries in which they work. These are reviewed annually. There is a strong
link between reward and performance which is recognised through annual bonuses, commission or other non-financial
recognition. Employees who hold key strategic positions or are deemed critical to the business through their performance are
also offered the opportunity to participate in the Performance Share Plan with performance conditions based on Group EPS
and TSR results measured over three years.
Report of the Remuneration Committee continued
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 91
Corporate GovernanceOverview
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 include, but are not limited to, the following:
• Hosting breakfast sessions with a cross-section of employees;
• Meeting with a sample of new hires and departing employees at exit interviews; and
• Reviewing internal benchmarking, including staff attrition rates and employee engagement surveys.
These actions enable the Board to understand the views of employees and to ensure that the Board’s approach to
investing in 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 and values diversity in all forms, not just gender. The Committee believes this is an important part of the
employee engagement in relation to remuneration. A detailed explanation of the Group’s approach to diversity and
inclusion can be found in the Enhancing our ED&I initiatives section on pages 32 to 33.
The terms of reference of the Remuneration Committee are available on the website.
Voting at the Annual General Meeting
At the Group’s Annual General Meeting on 27 April 2023, shareholders approved the Directors’ Remuneration Report
for the year ended 31 December 2022. 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, approved at the
Group’s Annual General Meeting on 27 April 2023.
Resolution Votes for % Votes against % Votes withheld
Approve the Directors’ Remuneration Policy (April 2023) 58,082,804 99.66 195,483 0.34 270
Approve the Directors’ Remuneration Report (April 2023) 57,680,990 99.66 195,483 0.34 402,084
The Committee has engaged with shareholders on the new Directors' Remuneration Policy and is grateful for the views
expressed and the support. In the last two years and in the light of clear feedback from shareholders we have significantly
enhanced the disclosure of the Key Performance Indicators (KPIs) relating to the annual bonus criteria.
Corporate Governance
92 Robert Walters plc Annual Report and Accounts 2023
Report of the Remuneration Committee continued
Chief Executive's
pay ratio 2023
The ratio of the Chief Executive's
total realised pay to the median
pay in the Group for 2023 is
11:1
For 2022
25:1
Pay outcomes
The Committee is satisfied that overall the
pay outcomes are a fair reflection of the
collective performance delivered over the
year, are in line with the performance of
the Group, and the stakeholder experience.
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 93
Corporate GovernanceOverview
Directors’ remuneration policy
The second part of this report details the Group’s remuneration policy (the policy) for Executive Directors, which was
approved by the shareholders in a binding vote during the 2023 Annual General Meeting. The policy took effect from the
Annual General Meeting on 27 April 2023. The full policy approved by shareholders can be found in the 2022 Annual Report.
There are no proposed changes to the current policy for 2024 and therefore we do not propose to table a resolution
seeking approval of the policy at the next Annual General Meeting.
The policy is designed to support the strategic business objectives of the Group in order 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.
Executive Directors’ remuneration policy
Element Base salary
Link to strategic objectives The base salary of each Executive Director takes into account the performance
of each individual and is set at an appropriate level to secure and retain the talent
needed to deliver the Group’s strategic objectives.
Operation Salaries are normally reviewed annually on 1 January and are influenced by:
• The performance of each Executive Director;
• Average increase for employees across the Group as a whole; and
• Information from relevant comparator groups including our industry peer group.
Maximum potential There is no formal limit to increases, but the Committee would not expect any
annual increases to exceed 7.5% + inflation, or the average increase of employees
across the Group in any given year, whichever is higher.
The level of increase may deviate from this maximum in the case of special
circumstances (for example, increases in responsibilities). In these cases, any
exceptional increase will not be expected to exceed 20% a year, unless for a
material promotion.
Performance conditions
and assessment
Base salary increases are principally set in line with market movement and also
consider the average salary increase for other employees across the Group rather than
individual performance. Poor performance is likely to lead to no adjustment being made.
Element Pensions
Link to strategic objectives To provide a competitive employment benefit and long-term security.
Operation The Group operates a money purchase pension scheme. Executive Directors
participating in the pension plan may benefit from annual Group contributions
which are aligned with those available to the wider workforce.
Executive Directors are entitled to take all or part of their pension contributions as
a cash allowance.
Maximum potential For current and any new Executive Directors, the maximum contribution is aligned
to that available to the wider workforce.
Performance conditions
and assessment
n/a
Corporate Governance
94 Robert Walters plc Annual Report and Accounts 2023
Executive Directors’ remuneration policy continued
Element Other benefits
Link to strategic objectives To provide cost-effective employment benefits and encourage share ownership.
Operation Benefits currently include car allowance, mortgage subsidy, permanent health
insurance and private medical insurance, and may also include other benefits in future.
Relocation assistance may also be provided.
All benefits are subject to annual review to ensure they remain in line with
market practice.
Reasonable business-related expenses will be reimbursed (including any tax due).
The Group will continue to operate the Save As You Earn (SAYE) Option Scheme
and Executive Directors are eligible to participate on the same terms as other
employees.
Maximum potential The cost of providing individual benefit items will depend on the specific
circumstances of the individual and therefore the Committee has not set a formal
maximum level of aggregate benefits. However, the Committee would not expect
the cost to exceed a value of £89,000 a year, except where a relocation package is
required, and the costs will be capped by the Group’s relocation policy.
Performance conditions
and assessment
n/a
Element Annual bonus
Link to strategic objectives The annual bonus is designed to drive the achievement of the Group’s financial
and strategic business targets on an annual basis.
Operation The annual bonus is dependent upon the achievement of specific annual
performance conditions.
One third of any earned bonus will be deferred for two years into shares, payable
in equal tranches at the end of years one and two.
Clawback and malus provisions will apply as set out below.
Dividends may be payable on any vesting deferred bonus awards.
Maximum potential The maximum bonus opportunity is 150% of salary for the achievement of stretch
performance in any given year. Zero payment will be made for performance below
threshold performance.
The on-target bonus is 50% of maximum.
Performance conditions
and assessment
Performance is measured over one financial year, based on the following measures:
• Financial targets as set out in the budget at the start of the year; and
• KPIs set against pre-determined strategic performance objectives.
It is intended that the majority of the bonus will be weighted towards financial
measures. The Committee reserves the right to determine which performance
measures and targets are to be used at the beginning of each financial year in order
to align to the Group’s strategic objectives.
Report of the Remuneration Committee continued
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 95
Corporate GovernanceOverview
Executive Directors’ remuneration policy continued
Element Performance Share Plan (PSP) award
Link to strategic objectives The PSP is designed to promote staff retention, motivate Executives across the
Group and promote team efforts towards Group-wide strategic objectives.
The three-year time horizon of these share awards also aligns leadership with the
longer-term returns of the business and shareholder interests.
Operation PSP awards are normally granted annually and vest after three years, dependent
on the achievement of performance conditions over a three-year period.
A two-year holding period will apply to the post-tax value of vested shares in
respect of awards made from 2024.
Clawback and malus provisions will apply as set out below.
Dividends may be payable on any vesting PSP awards in respect of dividends
declared in the vesting period (and also the holding period in respect of
unexercised awards where relevant).
Maximum potential The maximum award of PSP shares that may be made to an Executive Director in
any financial year is limited to shares with an aggregate market value of 200% of
base salary.
The normal award level is 180% of salary and no change to this is envisaged.
Threshold performance will result in the vesting of 25% of the shares under award
while maximum performance will result in full vesting.
Performance conditions
and assessment
Performance will be measured over a three-year period, subject to performance
conditions which may include financial, value creation, strategic and ESG metrics
which are aligned to the business priorities at the time. Most of the performance
measures will be weighted towards financial and value creation measures.
Element Shareholding guideline
Link to strategic objectives To encourage a sustainable mindset and to align Executives with the longer-term
returns of the business and shareholder interests.
Operation Executive Directors are expected to build a material shareholding in the Company
in a reasonable time frame.
Progress towards the guidelines and continued compliance will be monitored by
the Remuneration Committee on an annual basis. Executive Directors are required
to hold their in-employment shareholding for a further two years following
cessation of employment.
Maximum potential Executive Directors are subject to share ownership guidelines which recommend
a minimum holding of 200% of salary. Shares that are beneficially owned and the
net value of unvested deferred bonus awards held by the Executive Directors and
connected persons count towards the share ownership policy.
The Executive Directors are also required to retain shares to the value of 200% of
salary for two years post-cessation as a Director.
Performance conditions
and assessment
n/a
Corporate Governance
96 Robert Walters plc Annual Report and Accounts 2023
The Chair and Non-executive Directors
The table below summarises the Directors’ remuneration policy as it applies to the Chair and Non-executive Directors:
Element Chair and Non-executive Directors
Link to strategic objectives The Group seeks to pay fees which reflect the level of responsibility, the time
commitment and experience of the Chair and Non-executive Directors and which
are competitive with peer group fee levels.
In order to ensure no potential impairment to the required impartiality and objectivity
of the Chair and Non-executive Directors, fees are not linked to performance.
Operation The remuneration of the Chair and Non-executive Directors is determined annually
by the Remuneration Committee.
The fee level is usually reviewed annually – and may be increased, in light of
practices in our peer group and in companies of similar size.
The Chair and Non-executive Directors have a letter of appointment and not an
employment contract. Their appointment is terminable by either party giving not
fewer than three months’ written notice at any time. No compensation is payable
on early termination.
The Chair and Non-executive Directors do not participate in any of the Group’s
share schemes, pension schemes or bonus arrangements.
Maximum potential The maximum aggregate fees for the Non-executive Directors (excluding the Chair)
is set out in the Articles of Association and is currently £500,000.
The fees for the Chair and Non-executive Directors are determined by reference to
benchmark market data and assessment of the expected time commitment.
Reasonable business and travel expenses are reimbursed (including any tax due).
Increases in fee value in any given year will be in line with market movement
and time commitments. Whilst there is no formal maximum, any increase is not
expected to exceed a maximum of 10% + RPI in any given year.
In the event of a temporary but material increase in the time commitment
required, an adjustment may be made to the fee level on a pro-rata basis.
Performance conditions
and assessment
The Chair and Non-executive Directors are subject to an annual evaluation as
part of the assessment of the Board’s performance but no element of pay is
specifically linked to performance conditions or the outcome of this assessment.
Report of the Remuneration Committee continued
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 97
Corporate GovernanceOverview
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 policy
prevailing when the commitment is fulfilled or awards vest. For example, this will include payment for the vesting of option
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.
None of the Executive Directors currently hold Non-executive Director positions.
Contract of service/letter of appointment Date of original contract/letter of appointment
1
Executive Directors
T Fowlston 27 April 2023
D Bower 4 September 2023
Non-executive Directors
T Dodge 1 February 2017
M Ashley 23 December 2021
L Van de Walle 1 November 2022
M Tod 1 June 2023
J Hesmondhalgh 1 June 2023
1. The Directors’ contracts of service/letters of appointment provide details of the Directors’ obligations and are available to view at the
Company’s registered office.
The Directors all stand for election at the Annual General Meeting every year.
The tables on page 84 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 90 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 2024 and signed on its behalf by:
Tanith Dodge
Remuneration Committee Chair
7 March 2024
Corporate Governance
98 Robert Walters plc Annual Report and Accounts 2023
The Directors are responsible for preparing the Annual Report and the Financial Statements in accordance with UK
adopted international accounting standards and applicable law and regulations.
Company law requires the Directors to prepare Financial Statements for each financial year. Under that law the Directors
are required to prepare the Group Financial Statements in accordance with UK adopted international accounting standards,
and have elected to prepare the Parent Company Financial Statements in accordance with United Kingdom Generally
Accepted Accounting Practice (UK Accounting Standards and applicable laws). Under Company law the Directors must not
approve the accounts unless they are satisfied that they give a true and fair view of the state of affairs of the Group and
Company and of the profit or loss of the Group for that period. In preparing these Financial Statements, the Directors are
required to:
• 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;
• Provide additional disclosures when compliance with the specific requirements of UK adopted international accounting
standards are insufficient to enable users to understand the impact of particular transactions, other events and conditions on
the entity’s financial position and financial performance;
• Make judgements and accounting estimates that are reasonable and prudent;
• 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 keeping adequate accounting records that are sufficient to show and explain the Company’s
transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to
ensure that the Financial Statements comply with the Companies Act 2006. They are also responsible for safeguarding 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 the Annual Report and the Financial Statements are made available on a website.
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, which may vary from legislation in other jurisdictions. The
maintenance and integrity of the Company’s website is the responsibility of the Directors. The Directors’ responsibility also
extends to the ongoing integrity of the Financial Statements contained therein.
Statement of the Directors in respect of the Annual Report and Accounts
As required by the Code, the Directors confirm that they consider that the Annual Report and Accounts, taken as a whole,
presents 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 Annual Report and Accounts is drafted by appropriate senior management with overall coordination by the Head of
Investor Relations and Group Financial Controller to ensure consistency across sections;
• An extensive verification process is undertaken to ensure factual accuracy;
• Comprehensive reviews of drafts of the report are undertaken by members of the Operating Board and senior
management team;
• An advanced draft is considered and reviewed by two Operating Board members; and
• The final draft is reviewed by the Audit and Risk Committee prior to consideration by the Board.
Responsibility statement pursuant to DTR4
We confirm that to the best of our knowledge:
• The Group Financial Statements have been prepared in accordance with the applicable set of accounting standards, give a
true and fair view of the assets, liabilities, financial position and profit or loss of the Group and the undertakings included in
the consolidation taken as a whole; and
• The Annual Report and Accounts includes a fair review of the development and performance of the business and the
financial position 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,
Directors’ Responsibility Statement
David Bower
Chief Financial Officer
7 March 2024
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 99
Corporate GovernanceOverview
Overview
The Directors present their Annual Report on the activities of the Group together with the audited Financial Statements
for the year ended 31 December 2023.
The Strategic 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 ESG strategy is detailed
on pages 26 to 47 and the Group’s TCFD aligned disclosure in accordance with FCA requirements, including the analysis
for greenhouse gases and energy consumption is shown on pages 38 to 43. These sections, together with the Report
of the Board and the Report of the Remuneration Committee provide an overview of the Group and offer an insight of
future developments in the Group’s business.
Results and dividends
The Group’s audited Financial Statements for the year ended 31 December 2023 are set out on pages 111 to 141 and the
Company’s audited Financial Statements are set out on pages 142 to 145. The Group’s profit after taxation for the year
ended 31 December 2023 was £13.4m (2022: £39.1m).
The Directors recommend a final dividend of 17.0p per ordinary share (2022: 17.0p) to be paid on 31 May 2024 to
shareholders on the register on 3 May 2024, which together with the interim dividend of 6.5p per share paid on
29 September 2023 makes a total of 23.5p per share for the year (2022: 23.5p).
Post-balance sheet events
There have been no significant post balance sheet events to report since 31 December 2023.
Directors
The Directors who served during the year and at the date of this report are shown as follows:
L Van de Walle
1
T Fowlston (appointed 27 April 2023)
D Bower (appointed 4 September 2023)
R C Walters (resigned 27 April 2023)
A R Bannatyne (resigned 1 September 2023)
S Cooper
1
(resigned 1 June 2023)
T Dodge
1
M Ashley
1
M Tod
1
(appointed 1 June 2023)
J Hesmondhalgh
1
(appointed 1 June 2023)
1. Non-executive Directors.
Details of the Directors’ service contracts are shown in the Report of the Remuneration Committee on page 97.
Details of share awards granted to Directors and the interests of the Directors in the ordinary shares of the Company
are shown on pages 84 to 85.
The Company has made qualifying third-party indemnity provisions for the benefit of its Directors, which were in place
during the year and remain in force at the date of this report.
Political donations
The Group made no political donations during the year (2022: £nil).
FTSE4Good Index
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.
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.
Directors’ Report
Corporate Governance
100 Robert Walters plc Annual Report and Accounts 2023
Restrictions on securities
There are no specific restrictions on the size of a holding nor on the transfer of shares, which are both governed by 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
Option Scheme are subject to restrictions on the transfer of shares prior to vesting.
Certain share awards under the Company’s incentive arrangements are held in trust on behalf of the beneficiaries. The
Trustee of the Robert Walters Group Employee Benefit Trust does not seek to exercise the voting rights on these shares
which in any event are restricted to 5% of the Company's share capital.
Substantial shareholdings
On 7 March 2024 the Company has been notified, in accordance with Chapter 5 of the Disclosure and Transparency Rules,
of the following voting rights as a shareholder of the Company:
Name of shareholder
Number of
shares
% of voting
rights
Liontrust Asset Mgt 12,519,102 17.30
Aberforth Partners 10,577,337 14.62
BlackRock Investment Mgt 6,903,018 9.54
Robert Walters plc Employee Benefit Trust
1
6,736,987 9.31
abrdn (Standard Life) 3,948,664 5.46
AEGON Asset Mgt 3,115,729 4.31
Canaccord Genuity Wealth Mgt 2,920,552 4.04
Jupiter Asset Mgt 2,534,004 3.50
Invesco 2,490,517 3.44
Mr Robert Walters 2,055,449 2.84
1. Robert Walters plc Employee Benefit Trust is restricted to 5% voting rights.
There is no significant change to substantial shareholdings between 31 December 2023 and the date of this report.
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 UK Corporate Governance Code recommends that all Directors be subject to annual re-election by shareholders.
Therefore all Directors will offer themselves for re-election at the 2024 Annual General Meeting.
Power of Company’s Directors and acquisition of Company’s own shares
The business of the Company shall be managed by the Directors, who may exercise all powers of the Company, 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 27 April 2023, 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 effect of such purchases will be to
increase earnings per share and will likely promote the success of the Company for the benefit of its members as a whole.
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 Company does not have agreements with any Director or employee that would provide specific compensation for loss
of office or employment resulting from a takeover, except that provisions of the Group’s share plans may cause options
and awards to vest on a takeover.
Articles of Association
The Company’s Articles of Association may only be amended by a special resolution of the members.
Directors’ Report continued
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 101
Corporate GovernanceOverview
Going concern and viability statement
The Group’s business activities, together with the factors likely to affect its future development, performance and position,
are set out on pages 52 to 58.
The Directors have assessed the long-term prospects of the Parent Company and the Group based upon business plans,
forecasts and cash flow projections for both the twelve-month period ending 31 December 2024 and the three-year
period ending 31 December 2026 together with the uncertainty surrounding the macro-environment and continued global
political turbulence and conflicts. 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 63% of the Group’s net fee income, can be measured in weeks, whilst temporary recruitment and recruitment
process outsourcing may be less affected.
The forecasts and cash flow projections being used to assess going concern and longer-term viability have been
comprehensively stress-tested by using simulation techniques involving sensitivity analysis applying, in particular, projections
of reduced net fee income of up to 20% from forecasts each year over a three-year period. 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 52 to 58 or a combination of those risks.
The scenarios included, but were not limited to, significant reductions in revenue, losses of key clients, increases in
debtor days, higher inflation and limited cost management. The Group also considered mitigating actions that could be
undertaken in the event of one or more of the scenarios occurring, or that of an even more significant downturn, which
included but are not limited to, further reductions in capital 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 has a proven and historic track record of profitably weathering international crises and benefiting from operational
gearing when market conditions become more favourable. During the year, the Group experienced a significant reduction
in its fee income, as the challenging macro-economic environment across many countries impacted the number of clients
looking to recruit new staff and candidates looking to change jobs. Despite this 10% reduction in fee income, the Group
remained profitable and before the payment of dividends and share buybacks increased its cash balances. The Group’s blend
of revenue streams remained a clear strength and source of competitive advantage and resilience when market conditions
became tougher and enabled us to continue to meet the changing requirements of our clients and candidates. Client and
candidate hesitation continues to exist across all geographies and disciplines.
It should be noted that the Group has limited forward visibility and similarly to all organisations, it remains hard to
predict the increasingly uncertain macro-economic backdrop which continued into 2023. 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 2023 of £79.9m, a £60.0m four-year committed financing facility until March 2027 (of which £15.8m was
drawn down as at 31 December 2023), a blend of revenue streams covering permanent, contract, interim and recruitment
process outsourcing and a diverse range of clients and suppliers across 31 countries. The various stress test scenarios
indicate continued operation within its banking covenants and existing cash and financing facilities. Importantly, cash risk
is mitigated to an extent as in the event of a reduction in the overall number of contractors, working capital is released
and credit risk is an ongoing area of key focus. Further details of the financial position of the Group, its cash flows, liquidity
position and borrowing facilities are described within the Financial Review.
In forming their opinion, the Directors have performed a robust assessment of the principal risks and uncertainties facing
the Group as set out on pages 52 to 58. In addition, note 17 to the accounts includes the Group’s objectives, policies
and processes for managing its capital; its financial risk management objectives; details of its financial instruments and
hedging activities; and 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.
As a result, the Directors have formed a judgement, at the time of approving the Financial Statements, that there is a
reasonable expectation that the Group has adequate resources to continue in operational existence and meet its liabilities
as they fall due over the three-year assessment period. The Directors have not identified any material uncertainties relating
to events or conditions that, individually or collectively, may cast significant doubt on the entity’s ability to continue as a
going concern for a period of at least twelve months from when the Financial Statements are authorised for issue. For this
reason, the Directors continue to adopt the going concern basis in preparing the Financial Statements.
Corporate Governance
102 Robert Walters plc Annual Report and Accounts 2023
Auditor and disclosure of information to the auditor
As required by Section 418 of the Companies Act 2006, each of the Directors as at 7 March 2024 confirms that:
• 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.
BDO LLP has expressed their willingness to continue in office as Auditor and a resolution to reappoint them will be
proposed at the forthcoming Annual General Meeting.
Annual General Meeting
The Annual General Meeting will be held on 30 April 2024 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,
David Bower
Chief Financial Officer
7 March 2024
Directors’ Report continued
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 103
Corporate GovernanceOverview
Independent Auditor’s Report
Opinion on the Financial Statements
In our opinion:
• the Financial Statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs
as at 31 December 2023 and of the Group’s profit for the year then ended;
• the Group Financial Statements have been properly prepared in accordance with UK adopted international
accounting standards;
• the Parent Company Financial Statements have been properly prepared in accordance with United Kingdom Generally
Accepted Accounting Practice; and
• the Financial Statements have been prepared in accordance with the requirements of the Companies Act 2006.
We have audited the Financial Statements of Robert Walters plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’)
for the year ended 31 December 2023 which comprise:
Composition Financial reporting framework
Group • Consolidated Income Statement
• Consolidated Statement of Comprehensive Income
• Consolidated Balance Sheet
• Consolidated Cash Flow Statement
• Consolidated Statement of Changes in Equity
• Statement of Accounting Policies
• Notes to the Group accounts, including a summary
of material accounting policies
• Applicable law and UK adopted
international accounting standards
Parent Company • Company Balance Sheet
• Company Statement of Changes in Equity
• Notes to the Company accounts, including a
summary of material accounting policies
• Applicable law and 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 those standards are further described in the auditor’s responsibilities for the audit of the Financial
Statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our opinion. Our audit opinion is consistent with the additional report to the Audit and Risk Committee.
Independence
Following the recommendation of the Audit and Risk committee, we were appointed by the Directors on 17 May 2018
to audit the Financial Statements for the year ended 31 December 2019 and subsequent financial periods. The period
of total uninterrupted engagement including retenders and reappointments is five years, covering the years ended 31
December 2019 to 31 December 2023. We remain independent of the Group and the Parent Company in accordance
with the ethical requirements that are relevant to our audit of the Financial Statements in the UK, including the FRC’s
Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in
accordance with these requirements. The non-audit services prohibited by that standard were not provided to the
Group or the Parent Company.
Conclusions relating to going concern
In auditing the Financial Statements, we have concluded that the Directors’ use of the going concern basis of accounting in
the preparation of the Financial Statements is appropriate. Our evaluation of the Directors’ assessment of the Group and the
Parent Company’s ability to continue to adopt the going concern basis of accounting included:
• Review and challenge, through enquiry and consideration of historical performance, of key assumptions applied by the
Directors in preparation of cash flow forecasts, including growth assumptions and movements in headcount and base
costs, and the Group’s ability to meet working capital requirements over the going concern period.
• Review of 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.
• Consideration of the adequacy of the Group’s banking facilities and ability to meet key financial covenants.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,
individually or collectively, may 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 when the Financial Statements are authorised for issue.
Financial Statements
104 Robert Walters plc Annual Report and Accounts 2023
In relation to the Parent Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing
material to add or draw attention to in relation to the Directors’ statement in the Financial Statements about whether the
Directors considered it appropriate to adopt the going concern basis of accounting.
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
• 78% (2022: 87%) of Group revenue
• 61% (2022: 73%) of Group net fee income (NFI)
• 55% (2022: 79%) of Group profit before taxation
Key audit matters Revenue recognition for permanent and temporary placements 2023
2022
Materiality • Group Financial Statements as a whole
• £1.7m (2022: £2.7m) based on 5.0% of 5-year average profit before taxation (2022: 5.0% of profit
before taxation).
1. These relate to significant components and other full scope components which have been subject to full scope audits.
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 assessing the risks of material misstatement in the Financial Statements. We also addressed 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)). Components were scoped in to address aggregation risk and to
ensure sufficient coverage was obtained of Group balances on which to base our audit opinion. The coverage of our
audit procedures for each benchmark as included above, is summarised graphically below and then detailed in the
following table:
Conclusions relating to going concern continued
Independent Auditor’s Report continued
Significant Components
Specified audit procedures Analytical proceduresOther full scope components
34%
28%
Revenue
39%
3%
39%
19%
Net fee
income
33%
5%
Profit
before taxation
8%
29%
26%
37%
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 105
Corporate GovernanceOverview
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 whether sufficient appropriate audit evidence has been obtained as a basis for our opinion on the Group
Financial Statements as a whole. Our involvement with component auditors included the following:
The scope of our audit
Significant
components
• We focussed our Group audit scope primarily on the audit work at four significant components,
which were subject to full scope audit procedures.
• These significant components contribute 26% (2022: 30%) of the Group profit before taxation, 28%
(2022: 30%) of the Group net fee income, and 39% (2022: 41%) of the Group revenue.
• The four components considered to be significant were Robert Walters plc, Resource Solutions
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 visited the
component auditor (a local BDO member firm in Japan) and performed a detailed review of the
testing. We attended in person meetings with local management and the component auditor to
challenge conclusions reached.
• The audits of the remaining UK significant components were performed by the Group audit team.
Full scope audits • Sixteen further components were subject to full scope audit procedures due to size, geographical
coverage and aggregation risk in addition to the four identified significant components above
(twenty in total).
• These components contribute 29% (2022: 48%) of the Group profit before taxation, 33% (2022:
43%) of the Group net fee income, and 39% (2022: 46%) of the Group revenue.
• Full scope audits on Resource Solutions Europe Limited, Robert Walters Holdings Limited and
Robert Walters Dubai Limited were performed by the Group audit team.
• The full scope audits on other components were 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,
remote briefings and review of selected working papers on significant risk areas.
Specified audit
procedures
• Specified audit procedures were performed by the Group audit team to address the risk of material
misstatement arising from key balances in smaller components, with testing performed on certain
material balances within these components.
• This specific scope testing was performed on components that contribute 37% (2022: 21%) of the
Group profit before taxation, 34% (2022: 17%) of the Group net fee income, and 19% (2022: 8%) of the
Group revenue.
Remaining
components
• All other components were scoped in for analytical review procedures performed by the Group audit
team to confirm our conclusion that there were no significant risks of material misstatement of the
aggregated financial information.
Parent Company
and consolidation
• The Group audit team performed testing of the consolidation and related consolidation adjustments
posted in preparation of the Group Financial Statements.
Climate change
Our work on the assessment of potential impacts of climate-related risks on the Group’s operations and Financial
Statements included:
• Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks
and their potential impacts on the Financial Statements and adequately disclose climate-related risks within the
annual report; and
• Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate
change affects this particular sector.
We also assessed the consistency of managements disclosures included as ‘Statutory Other Information’ on page 38
with the Financial Statements and with our knowledge obtained from the audit.
Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters materially impacted by
climate-related risks and related commitments.
Financial Statements
106 Robert Walters plc Annual Report and Accounts 2023
Key audit matter How the scope of our audit addressed the key audit matter
Revenue recognition
for permanent
and temporary
placements
(Accounting Policies
(f) & Note 1)
• The significant risks in revenue recognition
lies within:
– For temporary placements, in the
existence of unbilled revenue and
completeness of revenue at year
end; and
– For permanent placements, in the
existence, accuracy, and due to the high
degree of judgement and estimation
uncertainty as explained on page 121.
• For permanent placements, as detailed in
the material accounting policies on page
121, revenue is recognised when a start date
is confirmed and a candidate has accepted
in writing. An Earned But Not Invoiced
(EBNI) provision is made based on historical
experience, for a proportion of placements
where the candidate accepts but are
expected to reverse their acceptance
prior to start date. This is calculated as a
percentage of the accrued income balance.
Whether the percentage applied remains
valid is considered to be a matter of
significant management judgement.
• 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 exist,
is inaccurate or is not recognised in the
appropriate financial year.
• The operating effectiveness of direct controls
in the revenue cycle was tested 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.
• Permanent placements recorded around year
end were sampled and agreed to confirmation
of candidate acceptance and start date, 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 tested the operating effectiveness of direct
controls around the correct application of contract
rates to invoicing and agreed a sample of rates
used to contractual documentation.
• We recalculated the accrued income and
associated costs recognised for a sample of 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).
Key observations:
• We did not identify any material indication that
revenue that has not yet been invoiced does not
exist or is 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.
Independent Auditor’s Report continued
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the
Financial Statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified, including those which had the greatest effect on: the overall audit strategy,
the allocation of resources in the audit, and directing the efforts of the engagement team. This matter was addressed in
the context of our audit of the Financial Statements as a whole, and in forming our opinion thereon, and we do not provide
a separate opinion on this matter.
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 107
Corporate GovernanceOverview
Our application of materiality
We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of
misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence
the economic decisions of reasonable users that are taken on the basis of the Financial Statements.
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. Importantly, misstatements
below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the Financial
Statements as a whole.
Based on our professional judgement, we determined materiality for the Financial Statements as a whole and performance
materiality as follows:
Group Parent Company
Materiality £1.7m (2022: £2.7m) £1.5m (2022: £2.4m)
Basis 5.0% of 5-year average profit before taxation
(2022: 5.0% of profit before taxation).
Lower of 3.5% of net assets (2022: 3.5%) or 90%
Group materiality.
Rationale 5-year average profit before taxation is considered
to be the most appropriate benchmark based on
market practice, investor expectations and recent
macro-economic factors.
Net assets is considered to be the most appropriate
benchmark as the Parent Company does not trade.
Performance
materiality
£1.2m (2022: £1.9m) based on 70% (2022: 70%)
of materiality.
Based on history of adjustments and an
assessment of the aggregated error risk.
£1.1m (2022: £1.7m) based on 70% (2022: 70%)
of materiality.
Based on history of adjustments and an
assessment of the aggregated error risk.
Measure Application
Component
materiality
£0.3m - £1.5m (higher of 15%
Group performance materiality or
3% net fee income)
(2022: £0.3m -£2.4m)
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
£70,000
(2022: £110,000)
The amount agreed with the Audit and Risk Committee for which all
individual audit differences in excess of this amount will be reported.
We also agreed to report differences below this threshold that, in our
view, warranted reporting on qualitative grounds.
Qualitative
disclosures
We also reported to the Audit and Risk Committee on disclosure matters that we identified when
assessing the overall presentation of the Financial Statements.
Financial Statements
108 Robert Walters plc Annual Report and Accounts 2023
Other information
The Directors are responsible for the other information. The other information comprises the information included in the
Annual Report and Accounts other than the Financial Statements and our auditor’s report thereon. Our opinion on the
Financial 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 whether the other information is materially inconsistent with the Financial Statements or
our knowledge obtained in the course 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 gives rise to a
material misstatement in the Financial Statements themselves. If, based on the work we have performed, we conclude
that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
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
Corporate Governance Code specified for our review.
Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate
Governance Statement is materially consistent with the Financial Statements or our knowledge obtained during the audit.
Going concern and
longer-term viability
• The Directors’ statement with regards to the appropriateness of adopting the going concern basis
of accounting and any material uncertainties identified is set out on page 101; and
• The Directors’ explanation as to their assessment of the Group’s prospects, the period this
assessment covers and why the period is appropriate is set out on page 101.
Other Code
provisions
• Directors' statement on fair, balanced and understandable is set out on page 70;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks is
set out on pages 52 to 58;
• The section of the Annual Report that describes the review of effectiveness of risk management and
internal control systems is set out on page 68; and
• The section describing the work of the Audit and Risk Committee is set out on pages 69 to 71.
Other Companies Act 2006 reporting
Based on the responsibilities described below and our work performed during the course of the audit, we are required
by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.
Strategic and
Directors’ Report
In our opinion, based on the work undertaken in the course of the audit:
• the information given in the Strategic report and the Directors’ report for the financial year for which
the Financial Statements are prepared is consistent with the Financial Statements; and
• the Strategic report and the Directors’ report have been prepared in accordance with applicable
legal requirements.
In the light of the knowledge and understanding of the Group and Parent Company and its
environment obtained in the course of the audit, we have not identified material misstatements
in the strategic report or the Directors’ report.
Directors’
remuneration
In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared
in accordance with the Companies Act 2006.
Matters on which
we are required to
report by exception
We have nothing to report in respect of the following matters in relation to which the Companies
Act 2006 requires us to report to you if, in our opinion:
• adequate accounting records have not been kept by the Parent Company, or returns adequate for
our audit have not been received from branches not visited by us; or
• the Parent Company Financial Statements and the part of the Directors’ remuneration report to
be audited are not in agreement with the accounting records and returns; or
• certain disclosures of Directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Independent Auditor’s Report continued
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 109
Corporate GovernanceOverview
Responsibilities of Directors
As explained more fully in the Directors’ responsibility statement, the Directors are responsible for the preparation of the
Financial Statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors
determine is necessary to enable the preparation of Financial Statements that are free from material misstatement,
whether due to fraud or error.
In preparing the Financial Statements, the Directors are responsible for assessing the Group’s and the Parent Company’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of
these Financial Statements.
Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to
which our procedures are capable of detecting irregularities, including fraud is detailed below:
Non-compliance with laws and regulations
Based on:
• Our understanding of the Group and the industry in which it operates;
• Discussion with management and those responsible for legal and compliance procedures; and
• Obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and regulations
we considered the significant laws and regulations to be those related to the reporting framework (UK adopted
international accounting standards, United Kingdom Accounting Standards, including Financial Reporting Standard
101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice) and the Companies Act
2006), regulations impacting recruitment company licencing in certain jurisdictions, and labour and tax regulations in key
territories in which the Group operates.
Our procedures in respect of the above included:
• Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws
and regulations;
• Review of correspondence with regulatory and tax authorities for any instances of non-compliance with laws and regulations;
• Review of financial statement disclosures and agreeing to supporting documentation;
• Involvement of tax specialists in the audit; and
• Review of legal expenditure accounts to understand the nature of expenditure incurred.
Fraud
We assessed the susceptibility of the Financial Statements to material misstatement, including fraud. Our risk assessment
procedures included:
• Enquiry with management and those charged with governance regarding any known or suspected instances of fraud;
• Obtaining an understanding of the Group’s policies and procedures relating to:
– Detecting and responding to the risks of fraud; and
– Internal controls established to mitigate risks related to fraud.
• Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud;
• Discussion amongst the engagement team as to how and where fraud might occur in the Financial Statements; and
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of
material misstatement due to fraud.
We also considered potential fraud drivers: including financial or other pressures, opportunity, and personal or corporate
motivations. We obtained an understanding of the programmes and controls that the Group has established to address risks
identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and
controls. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk.
Financial Statements
110 Robert Walters plc Annual Report and Accounts 2023
Fraud continued
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls
and key areas of estimation uncertainty or judgement.
Our procedures in respect of the above included:
• Testing a sample of journal entries throughout the year and at year end, which met a defined risk criteria, by agreeing
to supporting documentation; and
• Assessing significant estimates made by management for bias by testing key areas of estimation uncertainty or
judgement, for example; placement ‘back-out’ provisions for which we assessed the year end position by reviewing the
accuracy of the prior year estimate and by comparing against actual back-outs post year end, and expected credit loss
provision for which we assess the reasonableness of assumptions used in context of our understanding of the entity and
the industry, as set out in the key audit matters section above.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members
including component engagement teams who were all deemed to have appropriate competence and capabilities and
remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. For
component engagement teams, we also reviewed the result of their work performed in this regard.
Our audit procedures were designed to respond to risks of material misstatement in the Financial Statements, recognising
that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from
error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are
inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is
from the events and transactions reflected in the Financial Statements, the less likely we are to become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/
auditorsresponsibilities. This description forms part of our auditor’s report.
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.
Sandra Thompson (Senior Statutory Auditor)
For and on behalf of BDO LLP, Statutory Auditor
London, UK
7 March 2024
BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Independent Auditor’s Report continued
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 111
Corporate GovernanceOverview
Note
| 2023 | 2022 | ||
| £ millions | £ millions | ||
Revenue | 1 | ||
Cost of sales | ( | ( | |
Gross profit (net fee income) | |||
Administrative expenses | ( | ( | |
Operating profit | |||
Finance income | |||
Finance costs | 2 | ( | ( |
(Loss) gain on foreign exchange | ( | ||
Profit before taxation | 3 | ||
Taxation | 5 | ( | ( |
Profit for the year | |||
| Attributable to: | |||
Owners of the Company | |||
Earnings per share (pence): | 7 | ||
Basic | |||
Diluted |
The amounts above relate to continuing operations.
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2023
| 2023 | 2022 | |
| £ millions | £ millions | |
Profit for the year | ||
| Items that may be reclassified subsequently to profit or loss: | ||
Exchange differences on translation of overseas operations | ( | |
Total comprehensive income and expense for the year | ||
| Attributable to: | ||
Owners of the Company |
Consolidated Income Statement
For the year ended 31 December 2023
Financial Statements
112 Robert Walters plc Annual Report and Accounts 2023
Consolidated Balance Sheet
As at 31 December 2023
Note
| 2023 | 2022 | ||
| £ millions | £ millions | ||
| Non-current assets | |||
Intangible assets | 8 | ||
Property, plant and equipment | 9 | ||
Right-of-use asset | 10 | ||
Lease receivables | 10 | ||
Deferred tax assets | 15 | ||
| Current assets | |||
Trade and other receivables | 12 | ||
Lease receivables | 10 | ||
Corporation tax receivables | |||
Cash and cash equivalents | 17 | ||
Total assets | |||
| Current liabilities | |||
Trade and other payables | 13 | ( | ( |
Corporation tax liabilities | ( | ( | |
Bank overdrafts and borrowings | 14 | ( | ( |
Lease liabilities | 10 | ( | ( |
Provisions | 16 | ( | ( |
( | ( | ||
Net current assets | |||
| Non-current liabilities | |||
Deferred tax liabilities | 15 | ( | ( |
Lease liabilities | 10 | ( | ( |
Provisions | 16 | ( | ( |
( | ( | ||
Total liabilities | ( | ( | |
Net assets | |||
| Equity | |||
Share capital | 18 | ||
Share premium | |||
Other reserves | 20 | ( | ( |
Own shares held | 20 | ( | ( |
Treasury shares held | 20 | ( | ( |
Foreign exchange reserves | |||
Retained earnings | |||
Equity attributable to owners of the Company |
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 113
Corporate GovernanceOverview
Note
| 2023 | 2022 | ||
| £ millions | £ millions | ||
Operating profit | |||
| Adjustments for: | |||
Depreciation and amortisation charges | |||
Impairment of right-of-use asset | |||
| (Profit) loss on disposal of right-of-use assets, property, plant and equipment | ( | ||
| and computer software | |||
Charge in respect of share-based payment transactions | |||
Unrealised foreign exchange loss | ( | ||
Operating cash flows before movements in working capital | |||
Decrease (increase) in receivables | ( | ||
Decrease in payables | ( | ( | |
Cash generated from operating activities | |||
Income taxes paid | ( | ( | |
Net cash from operating activities | |||
| Investing activities | |||
Interest received | |||
Investment in intangible assets | ( | ( | |
Purchases of property, plant and equipment | ( | ( | |
Sale of property, plant and equipment | |||
Net cash used in investing activities | ( | ( | |
| Financing activities | |||
Equity dividends paid | 6 | ( | ( |
Interest paid | ( | ( | |
Net interest on leases | 10 | ( | |
Principal paid and received on lease liabilities | 10 | ( | ( |
Proceeds from financing facility | 14 | ||
Repayment of financing facility | ( | ( | |
Share buy-back for cancellation | ( | ( | |
Purchase of own shares | ( | ||
Proceeds from exercise of share options | |||
Proceeds from issue of equity | |||
Net cash used in financing activities | ( | ( | |
Net decrease in cash and cash equivalents | ( | ( | |
Cash and cash equivalents at beginning of year | |||
Effect of foreign exchange rate changes | ( | ||
Cash and cash equivalents at end of year |
Consolidated Cash Flow Statement
For the year ended 31 December 2023
Financial Statements
114 Robert Walters plc Annual Report and Accounts 2023
Group
| Own | Treasury | Foreign | ||||||
| Share | Share | Other | shares | shares | exchange | Retained | Total | |
| capital | premium | reserves | held | held | reserves | earnings | equity | |
| £ millions | £ millions | £ millions | £ millions | £ millions | £ millions | £ millions | £ millions | |
Balance at 1 January 2022 | ( | ( | ( | |||||
Profit for the year | ||||||||
Foreign currency translation differences | ||||||||
Total comprehensive income and expense for the year | ||||||||
Dividends paid | ( | ( | ||||||
| Credit to equity for equity-settled | ||||||||
share-based payments | ||||||||
| Tax on share-based payment | ||||||||
transactions | ( | ( | ||||||
| Transfer to own shares held on exercise | ||||||||
of equity incentives | ( | |||||||
Shares repurchased for cancellation | ( | ( | ( | |||||
New shares issued and own shares purchased | ( | ( | ||||||
Balance at 31 December 2022 | ( | ( | ( | |||||
Profit for the year | ||||||||
Foreign currency translation differences | ( | ( | ||||||
Total comprehensive income and expense for the year | ( | |||||||
Dividends paid | ( | ( | ||||||
| Credit to equity for equity-settled | ||||||||
share-based payments | ||||||||
| Tax on share-based payment | ||||||||
transactions | ||||||||
| Transfer to own shares held on exercise | ||||||||
of equity incentives | ( | |||||||
Share repurchase and cancellation | ( | ( | ( | |||||
New shares issued and own shares purchased | ||||||||
Balance at 31 December 2023 | ( | ( | ( |
Consolidated Statement of Changes in Equity
For the year ended 31 December 2023
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 115
Corporate GovernanceOverview
Statement of Accounting Policies
For the year ended 31 December 2023
Accounting policies
Financial Statements
116 Robert Walters plc Annual Report and Accounts 2023
Statement of Accounting Policies continued
For the year ended 31 December 2023
Accounting policies continued
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 117
Corporate GovernanceOverview
Accounting policies continued
Financial Statements
118 Robert Walters plc Annual Report and Accounts 2023
Statement of Accounting Policies continued
For the year ended 31 December 2023
Accounting policies continued
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 119
Corporate GovernanceOverview
Accounting policies continued
Financial Statements
120 Robert Walters plc Annual Report and Accounts 2023
Accounting policies continued
Statement of Accounting Policies continued
For the year ended 31 December 2023
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 121
Corporate GovernanceOverview
Financial Statements
122 Robert Walters plc Annual Report and Accounts 2023
Notes to the Group Accounts
For the year ended 31 December 2023
| 2023 | 2022 | |
| £ millions | £ millions | |
| i) Revenue: | ||
Asia Pacific | 484.9 | 519.6 |
UK | 254.9 | 259.7 |
Europe | 281.9 | 276.5 |
Rest of World | 42.4 | 43.8 |
1,064.1 | 1,099.6 | |
| ii) Gross profit (net fee income): | ||
Asia Pacific | 167.9 | 193.8 |
UK | 60.9 | 74.0 |
Europe | 126.3 | 124.1 |
Rest of World | 31.7 | 36.3 |
386.8 | 428.2 | |
| iii) Operating profit and profit before taxation: | ||
Asia Pacific | 19.3 | 37.5 |
UK | (0.4) | 3.4 |
Europe | 11.4 | 17.6 |
Rest of World | (4.0) | (0.3) |
Operating profit | 26.3 | 58.2 |
Net finance costs | (5.5) | (2.6) |
Profit before taxation | 20.8 | 55.6 |
| 2023 | 2022 | |
| £ millions | £ millions | |
| iv) Revenue by business grouping: | ||
| Robert Walters | 836.0 | 868.5 |
Resource Solutions (recruitment process outsourcing) | 228.1 | 231.1 |
1,064.1 | 1,099.6 |
| 2023 | 2022 | |
| £ millions | £ millions | |
| v) Revenue by service grouping: | ||
Permanent | 242.7 | 281.9 |
Temporary | 628.9 | 670.5 |
Interim | 128.7 | 119.9 |
Other | 63.8 | 27.3 |
1,064.1 | 1,099.6 |
| 2023 | 2022 | ||
| £ millions | £ millions | ||
Interest on financing facilities | 1.4 | 1.0 | |
Lease interest | 10 | 3.4 | 2.5 |
Total borrowing costs | 4.8 | 3.5 |
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 123
Corporate GovernanceOverview
| 2023 | 2022 | |
| £ millions | £ millions | |
| Profit is stated after charging: | ||
| Auditor's remuneration – 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 subsidiaries pursuant to legislation | 1.0 | 0.7 |
Total audit fees | 1.1 | 0.8 |
- Audit related assurance services | - | - |
- Other services supplied pursuant to legislation | 0.1 | 0.1 |
Total non-audit fees | 0.1 | 0.1 |
Total fees | 1.2 | 0.9 |
Depreciation and amortisation of property, plant & equipment and intangible assets owned | 8.9 | 6.8 |
Depreciation of right-of-use assets | 15.1 | 14.9 |
(Profit) loss on disposal of right-of-use assets, PPE and intangibles | (0.2) | 0.4 |
Impairment of right-of-use assets | 0.2 | - |
Impairment of trade receivables (net) | 0.4 | (0.3) |
Expense relating to short-term leases | 1.3 | 1.5 |
Foreign exchange loss (gain) | 1.3 | (0.5) |
| 2023 | 2022 | |
| Number | Number | |
| The average monthly number of employees of the Group | ||
| (including Executive Directors) during the year was: | ||
Group employees | 4,266 | 4,031 |
| 2023 | 2022 | |
| £ millions | £ millions | |
| Their aggregate remuneration comprised: | ||
Wages and salaries | 225.0 | 231.7 |
Social security costs | 26.3 | 24.5 |
Other pension costs | 8.3 | 7.9 |
Cost of employee share options and awards | 0.7 | 2.5 |
260.3 | 266.6 |
Financial Statements
124 Robert Walters plc Annual Report and Accounts 2023
Notes to the Group Accounts continued
For the year ended 31 December 2023
| 2023 | 2022 | |
| £ millions | £ millions | |
| Current tax charge | ||
Corporation tax – UK | - | 0.2 |
Corporation tax – Overseas | 9.3 | 14.7 |
| Adjustments in respect of prior years | ||
Corporation tax – UK | (0.2) | - |
Corporation tax – Overseas | 0.2 | 0.8 |
9.3 | 15.7 | |
| Deferred tax | ||
Deferred tax – UK | 0.1 | 0.5 |
Deferred tax – Overseas | (2.6) | (0.4) |
| Adjustments in respect of prior years | ||
Deferred tax – UK | (0.6) | (0.2) |
Deferred tax – Overseas | 1.2 | 0.9 |
(1.9) | 0.8 | |
Total tax charge for year | 7.4 | 16.5 |
Profit before taxation | 20.8 | 55.6 |
Tax at standard UK corporation tax rate of (23.5%) (2022: 19%) | 4.9 | 10.6 |
| Effects of: | ||
Unrelieved losses | 1.6 | 0.7 |
Tax exempt income and other expenses not deductible | (0.4) | (0.4) |
Other timing difference | (0.1 ) | 0.3 |
Overseas earnings taxed at different rates | 0.8 | 4.0 |
Adjustments to tax charges in previous years | 0.6 | 1.5 |
Impact of tax rate change | - | (0.2) |
Total tax charge for year | 7.4 | 16.5 |
| Tax recognised directly in equity | ||
Tax on share-based payment transactions | (0.1 ) | 0.9 |
6. Dividends
| 2023 | 2022 | |
| £ millions | £ millions | |
| Amounts recognised as distributions to equity holders in the year: | ||
Interim dividend paid of | 4.5 | |
Final dividend for 2022 of | 11.5 | 10.7 |
15.8 | 15.2 | |
Proposed final dividend for 2023 of 17.0p per share (2022: 17.0p) | 11.2 | 11.5 |
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 125
Corporate GovernanceOverview
6. Dividends continued
The proposed final dividend of £11.2m is subject to approval by shareholders at the Annual General Meeting and has not
been included as a liability in these Financial Statements.
7. Earnings per share
The calculation of earnings per share is based on the profit for the year attributable to equity holders of the Parent and
the weighted average number of shares of the Company.
| 2023 | 2022 | |
| Number | Number | |
| of shares | of shares | |
| Weighted average number of shares: | ||
Shares in issue throughout the year | 78,928,095 | 80,689,295 |
Shares issued in the year | 631 | 203,095 |
Shares cancelled during the year | (1,121,137) | (529,847) |
Treasury and own shares held | (11,022,701) | (10,784,800) |
For basic earnings per share | 66,784,888 | 69,577,743 |
Outstanding share options | 3,700,484 | 3,687,416 |
For diluted earnings per share | 70,485,372 | 73,265,159 |
The total number of options in issue is disclosed in note 19.
| 2023 | 2022 | |
| £ millions | £ millions | |
Profit for the year attributable to equity holders of the Parent | 13.4 | 39.1 |
Earnings per share (pence): 2023 | 2022 | |
Basic | 20.1 | 56.2 |
Diluted | 19.0 | 53.4 |
| Computer | |||
| Goodwill | software | Total | |
| £ millions | £ millions | £ millions | |
| Cost: | |||
At 1 January 2022 | 8.1 | 24.7 | 32.8 |
Additions | - | 7.5 | 7.5 |
Disposals | - | (3.6) | (3.6) |
Foreign currency translation differences | - | 0.1 | 0.1 |
At 31 December 2022 | 8.1 | 28.7 | 36.8 |
Additions | - | 7.9 | 7.9 |
Disposals | - | (0.9) | (0.9) |
Foreign currency translation differences | (0.1) | (0.1) | (0.2) |
At 31 December 2023 | 8.0 | 35.6 | 43.6 |
| Accumulated amortisation and impairment: | |||
At 1 January 2022 | - | 8.1 | 8.1 |
Charge for the year | - | 2.9 | 2.9 |
Disposals | - | (3.5) | (3.5) |
Foreign currency translation differences | - | - | - |
At 31 December 2022 | - | 7.5 | 7.5 |
Charge for the year | - | 3.3 | 3.3 |
Disposals | - | (0.9) | (0.9) |
Foreign currency translation differences | - | (0.1) | (0.1) |
At 31 December 2023 | - | 9.8 | 9.8 |
| Carrying value: | |||
At 1 January 2022 | 8.1 | 16.6 | 24.7 |
At 31 December 2022 | 8.1 | 21.2 | 29.3 |
At 31 December 2023 | 8.0 | 25.8 | 33.8 |
Financial Statements
126 Robert Walters plc Annual Report and Accounts 2023
Notes to the Group Accounts continued
For the year ended 31 December 2023
8. Intangible assets continued
| Fixtures, | ||||
| fittings and | ||||
| Leasehold | office | Computer | ||
| improvements | equipment | equipment | Total | |
| £ millions | £ millions | £ millions | £ millions | |
| Cost: | ||||
At 1 January 2022 | 9.1 | 17.5 | 10.9 | 37.5 |
Additions | 2.3 | 4.1 | 3.1 | 9.5 |
Disposals | (1.0) | (2.5) | (0.5) | (4.0) |
Foreign currency translation differences | (0.1) | 0.7 | 0.3 | 0.9 |
At 31 December 2022 | 10.3 | 19.8 | 13.8 | 43.9 |
Additions | 0.5 | 6.2 | 1.4 | 8.1 |
Transfers | (1.1) | 1.1 | - | - |
Disposals | (2.5) | (2.7) | (2.5) | (7.7) |
Foreign currency translation differences | (0.5) | (0.7) | (0.5) | (1.7) |
At 31 December 2023 | 6.7 | 23.7 | 12.2 | 42.6 |
| Accumulated depreciation and impairment: | ||||
At 1 January 2022 | 7.5 | 11.5 | 9.5 | 28.5 |
Charge for the year | 0.6 | 1.7 | 1.6 | 3.9 |
Disposals | (1.0) | (2.3) | (0.4) | (3.7) |
Foreign currency translation differences | 0.2 | 0.5 | 0.2 | 0.9 |
At 31 December 2022 | 7.3 | 11.4 | 10.9 | 29.6 |
Charge for the year | 0.7 | 3.1 | 1.8 | 5.6 |
Disposals | (2.5) | (1.7) | (2.5) | (6.7) |
Foreign currency translation differences | (0.4) | (0.4) | (0.4) | (1.2) |
At 31 December 2023 | 5.1 | 12.4 | 9.8 | 27.3 |
| Carrying value: | ||||
At 1 January 2022 | 1.6 | 6.0 | 1.4 | 9.0 |
At 31 December 2022 | 3.0 | 8.4 | 2.9 | 14.3 |
At 31 December 2023 | 1.6 | 11.3 | 2.4 | 15.3 |
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 127
Corporate GovernanceOverview
10. Leases
Amounts recognised in the Consolidated Balance Sheet
The balance sheet shows the following amounts relating to leases where the Group is a lessee:
Right-of-use assets
| Buildings | Equipment | Vehicles | Total | |
| £ millions | £ millions | £ millions | £ millions | |
| Cost: | ||||
At 1 January 2022 | 94.2 | 0.3 | 5.7 | 100.2 |
Additions | 18.0 | - | 2.3 | 20.3 |
Lease modifications | 1.3 | - | - | 1.3 |
Disposals | (3.7) | (0.2) | - | (3.9) |
Foreign currency translation differences | 3.2 | - | 0.5 | 3.7 |
At 31 December 2022 | 113.0 | 0.1 | 8.5 | 121.6 |
Additions | 11.9 | - | 2.8 | 14.7 |
Lease modifications | 3.9 | - | - | 3.9 |
Disposals | (15.0) | - | (4.1) | (19.1) |
Foreign currency translation differences | (4.4) | - | (0.2) | (4.6) |
At 31 December 2023 | 109.4 | 0.1 | 7.0 | 116.5 |
The disposal of vehicle assets relates to the completion of those leases, whereby the Group has returned those assets at
the end of their lease term.
During the year the Group entered into a sublet arrangement for two of its offices, one in the UK and one in the USA. On
signing of the leases, the Group had transferred the rights to use the office space over to a third party, as such the Group
derecognised the right of use asset relating to the space accordingly and recognised a lease receivable for the income
due from the lessees. The lease receivable was discounted at the incremental borrowing rate for the head lease. Any
differences arising from the derecognition of the right-of-use asset and the value of the lease receivable was recognised as
an impairment in the Consolidated Income Statement for the year ended 31 December 2023.
The recoverable amount of the cash generating unit (CGU) is based on value-in-use in perpetuity. The key assumptions in
the value-in-use are those regarding expected changes to cash flow during the period, growth rates and discount rates.
Estimated cash flow forecasts are derived from the most recent financial budgets and an assumed average growth rate
of between 10% and 15% for years two and three. The forecast for revenue and costs as approved by the Board reflect the
latest industry forecasts and management expectations based on past experience.
The value of the cash flows is then discounted at a post-tax rate range of 9.0% and 10.1% (pre-tax rate range of 12.9% and
14.4%), based on the CGU’s estimated weighted average cost of capital and risk adjusted depending on the location of the
right-of-use asset.
Financial Statements
128 Robert Walters plc Annual Report and Accounts 2023
10. Leases continued
Amounts recognised in the Consolidated Balance Sheet continued
The discount rate for year four onwards has been adjusted for a terminal growth rate, between 0-5% depending on location.
Management has undertaken sensitivity analysis taking into consideration the impact in key assumptions. This included
reducing the cash flow growth from year two onwards by 10% and 20% in absolute terms. The sensitivity analysis shows
no impairment charge would arise under each scenario.
Lease Receivables and Lease Liabilities
Lease Receivables
| 2023 | 2022 | |
| £ millions | £ millions | |
Current | 0.8 | - |
| Non-current | 4.0 | - |
At 31 December | 4.8 | - |
1
1. Of the Non-current lease receivable £3.0m relates to receivables between 2 and 5 years (2022: £nil).
During the year the Group entered into financing lease arrangements as a lessor to sublet office space from the UK and
USA operations.
These lease contracts contain extension and early termination options.
Lease Liabilities
| 2023 | 2022 | |
| £ millions | £ millions | |
Current | (18.0) | (18.3) |
| Non-current | (61.2) | (58.1) |
At 31 December | (79.2) | (76.4) |
1
1. Of the Non-current liability £43.9m relates to liabilities between 2 and 5 years (2022: £46.7m).
Amounts recognised in Consolidated Income Statement
The Consolidated Income Statement shows the following amounts relating to leases:
| 2023 | 2022 | |
| £ millions | £ millions | |
Depreciation charge of Right-of-use assets | 15.1 | 14.9 |
Interest expense (included in finance cost) | 3.5 | 2.5 |
Interest receivable (included in finance cost) | (0.1) | - |
Expense relating to short-term leases (included in administrative expenses) | 1.3 | 1.5 |
Total charges in relation to leases | 19.8 | 18.9 |
The total cash outflow for leases in 2023 was £16.1m (2022: £19.3m). The total cash inflow for leases in 2023 was £0.3m
(2022: £nil).
Notes to the Group Accounts continued
For the year ended 31 December 2023
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 129
Corporate GovernanceOverview
The Group's leasing activities and how these are accounted for
The leases held by the Group primarily relate to offices, equipment and vehicles. Rental contracts are typically made
for fixed periods of four months to 10 years. The Group sometimes negotiates break clauses and extension options into
the rental contracts. This allows the Group to manage its risk arising from lease contracts and maximise the operational
flexibility in terms of managing the assets used in the Group's operations. Approximately 20% of the Group's leases contain
extension options of a two to five year period. The lease receivable relates to offices subsequently sublet to a third party.
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:
• fixed payments, less any lease incentives receivable; and
• 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 receivables include the net present value of the following lease income receivable:
• fixed income, less any lease incentives payable; and
• variable lease income receivables that are based on an index or a rate, initially measured using the index or rate as at
the commencement date.
The Group's leasing activities and how these are accounted for continued
Lease payments to be made under reasonable certain extension options are also included in the measurement of
the liability. Lease receivables to be secured under reasonable certain extension options are also included in the
measurement of the asset. On renegotiation of an existing lease, the Group will recognise any movement in the lease
depending on the nature of the modification. Further details can be found in the accounting policies on pages 117 to 118.
The Group is exposed to potential future increases in variable lease payments based on an index or rate, which are not
included in the lease liability until they take effect. When adjustments to lease payments based on an index or rate take
effect, the lease liability is reassessed and adjusted against the right-of-use asset.
Lease income and payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over
the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.
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 adjusted for any remeasurement of lease liabilities. Right-of-use assets are depreciated on a straight-line basis
over the shorter of the lease term and the estimated useful lives of the assets. The right-of-use assets are also subject
to impairment.
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.
Financial Statements
130 Robert Walters plc Annual Report and Accounts 2023
Registered
address
12th Floor, My Home Twitza, Plot Nos, 30/A, Survey No,83/1,APIIC Hyderabad knowledge City, Raidurg(Panmaqtha)Village,
Seriligampally Mandal, Ranga Reddy Dist., Hyderabad, Telangana – 500081
12th Floor, My Home Twitza, Plot Nos, 30/A, Survey No,83/1,APIIC Hyderabad knowledge City, Raidurg(Panmaqtha)Village,
Seriligampally Mandal, Ranga Reddy Dist., Hyderabad, Telangana – 500081
Notes to the Group Accounts continued
For the year ended 31 December 2023
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 131
Corporate GovernanceOverview
11. Group investments
Subsidiary
undertaking
Effective
ownership of
ordinary shares
Principal
activity
Country of
incorporation
Robert Walters Pty Limited 100% Recruitment consultancy Australia Level 23, Queen & Collins Tower, 376-390 Collins Street, Melbourne VIC 3000, Australia
Robert Walters Australia Pty Limited 100% Recruitment consultancy Australia Level 23, Queen & Collins Tower, 376-390 Collins Street, Melbourne VIC 3000, Australia
Resource Solutions Corporation Pty Limited 100% HR outsourcing services Australia Level 23, Queen & Collins Tower, 376-390 Collins Street, Melbourne VIC 3000, Australia
Robert Walters SA 100% Recruitment consultancy Belgium Avenue Louise 326, 10th Floor, Brussels, 1050, Belgium
Robert Walters People Solutions SA 100% Recruitment consultancy Belgium Avenue Louise 326, 10th Floor, Brussels, 1050, Belgium
Robert Walters Brazil Limitada 100% Recruitment consultancy Brazil Rua do Rocio 00350, Conjunto 41, Vila Olimpia, Sao Paulo, Brazil
Robert Walters Canada Inc 100% Recruitment consultancy Canada 145 King Street West, Suite 720, Toronto, Ontario M5X
Robert Walters Chile SpA 100% Recruitment consultancy Chile Av. El Bosque Central 92, piso 6, Las Condes, Santiago, Chile
Walters People Chile Empresa de Servicios Transitorios SpA 100% Recruitment consultancy Chile Av. El Bosque Central 92, piso 6, Las Condes, Santiago, Chile
Robert Walters Business Consulting (Shanghai) Ltd Company 100% Recruitment consultancy China Unit 2207A, No. 1601 West Nanjing Road, JingAn District, Shanghai, PRC
Robert Walters Talent China Limited 100% Recruitment consultancy China Unit 2206, 2207B, No. 1601 West Nanjing Road, JingAn District, Shanghai, PRC
RS Resourcing S.r.o 100% HR outsourcing services Czech Republic Nádražní 344/23, Smíchov 150 00 Prague 5, Czech Republic
Robert Walters SAS 100% Recruitment consultancy France 6-8 rue Pergolèse, 75116, Paris, France
Walters People SAS 100% Recruitment consultancy France 6-8 rue Pergolèse, 75116, Paris, France
Walters People Business Support SAS 100% Recruitment consultancy France 6-8 rue Pergolèse, 75116, Paris, France
Robert Walters Germany GMBH 100% Recruitment consultancy Germany Fuerstenwall 172, 40217 Dusseldorf, Germany
RS Resource Solutions GMBH 100% HR outsourcing services Germany Main Tower, Neue Mainzer Str. 52-58, 60311, Frankfurt am Main, Germany
Resource Solutions Consulting (Hong Kong) Limited 100% HR outsourcing services Hong Kong Unit 2001, 20/F, Nexxus Building, 41 Connaught Road Central, Hong Kong
Robert Walters (Hong Kong) Limited 100% Recruitment consultancy Hong Kong Unit 2001, 20/F Nexxus Building, 41 Connaught Road Central, Hong Kong
Resource Solutions India Private Limited 100% HR outsourcing services India
Resource Solutions Consulting Private Limited 100% HR outsourcing services India
PT. Robert Walters Indonesia
1
49% Recruitment consultancy Indonesia World Trade Centre 3, 18th Floor, Jl. Jend. Sudirman Kav. 29-31 Jakarta 12920, Indonesia
Robert Walters Limited 100% Recruitment consultancy Ireland Level 3, Custom House Plaza 2, IFSC, Dublin 1, Ireland
Robert Walters Italy s.r.l. 100% Recruitment consultancy Italy Via Giuseppe Mazzini 9, CAP 20123, Milano, Italy
Robert Walters Japan KK 100% Recruitment consultancy Japan Shibuya Minami Tokyu Building, 14th Floor 3-12-18 Shibuya, Shibuya-ku, Tokyo, 150-0002
Resource Solutions Japan KK 100% HR outsourcing services Japan Ebisu Garden Place, 16th Floor, 4-20-3 Ebisu, Shibuya-ku, Tokyo 150-6018
Robert Walters Resource Solutions Sdn Bhd 100% HR outsourcing services Malaysia Q Sentral, Unit 37-2, Level 37, 2A, Jalan Stesen Sentral 2, 50470 Kuala Lumpur, Wilayah Persekutuan Kuala Lumpur
Agensi Pekerjaan Walters Sdn Bhd
1
49% Recruitment consultancy Malaysia B4-3A-6 Solaris Dutamas, No 1 Jalan Dutamas 1, 50480, Kuala Lumpur, Malaysia
Robert Walters Mexico S. de R.L. de C.V. 100% Recruitment consultancy Mexico Bosque de Duraznos 69 Torre A 1101-C, Bosque de las Lomas, Miguel Hidalgo, Ciudad de México, Mexico
Walters People BV 100% Recruitment consultancy Netherlands Strawinskylaan 1057, 1077 XX, Amsterdam, Netherlands
Robert Walters BV 100% Recruitment consultancy Netherlands Strawinskylaan 1057, 1077 XX, Amsterdam, Netherlands
SAI Holdings BV
2
100% Holding Company Netherlands Herikerberweg 283, 1101CM, Amsterdam, The Netherlands
Robert Walters New Zealand Limited 100% Recruitment consultancy New Zealand c/o Deloitte, 80 Queen Street, Auckland 1010 New Zealand
Resource Solutions Global Service Centre (Philippines), Inc. 100% HR outsourcing services Philippines 37/F Philamlife Tower, 8767 Paseo De Roxas Makati City, Manila 1226
Resource Solutions sp. z o.o. 100% HR outsourcing services Poland Grzybowska 2/29, 00-131 Warszawa, Poland
Robert Walters Portugal Unipessoal Lda 100% Recruitment consultancy Portugal Avenida da Liberdade 110, 1269-046, Lisboa, Portugal
Resource Solutions Consulting (Singapore) Pte Ltd 100% HR outsourcing services Singapore 6 Battery Road #09-01 Singapore 049909
Robert Walters (Singapore) Pte Ltd 100% Recruitment consultancy Singapore 6 Battery Road #09-01 Singapore 049909
Financial Statements
132 Robert Walters plc Annual Report and Accounts 2023
Effective
Registered
address
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
Level 12, Room No. 1259-1260, Harbor Mall office, 4/222 Moo 10, Sukhumvit Road, Thungsukhla, Sriracha,
Chonburi 20230 Thailand
11. Group investments continued
Notes to the Group Accounts continued
For the year ended 31 December 2023
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 133
Corporate GovernanceOverview
Subsidiary
undertaking
Effective
ownership of
ordinary shares
Principal
activity
Country of
incorporation
Robert Walters South Africa Proprietary Limited 100% Recruitment consultancy South Africa
K2018112216 (South Africa) (Pty) Ltd (t/a Resource Solutions
South Africa)
100% Recruitment consultancy South Africa
Robert Walters Korea Limited 100% Recruitment consultancy South Korea 21F East Center, Center 1 Building, 26 Euljiro 5 gil, Jung-gu, Seoul 04539
Robert Walters Holding SAS Sucursal En Espana 100% Recruitment consultancy Spain Paseo de Recoletos 7-9, 6a planta, 28004 Madrid, Spain
Walters People Sociedad Limitada Empresa de Trabajo Temporal 100% Recruitment consultancy Spain Paseo de Recoletos 7-9, 6a planta, 28004 Madrid, Spain
Robert Walters Switzerland AG 100% Recruitment consultancy Switzerland Claridenstrasse 41, Zurich 8002, Switzerland
Robert Walters Company Limited (Taiwan) 100% Recruitment consultancy Taiwan Room F, 10th Floor, No. 1 Songzhi Road, Xin-Yi District, Taipei, Taiwan
Robert Walters (Eastern Seaboard) Ltd 100% Recruitment consultancy Thailand
Robert Walters Recruitment (Thailand) Ltd 100% Recruitment consultancy Thailand Q House Lumpini, 17th Floor, Unit 1702, 1 South Sathorn Road, Thungmahamek, Sathorn, Bangkok 10120, Thailand
Robert Walters Holdings (Thailand) Limited 100% Holding company Thailand 175 Sathorn City Tower, Level 18/1, South Sathorn Road, Thungmahamek, Sathorn, Bangkok 10120
Robert Walters Middle East Limited 100% Recruitment consultancy UAE WeWork Hub 71 Al Khatem Tower, ADGM, Abu Dhabi, UAE
Robert Walters Dubai Ltd 100% Recruitment consultancy United Kingdom 11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB
Robert Walters Operations Limited 100% Recruitment consultancy United Kingdom 11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB
Robert Walters Consultancy Ltd
3
100% Recruitment consultancy United Kingdom 11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB
Resource Solutions Limited 100% HR outsourcing services United Kingdom 11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB
Resource Solutions Europe Limited 100% HR outsourcing services United Kingdom 11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB
Resource Solutions Europe Limited External Profit Company 100% HR outsourcing services United Kingdom 11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB
Resource Solutions Workforce Management Limited
4
100% Recruitment consultancy United Kingdom 11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB
Robert Walters Holdings Limited
2,5
100% Holding Company United Kingdom 11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB
Walters Interim Ltd
3
100% Recruitment consultancy United Kingdom 11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB
Resource Solutions Inc (Delaware) 100% HR outsourcing services USA 7 Times Square, Suite 4301, New York NY 10036
Resource Solutions Inc (Florida) 100% HR outsourcing services USA 11 Slingsby Place, St Martin's Courtyard, London WC2E 9AB
Robert Walters Associates Inc. 100% Recruitment consultancy USA 7 Times Square, Suite 4301, New York NY 10036
Robert Walters Associates California Inc. 100% Recruitment consultancy USA 520 Broadway, Suite 200, Santa Monica, CA, 90401, USA
Robert Walters Holdings North America 100% Holding Company USA 7 Times Square, Suite 4301, New York NY 10036
Robert Walters Texas Inc. 100% Recruitment consultancy USA 211 E. 7th Street, Austin, Texas, 78701
Robert Walters Vietnam Company Limited 100% Recruitment consultancy Vietnam Unit 1, Level 9, The Metropolitan, 235 Dong Khoi Street, Ben Nghe Ward, District 1, Ho Chi Minh City, Vietnam
Financial Statements
134 Robert Walters plc Annual Report and Accounts 2023
| 2023 | 2022 | |
| £ millions | £ millions | |
| Receivables due within one year: | ||
Trade receivables | 116.5 | 142.9 |
Other receivables | 7.8 | 6.3 |
Prepayments | 7.8 | 8.8 |
Accrued income | 50.4 | 63.4 |
182.5 | 221.4 |
| 2023 | 2022 | |
| £ millions | £ millions | |
Trade payables | 7.8 | 8.7 |
Other taxation and social security | 30.4 | 34.7 |
| Other payables | 27. 3 | 25.4 |
Accruals and deferred income | 82.5 | 110.8 |
148.0 | 179.6 |
| 2023 | 2022 | |
| £ millions | £ millions | |
Bank overdrafts and borrowings: current | 15.8 | 26.1 |
15.8 | 26.1 | |
| The borrowings are repayable as follows: | ||
Within one year | 15.8 | 26.1 |
15.8 | 26.1 |
Notes to the Group Accounts continued
For the year ended 31 December 2023
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 135
Corporate GovernanceOverview
| Share- | |||||
| Accelerated | based | Accruals and | |||
| depreciation | Tax losses | payment | provisions | Total | |
| £ millions | £ millions | £ millions | £ millions | £ millions | |
At 1 January 2022 | 0.5 | 2.6 | 1.7 | 6.2 | 11.0 |
Charge to income | (0.8) | 0.3 | 0.2 | (0.5) | (0.8) |
Credit to equity | - | - | (0.7) | - | (0.7) |
Foreign currency translation differences | - | 0.2 | - | 0.1 | 0.3 |
At 31 December 2022 | (0.3) | 3.1 | 1.2 | 5.8 | 9.8 |
Charge to income | (0.9) | 3.4 | (0.1) | (0.5) | 1.9 |
Credit to equity | - | - | 0.1 | - | 0.1 |
Foreign currency translation differences | - | 0.3 | - | (0.5) | (0.2) |
At 31 December 2023 | (1.2) | 6.8 | 1.2 | 4.8 | 11.6 |
| 2023 | 2022 | |
| £ millions | £ millions | |
Deferred tax assets | 11.8 | 10.0 |
Deferred tax liabilities | (0.2) | (0.2) |
11.6 | 9.8 |
| Total | |
| £ millions | |
At 1 January 2022 | 3.2 |
Additional provisions charged to income statement | 1.2 |
Provision released | (0.1) |
Utilisation of provisions | (1.5) |
Foreign exchange movements | 0.1 |
At 31 December 2022 | 2.9 |
Additional provisions charged to income statement | 0.8 |
Provision released | (0.5) |
Utilisation of provisions | (0.2) |
Foreign exchange movements | (0.2) |
At 31 December 2023 | 2.8 |
| Analysis of total provision: | |
Current | 0.7 |
Non-current | 2.1 |
| 2.8 |
Financial Statements
136 Robert Walters plc Annual Report and Accounts 2023
17. Financial risk management
The Group’s financial instruments comprise cash and liquid resources and various items, such as trade receivables and trade
payables, that arise directly from its operations. The main purpose of these financial instruments is to finance the Group’s
operations. The Group has not entered into derivative transactions and no gains or losses on hedges have been incurred.
The main risks arising from the Group’s financial instruments are foreign currency risk, liquidity risk and interest rate risk.
| 2023 | 2022 | |
| £ millions | £ millions | |
Euros | 27.4 | 28.4 |
Japanese Yen | 15.6 | 22.1 |
Hong Kong Dollars | 8.9 | 13.6 |
Australian Dollars | 7.5 | 11.3 |
Singapore Dollars | 4.7 | 4.3 |
Chinese Renminbi | 4.3 | 7.8 |
New Zealand Dollars | 4.1 | 6.6 |
South Korean Won | 3.7 | 6.8 |
Great British Pounds Sterling | 2.7 | 3.8 |
Taiwan Dollar | 2.6 | 3.0 |
Thai Baht | 2.2 | 2.1 |
US Dollars | 2.1 | 4.5 |
Chilean Peso | 1.8 | 1.2 |
Other | 8.1 | 7.7 |
95.7 | 123.2 |
Notes to the Group Accounts continued
For the year ended 31 December 2023
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 137
Corporate GovernanceOverview
17. Financial risk management continued
| 31 to 60 days | 61 to 90 days | More than 91 | |||
| Current | past due | past due | days past due | Total | |
| 31 December 2023 | |||||
Expected loss rate | 0.2% | 1.4% | 2.1% | 40.0% | 2.6% |
Trade receivables (£’millions) | 49.3 | 51.0 | 14.3 | 5.0 | 119.6 |
Bad debt provision (£’millions) | 0.1 | 0.7 | 0.3 | 2.0 | 3 .1 |
| 31 to 60 | 61 to 90 days | More than 91 | |||
| Current | days past due | past due | days past due | Total | |
| 31 December 2022 | |||||
Expected loss rate | 0.2% | 1.5% | 1.2% | 24.0% | 2.1% |
Trade receivables (£'millions) | 61.2 | 53.0 | 24.2 | 7.5 | 145.9 |
Bad debt provision (£'millions) | 0.1 | 0.8 | 0.3 | 1.8 | 3.0 |
| 2023 | 2022 | |
| £ millions | £ millions | |
At 1 January | 3.0 | 3.7 |
Increase during the year | 0.4 | 0.5 |
Receivables written off during the year as uncollectible | 0.4 | (0.3) |
Unused amounts reversed | (0.7) | (0.9) |
Movement in provision for impairment during the year | 0.1 | (0.7) |
At 31 December | 3.1 | 3.0 |
Financial Statements
138 Robert Walters plc Annual Report and Accounts 2023
| 2023 | 2022 | 2023 | 2022 | |
| Number | Number | £ millions | £ millions | |
| Authorised | ||||
Ordinary shares of 20p each Allotted, called-up and fully paid | 200,000,000 | 200,000,000 | 40.0 | 40.0 |
Ordinary shares of 20p each | 76,429,714 | 78,928,095 | 15.3 | 15.8 |
19. Share options
Equity-settled share option plan
As at 31 December 2023 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 | Price | |||
| options | granted | |||
| granted | (p) | From | To | |
Executive Options | 25,000 | 353 | March 2017 | March 2024 |
Executive Options | 44,500 | 339 | February 2018 | February 2025 |
Executive Options | 100,000 | 299 | March 2019 | March 2026 |
Executive Options | 172,000 | 400 | March 2020 | March 2027 |
SAYE | 88,943 | 326 | September 2023 | March 2024 |
Executive Options | 55,250 | 521 | March 2024 | March 2031 |
SAYE | 21,527 | 541 | October 2024 | April 2025 |
Executive Options | 55,000 | 577 | March 2025 | March 2032 |
SAYE | 135,044 | 408 | October 2025 | April 2026 |
Executive Options | 23,000 | 501 | March 2026 | March 2033 |
SAYE | 571,856 | 291 | November 2026 | May 2027 |
| 1,292,120 |
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.
2023 | 2022 | |||
| Weighted | Weighted | |||
| average | average | |||
| exercise | exercise | |||
| Options | price (£) | Options | price (£) | |
At 1 January | 1,477,486 | 3.98 | 2,105,241 | 3.93 |
Granted during the year | 617,051 | 2.99 | 314,973 | 4.53 |
Forfeited during the year | (207,373) | 3.92 | (170,827) | 4.43 |
Lapsed during the year | (133,550) | 5.52 | (171,499) | 5.36 |
Exercised during the year | (461,494) | 3.48 | (600,402) | 3.57 |
At 31 December | 1,292,120 | 3.54 | 1,477,486 | 3.98 |
Notes to the Group Accounts continued
For the year ended 31 December 2023
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 139
Corporate GovernanceOverview
19. Share options continued
The fair value of share options granted during the year was £35,000 (2022: £115,000).
The weighted average share price at the date of exercise for share options exercised during the period was £3.48 (2022:
£3.57). The options outstanding at 31 December 2023 had a weighted average remaining contractual life of three years
(2022: three years) and a weighted value of £3.54 (2022: £3.98).
The weighted average exercise price is calculated based on a range of share prices between £3.26 and £4.09.
There were 430,000 (2022: 524,000) options already exercisable at the end of the year, with a weighted exercise price of
£3.52 (2022: £3.63). The inputs into the stochastic model are as follows:
Executive Options | SAYE options | ||||||
2023 | 2022 | 2021 | 2020 | 2023 | 2022 | 2021 | |
Weighted average share price | £5.60 | £5.77 | £5.52 | £5.00 | £2.91 | £4.08 | £5.41 |
Weighted average exercise price | £5.01 | £5.77 | £5.21 | £5.52 | £2.91 | £4.08 | £5.41 |
Expected volatility | 34.5% | 34.5% | 33.4% | 31.3% | 34.5% | 34.5% | 33.4% |
Expected life | 6 | 6 | 6 | 6 | 3.25 | 3.25 | 3.25 |
Risk free rate | 3.5% | 1.3% | 0.4% | 0.2% | 3.5% | 1.3% | 0.4% |
Expected dividend yield | 4.2% | 3.5% | 2.8% | 3.0% | 4.2% | 3.5% | 2.8% |
Expected volatility has been calculated over the period of time commensurate with the expected award term immediately
prior to the date of grant. The expected life used in the model has been adjusted, based upon management's best
estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.
Exercise of the Executive Share Options is subject to the achievement of a percentage increase in earnings per share which
exceeds the percentage increase in inflation by at least an average 8% per annum, over a period of three financial years of
the Group.
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.
Exercise of an option is subject to continued employment.
Equity-settled Performance Share Plan (PSP)
As at 31 December 2023 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.
2023 | 2022 | |||||
| Share | Co-investment | Share | Co-investment | |||
| awards | awards | Total | awards | awards | Total | |
At 1 January | 2,999,085 | 686,215 | 3,685,300 | 3,320,308 | 654,255 | 3,974,563 |
Granted during the year | 1,235,741 | 285,715 | 1,521,456 | 990,668 | 300,625 | 1,291,293 |
Vested and exercised during the year | (106,010) | - | (106,010) | (239,040) | (54,858) | (293,898) |
Lapsed during the year | (838,853) | (237,799) | (1,076,652) | (772,991) | (176,683) | (949,674) |
Forfeited during the year | (269,737) | (25,493) | (295,230) | (299,860) | (37,124) | (336,984) |
At 31 December | 3,020,226 | 708,638 | 3,728,864 | 2,999,085 | 686,215 | 3,685,300 |
The fair value of share awards and co-investment awards granted during the year was £5,402,000 (2022: £4,630,000).
The awards outstanding at 31 December 2023 had a weighted average remaining contractual life of 15 months (2022: 14
months). No awards expired during the year (2022: none).
Financial Statements
140 Robert Walters plc Annual Report and Accounts 2023
19. Share options continued
2023 | 2022 | 2021 | 2020 | |
Weighted average share price | £5.24 | £6.65 | £5.52 | £5.00 |
Weighted average exercise price | nil | nil | nil | nil |
Expected volatility | 34.5% | 36.6% | 37.4% | 34.5% |
Expected life | 3 | 3 | 3 | 3 |
Risk free rate | 3.6% | 1.4% | 0.1% | 0.2% |
Expected dividend yield | 4.6% | 3.5% | 2.8% | 3.0% |
Notes to the Group Accounts continued
For the year ended 31 December 2023
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 141
Corporate GovernanceOverview
21. Reconciliation of net cash and debt position
| Cash and cash | ||||
| Bank borrowings | equivalents | Leases | Total | |
| £ millions | £ millions | £ millions | £ millions | |
Net cash (debt) as at 1 January 2022 | (15.7) | 142.3 | (66.4) | 60.2 |
Cash flows | (9.4) | (24.9) | 19.3 | (15.0) |
| Non cash flows: | ||||
New leases | - | - | (20.3) | (20.3) |
Interest | (1.0) | - | (2.5) | (3.5) |
Foreign exchange adjustments | - | 5.8 | (5.2) | 0.6 |
| Other changes | - | - | (1.3) | (1.3) |
Net cash (debt) as at 1 January 2023 | (26.1) | 123.2 | (76.4) | 20.7 |
Cash flows | 11.7 | (20.9) | 16.1 | 6.9 |
| Non cash flows: | ||||
New leases | - | - | (14.7) | (14.7) |
Interest | (1.4) | - | (3.4) | (4.8) |
Foreign exchange adjustments | - | (6.6) | 2.9 | (3.7) |
| Other changes | - | - | (3.7) | (3.7) |
Net cash (debt) as at 31 December 2023 | (15.8) | 95.7 | (79.2) | 0.7 |
1
1
1. The other changes for leases totalling £3.7m in 2023 (2022: £1.3m), relate to lease modifications, further details can be found in note 10.
Financial Statements
142 Robert Walters plc Annual Report and Accounts 2023
Notes
2023
£ millions
2022
£ millions
Non-current assets
Investments 26 232.4 232.1
Current assets
Trade and other receivables 27 3.5 18.9
Cash and cash equivalents - -
Total assets 235.9 251.0
Current liabilities
Trade and other payables 28 (116.2) (122.3)
Net current liabilities (112.7) (103.4)
Net assets 119.7 128.7
Equity
Share capital 29 15.3 15.8
Share premium 22.6 22.6
Capital redemption reserve 3.1 2.6
Own shares held 20 (37.8) (40.5)
Treasury shares held 20 (9.1) (9.1)
Retained earnings 125.6 137.3
Shareholders' funds 119.7 128.7
Robert Walters plc reported a profit for the year of £15.3m (2022: £42.4m).
The accounts of Robert Walters plc, Company Number 03956083, on pages 142 to 145 were approved by the Board of
Directors on 7 March 2024 and signed on its behalf by:
David Bower
Chief Financial Officer
Company Balance Sheet
As at 31 December 2023
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 143
Corporate GovernanceOverview
Share
capital
£ millions
Share
premium
£ millions
Capital
redemption
reserve
£ millions
Own
shares
held
£ millions
Treasury
shares
held
£ millions
Retained
earnings
£ millions
Total
equity
£ millions
Balance at 1 January 2022 16.1 22.6 2.2 (29.9) (9.1) 119.5 121.4
Profit for the year - - - - - 42.4 42.4
Foreign currency translation differences - - - - - - -
Total comprehensive income and expense
for the year - - - - - 42.4 42.4
Dividends paid - - - - - (15.2) (15.2)
Credit to equity for equity-settled
share-based payments - - - - - 2.5 2.5
Transfer to own shares held on exercise
of equity incentives - - - 1.9 - (1.9) -
Shares repurchased for cancellation (0.4) - 0.4 - - (10.0) (10.0)
New shares issued and own shares purchased 0.1 - - (12.5) - - (12.4)
Balance at 31 December 2022 15.8 22.6 2.6 (40.5) (9.1) 137.3 128.7
Profit for the year - - - - - 15.3 15.3
Foreign currency translation differences - - - - - - -
Total comprehensive income and expense
for the year - - - - - 15.3 15.3
Dividends paid - - - - - (15.8) (15.8)
Credit to equity for equity-settled
share-based payments - - - - - 0.3 0.3
Transfer to own shares held on exercise
of equity incentives - - - 1.5 - (1.5) -
Share repurchase and cancellation (0.5) - 0.5 - - (10.0) (10.0)
New shares issued and own shares purchased - - - 1.2 - - 1.2
Balance at 31 December 2023 15.3 22.6 3.1 (37.8) (9.1) 125.6 119.7
Company Statement of Changes in Equity
For the year ended 31 December 2023
Financial Statements
144 Robert Walters plc Annual Report and Accounts 2023
24. 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 separate Financial Statements of the Company are presented as required by the Companies Act 2006. The Company
meets the definition of a qualifying entity under FRS 100 (Financial Reporting Standard 100) issued by the Financial
Reporting Council.
The Financial Statements have therefore been prepared in accordance with FRS 101 (Financial Reporting Standard 101)
‘Reduced Disclosure Framework’ as 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 share-based payment, financial instruments, capital management, presentation of comparative information in
respect of certain assets, presentation of a cash flow statement and certain related party transactions.
Where required, equivalent disclosures are given in the consolidated Financial Statements.
The Financial Statements have been prepared on the historical cost basis. The principal accounting policies adopted are
the same as those set out in the Statement of Accounting Policies to the consolidated Financial Statements on page 115
except as noted below.
(b) Foreign currencies
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.
(c) Investments
Investments are shown at cost less provision for impairment where appropriate.
(d) Employee Benefit Trust
The own shares are held by an Employee Benefit Trust (EBT) to satisfy the potential share obligations of the Group.
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), liabilities, income and expenses are included on a line-by-line basis in the Company Financial Statements.
25. Profit for the year
The Company has elected not to present its own profit and loss account as permitted by Section 408 of the Companies Act 2006.
£21.9m (2022: £31.2m) of the retained earnings of the Company represent distributable reserves.
Details of the proposed final dividend are provided in note 6 to the accounts.
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.
26. Fixed asset investments
Total
£ millions
At 1 January 2023 232.1
Increase in the year due to equity incentive schemes 0.3
At 31 December 2023 232.4
There were no indicators to suggest an impairment review was required, as such there was no provision for impairment
(2022: £nil).
Please refer to note 11 for a list of the Company's principal investments.
Notes to the Company Accounts
For the year ended 31 December 2023
Strategic Report Financial Statements
Annual Report and Accounts 2023 Robert Walters plc 145
Corporate GovernanceOverview
27. Trade and other receivables
2023
£ millions
2022
£ millions
Amounts due from subsidiaries 3.5 18.9
3.5 18.9
Amounts owed by Group undertakings are unsecured, carry no interest and are repayable on demand.
28. Trade and other payables: amounts falling due within one year
2023
£ millions
2022
£ millions
Amounts due to subsidiaries 116.2 122.3
116.2 122.3
Amounts owed to group undertakings are unsecured, carry no interest and are repayable on demand.
29. Share capital
2023
Number
2022
Number
2023
£ millions
2022
£ 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 76,429,714 78,928,095 15.3 15.8
30. Commitments
The Company has no lease commitments (2022: £nil).
There are no capital commitments for the Company (2022: £nil).
31. Related party transactions
There are no disclosable related party transactions in the year to 31 December 2023 (2022: £nil) other than as disclosed
in the Directors' Remuneration Report and notes 27 and 28.
32. Contingent liabilities
The Company has no other contingent liabilities than those disclosed in note 23 as at 31 December 2023 (2022: £nil).
Financial Statements
146 Robert Walters plc Annual Report and Accounts 2023
Financial Statements
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Registered office
Registered number
03956083
Auditor
BDO LLP
Chartered Accountants
55 Baker Street
London W1U 7EU
Solicitors
Travers Smith LLP
10 Snow Hill
London EC1A 2AL
Principal bankers
Barclays
Level 28, 1 Churchill Place
Canary Wharf,
London E14 5HP
Registrars
Link Group
10th Floor
Central Square
29 Wellington Street
Leeds, LS1 4DL
Company Secretary
Tony Hunter
11 Slingsby Place
St Martin’s Courtyard
London WC2E 9AB
Overview Strategic ReportOverview Financial StatementsCorporate Governance
Annual Report and Accounts 2023 Robert Walters plc 147
Overvi ew
148 Robert Walters plc Annual Report and Accounts 2023
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