robertwalters.com
Annual Report
& Accounts
2025
robertwalters.com
Annual Report
& Accounts
2025
Introduction
Robert Walters
is a global talent
solutions business.
We deliver four core services:
• Specialist recruitment
Encompassing permanent
and temporary recruitment of
professionals, interim management
and executive search.
• Recruitment outsourcing
Enabling organisations to transfer
all, or part of, their recruitment
needs to us either through
recruitment process outsourcing
(RPO) or contingent workforce
solutions (CWS).
• Consultancy
Helping organisations access
skilled talent on a flexible basis,
support for critical projects and
more value from service providers.
• Talent Advisory
Supporting the growth of
organisations through market
intelligence, talent development,
and future of work consultancy.
Our 2,900 employees are
passionate about pursuing our
vision to be the most trusted talent
solutions business. We take the time
to listen to, and fully connect with,
the people and organisations we
partner with. Our ability to truly
understand them and create and
share their unique and compelling
stories is what sets us apart.
Our purpose is powering people
and organisations to fulfil their
unique potential. This 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
Overview
1 2025 Overview
2 Robert Walters at a Glance
Strategic Report
4 Chair’s Statement
6 Chief Executive’s Statement
10 Operating Review
14 Financial Review
16 Market Overview
22 Strategic Overview
26 Strategic Case Studies
34 Business Model
38 Key Performance Indicators
40 ESG Strategy
42 Materiality Assessment
44 Engaging our workforce
46 Enhancing our ED&I initiatives
48 Responding to a sustainable
world of work
50 Reducing our environmental impact
52 Task Force on Climate-related
Financial Disclosures (TCFD)
60 Supporting our communities
62 Being a responsible business
64 Stakeholder Engagement
66 Principal Risks and Uncertainties
74 Section 172 Statement
Corporate Governance
76 Chair's Introduction to
Corporate Governance
78 Report of the Board
85 Report of the Audit and Risk Committee
90 Report of the Nominations Committee
92 Report of the Remuneration Committee
123 Directors’ Responsibility Statement
124 Directors’ Report
Financial Statements
128 Independent Auditor’s Report
137 Consolidated Income Statement
137 Consolidated Statement of
Comprehensive Income
138 Consolidated Balance Sheet
139 Consolidated Cash Flow Statement
140 Consolidated Statement
of Changes in Equity
141 Statement of Accounting Policies
148 Notes to the Group Accounts
171 Company Balance Sheet
172 Company Statement
of Changes in Equity
173 Notes to the Company Accounts
View our Annual Report and Accounts
online: robertwalters.com
Annual Report and Accounts 2025 Robert Walters plc 1
2025 Overview
Strategic ReportOverview Financial StatementsCorporate Governance
£781.1m
Revenue
2024: £892.1m
Net fee income (Gross profit)
2024: £321.4m
£274.2m
Operating (loss)/profit
2024: £5.2m
£(14.9)m
(Loss)/profit before taxation
2024: £0.5m
£(19.6)m
Ordinary dividend per share
2024: 23.5p
Nil
Basic loss per share
2024: (9.1)p
(40.7)p
Candidate net promoter score (NPS)
2024: +56
+56
Employee engagement score
2024: 75%
73%
2 Robert Walters plc Annual Report and Accounts 2025
Highly recognised
global brand
Robert Walters at a Glance
2 Robert Walters plc Annual Report and Accounts 2025
Overview
Group net fee income
mix 2025
17%
83%
Specialist recruitment
Recruitment outsourcing
Specialist recruitment net
fee income mix 2025
Temporary
Permanent
65%
33%
Note: c.1% of specialist recruitment fee income
is classified as ‘other’, and not categorised
in either perm or temp. With respect to net
fee income, “perm” and “temp” are used
interchangeably with “permanent” and
“temporary” throughout this report.
Specialist recruitment
Permanent recruitment
Temporary recruitment
Interim management
Executive search
Recruitment outsourcing
Recruitment process outsourcing
Managed service provider
Consultancy
Flexible workforce solutions
Talent advisory
Market intelligence
Talent development
Future of work
Going to market with
the full range of services
needed by our clients.
Asia-Pacific
£121.2m
£0.8m
Operating profit
% Group NFI
2024: £6.0m
2024: £138.8m
Net fee income
44%
We are a global talent
solutions business
Annual Report and Accounts 2025 Robert Walters plc 3
Rest of World
£23.7m
% Group NFI
£(5.2)m
2024: £(4.9)m
2024: £26.5m
Operating loss
Net fee income
Europe
£81.9m
£(3.0)m
Operating loss
% Group NFI
30%
2024: £5.5m
2024: £105.7m
Net fee income
UK
£47.4m
£(7.5)m
Operating loss
2024: £(1.4)m
2024: £50.4m
% Group NFI
17%
Net fee income
Strategic ReportOverview Financial StatementsCorporate Governance
9%
Chair’s Statement
4 Robert Walters plc Annual Report and Accounts 2025
Strategic Report
Leslie Van de Walle
Board Chair, Robert Walters
On behalf of the Board,
I am pleased to introduce
the 2025 Annual Report
and Accounts.
In common with the two
preceding years, 2025 once
again brought challenges in
the external environment
- requiring the business to
move at an accelerated pace
in embedding the disciplined
entrepreneurialism strategy
and taking actions to improve
the quality of execution.
The financial results for the year were
disappointing, albeit reflective of the
prolonged challenging environment
and the need to protect the core fee-
earning platform of the business given
the attractive medium-term outlook
that remains. This dual mandate
has underlined the importance of
the balance sheet - and required
the Board to be highly focused
through the year on strengthening it.
Notwithstanding this, together with
the rest of the Board I clearly see a
stronger business beginning to emerge
– consistent with the plans outlined at
the September 2024 capital markets
event. We therefore look on 2025 as a
year of progress.
Flux as usual
2025 was the third year of the
downturn that has been witnessed in
global hiring markets since the post-
pandemic jobs surge. The duration
of the downturn is longer than most
industry participants have previously
seen, and it is therefore worth stating
again the recent history that businesses
have contended with in the external
environment. Since the end of 2021
we have seen: war in Europe, further
stoking inflationary pressures already
building from the post-pandemic
snap back in economic activity; a
co-ordinated sharp tightening of
monetary policy by central banks
with, for example, the US Federal
Reserve raising its benchmark rate
by 525 basis points in the space of
sixteen months – a pace not seen
since the 1980s; geopolitical tension in
the Middle East; and, more recently,
heightened policy turbulence regarding
the terms of global trade that has
created real uncertainty for businesses’
supply chains and cost bases – with a
fluctuating picture particularly in the
first half of 2025. Given this backdrop,
it has been well said that in the 2020s –
and representing quite a contrast from
the 2010s – it is not so much business as
usual, as it is flux as usual, with
volatility becoming hard-wired into
the operating environment.
This consideration of recent history
is a necessary perspective for
understanding the decline in hiring
volumes at a market level in the
professional segment that Robert
Walters serves. As such, one of the main
elements of the Board’s deliberations
this year has been striking the balance
between ensuring the cost base of the
business is right-sized for the current
environment, whilst also positioning
the business as strongly as possible
to capitalise on the growth runway
from an addressable market worth
in excess of £60bn in net fee income
terms. On the former, management
has been addressing cost in the business
and people across the business have
made often difficult decisions in order
to operate with the necessary levels
of efficiency. It is right to acknowledge
that, and I want to thank them for
acting like owners, and conducting
themselves with empathy and respect in
so doing. On the latter, the business has
begun to organise itself to better cross-
sell the suite of talent solutions we offer –
and I look forward to seeing the benefits
that brings in 2026 and beyond.
Overview Strategic Report Financial StatementsCorporate GovernanceOverview
Annual Report and Accounts 2025 Robert Walters plc 5
Overview
Focus on balance
sheet strength
The balance sheet has also been high
on the Board’s agenda in terms of
balancing the near-term cautious
hiring environment with our confidence
in the medium to long-term outlook.
As a reminder, the cornerstone of
the Group’s capital allocation policy is
balance sheet strength – expressed in a
historical target whereby the business
aims for year-end net cash of at least
£50m. The challenging conditions of
the past three years clearly mean the
net cash position of the business at
the end of 2025 was well below that
target. As such, and particularly over
the second half of the year, the Board
increased its focus on protecting the
balance sheet and the Group’s actions
to build back towards the £50m target.
Whilst a rapid, co-ordinated recovery
in global hiring market conditions
would be the quickest accelerant in this
regard, the Board continues to assume
that recovery is gradual, and on a
market-by-market basis. The Board
will continue to support the business
in implementing internal measures to
strengthen the balance sheet – including
improvements to cash management
and the working capital cycle.
Capital allocation decisions themselves in
2025 naturally flowed from this focus on
maintaining a strong balance sheet. With
respect to the ordinary dividend, the
Board was highly attentive to the views
of a wide cross-section of shareholders,
and was encouraged that the clear
feedback was supportive of the Board’s
view that not paying a dividend with
respect to the 2025 financial year was
most consistent with ensuring balance
sheet strength to enable the business
to continue to execute its strategic and
operational priorities in the near term.
Strategic progress
Toby, David and the wider senior
leadership team outlined our
refreshed strategy at a capital
markets event in September 2024.
Though the assumption of many in the
sector was that hiring markets would
be somewhat more supportive than
has been seen in the 18 months since
then, the Board is very clear that the
strategy remains the right one. 2025
saw good progress across each of the
key strands of the plan.
In specialist recruitment, the geographic
portfolio is being managed with greater
levels of discipline and there is greater
focus on the recruitment sales funnel
to drive penetration in our chosen key
markets. With respect to service line
diversification, there are pleasing signs
here too. In recruitment outsourcing,
with a refined product set and simplified
operations, that business is better able
to compete commercially. Consultancy
continues to tap into the latent, and
growing, demand organisations have
for flexible talent, deployed in a way
that minimises their regulatory risk.
Meanwhile in talent advisory, the newest
of the group’s businesses, the market
opportunity has been further validated.
Whilst current market expectations
of our conversion rate over the next
few years naturally incorporate the
prevailing fragile sentiment among
clients and candidates, 18 months
on from the capital markets event
the Board remains convinced of the
opportunity ahead. In that sense we
view the medium-term conversion
rate target of 16-19% as very much still
in play – whilst acknowledging much
work remains ahead to deliver it.
Board composition and focus
As alluded to already, 2025 saw
the non-executive members of the
Board provide more of their time
and support to the business given the
challenging operating environment.
I want to thank my fellow non-
executive Board members for their
continued dedication and bringing their
experience to bear.
The Board has benefited immensely
from the contributions of Tanith Dodge
over the last nine years – across the
three Board subcommittees on which
she has served, in her capacity as
senior independent director, and in the
rich experience she brings to Board
considerations of people matters in
particular. Having announced Tanith’s
forthcoming retirement from the
Board at the time of the 2026 AGM,
I would again like to record our
gratitude for her contributions to the
Board and support to the business.
Looking ahead
In 2026 the Board will continue to
provide appropriate support and
challenge to Toby and his team as they
seek to accelerate the operational
strengthening in the business that
has been set in train. Furthermore,
the Board will continue to apply
consistent focus to the balance sheet
strengthening measures required by
the operating environment.
Whilst the top line trading outcome for
2025 – with group fees down 14%* year-
on-year – mirrors the 2024 result, the
reality is that geographic divergence is
emerging. Stabilisation and recovery is
becoming embedded in certain major
hiring markets. Therefore, the Board
will continue to support the business in
seeking to capitalise on these trends
through the year.
Looking further ahead, the prospects
for technologically-driven change in
how work is done and in how hiring
is done will be a major feature of
the Board’s agenda. We feel our
relationship-driven business model
continues to confer deep structural
advantages in a future for professional
work that will remain, in our view, driven
by human relationships. Also, I am
very pleased that Andrew Rashbass
joined the Board a few months ago
– bringing significant experience in
artificial intelligence – to strengthen
the Board’s capacity to grapple with
this transformative technology and its
implications for our operations and for
our industry.
I hope you find this report helpful in
understanding how the business met the
challenges of 2025, and is increasingly
well-positioned for the medium term.
Leslie Van de Walle
Chair
11 March 2026
* Constant currency is calculated by applying
prior year exchange rates to local currency
results for the current and prior years.
Strategic Report
Ch
6 Robert Walters plc Annual Report and Accounts 2025
Chief Executive’s Statement
Toby Fowlston
Chief Executive, Robert Walters
“ In the context of still challenging
overall market conditions, the
importance of being focused
in strategy, crystal clear in our
priorities and doing things better
than we did before is critical -
and 2025 brought meaningful
progress for us here.”
Much like the two years that
preceded it, 2025 was a
challenging year which saw
increased turbulence for the
terms of global trade, higher
geopolitical tensions and
monetary policy that was
loosened at a slower rate than
markets previously expected.
Together, these factors meant
continued cautious client and
candidate sentiment with regard
to hiring and, ultimately, were the
backdrop for a 14%* decline in Group
net fee income and a loss before tax.
However, challenge also brings
with it the necessity to be focused
in strategy, crystal clear in priorities
and, ultimately, do things better than
before – and 2025 has been a year of
real progress here. Notwithstanding
the challenging backdrop, I look out on
a business whose capacity to execute
our plans to the levels required is better
than it was a year ago. I therefore
have even more confidence in our
positioning to address the significant
long-term market opportunity.
A significant market
opportunity remains
My increased confidence in the role
Robert Walters plays for our clients
and candidates is, in large part,
underpinned by the fact we continue
to serve a large, attractive market with
long-term structural growth drivers.
In net fee income terms, we estimate
that our addressable market is worth
over £60bn. Within this, the single
largest market opportunity remains
that of permanent placements in
specialist recruitment and, looking
at this portion, Asia Pacific remains
the largest regional segment of the
global perm recruitment market – with
this split largely mirrored in our own
business mix.
The landscape for the perm
placements market remains highly
fragmented – with the top 10 global
players, of which Robert Walters is
a constituent, accounting for only
a 7% share of the total. This insight
helps explain our conviction that the
optimal organic growth lever for
our specialist recruitment business is
driving market share gains - largely
within our existing geographic
markets and verticals.
As we look out over the long term, we
see well-entrenched structural drivers
for the markets each of our four
businesses serve, and these drivers will
be with us for some time. Two stand
out for us. Firstly, talent shortages –
driven by demographic change, with
surveys highlighting that three in four
organisations continue to struggle
to find the skilled talent they need.
Secondly, the fast-changing world of
work – whereby professionals entering
the workforce today are expected to
hold double the number of roles over
the course of their careers than those
who entered as recently as 2010.
In short, though our expectation is
that the market segments in which
our consultancy and talent advisory
businesses compete will grow at a
faster pace over the medium term,
specialist recruitment, and particularly
perm placements, remains a vast
opportunity for our business.
* Constant currency is calculated by applying
prior year exchange rates to local currency
results for the current and prior years.
Annual Report and Accounts 2025 Robert Walters plc 7
Strategic Report Financial StatementsCorporate GovernanceOverview
Early signs of
cyclical recovery
Notwithstanding the significant,
structurally underpinned market
opportunity our business has, much
of that market is of course cyclical –
with 2025 bringing a third consecutive
year of volume decline across global
hiring markets, and thus confirming
this downturn as perhaps the longest
duration that industry participants
have seen. Whilst clients and
candidates continue to be cautious
in their approach to hiring, our view
remains that the downturn is, above
all else, a cyclically-driven one.
During the second half of 2025 we feel
we saw good evidence for that view,
as a select number of major hiring
markets demonstrated that recovery
was increasingly well-entrenched.
Looking at our core external lead
indicator of hiring markets – namely
job vacancies – the UK has been
broadly stable sequentially since
the second quarter of 2025, whilst
Spain inflected back into positive
year-on-year growth territory at a
similar point. Meanwhile, on the other
side of the world in New Zealand,
our own temp volumes seemed to
inflect decisively at the beginning
of 2025 – with momentum building
across the year. We therefore take
encouragement from the momentum
in our specialist recruitment net fees
performance in those markets: with
the UK -5% YoY in H1, moving to +20%
YoY in H2; Spain -25%* YoY in H1,
moving to +5%* YoY in H2 and New
Zealand -32%* YoY in H1, moving to
-4%* YoY in H2. More widely, whilst
only 9% of our specialist recruitment
business (by net fees country
contribution) was in growth during H1,
this broadened to 20% in H2.
Elsewhere however, we of course
remain cognisant of regions where
macro, political and regulatory
considerations mean trading remains
muted – with northern Europe
perhaps foremost in this regard. In
aggregate therefore, our planning
retains the same near-term outlook
as we have had for some time now
– with a gradual, market-by-market
recovery a much more likely path
from here than a global snap back,
in our view. Importantly however,
our focus remains on continuing to
strengthen our client-centric, trusted
adviser model such that we take
share from other players – enabling
us to outgrow our markets.
An operationally
strengthened business
In the context of still challenging
overall market conditions, the
importance of being focused in
strategy, crystal clear in our priorities
and doing things better than we did
before is critical – and 2025 brought
meaningful progress for us here.
We are a global talent solutions
business, going to market with the
full range of services needed by
our clients. Those services are now
easier for our clients to access, with us
having consolidated them under the
single ‘Robert Walters’ brand in 2024.
Beyond specialist recruitment, our
three other service lines of recruitment
outsourcing, consultancy and talent
advisory are enabling us to be ever
more relevant as a solution to the
talent challenges our clients face.
In recruitment outsourcing, though the
headline year-on-year net fee income
performance (-14%*) was driven by
annualising client contracts which,
as expected, did not renew in 2025,
the portfolio of continuing clients was
much more resilient – and was down
by just 5% year-on-year. Furthermore,
the fourth quarter of 2025 saw us
launch a significantly expanded perm
volume hiring partnership – which
is now making a contribution to net
fees - and validates our strategy to
simplify our operations in order to
more successfully target our chosen
client segments.
In our consultancy business, where
we meet the flexible hiring needs
of our clients, often in technology,
by deploying our own permanently
employed skilled talent into their
organisations, we saw a further year of
double-digit growth in net fees (+20%
YoY). We have validated the client need
for this type of solution beyond our
recruitment outsourcing client base – to
which we cross-sold the consultancy
solution to first launch the business. This
has given us the confidence to resource
this business as a distinct service line –
such that we can accelerate our efforts
to capture the market opportunity we
know exists.
In talent advisory, the relevance of the
offer to hiring organisations is clear –
with net fees almost doubling in 2025
compared to the prior year. 2025 also
saw us further refine our commercial and
operating model. Whilst we continue to
test and learn here, we know that doing
so will enable us to scale that business
as efficiently as possible.
Our initiatives to build an operationally
stronger business of course also
encompass specialist recruitment.
Here, we are embedding significantly
stronger focus on the recruitment
sales funnel and have rationalised the
number of loss-making teams and
low-billing senior managers. These
actions helped to drive momentum
in our key volume productivity metric
of perm placements per perm fee
earner, from a 7% year-on-year
decline in H1, to year-on-year growth
of +5% in H2. Furthermore, our four-
box model has enabled us to act
with greater strategic clarity on our
specialist recruitment geographic
portfolio – as can be seen in our
decisions to close our operations in
Brazil and Canada, and consolidate
our footprint in the USA. This scrutiny
of our portfolio will continue.
Many of our people have acted like
owners in treating each pound of
potential spend as if their own, and
I want to record my thanks to them
for continuing to take often tough
decisions to drive a more efficient
business. Our medium-term margin
improvement building block focused
on optimising our business partner
functions was also accelerated
during 2025 – with activity focused
on our finance function. We have
real momentum here across the
wider programme – demonstrated
by us raising our targeted annualised
savings for this programme, from
the previous £10m to our current
target of at least £12m to benefit the
income statement fully in 2027.
Chief Executive’s Statement continued
8 Robert Walters plc Annual Report and Accounts 2025
Strategic Report
Overall, whilst we are not yet the
finished article of what we need to be
for our clients, we made significant
progress in 2025 and I believe we can
now go faster in 2026.
Changing world of work
Whilst we think there is good evidence
for our view that the downturn
of the last few years remains
largely cyclical in nature, we are of
course not complacent about the
structural change that is all around
us. Indeed, I’ve been in the talent
solutions industry for over 25 years,
and structural change has been
a constant throughout that time.
Though the advent and adoption
of artificial intelligence (“AI”) brings
the prospect of further accelerating
the speed of change in how work is
done, and in how hiring is done, we
continue to believe this will present
opportunities for our business – not
least with the World Economic Forum
forecasting net job creation of 78m
roles by 2030 due to AI.
Recognising that societies and
economies globally are still in the
relatively early stages of understanding
precisely how the AI revolution plays
out, we are acting thoughtfully and
using the same approach that governs
our implementation of technology
more generally. Namely, we are
applying the technology in a way that
the core value we deliver to our clients –
that of a data-rich organisation trusted
to help forge the human relationships
that still drive professional work – can
be delivered more effectively. We are
doing so through partnerships with
some of the largest and most globally
recognised vendors – helping us act
with confidence and stay secure.
Like many other businesses are
doing regarding AI, we are learning
continuously, and it was fantastic
to welcome a new addition to the
Board a few months ago – Andrew
Rashbass – who brings deep
expertise in this field as we further
challenge our own thinking as to what
further potential structural change
lies ahead for professional labour
markets. We do this though with a
belief, founded on our 40 years of
powering people and organisations
to fulfil their unique potential, that
there will be new opportunities for
our relationship-based, technology-
enabled business model.
Conclusion
In conclusion, much like the two
years that preceded it, 2025 was
another year of challenge. But it
was a year in which we enacted
self-help measures, focused our
strategy and moved to execute
with greater consistency than
seen a year ago. We also further
developed what we feel could be
material future growth engines for
our business. Though characterised
by cyclicality, the market opportunity
that remains ahead of us is vast and
fragmented, with our total talent
solutions offering placing us strongly
to convert this opportunity. Whilst
we continue to anticipate near-term
caution in our markets, the long-term
outlook remains highly attractive. I
want to thank all our people for their
continued efforts to operate with
disciplined entrepreneurialism.
Toby Fowlston
Chief Executive Officer
11 March 2026
Annual Report and Accounts 2025 Robert Walters plc 9
Strategic Report Financial StatementsCorporate GovernanceOverview
Strategic Report
10 Robert Walters plc Annual Report and Accounts 2025
Asia-Pacific (44% of Group net fee income)
The Group’s Asia-Pacific reporting segment comprises the specialist recruitment offering in
North-East Asia (Japan and South Korea), Australia & New Zealand (“ANZ”), South-East Asia
(Indonesia, Malaysia, Singapore, Thailand and Vietnam) and Greater China (Mainland China, Hong
Kong and Taiwan), as well as the region-wide recruitment outsourcing and talent advisory offerings.
Recruitment outsourcing accounted for 8% of Asia-Pacific net fee income in 2025 (2024: 10%).
Specialist recruitment
Net fee income was down 8%*, with
perm NFI down 10%* and temp NFI
more resilient – declining 3%*.
The decline in perm NFI was driven by
a lower volume of perm placements,
with this partially offset by high single
digit growth in the average perm fee.
The volume decline was driven by the
still fragile sentiment amongst clients
and candidates, with the average
fee earner headcount rationalised
accordingly against the prior year
– with perm volume productivity
(expressed as perm placements per
perm fee earner) largely stable. Value
growth was driven by mix, as well
as the enduring value proposition to
clients – which saw modest fee rate
expansion in some larger markets.
The slightly lower temp NFI was driven
by marginal declines in both temp
volumes and temp margins. However
temp volumes started to build
sequential momentum through the
year – and indeed exited the year with
volumes at the highest since Q2 2024.
Across the markets, fees were down
4%* in North-East Asia – with a 5%*
decline in Japan, driven by a softer
perm performance, slightly offset
by growth in South Korea, which was
driven by growth in a developing
temp book. In Australia and
New Zealand, fees declined by
11%* and 19%* respectively, with
a broadly stable sequential
performance in Australia, whilst
New Zealand saw a marked
sequential improvement – with a
32%* decline in fees in H1 moderating
markedly to a 4%* decline in fees in
H2. In both markets, where the temp
mix is significantly higher than the
29% regional average for the year,
there was positive momentum in
temp volumes, with both markets
back in growth territory year-on-
year by the end of 2025.
In South-East Asia (-10%*), there
was modest sequential improvement
in the year-on-year fee performance
(H1: -12%*, H2: -8%*), with Indonesia
in growth for the year. In Greater
China (-4%*), mainland China and
Taiwan grew modestly, offset by a
weaker performance in Hong Kong.
Recruitment outsourcing
Net fee income declined 30%*, with a
contract with a financial services client
not renewing and therefore seeing
lower hiring volumes year-on-year.
Operating costs
Operating costs were reduced
by 7%*, with average fee earner
headcount down by 12% and average
total headcount also reduced by 12%.
Year ended 31 December
2025
£ millions
2024
£ millions % change
1
% change
1
(constant
currency*)
Net fee income 121.2 138.8 (13%) (10%)
Specialist recruitment 111.8 125.0 (11%) (8%)
Recruitment outsourcing 9.4 13.8 (32%) (30%)
Specialist recruitment Perm % mix 71% 72% (1) pp
Specialist recruitment Temp % mix 29% 27% 2 pp
Operating costs (120.4) (132.8) (9%) (7%)
Operating profit 0.8 6.0 (86%) (82%)
Conversion rate 0.7% 4.3% (3.6) pp n/a
1. Percentage movements throughout this announcement are based on full unrounded results, not the rounded figures in the tables.
NB: c.1% of specialist recruitment net fee income is classified as ‘Other’, and not categorised in either perm or temp. As such the
aggregate of perm and temp % mix may not sum to 100%.
*Constant currency is calculated by applying prior year exchange rates to local currency results for the current and prior years.
Operating Review
Overview Strategic Report Financial StatementsCorporate GovernanceOverview
Annual Report and Accounts 2025 Robert Walters plc 11
Europe (30% of Group net fee income)
The Group’s Europe reporting segment predominantly comprises the specialist recruitment
offering in northern Europe (Belgium, France, Germany, Ireland, the Netherlands and
Switzerland) and southern Europe (Italy, Portugal and Spain), as well as talent advisory services.
Recruitment outsourcing accounted for less than 1% of Europe net fee income in 2025 (2024: <1%).
Specialist recruitment
Net fee income was down 23%*, with
perm NFI down 22%* and temp NFI
down 25%*.
The decline in perm NFI was driven by
a lower volume of perm placements,
with this marginally offset by low
single digit growth in the average
perm fee. The volume decline,
the most pronounced of the four
reporting segments, was driven by
the very uncertain backdrop for hiring
conditions seen through the year -
particularly in northern Europe.
Value growth largely reflected
prevailing average wage inflation.
The decline in temp NFI was wholly
driven by lower average temp
volumes year-on-year. In the
three most material temp markets
(measured by temp net fees) of
France, the Netherlands and Belgium,
political uncertainty (France),
regulatory change (the Netherlands)
and broader macro softness (Belgium)
saw year-on-year temp volume
declines persist through the year at
the aggregate market level – from
which Robert Walters’ businesses
were not immune. It was, however,
encouraging that average volumes
for interim management talent – a
focus area of the Group’s service line
diversification organic growth lever
– were more resilient than fixed term
contract volumes.
Across the Group’s key specialist
recruitment markets in Europe,
conditions were generally tough –
with the exception of Spain, where
hiring markets became more
supportive as the year progressed.
Net fee declines for the year
were seen in France (-21%*), the
Netherlands (-30%*), Belgium
(-24%*) and Germany (-28%*).
The Netherlands performance was
sequentially stable (H1: -30%*, H2:
-30%*) – consistent with the short-
term rebasing of market demand
from new legislative enforcement
powers regarding self-employment,
which were effective at the beginning
of the year. Meanwhile, France and
Belgium saw sequential worsening
in performance – with uncertainty
impacting hiring sentiment to a greater
extent as the year progressed.
In Spain, where economy-wide job
vacancies returned to year-on-year
growth territory in the second half
of the year for the first time since Q3
2023, it was pleasing to see further
evidence of the stronger performance
as a result of the disciplined
entrepreneurialism programme being
applied by the management team.
This was well illustrated by the marked
sequential improvement in Spain, with
net fees declining 25%* year-on-year
in H1, but growing 5%* in H2.
Operating costs
Operating costs were reduced
by 16%*, with average fee earner
headcount down by 18% and average
total headcount also down by 18%.
Year ended 31 December
2025
£ millions
2024
£ millions % change
1
% change
1
(constant
currency*)
Net fee income 81.9 105.7 (22%) (23%)
Specialist recruitment 81.5 104.9 (22%) (23%)
Recruitment outsourcing 0.4 0.8 (44%) (45%)
Specialist recruitment Perm % mix 52% 51% 1 pp
Specialist recruitment Temp % mix 47% 49% (2) pp
Operating costs (84.9) (100.2) (15%) (16%)
Operating (loss)/profit (3.0) 5.5 nm nm
Conversion rate (3.7%) 5.2% n/a n/a
1. Percentage movements throughout this announcement are based on full unrounded results, not the rounded figures in the tables.
NB: c.1% of specialist recruitment net fee income is classified as ‘Other’, and not categorised in either perm or temp. As such the
aggregate of perm and temp % mix may not sum to 100%.
‘nm’ denotes where change is ‘not measured’.
*Constant currency is calculated by applying prior year exchange rates to local currency results for the current and prior years.
Strategic Report
12 Robert Walters plc Annual Report and Accounts 2025
UK (17% of Group net fee income)
The Group’s UK reporting segment comprises the specialist recruitment offering in London
and the regions, as well as recruitment outsourcing and talent advisory services. Recruitment
outsourcing is the most material in the UK of any of the Group’s reporting segments, accounting
for 53% of total UK net fee income in 2025 (2024: 59%). Robert Walters’ consultancy offering,
which provides flexible talent solutions to help clients overcome their challenges, is most advanced
in the UK – with it launching in 2022 as an offering to the UK recruitment outsourcing client base.
Specialist recruitment
Net fee income grew 6%, with perm
NFI up 8% and temp NFI down 9%.
Perm NFI growth was driven by high
single digit growth in the average
perm fee, marginally offset by a
modest decline in perm placement
volumes. The value growth was driven
by mix shift, with fees in London, which
typically sees placements at a higher
average salary point, accounting for
a higher proportion of the mix than
seen in the prior year (2025: London
59% of net fees, 2024: London 55% of
net fees). The modest volume decline
represented a resilient performance,
underpinned by the higher focus on
the sales funnel and, therefore, good
progression in fee earner productivity.
Specifically, volume productivity in the
UK advanced by 11% year-on-year.
Across the markets, it was pleasing
to see both London (+15%) and same
office fees (i.e. excluding the impact
of closed offices) in the regions (+3%)
in growth for the year. Across the UK
as a whole, performance momentum
built as the year progressed, with a 5%
YoY decline in net fees in H1 followed
by 20% growth in net fees in H2.
Robert Walters market positioning as
a mid to senior level specialist recruiter
was underscored in an average perm
placement salary for UK specialist
recruitment slightly in excess of
£71,000, rising to slightly above
£85,000 specifically in London.
Recruitment outsourcing
Net fee income declined 14%,
however this was mostly driven by
non-renewing clients – where net
fees fell by more than half year-on-
year. The performance with retained
clients was much more resilient – with
a low single digit percentage decline
in net fees year-on-year.
Consultancy, which meets the flexible
hiring needs of clients by deploying
Robert Walters’ own permanently
employed skilled consultants into their
organisations, saw a further year of
trading and operational momentum.
Net fee income (which continues to
roll up into recruitment outsourcing
– reflective of the genesis of the
consultancy offering) grew 20% on
the prior year, driven by a 25% rise in
the average number of consultants.
Consultant down time between
project deployments (known as
“bench cost”) was reduced versus the
prior year – falling by more than half,
and indicative of the close matching
of client’s talent needs to consultants’
skills. Consultancy grew its share of
UK recruitment outsourcing net fees
to more than a fifth (2024: c.15%).
Operating costs
Reflecting many of the Group’s
central functions being UK-based,
UK operating costs also include
central costs, as well as the majority
of the £4.4m redundancy charge
for the year. Average fee earner
headcount fell by 25% and average
total headcount fell by 23%.
Year ended 31 December
2025
£ millions
2024
£ millions % change
1
Net fee income 47.4 50.4 (6%)
Specialist recruitment 22.1 20.9 6%
Recruitment outsourcing 25.3 29.5 (14%)
Specialist recruitment Perm % mix 74% 72% 2 pp
Specialist recruitment Temp % mix 25% 28% (3) pp
Operating costs (54.9) (51.8) 6%
Operating loss (7.5) (1.4) nm
Conversion rate (15.8%) (2.8%) n/a
1. Percentage movements throughout this announcement are based on full unrounded results, not the rounded figures in the tables.
NB: c.1% of specialist recruitment net fee income is classified as ‘Other’, and not categorised in either perm or temp. As such the
aggregate of perm and temp % mix may not sum to 100%.
‘nm’ denotes where change is ‘not measured’.
Operating Review continued
Overview Strategic Report Financial StatementsCorporate GovernanceOverview
Annual Report and Accounts 2025 Robert Walters plc 13
Rest of World (9% of Group net fee income)
The Group’s Rest of World reporting segment comprises the specialist recruitment offering
in the USA, Chile, Mexico, the Middle East and South Africa, as well as the region-wide
recruitment outsourcing and talent advisory offering. Recruitment outsourcing accounted for
46% of Rest of World net fee income in 2025 (2024: 38%).
Specialist recruitment
Net fee income was down 20%*.
Perm NFI, which accounted for 96%
of the mix in 2025, declined 22%*.
The decline in perm NFI was
predominantly driven by a lower
volume of perm placements, with
the average perm fee also lower
than the prior year.
Robert Walters uses a four-box
model as a management tool for its
specialist recruitment businesses.
Focused portfolio actions were
taken in 2025, underpinned by this
framework. The USA footprint was
rationalised at the end of the first
quarter, with operations there now
concentrated around two hubs - one
on the east coast, and the other
in Texas. Additionally, further to
investigating whether a viable path to
a more competitive position existed,
management concluded that this was
not the case with respect to operations
in Brazil and Canada – and operations
there were closed accordingly in Q2
and Q4 respectively.
Across the markets, the strongest
YoY net fees performance was
seen in South Africa (+3%*), with
performance in the largest Rest of
World market of the Middle East
(-7%*) comparatively softer.
Recruitment outsourcing
Net fee income grew 13%*, benefiting
from an expanded perm volume hiring
contract which took effect in Q4.
Operating costs
Operating costs were reduced
by 6%*, with average fee earner
headcount down by 32% and average
total headcount down by 25%.
Year ended 31 December
2025
£ millions
2024
£ millions % change
1
% change
1
(constant
currency*)
Net fee income 23.7 26.5 (10%) (7%)
Specialist recruitment 12.7 16.5 (23%) (20%)
Recruitment outsourcing 11.0 10.0 10% 13%
Specialist recruitment Perm % mix 96% 98% (2) pp
Specialist recruitment Temp % mix 1% 1% -
Operating costs (28.9) (31.4) (8%) (6%)
Operating loss (5.2) (4.9) nm nm
Conversion rate (21.9%) (18.5%) n/a n/a
1. Percentage movements throughout this announcement are based on full unrounded results, not the rounded figures in the tables.
NB: c.3% of specialist professional recruitment net fee income is classified as ‘Other’, and not categorised in either perm or temp. As
such the aggregate of perm and temp % mix may not sum to 100%.
‘nm’ denotes where change is ‘not measured’.
*Constant currency is calculated by applying prior year exchange rates to local currency results for the current and prior years.
Strategic Report
14 Robert Walters plc Annual Report and Accounts 2025
Group statutory results
The headline statutory financial results for the Group are presented below.
2025
£ millions
2024
£ millions
Revenue 781.1 892.1
Cost of sales (506.9) (570.7)
Gross profit (net fee income) 274.2 321.4
Administrative expenses (289.1) (316.2)
Operating (loss)/profit (14.9) 5.2
Net finance costs (4.6) (3.9)
Loss on foreign exchange (0.1) (0.8)
(Loss)/profit before taxation (19.6) 0.5
Taxation (7.2) (6.5)
Loss for the period (26.8) (6.0)
Attributable to:
Equity holders of the Company (26.8) (6.0)
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 Robert Walters to its clients.
Revenue for the year decreased by 12% to £781.1m (2024: £892.1m).
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 the Group. Net fee income is the primary financial top-line
metric used to evaluate business performance.
Net fee income for the year decreased by 15% to £274.2m (2024: £321.4m),
principally driven by the lower volume of permanent placements and
on-payroll temporary workers in specialist recruitment, and the lower level
of volume hiring in recruitment outsourcing.
Operating profit
An operating loss of £14.9m was seen
in the period (2024: £5.2m operating
profit). This was reflective of the
underlying trading performance –
with many of the Group’s markets
remaining challenging, particularly
during the first half. Also included
in operating costs are £4.4m of
redundancy costs.
The majority of the Group’s operating
costs (75%) relate to staff, being
front office fee earners (recruitment
consultants) and non-fee earners
(front office support staff as well as
business partner support staff across
various central functions such as
finance, HR, IT, legal and marketing).
Over half of the year-on-year
fee income impact was mitigated
through cost actions. Average Group
headcount fell by 15% year-on-year,
which drove a c.£21m reduction in fixed
staff costs. Variable compensation,
predominantly comprising fee earner
bonuses, fell by c.£2m as a result
of the reduced trading result. Tight
management of non-staff costs,
including a co-ordinated procurement
approach, drove a c.£4m reduction
against the prior year.
Interest and financing costs
The Group incurred a net interest
charge for the period of £4.6m
(2024: £3.9m).
A foreign exchange loss of £0.1m
(2024: £0.8m) arose during the
period on translation of the Group’s
intercompany balances.
Financial Review
David Bower
Chief Financial Officer, Robert Walters
These financial results have been prepared in accordance with International
Financial Reporting Standards (IFRS) as adopted by the United Kingdom.
Annual Report and Accounts 2025 Robert Walters plc 15
Strategic Report Financial StatementsCorporate GovernanceOverview
Taxation
The tax charge in the period was £7.2m (2024: £6.5m), with the Group subject
to UK corporation tax at a rate of 25% (2024: 25%). The effective tax rate of the
Group is higher than the standard UK rate of 25% primarily due to the mix of losses
and profits during the year (with profits made in countries with higher tax rates such
as in Japan), the impact of adjustments to accounting profits in the tax calculation,
and unrecognised current year losses, for which no deferred tax asset has been
recognised. No deferred tax asset is recognised on the unremitted earnings of
overseas subsidiaries when no distribution of the earnings have been committed.
Earnings per share
The Group generated a basic loss per share for the year of 40.7p (2024: 9.1p basic
loss per share), reflecting the challenging trading conditions seen during the year.
Cash flow and financing
2025
£ millions
2024
£ millions
Operating (loss)/profit (14.9) 5.2
Depreciation and amortisation charges 22.5 23.0
Other non-cash items 2.5 (2.2)
Decrease in working capital 4.3 0.2
Cash generated by operations 14.4 26.2
Net interest and associated borrowing costs (1.4) (0.5)
Repayment of lease principal (17.6) (17.2)
Taxation (4.1) (6.4)
Capital expenditure – Intangibles (4.5) (8.0)
Net capital expenditure – property,
plant & equipment
(1.4) (2.1)
Free cash flow (14.6) (8.0)
Equity dividends paid (11.2) (15.5)
Other - 0.2
Net movement in cash (excl. financing facility) (25.8) (23.3)
Impact of foreign exchange (0.5) (4.1)
Opening net cash 52.5 79.9
Closing net cash 26.2 52.5
Cash generated from operations during the year was £14.4m (2024: £26.2m),
with negative free cash flow of £14.6m (2024: negative free cash flow of
£8.0m) after interest and borrowing costs, repayment of lease liabilities,
taxation and capital expenditure. Closing net cash (defined as cash and cash
equivalents net of bank overdrafts and borrowings) was £26.2m (2024:
£52.5m). The £26.3m reduction in net cash over the year includes the £11.2m
payment of the 2024 final dividend – made in May 2025.
Working capital
The working capital net inflow of £4.3m (2024: net inflow of £0.2m), was
principally driven by the unwind of trade receivables given the lower revenue
year-on-year.
Capital expenditure
Intangibles capital expenditure of £4.5m (2024: £8.0m) principally comprises the
costs of development of Zenith, the Group’s custom built customer relationship
management (“CRM”) system. The lower spend year-on-year reflects the
conclusion of the global rollout of the system.
Property, plant & equipment net capital expenditure of £1.4m (2024: £2.1m)
principally relates to the Group’s office estate, with a lower spend year-on-year.
Financing
During the year the Group had a £60.0m
invoice discount facility in the UK, which
enabled the UK business to discount a
proportion of the amounts due from its
clients. At the year-end date, £11.7m (31
December 2024: £15.6m) was drawn
down under this facility, being the
maximum amount possible at that time.
Subsequent to the year end, the Group
extended the facility to March 2029
and reduced it to £35.0m, with all other
operational terms broadly unchanged.
The extended facility contains a tangible
net worth covenant, which will be tested
quarterly, and applies to the UK entities
party to the facility (excluding Robert
Walters plc). The expected compliance
with this covenant has been reviewed as
part of the going concern assessment, and
no potential breaches have been identified.
The Group arranged a £20.0m overdraft
in the UK during the year, which was
subsequently extended to 31 July 2026.
The overdraft tapers from £20m to £10m
by 31 March 2026, before expiring on 31
July 2026. The Group does not currently
envisage a requirement to seek renewal.
At 31 December 2025, £11.2m (2024: nil)
was drawn down under this facility.
The Group continues to manage its
liquidity requirements in the UK via the
above facilities, together with the transfer
of cash from overseas businesses
principally via management recharges,
dividends and inter-company loans.
Dividend
Being mindful of the importance of
a strong balance sheet position to
enable execution of the Group’s
strategic and operational priorities in
the near term, as well as the overall
still volatile macro backdrop, the Board
is not proposing a final dividend (2024:
17p per share final dividend), and
similarly did not pay an interim dividend
(2024: 6.5p interim dividend).
Foreign exchange impact
The Group’s primary overseas
functional currencies are the Japanese
Yen, the Euro and the Australian Dollar.
The impact of foreign exchange
movements between 2025 and
2024 resulted in a £3.7m decrease in
reported net fee income for the Group.
16 Robert Walters plc Annual Report and Accounts 2025
Market Overview
Robert Walters has historically served the segment of the
global talent solutions market pertaining to the placement of
professionals into permanent, contract and interim roles (through
our specialist recruitment service line) and, also, volume hiring
on behalf of organisations (through our recruitment outsourcing
service line). More recently we have also begun to address the
needs of organisations for wider talent solutions (through our
talent advisory and consultancy service lines).
Strategic Report
Perm recruitment (direct hire) market geographic
breakdown* (£bn).
EMEA
Asia Pacific
Americas
Source: Staffing Industry Analysts
Our most significant segment remains in perm
recruitment, and the Asia-Pacific skew of our
business is aligned to the market opportunity…
Robert Walters current addressable market NFI (£bn)
Contract
Perm
SOW
MSP
RPO
Interim
Source: Staffing Industry Analysts and management estimates
We service an attractive global
market, estimated at over £60bn
in net fee income terms…
With respect to our two largest and most established
service lines, we have over the years intentionally
covered a focused but diversified span of disciplines -
with key specialisms in accountancy, finance, banking,
engineering, HR, technology, legal, sales and marketing,
supply chain and procurement. Many of our early steps
to capture the market opportunity through our newer
service lines has encompassed cross-selling to our
specialist recruitment and recruitment outsourcing client
base, and therefore a similar discipline mix is exhibited in
talent advisory and consultancy.
We estimate that the current addressable market for
the Group’s businesses is c.£63bn in net fee income
(“NFI”) terms. The breakdown of our addressable
market is shown below. Geographically, the greatest
opportunity within our largest single market segment of
perm recruitment is in Asia Pacific, and this aligns with
the geographic weighting of NFI within our specialist
recruitment service line – with Asia Pacific accounting
for 44% of the total in 2025.
56.5
28.1
18.5
10.0
4.5
0.5
1.3 0.3
0.4
*FX rate: £1 = $1.31
Annual Report and Accounts 2025 Robert Walters plc 17
Strategic Report Financial StatementsCorporate GovernanceOverview
Market structure and drivers
The global talent solutions market remains highly
fragmented. This is well illustrated by the perm
recruitment market segment – where the fragmentation
is even more pronounced. Here, the aggregate market
share of the top 10 global players (which includes Robert
Walters) is just 7%
1
. Alongside the handful of providers
able to service perm placement requirements across
all the major global hiring markets, the market landscape
is completed by mid-sized players serving single country
markets on either a national or regional basis, and
then small players serving specific regions/cities and
single disciplines.
1. SIA – Largest direct hire staffing firms globally 2025
2. Manpower Group – 2025 Global Talent Shortage
3. Recruit Works Institute – Future Predictions 2040 in Japan
Perm placements (direct hire) – top 10 players market share (2024)
Source: Staffing Industry Analysts
In our largest segment of perm, we are a top 10 player in what remains
a highly fragmented landscape…
The long-term structural growth drivers of the talent
solutions market remain strong. Perhaps the most
significant of these, particularly in developed markets, is
the acute labour and skills shortage. By way of illustration
- based on survey data from Manpower Group
2
- 74%
of employers globally reported difficulty in finding the
right talent in 2025, almost double the 38% level of just
a decade previously. This shortage is driven by the
demographic shift to progressively ageing societies (itself
partly a consequence of lower fertility rates in developed
economies), and the rapid pace of technological change.
By way of example of the impact of the demographic shift,
in Japan – the second largest hiring market globally – 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
3
workers by 2040.
In terms of the rate of technological change, this continues
to accelerate – and has of course more recently been
exemplified by the increasing consumer and enterprise
adoption of artificial intelligence.
On shorter-term time horizons, the talent solutions
market is cyclical in nature. In that sense, the key short-
run driver is general macroeconomic and business
conditions, and the impact of those on client and
candidate confidence levels. Overleaf, we discuss the
2025 market backdrop for our specialist recruitment
and recruitment outsourcing service lines.
1.3%
1.1%
0.9%
0.7% 0.7% 0.7% 0.7%
0.4%
0.3% 0.3%
92.6%
Top 10 players account for just 7%
of global market in aggregate
Persol Page Adecco Randstad Hays Manpower Robert Half Allegis JAC
Robert
Walters
Rest of
market
Strategic Report
18 Robert Walters plc Annual Report and Accounts 2025
Specialist recruitment market backdrop
At c.£56bn
1
in NFI terms, the perm recruitment market
segment is by far the most material for the Group. Whilst
the following commentary pertains to all the market
segments serviced by the Group’s specialist recruitment
service line (and therefore also comprises the contract and
interim market segments), the US perm recruitment market
is used as a proxy for the headline global growth rates
observed during the decade to date.
As has been well documented, the hiring market saw an
incredibly strong period of activity immediately following
the Covid pandemic in 2021 and early 2022, with the high
rates of growth driven by elevated levels of churn (i.e. job-
switching) - which saw a higher volume of job moves - as
well as levels of wage inflation considerably higher than the
pre-pandemic long-run average.
However, as central banks globally raised interest rates to
counter inflation that peaked as high as double digits during
the third quarter of 2022 in some economies, hiring markets
began to cool. This more challenging macroeconomic
backdrop then combined with geopolitical uncertainty to
materially dampen client and candidate confidence levels
– slowing the rate of churn, driving a drop in recruitment
volumes and resulting in double digit percentage declines
in the perm recruitment market in both 2023 and 2024.
With respect to 2025 and 2026, Staffing Industry Analysts
made their forecast for the US perm market in June 2025
– projecting +2% and +3% growth respectively. However,
based on job vacancies data (a core lead indicator of labour
demand in our view) since then, we believe it is more likely that
the global perm recruitment market also declined in 2025.
Market Overview continued
US perm market growth profile 2020-2026
2020 2021 2022 2023 2024 2025 2026
2%
3%
40%
-40%
30%
-30%
20%
-20%
10%
-10%
0%
US perm placements (direct hire) market growth profile
YoY% change
Source: Staffing Industry Analysts
Estimate
Actual
35%
22%
-30%
-17%
-13%
1. SIA – Largest direct hire staffing firms globally 2025
2025 saw a stabilisation or improvement in the rate of
decline in labour demand in most major markets…
YoY change in job vacancies in major global hiring markets
YoY % change
Source: Indeed
Australia
Netherlands
SpainFrance
UK
20%
10%
0%
-10%
-20%
-30%
Aug
2024
Jul
2024
June
2024
May
2024
Apr
2024
Mar
2024
Nov
2024
Oct
2024
Sep
2024
Jan
2024
Feb
2024
Dec
2025
Nov
2025
Oct
2025
Sep
2025
Aug
2025
Jul
2025
Jun
2025
May
2025
Apr
2025
Mar
2025
Feb
2025
Jan
2025
Dec
2024
7%
-15%
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 19
Corporate GovernanceOverview
Whilst recruitment volumes have normalised globally, the
value of the specialist recruiter to clients remains strong.
One of the best indicators of this is the fee rate percentage
– being the proportion of a candidate’s starting salary that
a specialist recruiter will charge the client for the services
rendered. As shown in the chart, this has remained strong
within the Group’s specialist recruitment service line – and is
up by a sixth over the last four years.
Perm placement fee rate % over time
Specialist recruitment perm fee % over time
(rolling 12 month average)
Re-based: Oct 2021 = 100
Oct
2021
Jun
2023
Feb
2023
Oct
2024
Oct
2022
Jun
2022
Feb
2022
Oct
2023
Feb
2024
Jun
2024
Feb
2025
Jun
2025
Oct
2025
110
105
120
115
100
90
+17% compared to 12 months
ending October 2021
95
As 2025 closed, there were an increasing number
of metrics pointing to stabilisation becoming more
entrenched in certain hiring markets. As such, this grounds
the Board’s continued expectation that recovery in
specialist recruitment markets (and in hiring markets more
widely) will continue to develop gradually during 2026.
Whether the coverage and pace of this recovery over
the course of 2026 is sufficient for the perm recruitment
market overall to return to growth remains to be seen.
However, given the fragmented market, this grounds
the organic growth lever of geographic penetration on
which the Group is focused for its specialist recruitment
service line. The opportunity we have here, and our
2025 progress, is discussed in more detail in the strategic
overview section of this report (page 22).
Strategic Report
20 Robert Walters plc Annual Report and Accounts 2025
RPO market growth profile – YoY% change
Source: Staffing Industry Analysts
Estimate
Actual
2020 2021 2022 2023 2024 2025 2026
0%
LSD%
-20%
20%
15%
-15%
10%
-10%
5%
-5%
0%
25%
30%
MSP market growth profile – YoY% change
Source: Staffing Industry Analysts
Estimate
Actual
-1%
2020 2021 2022 2023 2024 2025 2026
-1%
2% LSD% LSD%
-20%
20%
15%
-15%
10%
-10%
5%
-5%
0%
30%
25%
Recruitment outsourcing market backdrop
The value of the portion of the Group’s addressable
market serviced by its recruitment outsourcing business
is c.£1.6bn in NFI terms. The majority of this (£1.3bn) is
driven by volume perm hiring – known as recruitment
process outsourcing (RPO), with £0.3bn being driven by
volume non-perm hiring – known as managed service
provider (MSP).
At a high level, similar organisational talent challenges
are being addressed by RPO and MSP. Namely, sourcing
and attracting talent given the persistent skills shortage
(as discussed earlier), and doing this amidst the uncertain
macroeconomic climate of the last few years.
Combined, this makes the economics of using a recruitment
firm to fill high volumes of mid to senior level hires less
compelling for the individual employer. As a result,
organisations making hundreds or even thousands of hires
each year look to cost-effective alternatives – of which
outsourcing the recruitment process is a strong option.
Both the RPO and MSP markets have seen less
pronounced reductions since 2022 compared to the
perm market, and Staffing Industry Analysts forecast
a return to low single digit percentage growth for both
segments in 2026.
26%
-7%
14%
-5%
-14%
30%
16%
Market Overview continued
Annual Report and Accounts 2025 Robert Walters plc 21
MSP client spend by contractual type
18%
82%
78%
75%
71% 71%
68%
63%
61%
2017 2018 2019 2020 2021 2022 2023 2024
22%
25%
29% 29%
32%
37%
39%
A key trend continuing to underpin client demand
for MSP is the need for flexibility – particularly
with the near-term outlook for business conditions
remaining volatile. This focus on flexibility has been
a driver of mix shift within MSP over the last several
years, whereby the proportion of client MSP spend
going to Statement of Work (or “SOW”) projects has
more than doubled over the last eight years.
This trend helps to illustrate the commercial logic
of the second core vector of the Group’s organic
growth strategy – that of service line diversification.
Conceptually, this is grounded in the observation
that whilst the market segments of interim and SOW
are smaller than perm recruitment, they will likely
grow faster over the medium term. The opportunity
we have here and our progress over 2025 is also
discussed in both the strategic overview and
strategic case study sections of this report (pages
22 to 25 and pages 26 to 33).
Temp/IC
SOW
Source: Staffing Industry Analysts
Strategic Report Financial StatementsCorporate GovernanceOverview
22 Robert Walters plc Annual Report and Accounts 2025
Strategic Report
Hiring organisations increasingly desire partners who are able to service the full
breadth of the talent agenda. This encompasses not only the traditional service
provision of specialist recruitment and recruitment process outsourcing but
also, in recent years, the growing demand for flexible talent solutions and talent
advisory services such as market intelligence.
This clear client need was a significant impulse
behind our decision to reorganise how we
go to market. In 2024 we consolidated our
historical multi-brand identity into the single
Robert Walters brand. We have four service
lines through which we are able to support our
clients across the full range of talent challenges
they face:
Strategic Overview
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. For example, 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.
In September 2024 we set out our strategy
at an investor day under the banner of
‘disciplined entrepreneurialism’. At its simplest,
this plan comprises two organic growth
levers and a clear programme of operational
improvement to unlock greater efficiency and
a higher conversion rate than seen since the
global financial crisis.
In terms of the organic growth drivers,
we are seeking to capture the structural
growth opportunities we see in our end
markets through geographic penetration
and service line diversification.
Talent
advisory
Recruitment
outsourcing
Specialist
recruitment
Consultancy
Strategic Report Financial StatementsCorporate GovernanceOverview
Annual Report and Accounts 2025 Robert Walters plc 23
24 Robert Walters plc Annual Report and Accounts 2025
Strategic Report
Favourable
structural drivers,
internal controllables
need improvement.
Less favourable
structural drivers,
internal controllables
need improvement.
Favourable
structural drivers,
maximising internal
controllables.
Less favourable
structural drivers,
maximising
internal controllables.
Fix internal
controllables before
growing platform.
33% of portfolio*
Invest to grow
platform.
36% of portfolio*
Challenge ourselves
on whether path to
more competitive
position exists.
20% of portfolio*
Seek to outperform
competitors to take
market share.
11% of portfolio*
Underlying structural driversUnderlying structural drivers
Internal controllables
Internal controllables
The quadrant segmentation then drives very clear strategic actions
for each of the different parts of our portfolio:
Geographic penetration
Geographic penetration is driven by
growing the scale of Robert Walters
within markets where we have an
existing presence, such that we grow
our market share. We are most focused
on applying this in specialist recruitment
where, for instance, the top 10 global
players in the perm segment (Robert
Walters places tenth) account for just
7% of the whole market.
The actions needed to deliver
geographic penetration flow logically
from our four-box model. Within
the four-box model framework we
see our performance in any given
specialist recruitment market as most
fundamentally a function of (i) the
underlying structural drivers and (ii)
the quality of execution of our internal
controllables. Combining these two
then enables a segmentation of our
geographic portfolio into a quadrant.
Underlying structural
drivers: favourable vs.
less favourable
Candidate short market (e.g.
Japan) vs. abundance of
candidates (e.g. India)
Candidate short markets
underpin high fee rates and
high conversion rates.
Average salary levels
Where you play drives perception
of brand positioning.
Competitive landscape
Greenfield vs. highly competitive.
Internal controllables:
maximising vs. needing
improvement
Leadership and teams
Strategic execution
Adherence to best practice
Culture
Strategic Overview continued
*Portfolio as measured by split of 2023
Specialist Recruitment net fee income.
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 25
Corporate GovernanceOverview
Service line diversification
Service line diversification reflects our commitment to address the clear client need for the full range of talent solutions
beyond traditional spot recruitment. The trend towards clients asking for a broader range of services has grown steadily
over the last two decades, but has been further accelerated by the shift in ways of working since the Covid pandemic.
We seek to enable our clients to access the full range of talent solutions in our service line mix as easily as possible. We are
focused on accelerating development in those service offerings where we see the most compelling opportunity, with present
focus on interim management (an offering within specialist recruitment), consultancy and talent advisory.
Strategic enablers
The last piece of our group strategy is our strategic enablers. These are resources and competences that underpin our
efforts to drive geographic penetration and service line diversification.
Strategic enabler Why is it important? What progress was seen this year?
People
At its core, Robert Walters is a
people business. The attraction,
development and retention of
high-quality talent is essential
to being a trusted partner to our
clients and candidates.
In 2025 we supported the development of a key cohort of
our people – managers in the specialist recruitment business
– through our ‘Manager Masterclass’ programme, thereby
helping to sharpen commercial and people leadership skills.
Front-office performance more widely was supported
through enhanced recruitment skills and sales training,
further equipping teams with the mindset and behaviours
necessary to deliver the geographic penetration lever of our
organic growth ambitions.
Customer
experience
In a competitive marketplace,
the service we deliver to our
clients and candidates at key
touchpoints is ultimately what
they remember – and helps to
set us apart.
In 2025, customer and colleague feedback was used directly
to improve initial client onboarding and post-placement
engagement with candidates. We combined our know how
on good candidate engagement with digital automation –
meaning open rates on post-placement e-mails to perm
candidates were in excess of 90%.
Candidate NPS remained strong at +56 – in line with the prior
year and above the professional services industry average.
Technology
and innovation
Technology and innovation is a
key source of competitive
advantage insofar as it frees up
time for our fee earners to re-
invest in the client and candidate
relationships that are foundational
to our business model.
The Group completed the global rollout of Zenith,
its CRM system, deploying it into the final region of
Australia & New Zealand. All consultants in the specialist
recruitment business globally now operate on a single
customised platform.
Data
Robert Walters has been serving
clients and candidates for 40
years, over which time we have
amassed deep and detailed data
on the hiring markets we serve.
Both directly and indirectly, we
can deploy that data on behalf
of our clients.
Under the direction of the Chief Data Officer, the
business has begun to implement a data strategy
encompassing four main components:
• Data governance and quality
• Data analytics and AI
• Data platforms and tools
• Data culture and enablement
Strategic ReportStrategic Report
26 Robert Walters plc Annual Report and Accounts 2025
Strategy Case Studies
Growing market share in existing
geographies is the first of the Group’s
two organic growth levers – with this
being most pertinent to the specialist
recruitment business. Specialist
recruitment CEO, Gerrit Bouckaert,
outlines what this means in more
detail and how it drove management
actions in 2025.
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 27
Corporate GovernanceOverview
Q: Can you help us understand the
market landscape for the Group’s
specialist recruitment business,
and how that gave rise to the
geographic penetration strand of
the organic growth plan?
Our specialist recruitment business
operates in a large but very
fragmented market. Taking the
portion of the market related to the
placement of permanent candidates
alone, we size that segment at
around £56bn in net fee income
terms. However, the top 10 global
players (with Robert Walters placing
tenth) together account for just
a 7% share of the overall market.
Beneath players like us (serving
most major hiring markets and
several professional disciplines and
verticals), there is a long tail of much
smaller players perhaps focused on
particular disciplines, verticals and
operating in a single regional market.
One takeaway from this is that whilst
the initial barriers to entry into the
professional recruitment market
are not very high, the barriers to
then scale and be an internationally
recognised player are very high –
with brand recognition and ability to
invest in technology being just two
elements of the competitive moat.
The geographic penetration
strand of the organic growth plan
therefore flows from this as we
believe, as a larger player, there will
be opportunities for us to take share
in chosen markets – not least given
the stress felt by some of the smaller
players through the downturn of the
last few years. Furthermore, at the
capital markets event in 2024 we
were explicit about how we believe
the growth algorithm needed for
today differs from that seen in the
2010s. This is perhaps most succinctly
put in that we are now targeting
geographic penetration rather than
geographic expansion.
Q: The business outlined its four
box model for the first time at
the 2024 capital markets event.
Can you give some examples
of how the framework guided
management actions in 2025?
The bottom left quadrant of our four
box model categorises those markets
where the structural drivers are less
favourable and where our internal
controllables require improvement.
Our imperative here is to challenge
ourselves on whether a path to a
more competitive position exists.
You can see this in our 2025 actions
in the case of our decisions to exit
our specialist recruitment operations
in Brazil and Canada, and also
consolidate our footprint in the USA.
In Brazil and Canada we concluded
that, given the timeline to a
competitive position of scale, the
return on investment was suboptimal
compared to other areas of our
portfolio. Similarly, in the USA we
concluded our interests were best
served by focusing on two hubs –
the east coast and Texas.
Our operation of the four box model
was not just geared to portfolio
consolidation however, it also laid
the foundations for growth in other
markets. A good example here is
Spain – where, with favourable
structural drivers but internal
controllables that had previously
fallen behind where we needed
them, it placed in the top left of our
four box model. Our imperative with
this part of the portfolio is fixing
our internal controllables before
seeking to grow our platform in
terms of headcount. In the case of
Spain, that looked like first installing
a new leader in the latter part of
2024. Through 2025, the new leader
there has re-focused performance,
and performance conversations,
around the recruitment sales funnel –
driving a more detailed and rigorous
approach by our fee earners on the
levels of activity required at each
stage in order to attain our targeted
volume productivity.
Together with a market backdrop
that continues to be supportive, these
actions have helped drive a return to
growth in Spain. Our business there
moved from net fees being down
-25%* year-on-year in the first half
of 2025, to growing +5%* year-on-
year in the second half.
Gerrit Bouckaert
Specialist recruitment CEO
Strategic Report
Q: You re-joined Robert Walters
in 2024, and assumed your
current role of CEO of outsourcing
in early 2025. Can you share more
of your experience in the industry
before then?
I first joined Robert Walters in
2000 following a short career as
a futures trader in Sydney with
a leading US investment bank.
While I genuinely loved the energy
and intensity of working in the
markets, I realised quite quickly
that what truly motivated me was
helping organisations achieve
their full potential through people.
The opportunity to work closely
with businesses, understand their
challenges, and connect them
with the right talent was incredibly
compelling — and that’s ultimately
what drew me to Robert Walters.
After spending 11 years on the
specialist recruitment side of the
business, I relocated to Hong Kong
where I had the privilege of
co-founding our outsourcing
operations across Asia-Pacific. Over
the next decade, I was fortunate to
work alongside some exceptional
colleagues as we scaled the business
across 14 countries, building an
award-winning operation and
establishing a strong reputation for
delivering strategic talent solutions
to clients across the region. That
period was incredibly formative for
me — both in terms of leadership
development and understanding how
to build sustainable, scalable solutions
in a complex global environment.
At the end of Covid, I made the
decision to relocate back to Australia
with my young family and took on
regional leadership roles with a leading
US human capital consulting firm.
However, when Toby approached
me not long after the Robert Walters
brand unification strategy had
launched, the decision to return felt
very natural. The opportunity to
28 Robert Walters plc Annual Report and Accounts 2025
Dave Barr
Recruitment
outsourcing CEO
Strategy Case Studies continued
contribute to the next chapter of the
organisation — transforming into the
world’s most trusted talent solutions
business — was one I simply couldn’t
pass up. There’s something very
special about being able to return to a
business you know deeply, at a pivotal
moment in its evolution, and help
shape what comes next.
Q: Robert Walters has operated
its outsourcing business since
the late 1990s. Can you give your
own reflections on how client
behaviour and priorities have
changed over that time?
Over the years, client behaviour
and priorities have tended to shift
most noticeably during periods
of disruption or structural change
in the talent landscape. Interest
in outsourced talent solutions has
consistently spiked during these
moments — whether that was the
emergence of LinkedIn and digital
job boards, which fundamentally
changed how talent is sourced and
engaged, or global events such as
Covid, which forced organisations to
rethink workforce agility, resilience,
and cost structures almost overnight.
What we’re seeing now feels like the
next major wave of change, driven
by AI and the broader shift toward
skills-based workforce models. The
big question for most organisations
isn’t whether AI will reshape the
world of work — it’s to what extent
and at what pace. That uncertainty
is driving a significant increase in
clients seeking support to help them
navigate how they structure their
workforce, access critical skills, and
future-proof their operating models.
The organisations that are thriving
are moving beyond traditional hiring
conversations and instead asking
more fundamental questions about
how work actually gets done. That’s
challenging conventional and often
siloed approaches to talent acquisition
and workforce procurement,
and creating demand for more
integrated, strategic solutions that
bring together permanent hiring,
contingent workforce strategies,
Service line diversification is the second
organic growth lever of the disciplined
entrepreneurialism strategy. This envisages
a natural mix shift, whereby the share of
Group net fees from service lines other than
specialist recruitment grows over time.
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 29
Corporate GovernanceOverview
upskilling, and technology-enabled
insights. Ultimately, clients are
looking for partners who can help
them navigate complexity and make
confident decisions in a rapidly
evolving environment.
Q: As you’ve already mentioned,
in 2024 the business made the
decision to no longer go to market
with multiple brands and instead
offer all its service lines through
the Robert Walters brand. How
did clients and employees in the
outsourcing business digest that
change? What opportunities do
you see ahead for outsourcing
from going to market in that way?
Our decision to unify the brand closely
mirrors what we’ve been hearing
from clients for some time — they
are increasingly looking for partners
who can provide more than a single
point solution. As organisations face
growing complexity around workforce
strategy, skills access, and global
operating models, there’s a clear
expectation that talent partners
bring integrated capabilities rather
than fragmented offerings. Brand
unification has enabled us to show up
in a way that reflects that reality.
From a client perspective, the response
has been very positive. Buyers and
procurement teams, in particular, have
embraced the opportunity to engage
with us in a more enterprise-led way
— leveraging our global reach, shared
insights, and broader suite of solutions.
It has allowed conversations to move
beyond individual services and toward
more strategic partnerships focused
on outcomes.
Internally, the reception has been
equally encouraging. Bringing the
Group together around a single
brand has opened up greater access
to opportunities across regions and
product lines, enabling our people
to collaborate more seamlessly
across borders and disciplines. Within
outsourcing, for example, we saw an
uptick in staff engagement during
2025, which reinforces that we’re
moving in the right direction culturally
as well as commercially.
Perhaps most telling has been the sharp
increase in referred work across our
outsourcing and consulting businesses.
That level of internal and external
advocacy reflects both stronger
collaboration internally and a growing
client appetite to engage with us in a
more comprehensive, integrated way.
The opportunity for outsourcing in
going to market this way is significant.
One of the biggest advantages
we’ve seen is the ability to leverage
the strength and equity of the
Robert Walters brand, which has
deep credibility and long-standing
relationships in key markets such as
Japan and Australia. That trust opens
doors and allows us to have broader,
more strategic conversations with clients
from the outset, rather than needing to
build recognition from scratch.
By aligning outsourcing more closely
with the unified brand, we’re able to
position our solutions as a natural
extension of a trusted partnership
— moving beyond transactional
engagements toward longer-term,
integrated workforce strategies.
Clients already recognise the quality
and expertise associated with Robert
Walters, and that confidence carries
through into discussions around more
complex outsourcing solutions.
As we move forward, this will underpin
our return to growth. The combination
of strong brand recognition, global
reach, and integrated capabilities
allows us to go to market in a more
cohesive way, helping clients solve
increasingly complex workforce
challenges while reinforcing our
position as a strategic partner rather
than a point provider.
Q: In terms of net fees, outsourcing
saw its peak year in 2018 and,
due to the loss of some significant
contracts, is broadly back to the
sort of level it was back in 2015.
What gives you confidence that the
business can return to profitable
top line growth?
First and foremost, it’s important
to acknowledge the decline we
experienced following 2018. It’s not
something we can or should shy
away from, and much of what my
leadership team and I have focused
on since has been a direct response
to that period of underperformance.
We’ve taken a very clear-eyed view of
where we needed to improve — from
client engagement and commercial
discipline through to operational
execution — and have used that as the
catalyst for meaningful change.
By bringing a renewed focus on deep
client relationships, high performance
standards, and strong cost
management discipline, we’ve been
able to restore confidence both within
our existing client base and across the
external market. A tangible example of
that progress was winning the largest
global banking recruitment process
outsourcing contract in 2025, which I
believe reflects renewed trust in our
capabilities and our strategic direction.
Importantly, we now have a far more
robust foundation from which to grow.
The reset has allowed us to sharpen
our focus on targeted market,
industry, and client penetration —
which sits at the heart of our long-
term growth strategy. Rather than
chasing growth indiscriminately, we’re
being far more deliberate about
where and how we win.
What gives me the greatest
confidence is that our global footprint,
infrastructure, and integrated
capabilities are significantly stronger
today than they were during the cycle
that led to our peak performance in
2018. That strength, combined with
a period where some competitors
have retreated from the market,
creates a compelling opportunity.
With momentum building and a
clear strategy in place, we now have
the platform to deliver responsible,
sustainable growth and return to
profitable topline expansion.
Strategic Report
30 Robert Walters plc Annual Report and Accounts 2025
Strategy Case Studies continued
Sinead Hourigan
Global Head of Talent Advisory
Building out the talent advisory offering is one of the key components of
the Group’s service line diversification organic growth plan. Talent advisory
was launched in 2023 from a standing start, with net fees almost doubling in
2025 compared to the prior year. This points to the clear market opportunity
Robert Walters is seeking to address. We caught up with Sinead Hourigan,
Global Head of Talent Advisory, to learn more about 2025 progress and the
opportunities that lie ahead.
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 31
Corporate GovernanceOverview
Q: In contrast to the other three
service lines, talent advisory
doesn’t ultimately have the
placement of a candidate as the
end objective - bringing to life the
wider talent solutions the Group
wants to offer. What did 2025
trading reveal about the types
of products and services that
organisations are seeking?
We’ve organised our talent advisory
business around three core product and
service offerings – market intelligence,
talent development and future of work
advisory. It was great to see good client
uptake for all three in 2025.
Taking market intelligence first, this
is about leveraging our 40 years of
experience in professional talent
markets by bringing the data we’ve
accumulated over that time to bear
on behalf of our clients. Our top
performing market intelligence
product in 2025 was salary
benchmarking – giving clients insights
into the talent costs in their chosen
candidate pools, thereby helping them
improve the competitiveness of their
compensation so as to attract the
highest quality talent. The relevance of
this product continues to be supported
by the difficulties clients report in
finding skilled talent, as well as the
continued scrutiny on hiring budgets.
Moving to talent development, here
we are most focused on leadership
development – offering hiring
organisations assessment and
coaching of their senior leaders,
particularly recognising how the shift
to globally distributed teams since the
pandemic has impacted how leaders
need to conduct themselves. 2025
saw us further lay the foundations of
this product area, but we saw good
sales uptake – particularly in southern
Europe and LatAm.
Finally, turning to look at future of work
advisory. This seeks to help clients
stay ahead of the continuous shifts
being seen in the world of work and,
importantly, give actionable advice on
how their employee value proposition
needs to evolve in order to position
them as strongly as possible in an
extremely competitive environment
for the best talent. Here, the top
performing product in 2025 was
our equality, diversity and inclusion
(“ED&I”) diagnostic audit. According
to the World Economic Forum, Gen Z
employees comprised a quarter of the
global workforce in 2025 – with this
proportion only set to grow further in
the coming years. Whilst not limited
to this cohort, we know that ED&I
issues are typically much higher up
the agenda for Gen Z candidates in
their decisions around prospective
employers. Indeed, according to
a Glassdoor survey, 77% of Gen Z
candidates consider an organisation’s
diversity level when deciding where to
work. As such, ensuring that external
perception of organisational positioning
on ED&I issues reflects the reality of an
organisation’s culture and values as far
as possible, continues to be a focus area
for the chief people officer agenda.
Q: You’re in test and learn mode with
talent advisory, experimenting and
determining what works best so that,
with the business model optimised,
it can then be scaled as efficiently as
possible. Can you give any examples
of how the business refined its
operations over the last year?
For sure, there were many learnings
in 2025! However one area where
we’ve refined how we operate is with
regard to lead flow management.
At its simplest, we generate leads
for talent advisory through three
sources - internal referrals from
other service lines in the Group,
our own marketing (predominantly
delivered via digital channels) and,
lastly, direct sales by our regional
client engagement leads.
Consistent with our belief upon
launching talent advisory – and
clearly underscoring the commercial
and strategic rationale of our total
talent solutions offering as a Group
– the single largest source of leads
continues to be internal referrals,
and particularly those from our
specialist recruitment colleagues.
This is clearly fantastic, albeit we
were finding that the spectrum of
quality of those leads could be quite
broad. As a result, we’ve focused
on how we can augment our lead
qualification process – essentially
seeking to make sure we’re rightly
giving our focus to the best quality
opportunities. Part of this begins
right at the top of the funnel – with
colleagues in other areas of the
business having an even clearer
understanding of our service
offering, of the key client buying
signals and then in helping us to
understand intent.
This part of our operations will be
continuous improvement rather
than “one and done”, but we’re
pleased with how the actions we’ve
taken continue to support a strong
conversion rate of proposal to
contracted projects of around 40%.
Q: Looking out over the rest of
2026, what are some of the key
opportunities you’re seeking to
unlock this year?
Again, there’s lots on the agenda, but
one area we see good opportunity
to develop further is increasing
the repeat revenue element of
our offering – particularly through
subscriptions to our insights.
We build from a good foundation
here. You can see this when you
consider that within market
intelligence – where we derived the
highest net fees of our three product
areas in 2025 – a quarter of the
clients we served were repeat clients.
Furthermore, the marketplace is
telling us – given client uptake – that
a subscription offering is of relevance
here, with clients seeing value in a
steady stream of insights rather than
on a purely reactive basis.
Looking ahead to 2026, we really want
to prove that out further – and we think
it signals the path to talent advisory
being perhaps less cyclical and offering
greater forward visibility than some of
the Group’s other service lines.
Strategic Report
32 Robert Walters plc Annual Report and Accounts 2025
Steve Edwards
Chief Customer Officer
Q: The disciplined
entrepreneurialism strategy
identifies technology and
innovation as a strategic enabler.
Can you tell us a bit more about
what you’re trying to unlock?
Our specialist recruitment business
accounts for over 80% of Group
net fees. A key lens we apply to any
technology change is this – does it
make our fee earners’ lives easier
and save them time? Time saved
on some of the more repetitive
administrative tasks is more time to
spend building long-term, trusted
adviser relationships with clients and
candidates – a key source of value
that we add.
A great example of this where we’re
currently innovating is with respect
to agentic artificial intelligence (“AI”).
To the extent agentic AI can take on
largely rule-based, standardised
tasks such as CV formatting, that will
boost the productive capacity of our
fee earners and further help us on our
cost-efficiency drive.
Q: AI obviously came even more to
the fore during 2025. Can you tell
us a bit more about how Robert
Walters thinks about the labour
market impact of AI – particularly
in the experienced professional
segment that is your core?
Clearly that’s a huge question! At
time of speaking we’re still in the early
months of 2026, and it’s clear that
the technical capability of agentic
AI in particular – as represented by
things like Claude Cowork for instance
– is developing fast and making any
soaring pronouncements look fairly
dated as soon as they’re uttered.
AI is clearly a transformative
technology, and with the agentic
phase that we’ve now moved into – in
contrast to the “mere” generative
large language model (“LLM”) chatbot
phase that preceded it – we’re perhaps
getting an early glimpse into how it
might change the nature of some
professional work, particularly as some
less skilled tasks can be taken on by AI
end-to-end.
That said though, we continue to
believe that professional work will
ultimately continue to have human
relationships at its core – with
non-automatable human skills
therefore growing in importance.
The ability to communicate,
influence and lead others, as well
as actively demonstrate resilience
and adaptability, are just some of
the distinctly human skills that will be
key. Robert Walters has clearly been
helping match clients and candidates
on this basis for the last 40 years – so
we think our value proposition will, if
anything, be enhanced.
Strategy Case Studies continued
– Technology & innovation
Technology and innovation is one of four strategic enablers of the disciplined
entrepreneurialism strategy. We view it as a key source of competitive
advantage, insofar as it helps to free up time which our fee earners can then
re-invest in client and candidate relationships. This is particularly powerful in
a competitive landscape where, in certain geographies, speed to market can
be the difference in winning market share. We spoke to Steve Edwards, Chief
Customer Officer, to learn more.
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 33
Corporate GovernanceOverview
Q: How are you using AI in the
business today? What are some of
the future opportunities?
AI has been delivering benefits for
our business since 2023 – when
our first group of early adopter
“trailblazers”, led by our central
innovation team as subject matter
experts, began experimenting and
validating use cases for LLM. This
then scaled more widely across
the business in 2024 – for instance
saving 10,000 hours of fee earners’
time in the quicker generation of
21,000 job adverts. One of the
key outputs of that first phase was
a globally accessible and secure
prompt library – built to help fee
earners in specialist recruitment
with everyday tasks such as business
development and outreach emails.
Looking ahead to future
opportunities, we are proceeding
open-mindedly but thoughtfully –
again guided by that lens of what
supports quality relationships for
our fee earners with their clients
and candidates. To date, we have
of course partnered with some
of the largest and most globally
recognised vendors to do so. We feel
it’s important to acknowledge that
whilst AI can support doing things
at greater scale and volume, that
doesn’t necessarily always translate
into better outcomes. You can see
this quite clearly on both the client
and candidate side. On the client
side – and perhaps focusing on the
entry-level graduate end of the
spectrum that is not our focus – you
have instances of organisations being
inundated with job applications and
having to close application rounds
after a matter of hours. Then, on the
candidate side, dissatisfaction when
several, in some cases hundreds, of
applications yield very little traction
or even acknowledgement.
As such, we feel that both sides of
the hiring equation are perhaps
desiring re-introduction of the human
into the process. For the mid to senior
end of the spectrum in which we play,
this has always been, and we feel will
always need to be, characterised
by human judgement given the
requirement for skills that can’t be
codified and automated.
As agentic AI develops further, it
will almost certainly have some
applications in our business in fields
where human judgement and skills
are not essential – and there we will
continue to learn and test with a
privacy and security-first mindset.
Business Model
Strategic Report
34 Robert Walters plc Annual Report and Accounts 2025
At Robert Walters, the focus
for each of our c. 2,900 people
each day, wherever they are in
the globe, is playing their part
to make our vision – to be the
most trusted talent solutions
business – a reality.
The impulse behind this has been inherent in our
approach to business since the very first candidate
was placed under our specialist recruitment
offering 40 years ago. More recently, in 2024, we
reorganised how we go to market to make it as
straightforward as possible for our clients to access
the full suite of talent solutions we offer, and now do
this solely through the Robert Walters brand.
Our business model is the distillation of the things we
obsessively focus on doing consistently well in order
to realise our vision. Given the roots of our business
in specialist recruitment, our business model is most
accentuated in this area – but the principles are
similarly applied in all of our service lines.
Annual Report and Accounts 2025 Robert Walters plc 35
Powering people
and organisations
to fulfil their
unique potential
Support
our fee earners with
the right tools and
maximise 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
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 specialist recruitment business
model is differentiated from smaller independent
operators in particular, is the specialist expertise upon
which consultants can draw for the benefit of their
clients and candidates. For example, for some of our
consultants this means that, prior to joining Robert
Walters, they 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 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 specialist recruitment fee earners
instead of individually driven 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
required on repetitive, standardised tasks) on
behalf of our consultants so they can spend even
more time with their clients and candidates.
Strategic Report Financial StatementsCorporate GovernanceOverview
36 Robert Walters plc Annual Report and Accounts 2025
Strategic Report
Our core commercial drivers
Internally, the key top line metric used by management to
initially, but not exclusively, gauge trading performance
is net fee income (NFI). A detailed breakdown of the
different components of NFI is included in the Financial
Review (page 14).
The core commercial drivers of NFI across our service lines
are described below.
Specialist recruitment
The specialist recruitment service line places candidates
into permanent (“perm”), contract and interim (together
comprising “temp”) roles, and therefore NFI is distinguished
between these two. Our specialist recruitment service line
has historically been perm-weighted, and this continues
to be the case – with 65% of NFI derived from perm
placements in 2025.
The core commercial drivers of perm and temp NFI are
described in more detail below.
Perm NFI
Perm NFI can be mathematically expressed as perm
placement volumes multiplied by the average perm fee.
Whilst placement volumes are correlated with fee earner
headcount levels (particularly closely in the early stages of
launching and establishing a perm recruitment offering),
this relationship tends to weaken somewhat as perm
recruitment offerings gain greater scale – particularly
so if the marginal fee earner added is relatively less
experienced than the existing cohort average, thereby
meaning additional time required for them to advance
up the learning curve. In this sense, the volume variable to
which perm NFI is most sensitive is fee earner productivity.
Focusing on the volume side of the perm NFI equation, the
key metric to assess performance is volume productivity
- being perm placements per perm fee earner. Given the
materiality of perm NFI for the financial performance of the
Group as a whole, perm placements per perm fee earner
per month is one of our Group KPIs (page 38).
The average perm fee is itself a function of the perm fee
rate % and the average placed candidate’s starting salary.
With regards to the perm fee rate %, this differs from
country to country, but a broad rule of thumb average
across our specialist recruitment service line globally is
c.20%. We are able to command a higher fee rate % in very
talent short labour markets such as Japan, whilst a lower
than global average fee rate % is seen in certain more
mature markets, such as the UK. It has however been a
feature generally across all our markets that, particularly
since the Covid pandemic, fee rates have risen as largely
demographically-driven talent shortages have further
underscored the value to clients of a specialist recruiter with
deep candidate networks, existing candidate relationships
and differentiated positioning as a mid-to-senior level
recruiter. These competitive advantages mean we can
often access the passive candidate - who a client seeking to
recruit in-house through their own talent acquisition team
would not be able to engage.
As a mid-to-senior level recruiter, the average placement
salary is usually well in excess of the prevailing national
average in a given market. As an example, within our UK
specialist recruitment business, the average placement
salary in 2025 was c.£71,000.
Temp NFI
Temp NFI can be mathematically expressed as average
temps/interims working multiplied by the margin per
temp/interim.
Temp volumes are less closely correlated with fee earner
headcount levels than the relationships that exist in perm,
as each temp fee earner will maintain their own “book” of
multiple contract or interim professionals. The number of
professionals per fee earner varies by market, and indeed
within national markets, with a key determinant being the
experience level of the placed professional.
Margin per temp/interim is the difference between the
wages of the professional and the revenue earned by
Robert Walters in providing that professional to the client
(with the wages therefore a pass-through cost of sale).
We are able to command a higher margin where the
skills of the professional in question are particularly highly
sought after. As an example, in our interim management
offering (currently offered in four continental European
markets), the relatively higher margin is reflective of the
concentration of often C-suite level candidates being
deployed into organisations for high-profile, high-impact
initiatives which are typically mission-critical.
Recruitment outsourcing
Our recruitment outsourcing offering involves
Robert Walters delivering the recruitment process
of clients, either in whole or on a modular basis (i.e. a
specific segment of the recruitment process). In this sense
recruitment outsourcing delivers volume hiring (distinct
from the “spot” model of the specialist recruitment service
line which is geared to finding the highest quality marginal
candidate for a role). The volume hiring in recruitment
outsourcing will either be for permanent candidates,
which is known as recruitment process outsourcing
(RPO), or non-permanent candidates, which is known as
managed service provider (MSP).
In terms of mathematical expression, NFI in RPO has a
broadly similar configuration to perm NFI in specialist
recruitment – which is to say placement volumes and the
average fee are the key drivers. Given we have greater
certainty of volumes in recruitment outsourcing (due to
the multi-year contractual agreements through which
the services are delivered), average fees are lower in
RPO than the equivalent role in specialist recruitment
would typically command.
Similarly for MSP, the mathematical expression of NFI
broadly corresponds to that seen in specialist recruitment
temp NFI, again with somewhat lower margins given the
higher volumes.
Business Model continued
Financial StatementsCorporate Governance
Robert Walters talent advisory
service offering
Typical client talent challenges
Market intelligence
“ We need to build a team in a location we’ve
never hired in before. Are the right skills there
and how much will it cost us to hire?”
Talent development
“ How does our approach to people
leadership need to change in light of more
geographically distributed teams?”
Future of work
“ What composition of skills do we need in our
organisation three to five years from now?”
As at today, talent advisory NFI can most accurately be mathematically expressed as number of
projects multiplied by average project value. However the service line is also developing a subscription
model, and here the key drivers are number of clients and average income per client.
Talent advisory
The talent advisory service line is the newest within our talent solutions line-up. It assists clients across
three broad talent challenge areas they face, as set out in the table below:
Annual Report and Accounts 2025 Robert Walters plc 37
Strategic ReportOverview
Strategic Report
38 Robert Walters plc Annual Report and Accounts 2025
Strategic Report
Key Performance Indicators
0.84
Definition
Total permanent placements divided by the average
number of permanent fee earners within the Group’s
specialist recruitment service line.
Why is this important?
Given the materiality of the Group’s specialist
recruitment service line (83% of 2025 Group net fee
income), and the historical weighting within specialist
recruitment to permanent placements (65% of 2025
specialist recruitment net fee income), this volume
productivity metric is a core driver of the overall
Group’s financial results.
2025 performance
Volume productivity in perm placements was 2%
lower in 2025 against the prior year, with the decline
in placement volumes slightly bigger than the fall in
average perm fee earner headcount.
Perm placements per perm fee
earner per month
38 Robert Walters plc Annual Report and Accounts 2025
£152.5k
Definition
Total Group net fee income divided by the average
number of fee earners in the Group during the period.
Why is this important?
Net fee income per fee earner tracks overall fee earner
productivity combining both volume and value. Growth in
this metric underpins progression in Group profitability.
2025 performance
Net fee income per fee earner grew by 5% on the
prior year in constant currency terms. This was
predominantly driven by value growth, principally
due to higher average perm fees.
Net fee income per fee earner
3%
Candidate net promoter score
73%
Definition
Employee engagement is measured by the overall
employee engagement index score, captured within
the Company’s annual employee engagement survey.
Why is this important?
An engaged and supportive workforce is critical
to delivering our purpose of powering people and
organisations to fulfil their unique potential. We target
an overall employee engagement score of 80%. This
measure is one of three ESG metrics that forms a
component of the executive director performance
share plan.
2025 performance
The employee engagement index score was two
percentage points lower at 73%. This was a resilient
performance in the context of the challenging hiring
markets in which the Group’s employees operated
during the year.
+56
Definition
The candidate net promoter score (NPS) measures
the net balance of candidates who are promoters
of Robert Walters (scoring their experience with the
business between 9-10 out of 10) compared to those
who are detractors (scoring their experience between
0-5 out of 10).
Why is this important?
Our vision is to become the world’s most trusted
talent solutions business, and the experience of our
candidates is critical to fulfilling this and driving our
business model. We formally commenced measuring
candidate NPS during 2024, and aspire to exceed a
score of 60.
2025 performance
Candidate NPS of +56 continues to compare
favourably with the professional services benchmark
of 50.
Employee engagement
(2024: 0.85)
(2024: 75%) (2024: +56)
(2024: £147.6k)
(Up 5%
in constant
currency)
2%
2ppts
No change
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 39
Corporate GovernanceOverview
Annual Report and Accounts 2025 Robert Walters plc 39
Strategic ReportOverview Financial StatementsCorporate Governance
Net fee income
£274.2m
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 the
recruitment outsourcing service line.
Why is this important?
Net fee income is the key trading and top-line
financial metric of the Group.
2025 performance
Net fee income declined 14% in constant currency
terms against the prior year, reflecting the
challenging hiring market conditions seen in many
of the Group’s markets.
15%
40.7p loss
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.
Why is this important?
Basic earnings per share tracks the Group’s
progression in profitability from the perspective
of its existing shareholders and potential investors.
The compound annual increase in EPS over three
years relative to the retail prices index forms a
component of the executive director performance
share plan.
2025 performance
The 40.7p loss per share reflects the challenging
trading conditions seen during the year.
Basic earnings per share
Definition
The conversion rate expresses operating profit as
a proportion of net fee income.
Why is this important?
The conversion rate is the Group’s core profitability
metric. It is a gauge of the Group’s operational
efficiency and ability to convert net fee income into
operating profit. The Group’s medium-term target is
to achieve a conversion rate in the range of 16-19%.
2025 performance
A negative (5.4%) conversion rate was recorded for
2025. Whilst over half of the lower net fee income
impact was offset by a reduction in operating costs,
the Group also acted to preserve its fee earning
platform, meaning an operating loss for the year.
Conversion rate
(5.4)%
7.0ppts
22.2p negative
Definition
Free cash flow is cash from operating activities less
capital expenditure, net interest and lease payments,
with this figure being divided by the weighted average
number of shares in issue.
Why is this important?
Free cash flow quantifies the amount of cash available
for distribution to shareholders after all required
expenditures and investment by the business has been
conducted. Adoption as a key performance indicator
helps to focus the business on optimising the cash
consequences of all activities.
2025 performance
The Group was free cash flow negative in 2025,
principally driven by the lower operating cash flow
seen from the underlying trading result.
Free cash flow per share
(2024: 9.1p loss per share) (2024: 12.2p negative)
(2024: £321.4m) (2024: 1.6%)
(Down 14%
in constant
currency)
Strategic Report
Our ESG Strategy
Non-financial sustainability information statement
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. And by unlocking potential, we’ll
strengthen, protect and sustain the communities we operate in.
40 Robert Walters plc Annual Report and Accounts 2025
Reducing our
environmental
impact
Commitment to
positive impact
Engaging our
workforce
Enhancing
our ED&I
initiatives
Responding to
a sustainable
world of work
Being a
responsible
business
Supporting
our
communities
Our purpose
Powering people
and organisations
to fulfil their
unique potential
Annual Report and Accounts 2025 Robert Walters plc 41
Strategic Report Financial StatementsCorporate GovernanceOverview
We recognise the critical importance of embedding
environmental, social and governance (ESG) practices
across all aspects of our business. This approach not only
benefits our shareholders but is also the right thing to do
for our people, clients, candidates and communities. Our
long-term strategic focus ensures that we are driving
meaningful change within our organisation and beyond.
In 2025, we continued to progress our ESG strategy, which
focuses on six key pillars:
Toby Fowlston
Chief Executive,
Robert Walters
1. Engaging our workforce
2. Enhancing our equity, diversity and inclusion (ED&I)
initiatives, both internally and for clients
3. Responding to a sustainable world of work
4. Reducing our environmental impact
5. Supporting our communities
6. Being a responsible business
We have continued to make progress against our ESG
strategy and continue to focus on opportunities to create
positive impact. The following pages highlight our ongoing
efforts and key activities in 2025.
“ Our ESG strategy continues to
align closely with our purpose and
the UN's Sustainable Development
Goals, underscoring our
commitment to creating a long-
term, positive impact where we
can make the most difference”.
Strategic Report
42 Robert Walters plc Annual Report and Accounts 2025
The cornerstone
of our ESG strategy
Our materiality assessment,
conducted in 2022 by a specialist
ESG consultancy, continues
to inform the development
and implementation of our
ESG strategy.
It helped us identify the ESG issues most relevant to our
business, understand stakeholder perspectives and focus
on the areas 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 included a peer review
to identify a long list of material issues relevant to
the recruitment industry and our business, alongside
primary research through surveys and interviews with
internal stakeholders across a range of roles. This
process informed the creation of the materiality matrix,
highlighting the issues most pertinent to Robert Walters,
and formed the cornerstone of our ESG strategy.
ESG Strategy continued
Annual Report and Accounts 2025 Robert Walters plc 43
Strategic Report Financial StatementsCorporate GovernanceOverview
Material ESG issues
Materiality line
Issues with high internal
dependency and high external
impact above the materiality
line are deemed most material.
They are marked in bold.
Materiality line
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
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
Strategic Report
44 Robert Walters plc Annual Report and Accounts 2024
ESG Strategy continued
We strive to create a workplace where our people can do their best work, collaborate
effectively and continue to grow. Central to this is actively listening to our people, fostering open
communication and continuously working towards enhancing our employee experience. By
building a high-performance and purpose driven culture, we provide the tools, opportunities and
support needed for our employees to thrive, achieve their full potential and succeed together.
Our ambition
To be led by our purpose - to power people and
organisations to fulfil their unique potential - which resonates
with our employees and informs our company culture.
By listening attentively to our people, we aim to support them
in thriving both personally and professionally across all the
moments that matter in their employee journey with us.
Framework of approach
We will achieve our ambition by focusing on the
following areas:
1. Implementation of purpose: Engage employees
with our purpose helping them to identify how their
personal values align to it. Align our benefits offering to
the purpose as well as to new client facing services.
2. Employee engagement: Collect and action employee
feedback to provide more of a voice to our employees.
3. Tailored learning and development: Continue to
deliver learning and development opportunities and
provide upskilling programmes related to purpose
and market trends.
Our 2025 highlights
In 2025, we continued to embed our high-performing,
purpose-driven culture, ensuring we drive the right
behaviours and outcomes across the business. Our purpose
– powering people and organisations to fulfil their unique
potential – remains the foundation of everything we do
and is deeply integrated into our global people practices,
delivering a world-class employee experience.
Building on the momentum from 2024, when we unified
our brand under the Robert Walters banner and
launched our Winning as One strategy, we strengthened
our focus on collaboration and performance. This
strategy champions disciplined entrepreneurs who work
together to improve, compete, deliver and win.
A highlight of the year was the launch of Robert Walters
Connect; a custom-built intranet designed specifically
for our business. Robert Walters Connect provides a
central hub for employees to stay informed, aligned
and connected across teams, service lines and regions,
bringing the Winning as One strategy to life. Alongside
Robert Walters Connect, initiatives such as global
town halls and leadership updates ensured employees
44 Robert Walters plc Annual Report and Accounts 2025
1. Engaging
our workforce
Strategic Report Financial StatementsCorporate GovernanceOverview
had multiple channels to engage with the strategy, share
knowledge and connect with colleagues worldwide.
To further foster collaboration and business development,
we hosted key initiatives, including Global Collaboration Day
and European Business Development Days, which brought
together teams, service lines and countries to strengthen
relationships, share insights and drive business growth.
These initiatives reinforce our #oneteam culture and help
embed our purpose and strategy across geographies.
Our efforts have delivered measurable impact:
• Increased cross-border collaboration and
knowledge sharing.
• Stronger alignment with our Winning as One strategy.
• Recognition as one of the UK’s Best Employers by the
Financial Times, reflecting the strength of our culture,
collaboration and commitment to our people.
Listening, acting and driving performance
In 2025, we continued our commitment to listening to
and acting on employee feedback, including through
our global engagement survey. The survey remains a
cornerstone of our listening strategy, helping us stay
connected to our people and responsive to their needs.
Our overall engagement score was 73%, a slight decrease
of two points from 2024. Whilst this reflects the challenging
market environment, it also demonstrates resilience
and continued alignment with industry benchmarks.
Importantly, our response rate of 81% shows that our
people are willing to share their voice which is proof that
our listening strategy is embedded and trusted.
As part of our high-performance culture, we saw
encouraging results in key areas:
• 83% of employees feel clear about expectations in their role.
• 77% report having ongoing performance conversations
with their managers.
These are strong indicators that our focus on clarity,
accountability and continuous feedback is working.
A key opportunity identified was to strengthen
communication across the organisation. To support this,
we leveraged Robert Walters Connect, as a central hub for
strategic insights, updates and two-way communication.
Connect enables leaders to share consistent messages
while providing employees with a trusted channel to access
information, ask questions and engage with initiatives
across teams and regions.
Beyond the survey, we listen to our people through a
variety of channels, including empowering managers
with team-specific insights and provide tools to foster
meaningful conversations. We also expanded our
continuous listening approach through onboarding and
offboarding surveys, ensuring we capture feedback at
every stage of the employee journey.
Developing our people
This year, we’ve continued to invest in creating
meaningful learning and development opportunities
that empower our people to build long, successful
careers with us. This year, we’ve advanced our agile
learning strategy by delivering targeted programmes
that drive performance and business impact at every
career stage. A key highlight was the re-launch Manager
Masterclasses, designed to equip new managers with
everything they need to lead their teams effectively and
create high-performing, results-driven teams.
Our focus this year has been on commercial excellence,
ensuring our teams have the skills to drive growth. For
our outsourcing team, we delivered training centred on
helping clients succeed and building habits to become
highly effective in their roles.
We have also focused on embedding the initiatives
we introduced last year - including performance
standards, 1-2-1 executive coaching and 360 feedback
- ensuring they deliver real impact for our people and
the business. We continue to take the time to understand
our employees’ learning goals and align them with
business objectives to foster growth and development.
Building on last year’s success, we are driving adoption
of the global performance and career conversation
toolkit, alongside our regional appraisal process, to
help managers run robust performance reviews using
practical tools and templates.
Annual Report and Accounts 2025 Robert Walters plc 45
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%
Our
targets
Employees completing
the global employee
engagement survey
in 2025
81%
Employees felt aligned
to our company purpose
in 2025
76%
Overall employee
engagement index
score in 2025
73%
Our progress
and highlights
Strategic Report
46 Robert Walters plc Annual Report and Accounts 2025
ESG Strategy continued
2. Enhancing
our ED&I
initiatives
Our regional ED&I councils remain central to driving progress
on our inclusion goals. They champion awareness, education
and policy improvements that strengthen our culture and
create an environment where every individual can thrive.
In 2025, we continued to embed inclusion into our everyday
practices through initiatives that reflect our commitment
to equity and wellbeing. We strengthened our wellbeing
agenda by training new Mental Health First Aiders in key
locations, ensuring our people have access to support
when they need it most. Initiatives such as Run for Cure and
Celebrating Pink Friday reinforced our focus on community,
health and shared purpose.
We also continued to embed ED&I learning into our
development strategy through our Learning Hub (our
learning management system), offering tailored pathways
throughout employees’ career journeys. These resources
empower employees to deepen their understanding of
inclusion and apply inclusive practices in their roles.
Creating safe spaces and driving inclusion
In 2025, we refocused our Employee Resource Groups
(ERGs) on the topics that matter most to our people, creating
spaces where everyone can feel supported and heard. These
voluntary, employee-led groups continue to be a cornerstone
of our inclusion strategy, offering peer support, advocating
for policy improvements and providing leadership with
insights on identity-related issues. To promote awareness and
engagement, we also created dedicated spaces on our new
intranet, Robert Walters Connect, helping employees easily
find information and connect with ERG initiatives.
We were proud to sponsor the ExecTASocial event, bringing
together Talent Acquisition leaders to explore inclusive hiring
practices and the importance of neurodiversity in recruitment.
As a global workforce, our employees also drove the
celebration of over 20 cultural awareness moments
throughout the year, including Holi, International Women’s
Day, Pride, Ramadan, Black History Month, National
Reconciliation Week, Africa Day, International Day of
Transgender Visibility, World Mental Health Day, Diwali
and International Men’s Day. These celebrations were vital
in building a greater sense of understanding, connection
and shared purpose across the business.
Supporting our clients
In 2025, our diverse hiring diagnostic, a client solution
delivered through our talent advisory service line, continued
to support employers by providing insights that remove
barriers and biases from their recruitment processes,
opening doors for talent from diverse backgrounds.
The diagnostic assesses the end-to-end recruitment process,
analysing the impact of recruitment content and processes
across multiple lenses, including gender, ethnicity & heritage,
disability & neurodiversity, LGBTQ+, socio-economic, age,
faith, parental & caregiving and ex-military, producing
a bespoke report with clear actions including immediate
steps that can be taken to deliver meaningful change and
measurable results.
At Robert Walters, we understand the
transformative power of diversity and
its essential role in helping our clients,
candidates and colleagues reach their
full potential. That's why we take a dual
approach: promoting diverse hiring
practices within our clients' organisations
while fostering an inclusive workplace
culture within our own business.
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.
Our 2025 highlights
We ground our ED&I efforts in supporting our people and
championing diverse voices, fostering an environment
where all can thrive and participate meaningfully.
Empowering our people
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 47
Corporate GovernanceOverview
Board ethnicity
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 6 86%
Mixed/Multiple ethnic groups - 0% - - 0%
Asian/Asian British 1 14% - 1 14%
Black/African/Caribbean/Black British - 0% - - 0%
Other ethnic group - 0% - - 0%
Our diverse hiring practitioners - recognised leaders in
minimising bias in recruitment - blend operational expertise
with academic backgrounds in the career development
of underrepresented individuals. They work closely with
clients to ensure that businesses can make lasting, positive
changes to their hiring practices.
Advancing gender equity and leadership inclusion
As part of our ongoing commitment to gender equity in
our business and building an inclusive workplace, we strive
to create an environment where all employees thrive,
regardless of gender.
Our focus remains on advancing gender balance, within
senior leadership and across the wider business.
Achieving our target for global leaders identifying as
women (Associate Directors and above) in 2024, one
year ahead of our 2025 goal reflects our ongoing efforts
to create more opportunities for women to advance
within our organisation and we are proud to have gender
balance within our leadership population
Governance and policies
Equal opportunities
The Board remains committed to ensuring diversity through
future Board appointments. In accordance with the Companies
Act 2006 (Strategic Report and Directors’ Report) Regulations
2013, the Group has provided the gender table below.
We seek to offer the opportunity to benefit from fair
employment, without regard to gender, sexual orientation,
marital status, race, religion or belief, age or disability and
full and fair consideration is given to the employment of
disabled people for all suitable jobs. In the event of any
employee becoming disabled, every effort is made to
ensure that employment continues within the existing or a
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.
2025 average employees 2024 average employees
Male Female Unspecified Total Ratios (%) Male Female Unspecified Total Ratios (%)
Board Directors 4 3 - 7 57:43:0 4 3 - 7 57:43:0
Executive Management
(excluding Board members)
5 2 - 7 71:29:0 5 1 - 6 83:17:0
Senior Managers
1
131 133 - 264 50:50:0 139 135 - 274 51:49:0
Other employees 1,072 1,738 - 2,810 38:62:0 1,275 2,057 - 3,332 38:62:0
1,212 1,876 - 3,088 39:61:0 1,423 2,196 - 3,619 39:61:0
similar role, and we seek to support disabled employees in
all aspects of their training, development and promotion
where it benefits both the employee and the Group.
Gender pay gap reporting UK
We support gender equality and in line with Gender Pay
Gap legislation, we published our annual UK gender pay gap
reports. The report can be found on our website:
robertwalters.co.uk/gender-paygap-report
Employees feel a sense
of belonging at the Group
by 2025
80%+
Global leaders (Associate
Directors and above) that
identify as female by 2025
50%
Percentage of promotions
awarded to those identifying
as female by 2025
50%+
Our
targets
Employees that feel a
sense of belonging at the
Group in 2025
69%
Global leaders (Associate
Directors and above) that
identify as female in 2025
50%
Percentage of promotions
awarded to those identifying
as female in 2025
60%
Our progress
and highlights
48 Robert Walters plc Annual Report and Accounts 2025
Strategic Report
ESG Strategy continued
48 Robert Walters plc Annual Report and Accounts 2025
Our purpose is to power people and
organisations to fulfil their unique potential.
As a global champion for talent, we are
committed to delivering better experiences
and quality outcomes for our customers.
We support businesses that are leading the way in the transition
to a sustainable economy and improving their ESG impact. Our
distinct advantage is our ability to provide data-driven insights
and research on ESG, recruitment and the future of work,
enabling us to help businesses identify and retain the right talent
for a sustainable future.
ESG considerations are now central to business strategy across
all industries and hiring practices will need to evolve. Companies
must adapt by recruiting for new roles and skill sets, addressing
emerging talent shortages and incorporating ESG factors as
essential criteria for certain positions. Additionally, candidates
are increasingly seeking employers who share their values and
are committed to sustainability and social impact. We help guide
businesses through these changes, ensuring they attract and
retain talent aligned with their ESG objectives, all whilst driving
progress towards a more sustainable future.
Our ambition
To be a global talent solutions business 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
becoming trusted partners to organisations and
sectors striving for sustainable, responsible growth.
Our 2025 highlights
Talent Advisory
In today’s rapidly evolving global workforce, businesses
face increasingly complex challenges in securing the talent
needed to drive innovation and sustainable growth.
Our talent advisory service line was developed to meet
these challenges head-on by empowering workforce
strategies through trusted analysis and expert advice that
helps organisations stay ahead in an ever-changing talent
landscape. Positioned at the forefront of solving complex
recruitment, talent and skills issues, everything we do is
aligned to our clients’ strategic objectives, enabling them
to maximise the impact of every workforce decision.
By strategically leveraging validated data insights and
proactive intelligence, we provide employers with a
clear, end-to-end view of the talent market. Whether it’s
identifying untapped talent pools, analysing hiring processes
or equipping leaders with the latest market knowledge, our
Talent Advisory solutions unlock the full potential of both
current and future workforces.
Our talent advisory service line delivers tailored market
intelligence, bespoke advisory services and innovative
talent solutions across geographies, industries and
disciplines. We support organisations in navigating
persistent skills shortages and aligning their workforce
strategies with long-term, sustainable business goals,
shaping scalable, future-ready workforces built on cultural
and digital agility and high-impact talent development.
Against the backdrop of rapid technological
advancement - particularly the acceleration of
generative AI - and evolving work models such as
hybrid, remote, multi-generational and gig work, the
need for strategic workforce guidance has never been
greater. Our talent advisory solutions continuously
evolve through deep market insight and expert-led
analysis, ensuring clients are equipped to adapt to
change, build organisational resilience and strengthen
meritocratic hiring strategies.
The result is strategic decision-making guided by
industry-leading expertise and data-driven insight that
delivers measurable, successful outcomes.
Diverse Hiring Diagnostic
Our Diverse Hiring Diagnostic, delivered through a core
component of our talent advisory service line, supports
organisations in building hiring strategies that champion
diversity and inclusivity from the outset. Recognising
that diversity is not only a moral imperative but a
business one, the service leverages a data-informed
diagnostic to identify and eliminate bias across the end-
to-end recruitment process. As workplaces become
increasingly interconnected, it enables employers to
3. Responding to a
sustainable world of work
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 49
Corporate GovernanceOverview
create recruitment practices that reflect the societies in
which they operate while supporting sustainable business
growth and improved quality of hire. In Asia, demand for
our Diverse Hiring Diagnostic service increased last year,
reflecting a growing focus on structured diversity and
inclusion initiatives.
The diagnostic has gained widespread recognition for
its impact and, over more than a decade, has supported
businesses globally to create more inclusive workplaces.
It reviews recruitment content and processes through
nine lenses of diversity, including gender, ethnicity,
disability and neurodiversity, LGBTQ+, socio-economic
background, faith, age, ex-military experience and
parental and caregiving responsibilities, empowering
organisations to remove barriers and open doors to talent
from diverse backgrounds.
Delivered by recognised practitioners in inclusive hiring, the
Diverse Hiring Diagnostic combines expertise in diversity
and inclusion, innovation, business sustainability and career
development. Drawing on both academic insight and
operational experience, our specialists produce bespoke
reports with clear, actionable recommendations, including
immediate steps that drive measurable improvement and
support lasting, positive change in hiring practices.
Hire Train Deploy
Since its launch in 2024, the Hire Train Deploy Accelerate
Academy has been developing early-career pathways
in technology. In 2025, we welcomed our second cohort
of emerging talent across our Business Change &
Transformation and Software Development programmes.
In preparation for future demand, we also established a
London-based talent pool of 40 additional candidates, who,
through our agile training model, have developed strong
foundational skills that position them for long-term success.
The programme focuses on recognising capability over
experience, identifying high-potential individuals and
equipping them with industry-standard skills needed
to thrive in today’s ever-changing landscape. Training
typically spans 4 to 12 weeks, after which participants
join our clients’ early-career programmes. This enables
businesses to access fresh, diverse talent while supporting
the development of the next generation of technology
professionals and future leaders.
Among those deployed onsite with Robert Walters clients,
we have already seen promotions, redeployment across
multiple assignments and offers of permanent employment.
In 2025, 100% of our 14 graduates from the second cohort
secured employment in their field, demonstrating the
programme’s effectiveness in bridging the gap between
education and industry and its tangible, real-world impact
for both individuals and organisations.
Delivered through our consultancy service line, Hire Train
Deploy provides a socially responsible approach for
employers to build diverse, skilled tech talent pipelines.
Leveraging our global reach, extensive talent pool and
expertise in recruitment, assessment and training, we
identify high-potential early-career talent, (including
under-represented groups, career returners and ex-
military personnel) and place them with employers
seeking skilled, accredited professionals.
Supported by a robust career development framework,
this process helps businesses de-risk their people strategy
while empowering individuals to build successful, long-term
careers in technology.
By advancing diversity, promoting inclusivity and igniting
opportunity for all, the Hire Train Deploy Accelerate
programme not only kickstarts technology careers and
closes skills gaps but also drives social mobility and fosters a
positive societal impact. Businesses benefit from enhanced
agility, broader talent pools and stronger people strategies,
while participants gain the skills, experience and support
needed to thrive in the workforce of the future.
Recognised as global ESG leader
We continue to be recognised as a leader in our field, with
our services being shortlisted for several prestigious awards.
We also won the RCSA Award for Excellence Social
Purpose at the Annual RCSA Awards in New Zealand.
The award was received for our work with Fonterra where
we delivered our diverse hiring diagnostic to help them
become an even more inclusive organisation. In just four
weeks, we presented 84 actionable recommendations
that could be implemented throughout Fonterra’s hiring
process. The diagnostic was delivered with Fonterra’s
core values in mind: belonging, care and empowerment.
Thought leadership
We regularly publish thought leadership and market
intelligence on recruitment, skills shortages, the future of
work, Gen Z engagement, responsible and ethical AI and pay
transparency. These data-led insights support organisations
in navigating economic transition, evolving workforce
expectations and increasing ESG considerations.
In 2025, key publications included Talent Trends, the
Global Salary Survey, the Global Job Index and Global
Talent Relocation Trends, reinforcing our position as a
trusted adviser to clients worldwide.
Reflecting the growing importance of responsible
innovation, we also delivered our global AI in Action
roadshow across 11 countries. These in-person events
engaged more than 300 clients and explored emerging
AI trends and the practical application of artificial
intelligence within recruitment.
Building on this momentum, we launched a global eGuide,
AI in Action, examining how AI is transforming recruitment
and outlining the trends expected to shape the future
of hiring. This extended our insights to a wider global
audience and strengthened our advisory capabilities in
this rapidly evolving area.
Strategic Report
50 Robert Walters plc Annual Report and Accounts 2025
ESG Strategy continued
4. Reducing our
environmental impact
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 51
Corporate GovernanceOverview
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.
We’re taking action to reduce our emissions, increase the
use of renewable energy and empower our offices to take
local action to reduce our impact on the environment,
to help us reach our target of net zero 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.
Our 2025 highlights
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, all office buildings in Tokyo and Osaka use
100% renewable electricity and a number of countries
including Ireland and the UK have already commenced
the move towards using low carbon electricity. Our
London and Manchester offices also use renewable
energy supplies. Within EMEAA, 17 offices currently
have suppliers that provide 100% renewable energy.
Meanwhile, our offices in the Philippines, Hong Kong and
the UK have implemented energy saving initiatives like
smart lighting and air conditioning controls to minimise
energy consumption.
These offices also prioritise reusing materials and
furniture, as well as donating outdated merchandise.
In Korea, the office building purifies and reuses water for
toilets and gardening, contributing to further reductions
in water usage.
These initiatives across our offices demonstrate our
continued commitment to sustainability and reducing our
environmental impact.
Reducing our emissions
We’re continuing to take 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 68% compared to the 2019 base line
year. And we are moving our company car fleet to hybrid
or electric vehicles in EU, with 75% being hybrid or electric
in 2025 (2024: 73%).
A commitment to best practice
In line with industry best practices, we remain committed
to maintaining a range of environmental policies, such
as our Carbon Reduction Plan, Sustainable Procurement
Policy Statement and Carbon Conscious Business Travel
Policy. These, together with our Environmental Policy
Statement, Environmental Code of Practice for suppliers
and Sustainability Policy Statement, form the foundation
of our ongoing sustainability efforts.
Total Group emissions
reduced in 2025 against
the base year* by
51%
Percentage of company
cars that are hybrid or
electric vehicles in the EU
in 2025
75%
Our progress
and highlights
Reach net zero across
scope 1 and 2 GHG
emissions by
2040
Percentage of company
cars that are hybrid or
electric vehicles in the EU
by 2035
60%
Our
targets
*Using 2019 as the baseline year.
52 Robert Walters plc Annual Report and Accounts 2025
Strategic Report
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.
The ESG targets (listed on page 108) have been
incorporated into the Executive Directors’ KPIs,
corresponding to a maximum annual bonus of 5%,
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 54 to 56.
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 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 2025 Robert Walters plc 53
Corporate GovernanceOverview
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.
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. 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 continues, 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 48 and 49.
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 44 to 45) and ED&I
(pages 46 to 47) 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.
The process for reviewing, identifying, assessing,
and managing climate-related and emerging risks, is
integrated into the Company’s overall risk management
process. Climate-related risk is continually evolving,
and the potential impact to our organisation in the
revised short (current to 2023), medium (2029 to 2040)
and long term (2041 to 2050) and our impact on the
environment has been considered. A range of risks have
been identified and reviewed, with mitigating activities
for each agreed upon. The materiality of these risks is
assessed based on their likelihood and potential financial
impact. Our most material individual CRROs can be
found in the table on the following pages.
Strategic Report
54 Robert Walters plc Annual Report and Accounts 2025
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 award-
winning Future of Work services
(including Diverse Hiring, ESG for
Hiring and Candidate Experience),
which are designed to provide
customers with clear and actionable
recommendations to improve their
hiring and retention strategy. 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.
Risk
TCFD
category
Description
of impact
Short
term
Mid
term
Long
term
Activities to capture
opportunity
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 2025 Robert Walters plc 55
Corporate GovernanceOverview
Risk
TCFD
category
Description
of impact
Short
term
Mid
term
Long
term
Activities to capture
opportunity
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.
To this end, a number of countries
including Ireland and the UK
have already commenced the
move towards using low carbon
electricity and we have approved
the change to a renewable energy
source, with effect from October
2024, of the energy supply to our
London and Manchester offices.
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.
Strategic Report
56 Robert Walters plc Annual Report and Accounts 2025
Risk
TCFD
category
Description
of impact
Short
term
Mid
term
Long
term
Activities to capture
opportunity
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.
Climate-related risks and opportunities continued
ESG Strategy continued
Risk/opportunity
Low risk
Medium risk
High risk
Low opportunity
Medium opportunity
High opportunity
Time horizon
Short term: Current – 2028
Mid term: 2029 – 2040
Long term: 2041 – 2050
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 57
Corporate GovernanceOverview
Risk management
As detailed in the strategy section of the TFCD statement
on page 53, 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 54 to 56.
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
66 to 73. 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 an
individually material impact for the Group, however, a
failure to identify and manage climate-related risks and
opportunities is considered relevant.
The processes for mitigating the identified CRROs can be
found in the CRRO table on pages 54 to 56. 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 66). Additionally, we
review the outcome of the scenario analysis annually
and consider 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), assisted by the ESG Committee and the
Group’s overall risk management process, 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 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 CO
2
e) and
intensity figures (CO
2
e per head) across all scopes.
Strategic Report
58 Robert Walters plc Annual Report and Accounts 2025
Reporting year
The greenhouse gas emissions report has been
prepared based on a reporting year of 1 January
to 31 December 2025, 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 2025 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.
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 2025 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 CO
2
e (tCO
2
e), and has decided to use an intensity
metric of tonnes of CO
2
e per head, which the Group
believes is the most relevant indication of our growth and
provides the best comparative measure over time.
The table below shows the total global emissions in tonnes
of CO
2
e and tonnes of CO
2
e per head for the Group. It
also shows the Group's energy consumption for UK and
non-UK activities.
ESG Strategy continued
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.
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 59
Corporate GovernanceOverview
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 continued to make improvements to both plant
and lighting during 2025, resulting in energy reductions
in our London head office and our Birmingham office.
Lighting upgrades are now 95% complete. We have
installed real time energy monitoring systems allowing
precise evaluation of energy usage in our London office.
Old pumps in plant rooms have started to be replaced with
more energy efficient models with a reduction of energy
use against the older pumps of 4%.
Greenhouse gas emission source (base year 2019)
Current Revision
2025 v 2024
tCO
2
e
Variance
%
Current Revision
2025 v 2019
tCO
2
e
Variance
%
2025
tCO
2
e
2025
tCO
2
e
per
head
2024
tCO
2
e
2024
tCO
2
e
per
head
2019
tCO
2
e
2019
tCO
2
e
per
head
Scope 1
Vehicle fleet and purchased gas 507 0.19 563 0.18 (10%) 764 0.24 (34%)
Total scope 1 emissions 507 0.19 563 0.18 (10%) 764 0.24 (34%)
Scope 2
Purchased electricity and heat 1,096 0.41 1,105 0.36 (1%) 1,704 0.54 (36%)
Total scope 2 emissions 1,096 0.41 1,105 0.36 (1%) 1,704 0.54 (36%)
Scope 3
Business travel – air 288 0.11 650 0.21 (55%) 1,560 0.49 (82%)
Business travel – land* 234 0.09 193 0.06 21% 376 0.12 (38%)
Transmission and distribution 82 0.03 78 0.03 5% 112 0.04 (27%)
Total scope 3 emissions 604 0.23 921 0.30 (34%) 2,048 0.65 (70%)
Total Group emissions 2,207 0.83 2,589 0.84 (15%) 4,516 1.43 (51%)
Scope 1 emissions
UK 38 n/a 33 n/a 22 n/a
Overseas 469 n/a 530 n/a 742 n/a
Scope 2 emissions
UK 150 n/a 154 n/a 296 n/a
Overseas 945 n/a 951 n/a 1,408 n/a
Energy consumption (kWh)
UK energy consumption (kWh) 1,151,809 n/a 1,067,650 n/a 1,576,801 n/a
Non-UK energy consumption (kWh) 4,372,502 n/a 4,668,618 n/a 5,641,293 n/a
Total energy consumption (kWh) 5,524,311 n/a 5,736,268 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.
60 Robert Walters plc Annual Report and Accounts 2025
5. Supporting
our communities
Strategic Report
ESG Strategy continued
Supporting the communities in which we do
business is fundamental to who we are. It’s
in our DNA and our people have a proud
history of supporting local charities and
community organisations which are focused
on improving people’s lives worldwide.
Our ambition
Our purpose is to power people and organisations to
fulfil their unique potential, and this includes the support
we give our local communities. We are committed to
making a global impact through local actions that align
with the UN’s Sustainable Development Goals (SDGs),
focusing on eliminating poverty and hunger, ensuring
access to clean water, reducing inequalities and sharing
our skills and expertise to help disadvantaged groups
access quality job opportunities.
We concentrate our efforts on the three key areas where
we believe we can make the most significant 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. Global corporate charitable partner: Support a
global charity partner at a business wide level.
2. Global Charity Day: Continue to align local employee
priorities to Global Charity Day.
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 our ESG strategy
or utilise their recruitment skills.
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 61
Corporate GovernanceOverview
Our 2025 highlights
Global Angels
Since 2017, Global Angels has been our global
corporate charitable partner, working alongside the
local community in Tsavo, Kenya, to create long-term,
regenerative change. Through our continued funding,
Global Angels delivers initiatives that strengthen
essential infrastructure, improve water security, advance
sustainable agriculture, provide education and training
and create meaningful local employment.
In 2025, a major milestone was reached with the
completion of the Global Angels Eco-Dome Village.
All six climate-resilient, ensuite domes were finished,
furnished and opened for use, alongside a fully equipped
kitchen, dining space and landscaped courtyard. In May,
the village welcomed its first Discovery Trip guests to
stay on site. This marked the beginning of a new phase
as the project evolves into a community-powered social
enterprise that supports local jobs, skills development
and environmental restoration.
This first phase was constructed using natural materials
and earthbag building techniques. Under the leadership
of the Tsavo Project Manager, 25 local participants
were sponsored to train on site, providing steady income
for their families while gaining practical qualifications
in sustainable construction. An extended 20-week
Earthbag Dome Building Course enabled ten builders to
complete the full programme, with twenty now eligible to
sit for Level 3 qualifications at the local college, opening
pathways to long-term employment and leadership.
Hospitality, catering and organic farming training have
also strengthened local livelihoods, equipping community
members with practical skills to support guest stays while
creating reliable income opportunities. Training enabled
local teams to manage accommodation and catering for
visiting groups, while organic farming and permaculture
skills supported food production in the shade houses and
orchards. Together, these roles help ensure the Eco-
Dome Village generates ongoing employment, supports
food security and channels the benefits of tourism
directly into the local community.
Global Charity Day
Every year, our people come together to fundraise,
volunteer their time and support a wide range of charities
around the world through our Global Charity Day. We’re
proud to give back to the communities in which we operate,
and this year, our employees chose to support charities
providing healthcare, women and children’s services,
hospice and end-of-life care, youth development and
mentorship, education, environmental conservation,
animal welfare, social support and access to food and
essential goods for those in need.
In 2025, employees participated in a range of volunteering
activities such as litter-picking, cleaning and renovating
community spaces, sorting donations, preparing and
serving meals, and caring for children and babies. They
also organised sports and arts days young people,
and helped provide clothing and essentials to those
experiencing homelessness.
During Global Charity Day, our people not only raised
funds but also contributed valuable time, skills and support,
making a tangible difference in their communities.
Supporting charities locally through
employee action
Our local offices and employees are deeply committed to
giving back to the communities where they live and work.
Whether organising charity golf days, taking part in
cycling events, competing in bus-pulling or endurance
challenges, such as mountain climbs, our teams actively
support a wide range of causes. This spirit of giving
reflects our core values and reinforces our mission
to create positive change. Through these efforts, we
harness the power of giving back, fostering a purpose
driven culture that empowers individuals to make a
meaningful impact in the world around them.
Amount raised through
Global Charity Day
fundraising in 2023,
2024 and 2025
£326k
Percentage of
countries that
participated in Global
Charity Day 2025
100%
Lives positively impacted
since 2020
286k
Our progress
and highlights
Amount raised through
Global Charity Day
fundraising from 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
62 Robert Walters plc Annual Report and Accounts 2025
ESG Strategy continued
6. Being a
responsible
business
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.
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
senior leadership 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
continue to be a participant of the UN Global Compact.
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 63
Corporate GovernanceOverview
Our 2025 highlights
Commitment to the UN Global Compact
In 2025, we were proud to continue as a participant
of the UN Global Compact, a voluntary platform
dedicated to responsible business practices. This ongoing
commitment aligns our strategy and operations with the
UN's Sustainable Development Goals (SDGs), focusing on
human rights, labour, environment and anti-corruption.
With over 15,000 companies and 3,800 non-business
signatories from 160+ countries, the UN Global Compact
remains the largest corporate sustainability initiative in
the world. Our continued membership reinforces our
dedication to ethical business practices and a sustainable
future, alongside other leading global businesses.
Continuing with our ESG Strategy
In 2025, we continued to advance our ESG strategy,
first launched in 2023. We empower our employees to
communicate our ESG priorities effectively, including
through presentation packs and our new intranet,
Robert Walters Connect. The strategy continues to
be shared externally through our Annual Report &
Accounts, website and social media channels. Built
upon the six key pillars outlined in this ESG report, the
strategy was developed following a thorough materiality
assessment conducted by external ESG specialists.
The Board maintains primary oversight of the Group’s
ESG performance, integrating ESG considerations,
including climate-related matters, into strategic decision-
making, risk management and performance objectives.
Accreditations and partnerships
We are committed to aligning with best practice
frameworks and independent evaluation of our processes
and ESG policies. We are proud to provide an update
on our latest EcoVadis rating (a globally recognised
sustainability ratings platform which evaluates companies
across key areas, including Environment, Labour & Human
Rights, Ethics and Sustainable Procurement). We have
now been awarded a Bronze Medal for sustainability
and ethical practices, placing us among the top 35%
of companies assessed globally. This recognition
highlights our continued commitment to implementing
robust environmental policies, promoting labour and
human rights and upholding strong ethical standards.
Our Brussels, London, Singapore and Paris offices are
Ecovadis rated. We continue to be Cyber Essentials
Certified, the scheme backed by the UK government to
help businesses ensure they are protected from cyber
threats. We are certified under the Safety Schemes in
Procurement (SSiP) Competence programme and we
hold a Construction Line Social Value Certificate, a supply
chain prequalification system that assesses health and
safety and ESG factors.
Our Amsterdam, Brussels, Dublin, Kuala Lumpur, London,
Paris and Brisbane offices are also ISO 9001 certified and
seven of our offices in Australia and New Zealand are
ISO45001 certified, the international standard for health
and safety.
We were also listed as a constituent member of the
FTSE4Good Index for the 17th consecutive year.
Governance and social policies
Human rights and ethical behaviour
We respect all human rights and, in conducting our
business, we regard 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 business seeks to anticipate, prevent and mitigate any
potential negative human rights impacts as well as enhance
positive impacts through its policies and procedures and
through its policies regarding employment, equality and
diversity. Robert Walters policies seek to both ensure
that employees comply with all applicable legislation and
regulation and to promote good practice.
Robert Walters’ policies are formulated and kept up to date
by the relevant business areas, authorised by the Board
and communicated to all employees.
We have a zero-tolerance approach to bribery and
corruption and have specific processes in place to
prevent it. The business’ Anti-Bribery policy (with specific
reference to the Bribery Act) is included in core training to
all employees. The Anti-Bribery & Competition policy is
reviewed annually to ensure that it is current.
Robert Walters complies with the UK Modern Slavery
Act 2015 and its obligations under it. 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.
Robert Walters 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.
Health and safety
The Chief Executive has overall responsibility for the
implementation of the business’ 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.
Strategic Report
64 Robert Walters plc Annual Report and Accounts 2025
Stakeholder Engagement
How we engage
• Group-wide annual employee
engagement survey
• Quarterly regional business
update virtual town halls
• 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,
value their feedback and seek
to take action as a result.
In 2025 we conducted our
employee engagement survey
during the first half. Key action
areas identified included
strengthening communication
across the organisation. In light
of this, Robert Walters Connect
– a custom-built intranet newly
implemented during the year,
was used as a central hub for
two-way communication.
How we engage
• Candidate net promoter
score surveys
• Candidate events
• Salary surveys
• Ongoing conversations
How we respond
By building long-term
relationships with candidates,
we help them fulfil their unique
potential.
During 2025, the completed
rollout of our internally developed
CRM system enabled consultants
in all of our specialist recruitment
markets to provide candidates
with a better experience.
We combined our know how on
good candidate engagement
with digital automation – meaning
open rates on post-placement
e-mails to perm candidates were
in excess of 90%.
How we engage
• Key director, manager and
consultant relationships
• Client satisfaction surveys
• 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.
Although hiring market conditions
continued to be challenging
through 2025, structurally-driven
talent challenges remained for
which clients required solutions.
We were able to deliver a trusted
service and provide support to
our clients on how best to position
themselves to attract and retain
high-quality talent.
Our People Our Clients Our Candidates
Strategic Report Financial StatementsCorporate GovernanceOverview
How we engage
• Responsible procurement
process
• Supplier assessments
and evaluations
• Relationship meetings with
key suppliers
How we respond
Robert Walters 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 beneficial and sensible
contractual terms. The Board
considers this ethical approach
to be appropriate and our
whistleblowing processes ensure
confidential escalation can take
place as required.
Annual Report and Accounts 2025 Robert Walters plc 65
Section 172 statement
How we engage
• Global Charity Day
• Employee volunteering
How we respond
We have a long history of giving
back to the communities in which
we operate, evidenced by the
willingness of our people to give
their time, energy and finances to
champion local and global causes.
During 2025 we raised over
£60,000 for various organisations
through our Global Charity Day.
How we engage
• Direct, ad-hoc engagement
via investor relations function
• Quarterly trading updates,
half-year and full-year results
announcements
• Investor results roadshows
and participation in investor
conferences
• Annual General Meeting
• 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
Following on from the Board’s
decision not to declare and
pay an interim dividend, the
Group listened to the views of
its shareholders with respect to
capital allocation. Much of this
happened during the course of
regular interactions during the
second half of the calendar year
and in advance of the Board’s
decision in March 2026 not to
propose a final dividend.
Our Communities Our Shareholders Our Suppliers
P74
Strategic Report
66 Robert Walters plc Annual Report and Accounts 2025
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 detailed Group-wide risk review
and refinement exercise, including
the ongoing identification and
consideration of emerging risks,
of the Company’s risk profile was
carried out during the year. The
process involved identifying
and prioritising the principal
risks within the Group, mapping
them to strategic pillars, and
identifying, refining, developing, and
implementing appropriate material
controls that form the 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 54 to 56. 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 54 to 56. The Group has
made disclosures consistent with
the TCFD recommendations and
recommended disclosures. At
present, these factors are not
individually 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 review and
consider the net risk position of each
identified risk against the Group’s
risk appetite, and the extent to which
management has addressed the
principal risks through appropriate
controls and actions to mitigate those
risks. Each local management team
continues to consider principal 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 principal 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 climate-related
risk with detailed climate-related
risks and opportunities shown in our
TCFD statement on pages 54 to 56.
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.
Principal Risks and Uncertainties
Our strategic pillars
1. Productivity
2. Technology and innovation
3. People
4. Customer experience
5. Data
Increasing
No material change
Decreasing
Net risk trend
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 67
Corporate GovernanceOverview
Risk Actions to mitigate risk
Net risk
trend
Link to our
strategic pillars
Political, economic and
market uncertainty
Political, economic and market
uncertainty has an impact on local
economies, client hiring decisions
and confidence, and as a result,
Group financial results.
The level of candidate confidence
in the employment market and job
availability are important factors
in determining the total number of
recruitment transactions each year.
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.
• The Group has a diversified portfolio of
geographies, services and sectors, which
limits the reliance on the success of a
particular market.
• The Board remains vigilant in monitoring political
trends that may impact the employment market.
• The Group continues to develop its contract
business, and broader Talent Solutions offerings
across Workforce Consultancy and Advisory,
which provides more diversified revenue streams
to help support the business in the event of an
economic downturn.
• The Board closely monitors performance
and cost base, such that the impact on profit
is mitigated. The Group has reviewed its
structure to benefit substantially from increased
operational gearing.
Productivity
Global event
A global event (e.g. pandemic or
war) could significantly disrupt
business and have a significant
impact on local and global
economies and markets, and as a
result Group operations.
• The Group has an experienced management
team who continuously monitor the ongoing
economic environment in specific markets
and the impact on the Group’s operations,
additional exposure to risk, and any actions
required as a result.
• The Group has invested in technology and
innovation, enabling effective ongoing
hybrid working.
• Cash flow and working capital forecasts are
prepared, monitored and reviewed regularly to
ensure the Group maintains sufficient liquidity and
action plans to manage such market disruption.
• During the Covid pandemic in c.2020/2021
the Group continued to operate effectively;
and given the counter-cyclical nature of the
Group’s working capital profile, positive cash
balances were maintained.
• In addition, the Group has recently engaged
a treasury consultant to support the development
of additional funding solutions
and to improve the overall efficiency of the
balance sheet with regards to external and
internal funding requirements.
New in
2025
Productivity
Strategic Report
68 Robert Walters plc Annual Report and Accounts 2025
Principal Risks and Uncertainties continued
Risk Actions to mitigate risk
Net risk
trend
Link to our
strategic pillars
Retention and engagement
of key talent
The Group relies heavily on
retaining talented individuals with
the right skill sets and leadership
capabilities to grow the business.
The overall culture and leadership
behaviours of an organisation has
a direct influence on performance,
engagement and retention.
Failure to engage and retain key
employees with the required sales,
management and leadership skills
may adversely affect the Group’s
financial results.
• The Group’s approach of linking bonuses to
profitability in discrete operating units has a high
correlation to the retention of key individuals.
• Long-term incentive schemes form a key part
of a wider strategy to improve levels of staff
retention, particularly of the Group’s senior
employees. Other elements of this strategy that
maximise career opportunities include employee
training, development, internal and international
mobility, and succession planning.
• Performance management is aimed at core
consultant competencies and is focused on
productivity, enhancing management potential,
and key leadership behaviours.
• Through a continuous review of benefits and
compensation, with benefits initiatives being
aligned with employee feedback and market rates;
compensation is kept competitive and Employee
Value Proposition (EVP) aligned.
• A global employee engagement survey, ensuring
we stay connected with our workforce, is
conducted annually.
People
Employee relations
Material employee disputes could
have a negative financial impact on
the Group’s financial results.
Rogue executive behaviour could
also have an adverse impact on the
working environment, culture and
reputation of the Group.
• The Group does not accept or tolerate
inappropriate behaviour and has clear policies and
processes to that effect; including a global code of
conduct, alongside whistleblowing, grievance, and
disciplinary policies and processes.
• Responsibilities between Human Resources (HR)
and Legal are defined.
People
Competition
Competition risk varies in each
of the Group’s main regions
depending on the maturity of the
client and candidate market.
Mature recruitment markets are
highly competitive, giving rise to
pricing pressures.
In less developed recruitment markets,
changes in legislation are affecting
the way companies are tackling
their recruitment needs, increasing
competition from local competitors.
In addition, direct competition
from non-traditional recruitment
firms is increasing.
• The Group has a 40-year legacy in the talent
solutions market; the brand position and entrenched
client relationships that has provided us, continue to
open doors.
• The Group has a Commercial team focused on
the development and maintenance of strong
commercial client relationships, alongside winning
further contracts with large global organisations.
• The Group has a global service offering, with
four core service lines (specialist professional
recruitment, recruitment outsourcing, consultancy
and talent advisory) offering a full range of talent
solutions, filling both permanent and contract roles.
In line with regional and global demands the Group
continues to develop its range of services.
Technology
and innovation
Customer
experience
Annual Report and Accounts 2025 Robert Walters plc 69
Strategic Report Financial StatementsCorporate GovernanceOverview
Risk Actions to mitigate risk
Net risk
trend
Link to our
strategic pillars
Emerging technologies
The advancement and emergence
of new technology platforms
such as web-based applications
and artificial intelligence (AI) for
recruitment purposes may lead to
increased competition, and result
in candidates and clients bypassing
recruitment agencies.
The increasing use of generative AI,
including Large Language Models,
could have an impact on the
recruitment process for both
our clients and candidates.
• The Group reviews and monitors changes in
technology and social media trends to ensure that
it evolves appropriately.
• Through our innovation, marketing 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.
• The Group is seeking to harness fast-
evolving technological change (e.g. the
deployment of AI to reduce human time
given to standardised tasks).
• 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.
• The Group has strong partnerships with key
technology players.
• A Chief Data Officer has been appointed to further
deepen our expertise and is responsible for shaping
our corporate data strategy and unlocking the full
potential of our data assets.
Technology
and innovation
Customer
experience
Customer experience
A negative client or candidate
experience as a result of poor
client or candidate service, data
breach or other dissatisfaction,
could result in complaints, loss of
quality client or candidate base
or loss of referrals; and as a result,
impact our financial results, brand
and reputation.
• 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 are conducting a comprehensive global review
aimed at enhancing our interactions with both
clients and candidates, ensuring the consistent
delivery of best-practice candidate experience
protocols across the Group. This initiative is
reinforced by the integration of candidate Net
Promoter Score (NPS) into our internal KPIs, with
client NPS set to be incorporated in 2026.
• 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 local
senior management.
• The Group has a well-defined whistleblowing
process which can be accessed by employees,
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.
Customer
experience
Technology
and innovation
Strategic Report
70 Robert Walters plc Annual Report and Accounts 2025
Risk Actions to mitigate risk
Net risk
trend
Link to our
strategic pillars
Contracts
The Group engages with
several clients and operates
under contracts which can
include complex contractual
arrangements, compliance
responsibilities and onerous
contractual provisions.
Any unfavourable contractual
provisions, operating without
appropriate limitation of liability; or
non-compliance with contractual
obligations may have an adverse
effect on the Group’s financial
performance and reputation.
• The Group has template agreements with
agreed standard terms and conditions.
• All contractual terms and conditions undergo
a thorough review process before signing. The
legal department ensures that the business fully
understands and evaluates the balance between
risk and reward.
• Contract-related risks, including those
from onerous or non-standard terms, are
actively monitored to ensure compliance with
contractual obligations and the effectiveness of
operational controls. Monitoring outcomes are
reported regularly to the Operating Board.
Customer
experience
Compliance and regulatory
environment
The Group operates in several
diverse jurisdictions, with constant
regulatory change, and must
comply with numerous complex
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, and data protection 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 and regulation across the markets in
which we operate.
• The Group’s legal function, together with local
legal expertise, remains up to date with any
proposed regulatory change, 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.
• There is a dedicated Group Privacy
Counsel responsible for monitoring the
impact of legislative change and increasing
data regulation.
• The Group reviews, together with specialist
expertise as required, carbon reporting
requirements as part of the corporate reporting
process, ensuring appropriate and consistent
disclosures are made.
People;
Customer
experience
Data
Productivity
Principal Risks and Uncertainties continued
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 71
Corporate GovernanceOverview
Risk Actions to mitigate risk
Net risk
trend
Link to our
strategic pillars
Information and
cyber security
A cyber-attack or inappropriate
access to our IT systems could
result in a loss of confidential and
competitive information which
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.
• 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 and
Product Officer, Chief Information Officer, Security
Operations Centre, and Group Privacy Counsel,
with specific remits to consider and ensure that
appropriate and reasonable controls are put in
place in respect of cyber-related threats.
• The Group also has cyber insurance which is
renewed annually.
Customer
experience
Data
Technology
and innovation
Data protection
A critical data breach, loss of
confidential information, misuse
of data, or non-compliance with
regulations could have a material
impact on the Group’s financial
results, an adverse impact on
operations, financial loss due to
penalties and damage to the
reputation of the Group.
• The Group has a Data Protection Officer
responsible for overseeing the handling of
personal data and compliance with Data
Protection laws.
• Appropriate policies, guidance, and training on
data protection are available to all staff.
• All sensitive candidate and client information is
held securely with restricted access.
• The Chief Data Officer is leading the development
of our corporate data strategy and further
strengthening our data capabilities.
Customer
experience
Data
Technology
and innovation
Artificial intelligence
governance
The use and capabilities of generative
and other AI is growing significantly.
Specific laws in this area are starting
to come into play, with the recruitment
industry facing immediate scrutiny
from legislators. At the very least, risk
of non-compliance and regulatory
burden will increase.
Non-compliance with regulations
could have a material impact on the
Group’s financial results, an adverse
impact on operations, financial loss
due to penalties, and damage to the
reputation of the Group.
• The Group has a Data Protection Officer
responsible for keeping the business up to
date with legislation regarding AI, alongside
overseeing compliance with its usage.
• There is a closed generative AI system available
to all staff.
• Appropriate policies, guidance, and training on
the use of AI are available to all staff.
• The Group seeks to harness the power of AI
and automation, whilst ensuring legislation
and regulation requirements are complied with
through all new applications of AI being reviewed
the Group Privacy Counsel alongside other
relevant stakeholders within the Tech Review
Process.
New in
2025
Data
Technology
and innovation
Customer
experience
Productivity
Strategic Report
72 Robert Walters plc Annual Report and Accounts 2025
Risk Actions to mitigate risk
Net risk
trend
Link to our
strategic pillars
Reliance on data integrity and
technology infrastructure
The Group is reliant on its
technological infrastructure and
integrity of data for day-to-day
operations and for delivering client
and candidate services.
A critical infrastructure, system
disruption or systemic error could
have a material impact on the
Group’s financial results, and an
adverse impact on operations and
the reputation of the Group.
Without data integrity, data may
not be reliable or accurate to
support data led decision making.
• The Group continues to review and improve its
business continuity and disaster recovery plans
to mitigate against any critical infrastructure
disruptions.
• Third party advisers are used to perform
penetration tests on major systems
and operations.
• Our disaster recovery processes, which are
regularly reviewed, ensure where possible,
technology access is protected against service
interruptions, including large scale disasters. In
addition, all staff have the tools and flexibility to
work remotely as required.
• The Group has reporting teams who are
responsible for monitoring and reporting on data
integrity, and data quality is promoted.
• The Group has a Chief Data Officer to further
deepen our expertise and is responsible for
shaping our corporate data strategy and
unlocking the full potential of our data assets.
Technology
and innovation
Data
Financial risk
Foreign currency risk
In the course of its core business,
the Group transacts in a number
of foreign currencies that can
give rise to foreign exchange
variances due to the timing of the
underlying transaction and the
subsequent cash settlement of
that transaction.
Further, 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 and cross-border
transactions are kept to a minimum with invoices
raised and settled timely, which minimises the
Group’s transactional exposure.
• The Group continues to monitor the sensitivity to
foreign currency fluctuations through performing
regular exposure reviews wherever possible.
• The Group does not currently hedge foreign
currency risk, though with the engagement of
the external treasury consultant, the position is
being reviewed.
Productivity
Technology
and innovation
People
Customer
experience
Data
Principal Risks and Uncertainties continued
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 73
Corporate GovernanceOverview
Risk Actions to mitigate risk
Net risk
trend
Link to our
strategic pillars
Financial risk continued
Liquidity risk
An adverse cash position, or
the inability to access capital
or 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 maintains sufficient liquidity and remains in
a strong balance sheet position.
• The Group has recently engaged a specialist
treasury consultant, and works with advisers,
to develop additional funding solutions and
enhance compliance with existing financing
arrangements as required.
• The business prepares, monitors and reviews a
13-week rolling weekly cash forecast to identify
cash requirements.
• 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
Engaging with clients with
uncertainty over cash flows
could result in the counterparty
defaulting on its contractual
obligations resulting in financial
loss to the Group, or adverse
financial impact on working capital.
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.
• The Group has revenue assurance procedures
and processes in place.
Transformation and
change management
Poor governance and management
of our significant global projects could
result in increased costs, inefficiencies,
reduced employee engagement, and
risk to business continuity.
• The Group has several governance processes,
including a project management office (PMO)
process, Investment Board, and a Global
Transformation Team (including a Delivery
Assurance Function) to manage significant
projects, transformation, and change.
Productivity
Technology
and innovation
Customer
experience
Climate change
A failure to identify and manage
the impact of climate change
on our business (e.g. acute asset
damage from natural disasters,
opportunity to help stakeholders
adapt to climate change and the
transition to a sustainable economy,
purpose, and EVP) could result in an
adverse impact on our operations,
reputation, the environment or
the Group may lose out on key
opportunities and market share.
• Our disaster recovery processes, which
are regularly reviewed, ensure the Group
can 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.
Productivity
Technology
and innovation
People
Data
Strategic Report
74 Robert Walters plc Annual Report and Accounts 2025
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 64 to 65. 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 66 to 73, 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.
Section 172 Statement
Stakeholder Engagement: pages 64 to 65
Strategic Overview: pages 22 to 25
ESG Strategy: pages 40 to 63
Principal Risks and Uncertainties: pages 66 to 73
Key decisions taken during the year
The balance sheet has been high on the Board’s agenda
in terms of balancing the near-term cautious hiring
environment with the Board’s confidence in the Group’s
medium to long-term outlook. Particularly over the second
half of the year, the Board increased its focus on protecting
the balance sheet – with capital allocation decisions during
the year very much flowing from this.
Capital allocation – ordinary dividend
In July 2025 the Board chose not to declare an interim
dividend alongside the 2025 interim results, and in March
2026 the Board chose not to propose a final dividend in
respect of the 2025 full-year results.
Long-term consequences of decision
When considering this decision, the Board reviewed
12-18 month cash flow forecasts for the business under
various scenarios ranging from recovery in global hiring
markets to further deterioration. At the time of choosing
not to propose a final dividend, the Board’s assumption
continued to be that recovery in hiring markets would be
gradual, and on a market-by-market basis. Therefore,
in order to ensure the Group’s balance sheet continues
to enable the business to execute its strategic and
operational priorities in the near term, the Board was
unanimously of the view that not paying a final dividend in
respect of 2025 was most supportive of this outcome.
Structural cost savings
During the year, the Board supported the executive
directors decision to enact further structural cost
savings initiatives, particularly focused on the Group’s
business partner functions.
Long-term consequences of decision
With 2025 marking a third year the downturn in hiring
markets, and the third year of a double-digit percentage
decline in Group net fees, the Board were mindful of
ensuring that the Group’s cost base was right-sized for
the environment, whilst balancing this with the Group’s
requirement to maintain a high-performing, agile and
resilient business partner function to support the Group’s
pursuit of its medium-term targets. The decisions taken to
enact further structural cost savings therefore sought to
ensure the Group’s core platform remained strong.
Strategic Report approval
The Strategic Report, outlined on pages 1 to 75,
incorporates the 2025 overview, Robert Walters at a
Glance, Chair’s Statement, Chief Executive’s Statement,
Market overview, Strategic overview, Strategy case studies,
Our Business Model, Key Performance Indicators, Our
ESG Strategy, Stakeholder Engagement, Financial Review,
Principal Risks and Uncertainties and Section 172 statement.
By order of the Board,
David Bower
Chief Financial Officer
11 March 2026
Annual Report and Accounts 2025 Robert Walters plc 75
Strategic Report Financial StatementsCorporate GovernanceOverview
Corporate Governance
76 Robert Walters plc Annual Report and Accounts 2025
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 77
Corporate GovernanceOverview
Dear Shareholder
I am pleased to report that your
Company has again fully complied
with the 2024 UK Corporate
Governance Code (the 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.
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
66 to 73 and the Climate-related risks and opportunities
section on pages 54 to 56.
The Board Committees have had an active year.
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.
The Nominations Committee has reviewed talent
development and succession planning within senior
management. The Nominations Committee also led the
appointment process for Andrew Rashbass who joined the
Board on 1 January 2026 as a Non-executive Director.
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 performance review.
Further details can be found on page 91.
On the following pages we describe our corporate
governance framework in more detail.
Leslie Van de Walle
Chair
11 March 2026
Chair’s Introduction to Corporate Governance
Leslie Van de Walle
Chair, Robert Walters
Corporate Governance
78 Robert Walters plc Annual Report and Accounts 2025
Report of the Board
Chair of Committee
A
Audit and Risk
N
Nominations
R
Remuneration
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.
Leslie is also currently Chair of Greencore Group plc.
Board of Directors
Committees:
Leslie Van de Walle
Chair
Appointed: November 2022
Committees:
N
After qualifying as a solicitor, Toby joined the business as a
consultant in 1999 and has since held senior positions leading Robert
Walters' 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 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
company founder, Robert Walters with Toby assuming the role of
global CEO in April 2023.
Toby Fowlston
Chief Executive Officer
Appointed: April 2023
David joined the Board as Chief Financial Officer in September
2023 and brings significant experience of working in
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.
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.
Tanith Dodge
Non-executive Director,
Senior Independent Director
Appointed: February 2017
Committees:
A
N
R
David Bower
Chief Financial Officer
Appointed
September 2023
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 79
Corporate GovernanceOverview
Board Composition
A dynamic and professional leadership team,
focused on delivering our strategic ambition.
1 Chair
2 Executives
5 Non-executives
Michaela is an experienced executive with wide ranging and
international experience in premium consumer products and
media. Michaela spent 14 years at Dyson where she latterly
served as President of China, Hong Kong and Taiwan.
She held other senior positions at Dyson, most notably in global
product development and in market in Japan. More recently,
Michaela served as Co-Chief Executive of ProSiebenSat.1
Entertainment, a German broadcaster and media company
and as interim CEO of Elvie. Michaela also serves as
Non-executive Director of publicly quoted LuxExperience BV
and as Non-executive Director of Illy SpA.
Michaela Tod
Non-executive Director
Appointed: June 2023
Committees:
Andrew is a proven strategic leader with over 30 years of
experience in international corporations. Andrew has worked
across Europe, North America and Asia. He previously served as
Chief Executive Officer of Euromoney Institutional Investor plc
from 2015 to 2022, prior to which he served as Chief Executive
Officer of Reuters and before that of The Economist Group. Since
then, Andrew has founded and chairs ScultureAI, which helps
organisations shape their culture for success - deploying AI to
help deliver this. He also serves as a Director of Harvard Business
Publishing, the publishing wing of Harvard Business School.
Andrew Rashbass
Non-executive Director
Appointed
January 2026
N
R
A
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.
Jane Hesmondhalgh
Non-executive Director
Appointed: June 2023
Committees:
N
R
A
Matt joined the Board in December 2021. He brings a broad
range of experience from different sectors and is currently the
Chief Financial Officer of Cera Care Limited, a digital-first home
healthcare provider. Previously, Matt was Group CFO of Micro
Focus International plc, one of the world’s largest enterprise
software providers, and completed its sale to Open Text Inc for an
Enterprise Value of $6bn in early 2023. Before this, 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.
Matt Ashley
Non-executive Director
Appointed: December 2021
Committees:
A
N
R
Corporate Governance
80 Robert Walters plc Annual Report and Accounts 2025
Division of responsibilities
Division of responsibilities between Chair and Chief Executive
Report of the Board continued
Leslie Van
de Walle
Chair
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 otherwise deemed
inappropriate.
Tanith Dodge
Non-executive
Director
The Board has shown its commitment
to dividing responsibilities for the Board
and running the Company’s business
by keeping the roles of Chair and Chief
Executive separate. The roles are set out
in writing and have been approved by
the Board.
The key responsibilities of the Chair and
Chief Executive are summarised below:
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.
Toby Fowlston
Chief Executive
Officer
Board balance and independence
The Board comprises the Chair, two
Executive Directors and five 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, that
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 in 2025,
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; having served
for no more than nine years from the
date of their appointment to the Board;
The independent Non-executive
Directors met a number of times
during the year without management
present; and
Andrew Rashbass was appointed as an
independent Non-executive Director
at the beginning of 2026 and Tanith
Dodge will be retiring from the Board
at the 2026 AGM having served on the
Board for nine years.
Leslie Van
de Walle
Chair
Tanith Dodge
Non-executive
Director
Michaela Tod
Non-executive
Director
Matt Ashley
Non-executive
Director
Andrew Rashbass
Non-executive
Director
Jane
Hesmondhalgh
Non-executive
Director
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 81
Corporate GovernanceOverview
Statement of compliance with the UK Corporate Governance Code
The Company has fully complied throughout the year ended 31 December 2025 with the Code provisions set out in
the 2024 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 92 to 122.
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 74. Likewise, our purpose underpins our
dynamic culture and our core values of integrity, inclusivity, innovation and unity.
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 44 to 45.
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 values of integrity, inclusivity, innovation and unity are evident throughout our ESG
Strategy section on pages 40 to 63. 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 120, 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 the 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 64 to 65.
Corporate Governance
82 Robert Walters plc Annual Report and Accounts 2025
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 plans, 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;
• 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; and
• 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 well 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 reporting through the Chair 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 85 to 89.
Report of the Board continued
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 83
Corporate GovernanceOverview
Nominations Committee
The Nominations Committee met five times during the year and its activities include:
• Leading the recruitment process and recommending the appointment of Andrew Rashbass as Non-executive
Director in January 2026;
• Monitoring the Board’s structure, size, composition and diversity to maintain a balanced and effective Board in terms
of skills, knowledge and experience;
• Considering all aspects of the Board with regard to executive succession planning;
• Reviewing the leadership capabilities, needs and succession planning of the Group including identifying and
developing talent;
• Recommending changes in the membership of the Board Committees;
• Assessing potential conflicts of interest of all Directors; and
• 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 90 to 91.
Remuneration Committee
The Remuneration Committee met four times during the year and its activities include:
• Engaging with shareholders, proxy advisers 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 and senior leadership team;
• Approving the targets and performance assessments for performance-related incentive schemes; and
• Overseeing the operation of incentive schemes and awards and determining whether the performance criteria had
been met.
Further information on the work of the Remuneration Committee during the year can be found on pages 92 to 122,
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, the Remuneration Committee and, where relevant, the Nominations
Committee. By invitation of their Chairs, Leslie Van de Walle also attended all Audit and Risk and Remuneration
Committee meetings.
Board
(11 meetings)
Audit and Risk
Committee
(3 meetings)
Nominations
Committee
(5 meetings)
Remuneration
Committee
(4 meetings)
L Van de Walle 11 3 5 4
T Fowlston 11 3 5 4
D Bower
1
11 3 4 4
T Dodge 10 3 5 4
M Ashley 11 3 4 4
J Hesmondhalgh 11 3 5 4
M Tod 11 3 5 4
1.
David Bower is not a member of the Nominations Committee and was not invited to attend one of its meetings during the year.
Corporate Governance
84 Robert Walters plc Annual Report and Accounts 2025
Governance of climate matters
Climate change continued to be a key focus for the Group in 2025 and is now part of the Group’s strategic growth
drivers. The Board reviewed the impact of climate change and Group’s management of the financial risks from climate
change twice yearly. Further details can be found within our environmental pillar and on pages 54 to 56 for our climate-
related risks and opportunities.
The environmental targets have been part of the Executive Directors KPIs for 2025 and can be found in the Report
of the Remuneration Committee on page 108.
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 2025 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 85 to 89 and provides details of the role and
activities of the Committee and its relationship with the external auditor.
Leslie Van de Walle
Chair
11 March 2026
Report of the Board continued
Annual Report and Accounts 2025 Robert Walters plc 85
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
Committee for the year ended
31 December 2025.
Composition of the Audit and Risk Committee
The members of the Committee are appointed by the
Board from the Non-executive Directors of the Company.
The Committee’s terms of reference include all matters
indicated by Disclosure Guidance and Transparency
Rule 7.1 and the UK Corporate Governance Code (the
Code) relevant to its work. The terms of reference are
considered annually by the Committee and are available
on the Company’s website.
Members of the Committee during 2025 included
myself (Chair), Tanith Dodge, Michaela Tod, and Jane
Hesmondhalgh; all of whom are independent Non-
executive Directors. Tanith Dodge will be retiring from the
Committee and the Board at the 2026 AGM having served
on the Board for nine years, and we thank her for her
invaluable contributions to the Committee over her tenure.
The Committee met three times during 2025, with
full attendance at each meeting. The Committee’s
composition was reviewed during the year, and both the
Board and the Committee were satisfied it had sufficient
expertise and resources to fulfil its responsibilities
effectively, including those relating to risk management
and control.
As Chair, I invited the Chair of the Board, Executive
Directors, Chief Legal Officer, Group Financial Controller,
Head of Internal Audit (until April), Senior Group Internal
Audit Manager (who assumed all responsibilities of the
Head of Internal Audit during their maternity leave),
and representatives from BDO LLP (external auditor) to
attend each meeting. Additionally, the Chief Technology
& Product officer was invited and present for two out of
three meetings to provide insight on technology-related
risks and initiatives.
Role of the Audit and Risk Committee
The Committee plays a critical role in overseeing financial
reporting integrity, internal controls effectiveness, risk
management processes, compliance with regulatory
requirements, and ensuring transparency in disclosures.
During 2025, significant focus was placed on aligning
practices with Provision 29 updates to enhance reporting
clarity around principal risks and the effectiveness of
material controls.
Strategic Report Financial StatementsCorporate GovernanceOverview
Matt Ashley
Audit and Risk Committee Chair
Robert Walters
Corporate Governance
86 Robert Walters plc Annual Report and Accounts 2025
Report of the Audit and Risk Committee continued
Key Highlights of 2025
The following key highlights represent the most significant
areas of focus for the Committee during 2025:
Emerging technologies and AI governance
Recognising the growing importance of emerging
technologies, particularly artificial intelligence (AI),
the Committee reviewed frameworks addressing
AI compliance risks alongside opportunities for
business innovation. A Code of Ethics related to AI
was discussed as part of broader technology risk
mitigation efforts.
The appointment of Andrew Rashbass (as
highlighted within the Chair's Introduction to
Corporate Governance on page 77) as an
independent Non-executive Director from January
2026 further strengthens oversight capabilities
in this area, given his expertise in AI governance
through his role as founder of ScultureAI.
Principal risks and Provision 29 preparations
The Committee continuously reviews the Group’s principal
risks to ensure they remain relevant and aligned with
the evolving business environment. In 2025, a detailed
refinement of these risks was undertaken specifically in
preparation for the enhanced reporting requirements
under Provision 29 of the UK Corporate Governance
Code. This exercise involved narrowing a long list of key
risks into a focused set of principal risks, as outlined in
the Strategic Report: Principal Risks and Uncertainties
on 66 to 73. As part of this process, each principal risk
was mapped to its corresponding material control and
strategic priority, providing clarity on how risks align with
broader business objectives.
In strengthening the alignment between principal risks
and their associated material controls, the Committee
worked to refine control definitions to ensure they were
clearly articulated and identified robust assurance
methodologies to validate the effectiveness of
these controls. To support ongoing monitoring and
assessment, risk heat maps visually representing gross
and net risks were reviewed. These tools enabled the
Committee to monitor mitigation strategies effectively
and assess whether they remained consistent with the
Group’s defined risk appetite.
To provide additional focus on principal risks, material
controls, and their continuous improvement, the
Committee discussed introducing an additional annual
meeting. Progress updates on these risks were presented
at each Committee meeting throughout the year.
Significant accounting judgements and
estimates – goodwill impairment reviews
Goodwill impairment testing was a key area of
focus during 2025. The Committee reviewed
management’s valuation models, including cash flow
forecasts, discount rates, and growth assumptions.
The Committee challenged management on the
robustness of these assumptions and considered
alternative scenarios to ensure goodwill balances
were not overstated. Recommendations were made
to enhance disclosures around sensitivity analyses and
key judgements applied. These enhancements reflect
our commitment to transparency in financial reporting.
Cyber security oversight
Cyber security remains a critical area of focus due
to increasing global threats. During 2025, the
Committee oversaw several initiatives aimed at
enhancing resilience, including investments in
advanced protection measures, employee training
programs, and the development of a new three-year
cyber security strategy scheduled for presentation
in early 2026.
Discussions emphasised governance structures
supporting cyber risk management and highlighted
both preventative measures against potential attacks
and recovery strategies to minimise disruption.
The Committee continues to monitor this evolving
risk closely.
Annual Report and Accounts 2025 Robert Walters plc 87
Strategic Report Financial StatementsCorporate GovernanceOverview
Other significant matters considered by the
Audit and Risk Committee
In addition to the key highlights on the previous page, the
Committee addressed several other important matters
during 2025:
Legal and regulatory compliance
Discussions covered EU pay transparency requirements,
which aim to promote fairness in compensation practices
by mandating greater disclosure of salary ranges and
pay structures to address gender pay gaps and ensure
equitable treatment across roles. The Committee
also explored worker classification trends across
European and global markets, focusing on evolving
regulations that distinguish between employees and
independent contractors, as well as the implications these
classifications have on labour rights, tax compliance,
and organisational risk management. Additional topics
included data protection risks, whistleblowing procedures,
grievance handling processes, and compliance risks
related to AI and automated decision-making. The
Committee also reviewed fraud detection and prevention
systems, alongside controls for anti-money laundering,
anti-bribery, and non-compliance.
Health & safety reporting
The updated process for gathering health and safety
information was reviewed by the Committee. It was noted
that results obtained through this process did not indicate
any significant risks or issues.
Significant accounting judgements and estimates
The Committee assessed the reasonableness of
management’s judgements and estimates. The Group
Financial Controller presented papers on significant
accounting judgements and estimates twice during the year,
covering internal controls and audit focus areas. The external
auditors reviewed these estimates for appropriateness and
potential bias, reporting their findings to the Committee.
The Committee reviewed the Group’s draft full-year
and half-year results, along with the external auditor’s
detailed reports, focusing on accounting policies, significant
estimates, and whether disclosures were balanced and fair.
The Committee also assessed compliance with applicable
laws and regulations, including the UK Listing Rules and
Disclosure Guidance and Transparency Rules. Key areas of
focus in 2025, including specific judgements considered by
the Committee, are outlined below.
Revenue recognition – permanent placements
Revenue for permanent placements is recognised when a
candidate accepts a position and a start date is determined.
Management applies a provision, based on historical
evidence, for placements where candidates may reverse
their acceptance prior to or shortly after the start date. The
Committee reviewed the criteria for revenue recognition and
was satisfied with management’s judgements, including the
calculation of back-out provisions.
Key revenue assurance controls, previously performed by
local teams, are now managed by a global team, enhancing
efficiency and independence. Internal audit regularly
reviews these controls, including revenue recognition and
earned but not invoiced revenue, and confirmed they are
operating effectively.
Revenue recognition – temporary placements
Revenue from temporary placements is recognised when
the service has been provided. Rate cards, particularly
in the recruitment outsourcing business, determine
temporary worker rates and calculate billable amounts.
The Committee reviewed revenue recognition processes
with management, internal audit, and the external auditor,
concluding that management’s approach aligns with
the accounting policy and that judgements made were
appropriate. Internal audit confirmed that controls over
rate card changes are designed and operating effectively
to ensure accurate processing and recording.
Deferred tax assets
The Committee reviewed the recognition and recoverability
of deferred tax assets across the Group, ensuring alignment
with applicable tax regulations and accounting standards.
Particular focus was placed on jurisdictions where there
were historical losses or changes in local tax legislation.
The Committee challenged management’s assumptions
regarding future taxable profits and their ability to utilise
these assets, particularly in light of economic uncertainties.
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,
including the methodology, key assumptions, and results of
reverse stress testing. Further details on going concern can
be found on pages 126 to 127 and further details around the
bank overdrafts and borrowings can be found in note 14.
For the three-year period ending 31 December 2028, the
Group’s financing arrangements include:
• Net funds totalling £26.2m (this is net of any facility
drawn down at 31 December 2025);
• A committed invoice discounting financing facility of
£35.0m, which expires in March 2029; and
• Net current assets of £38.7m at 31 December 2025.
The Committee also oversaw a project initiated by
management to enhance the Group’s financing
arrangements and governance framework. As part of this
initiative, an external treasury consultant was engaged to
perform a comprehensive review of the Group’s financing
structure and related governance processes. The objective
of this project is to secure improved financing facilities that
better align with the Group’s strategic objectives while
ensuring robust governance practices are in place to support
long-term financial stability.
Corporate Governance
88 Robert Walters plc Annual Report and Accounts 2025
Going concern and viability statement continued
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
pages 126 to 127.
Based on the current financing position, projected cash
flows, market uncertainty, and progress made on enhancing
financing arrangements, the Committee concluded that the
going concern assumption was appropriate.
Future accounting standards
The Committee receive regular updates on changes to
accounting standards and their potential impact on the
Group’s Financial Statements. During 2025, there were no
changes to accounting standards that materially impacted
the business. The Committee will continue to monitor
developments in accounting standards to ensure compliance
and assess any future implications for financial reporting.
Fair, balanced, and understandable reporting
In 2024, the Financial Reporting Council (FRC) reviewed our
2023 Annual Report and Accounts.
Although the FRC required no specific disclosure
improvements, we proactively enhanced disclosures with
regards to the assessment of the carrying value of goodwill
in the 2024 Annual Report and Accounts to improve
transparency and provide stakeholders with clearer insights
into key judgements. Similar enhanced disclosures have been
included in the 2025 Annual Report and Accounts.
The Committee reviewed the final draft of the 2025 Annual
Report and Accounts before Board approval, assessing
whether it was fair, balanced, and understandable, and
provided shareholders with sufficient information to evaluate
the Group’s performance, business model, and strategy.
This assessment was supported by:
• Drafting by senior management under the Head of
Investor Relations and Group Financial Controller;
• A thorough verification process for factual accuracy;
• Reviews by Executive Directors and senior
management; and
• Review of an advanced draft by two Operating
Board members.
The Committee concluded that the 2025 Annual Report and
Accounts is fair, balanced, and understandable, meeting the
requirements of the Code.
Internal audit, risk management, and internal controls
The Committee monitored and reviewed the effectiveness
of the Group’s internal controls and its risk management
processes. The Committee was supported in its review by a
number of processes, including the following:
• At the end of 2024, the Committee approved the
internal audit plan for 2025;
• During the year, risk refinement and control definition
work were completed in preparation for Provision 29
as detailed in the Key Highlights of 2025 on page 86,
alongside continuous reviews of the Risk Register to
ensure ongoing identification and consideration of
emerging risks, as detailed in the Strategic Report:
Principal Risks and Uncertainties on pages 66 to 73;
• The output of the risk refinement and control definition
work, including continuous reviews of the Risk Register
and mitigation measures, was presented to the
Committee and formed the basis of the internal audit
plan for 2026;
• The internal audit function reviewed and tested the
effectiveness of risk-mitigating controls to ensure that
risks were being managed properly and effectively;
• During the year, the internal audit function delivered
significant geographic and financial coverage, as well
as risk-based assurance across a wide remit, including
operational activities and business partner functions;
• Internal audit provided regular updates on key business
processes, including new findings, progress on prior
recommendations, and follow-ups on management
actions to address control weaknesses;
• Each local management team continued to consider
key risk areas, performing at least annually, a specific
periodic review of their internal controls; and
• The Committee reviewed the independence and
objectivity of the internal audit function and concluded
that it was fit for purpose.
During the Head of Internal Audit’s maternity leave from
May onward responsibilities were seamlessly assumed by
the Senior Group Internal Audit Manager. This ensured
continuity in internal audit activities and reporting
throughout the year. The Head of Internal Audit (or their
delegate) was present at each meeting to present on and
discuss these matters. At the end of 2025, the Committee
approved the internal audit plan for 2026.
Report of the Audit and Risk Committee continued
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 89
Corporate GovernanceOverview
Assessment of effectiveness of external audit process
In line with the Committee’s Terms of Reference, the
Committee assessed the effectiveness of the external audit
process by gathering feedback through discussions with
management, senior finance employees across the Group,
and the external auditor. BDO underwent an Audit Quality
Review (AQR) inspection by the Financial Reporting Council
(FRC) in respect of the year ended 31 December 2023, which
was concluded in 2025. The FRC report was issued to Robert
Walters, which was carefully considered by the Audit and
Risk Committee. To gain deeper insight into the findings,
I met directly with the AQR team. Following this, BDO
incorporated the AQR recommendations into their audit
plan for the 2025 Annual Report and Accounts to address
areas for improvement.
The CFO and I also met with BDO’s Head of Audit (Dominic
Stammers) and Audit Partner to discuss enhancements to
the audit process for the 2025 Annual Report and Accounts.
Subsequently, Dominic Stammers met with the Group
Financial Controller to establish Service Level Agreements
(SLAs), further strengthening external audit effectiveness
through clearer expectations and improved collaboration.
Private discussions were held with BDO LLP at all three
Committee meetings during the year, providing an
opportunity for open dialogue without management
present. Topics discussed included management’s
preparedness and efficiency in relation to the audit,
strengths and any perceived weaknesses within the financial
management team, confirmation that no restrictions
on scope had been imposed by management, and how
professional judgement had been exercised.
The Committee would like to thank the AQR team for their
work in continually improving audit standards across the
industry. Based on these discussions, formal feedback from
the AQR process, and ongoing assessment throughout
the year, the Committee remains satisfied with both the
efficiency and effectiveness of the external audit process.
Reappointment of auditor
The Committee is responsible for recommending to the
Board the appointment of external auditors and their
remuneration. BDO LLP has served as the Group’s auditor
since 2019, with Sandra Thompson acting as Lead Audit
Partner since 2022. Following a review during the year, the
Committee remains satisfied with both the effectiveness
and independence of BDO LLP. There are no contractual
obligations restricting our choice of external auditor.
Independence of our external auditor
The Committee recognises the importance of auditor
independence and reviews services provided by the auditor
and associated fees annually. Any non-audit fees require
prior approval from the Committee, in line with its policy on
non-audit services, which complies with Code requirements.
During the year, in line with the policy, approval was
received from the Committee for non-audit service
provided by BDO France. This service involved issuing
two turnover certificates requested by a bank, which are
required to be undertaken by an auditor. The fee (€1,000
for the year ended 31 December 2025) was insignificant
compared to overall audit fees. The Committee agreed
with this conclusion.
The Committee is satisfied that the auditor is independent.
Responsibility for recommending the appointment,
evaluation, or dismissal of the external auditor remains
with the Committee.
Raising concerns confidentially
The Group’s whistleblowing procedures provide confidential
channels for employees, clients, suppliers, and candidates
to raise concerns of possible impropriety, with appropriate
follow-up action. Reports on such matters are shared with
Board members.
Approval
This report was approved by the Board of Directors on
11 March 2026 and is signed on its behalf by:
Matt Ashley
Audit and Risk Committee Chair
11 March 2026
Corporate Governance
90 Robert Walters plc Annual Report and Accounts 2025
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,
Michaela Tod and Jane Hesmondhalgh.
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
2025 Annual General Meeting, considering that each
Director had both sufficient time available to meet Board
responsibilities and other significant commitments which
are disclosed in the Report of the Board on page 83.
We are committed to equality of opportunity regardless
of gender, sexual orientation, race, age, disability
or religious belief. The Board remains committed to
increasing its diversity, and the Board vacancies are
always filled following a robust selection process.
The appointment of Andrew Rashbass followed such
a selection process. Following a review for suitable
candidates, interviews took place both by the members of
the Nominations Committee and by the other members of
the Board. As part of the Group’s wider control of costs,
the process also involved interviews by senior recruitment
executives within the Group rather than engagement of
an external search firm or external advertising. Following
review of the results of the process, the Nominations
Committee recommended the appointment of Andrew
Rashbass to the Board which made arrangements for his
appointment effective 1 January 2026. The Board met the
targets on board diversity set out in UKLR 6.6.6 (9) as at 31
December 2025 in that at least 40% of the individuals on
the Board are women; the position of Senior Independent
Director is held by a woman; and one individual on the
Board is from a minority ethnic background. This will be
kept under review as the Board evolves on an ongoing
basis after the retirement of Tanith Dodge from the
Board at the 2026 AGM having served on the Board as an
independent Director for nine years.
The Nominations Committee has written terms of
reference which are available on the Company’s website.
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 for inspection upon request.
Board composition
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 and
confidential line.
Leslie Van de Walle
Chair
Robert Walters
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 91
Corporate GovernanceOverview
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 review
In line with the Code, we conduct a formal and rigorous
performance appraisal of the Board, its Committees,
the Directors and the Chair annually, recognising that
our effectiveness is critical to the Group’s continued
long-term success. For the 2024 performance review
year, we engaged an external facilitator. For the 2025
performance review, the process was internally facilitated,
led by the Chair. This included a tailored and detailed
questionnaire that specifically included, among other
areas, Board effectiveness, strategic approach and risk
assessment. It also included individual discussions 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 and process for any
matters that were considered needing additional
attention, and an agreement of the Board priorities for
2026. Overall, and recognising the challenging year for
the business, the outcome of the performance review was
positive with progress noted on the areas of focus raised
in the previous evaluation. This process did not identify
any material issues that needed to be addressed. Areas
where actions were agreed included:
• Ongoing focus on business performance as well as
longer-term strategy;
• Continued review and anticipation of changes in each of
the Group’s markets;
• Ongoing organisational development to maximise and
respond to business opportunities;
• Completion of the transition of the roles of Tanith
Dodge in the context of her upcoming retirement from
the Board; and
• Review of progress on agreed actions during the year.
Regular re-election of Directors
In line with the recommendations of the Code, the Board
has agreed to submit all Directors who served during
2025 for annual reappointment, other than Tanith Dodge
who will be retiring from the Board at the 2026 AGM. As
a result of their annual performance evaluation, the Chair
considers that their individual performance continues
to be effective, with each Director demonstrating
commitment to their role. Andrew Rashbass will also be
submitted for appointment by shareholders at the 2026
AGM, this being the first AGM since his appointment by
the Board effective 1 January 2026. The Chair is pleased
to support the re-election of these Directors, as does the
Committee and the Board.
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 2025 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
11 March 2026
Corporate Governance
92 Robert Walters plc Annual Report and Accounts 2025
Report of the Remuneration Committee
•
Tanith Dodge
Remuneration Committee Chair
Robert Walters
Directors’ Remuneration Report at a glance
The difficult trading challenges experienced for the previous 2 years continued
throughout 2025. Group loss before taxation was £19.6m in 2025 (2024: profit
before taxation of £0.5m).
The vesting outcome of the performance shares granted in 2023 is 4.7%.
In the context of the Group's performance, the Remuneration Committee has
however determined that no shares will vest for Executive Directors both past
and present. Other participants (below plc Board level) will however benefit
from these performance shares vesting.
The Remuneration Committee
set stretching but realistic
performance targets for annual
bonus, which were aligned to the
business strategy.
In light of the financial
performance for the year, the
annual bonus outturn was 0%
of maximum.
Executive Directors waived an
increase in their base salary from
1 January 2026. The increases
for UK and Group employees
averaged 3.0%.
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 93
Corporate GovernanceOverview
The Report of the Remuneration Committee is divided
into two sections:
• The Directors’ remuneration policy which sets out the
Group’s intended remuneration policy for Directors which,
subject to the approval by shareholders, will be effective
from the 2026 Annual General Meeting. The Directors’
remuneration policy is subject to a binding vote.
• The Annual Report on remuneration details payments
made to Directors in 2025. It shows the link between
Group performance and remuneration for the 2025
financial year and the intended approach to be applied
for the 2026 financial year. The Annual Report on
remuneration is subject to an advisory vote at the 2026
Annual General Meeting.
Principles of pay across Robert Walters
The 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 objective is to ensure that our shareholders receive
value for money from our investment in remuneration.
The total employee pay cost in 2025 was £217.8m of which
the Executive Directors’ total remuneration in 2025 was
0.5% of this. The Committee’s remit includes the review and
approval of the Operating Board’s pay, bonus payments
and share awards. The Committee also reviews decisions
on the remuneration of employees throughout the business.
In addition to my role as Remuneration Committee Chair
during 2025, I have undertaken additional engagement
internally to provide the Board with greater visibility of
employee-related matters across the Group.
The Remuneration Committee takes all these factors into
account when setting policy and assessing outcomes for
the Executive Directors’ remuneration, thereby ensuring
the alignment of incentives with the culture of the Group.
Share ownership is considered to be a key element of
remuneration across the Group and 123 current senior
employees, including the Executive Directors, participate
in the performance share plan, the Group's long-term
share incentive scheme.
The Group’s performance in 2025 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 15% to £274.2m and a
decrease in profit before taxation from £0.5m to a loss
before taxation of £19.6m. 83% of our net fee income now
comes from outside the UK and only 9% of recruitment net
fee income from the financial services sector. Basic loss
per share was 40.7p, compared to the prior year basic
loss per share of 9.1p.
Pay decisions and outcomes in 2025
Annual Bonus
The performance measures for the 2025 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 loss before taxation for the year of £19.6m was
substantially 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.
The specific strategic KPIs set at the start of the year
included both individual objectives for the Executive
Directors and team objectives. Key areas of focus in 2025
included delivery of strategic objectives, financial targets,
operational delivery and ESG targets.
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.
Long-term incentive plan
The Group’s earnings per share (EPS) was negative 40.7p
and below the threshold of the performance range and
will result in the lapse of the performance shares granted
in 2023 under the EPS performance condition.
The Group’s total shareholder return (TSR) over the
three-year performance period was negative 68.32%
compared to a relative result for the FTSE Small Cap
Index performance of 35.95% at threshold, resulting in the
lapse of the performance shares granted in 2023 under
the TSR performance conditions.
The cumulative cash conversion (CCC) threshold has
not been met again resulting in the lapse of the
performance shares granted in 2023 under the CCC
performance condition.
The Group has however achieved 6 of the 10 ESG
objectives over the performance period resulting in 4.7%
vesting of the performance share granted in 2023 under
the ESG performance conditions.
The final result therefore is that 4.7% of the performance
shares awarded in 2023 would vest in March 2026. In the
context of the Group's performance, the Remuneration
Committee has however determined that no shares will
vest for Executive Directors both past and present. Other
participants (below plc Board level) will however benefit
from these performance shares vesting.
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.
Corporate Governance
94 Robert Walters plc Annual Report and Accounts 2025
Report of the Remuneration Committee continued
“ Our objective is
to ensure that our
shareholders receive
value for money from
our investment in
remuneration.”
Tanith Dodge
Remuneration Committee Chair
New Directors’ remuneration policy and
implementation of policy for 2026
The current Directors’ remuneration policy was approved
at the 2023 AGM and therefore requires reapproval at the
2026 AGM.
The Committee is mindful that developments in
market practice, including the use of a combination of
performance and restricted shares could be more effective
for long-term incentives in Robert Walters given the volatile
nature of the markets in which it operates and the global
nature of our workforce.
However, the Committee believes that it is not the right
time to change this policy which has helped to support
the strategic business objectives of the Group in order to
attract, retain and motivate our Executive Directors.
Therefore, a renewal of the current policy, with only one
change allowing a part or all of the fees of the Non-
executive Directors to be paid in Robert Walters plc shares,
will be put to shareholders for approval at the 2026 AGM.
The Committee will however continue to monitor its
effectiveness and may consider submitting a new policy
within the usual three-year timeframe. Any material
changes would be the subject of consultation with major
shareholders and would be subject to a shareholder vote
at the appropriate time.
Details of 2026 base salary increases
In view of 2025 performance and the ongoing challenging
trading conditions, both Toby Fowlston and David Bower
offered to not take base salary increases as of 1 January
2026, which the Remuneration Committee accepted. The
wider workforce across the UK and the Group received on
average a 3.0% base salary increase as of 1 January 2026.
Details of the 2026 annual bonus and LTIP awards
For 2026, 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 (60%
weighting);
• Group cash flow and growth targets (20% weighting); and
• Key Performance Indicators (20% weighting).
The Committee has decided that the 2026 PSP awards
for Toby Fowlston and David Bower will revert to 180%
of base salary (the maximum award of 200% of base
salary was made in 2025). The Committee is cognisant
of the current share price and the impact this has on
the number of shares which may be granted as part
of this normal award in May 2026. The Committee will
therefore monitor the awards across the vesting period
and will be able to moderate the actual outcomes if it
is felt that there has been an inappropriate windfall.
Prior to vesting the Committee will review the outcome in
order to consider whether there is a risk of windfall gains.
These shares will be subject to EPS, TSR, free cash flow
and ESG performance measures. Full details are set out
on pages 117 to 118.
Non-executive Director fees for 2026
In view of the difficult ongoing trading conditions and
business performance over the last few years, the
Chairman and the Non-executive Directors have agreed
to a reduction in their fees for 2026. The revised fees are
shown on page 119.
After 8 years as Remuneration Committee Chair and
9 years as a Non-executive Director, I will be stepping
down from both roles at the April 2026 AGM.
I look forward to your continued support on all of the
resolutions relating to remuneration at the Annual
General Meeting on 30 April 2026.
Tanith Dodge
Remuneration Committee Chair
11 March 2026
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 95
Corporate GovernanceOverview
Total employee pay 2025
The employee pay cost in 2025 was
£217.8m
of which the Executive Directors’ total
remuneration in 2025 was
0.5%
Employee salary increases
2025 average increase in all
employee salaries
4.0%
2026 budgeted average increase
in UK employee salaries
3.0%
Principles of pay
The 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
96 Robert Walters plc Annual Report and Accounts 2025
Directors’ remuneration policy
The first part of this report details
the Group’s remuneration policy
(the policy) for Executive Directors.
Shareholders are being asked to
approve the policy at the 2026
Annual General Meeting in April
and, if approved, the policy will take
effect from the AGM and, unless the
Committee determines otherwise,
will be in place for three years.
The Committee believes that the current policy, which
was originally approved at the AGM on 27 April 2023,
remains effective and shareholders will be asked to
vote on the new policy which, other than one change
highlighted below, is the same as the previously approved
policy. The policy is designed to support the strategic
business objectives of the Group in order to attract, retain
and motivate our Executive Directors and continues to
do so. We place considerable importance on pay for
performance, on setting tough targets and on share
ownership, which is in line with the entrepreneurial culture
of the Group.
How the Committee sets remuneration
The Committee reviews the Group’s remuneration
philosophy and structure each year to ensure the
remuneration framework remains effective in supporting
the Group’s business objectives. The review ensures
that there is external input from professional advisers,
consideration of the remuneration structures and
quantum of the internal workforce and the performance
of the business. The Committee seeks to ensure that
the policy is in line with best practice and fairly rewards
individuals for the contribution to the business, having
regard for the size and complexity of the Group’s
operations and the need to motivate and attract
employees of the highest calibre. When reviewing the
policy, the Committee were mindful of the factors set out
in the UK Corporate Governance Code.
Report of the Remuneration Committee continued
Clarity
The proposed policy is in line with the previous policy,
so is already embedded into the business and is well
understood by participants and shareholders alike.
Predictability
The possible reward outcomes under the policy
are quantifiable. The illustrations of the policy in
operation clearly show the potential performance
scenarios and resulting pay outcomes.
Simplicity
The policy continues to have a single share-
based long-term incentive scheme with clear
measures which deliver pay outcomes aligned with
performance over that period.
Proportionality
Share-based incentives are proportionate to
salary, and as the Group scales in size, percentage
outperformance inherently moderates. The
policy is designed to incentivise Executive
Directors to meet the Company’s key objectives
and, consequently, a significant portion of total
remuneration is performance related.
Risk
The policy addresses remuneration risk by balancing
quantum of performance based reward with
minimum required shareholding and sensible and
stretching performance criteria. The total remuneration
package links corporate and individual performance
with an appropriate balance between long-and short-
term elements, and fixed and variable components.
Culture
The policy is structurally consistent with that for
other senior employees and is consequentially
culturally aligned.
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 97
Corporate GovernanceOverview
Change in the new policy
As noted above, the current policy is considered to be effective in supporting the strategic business objective and
therefore only one change is proposed for the new policy:
• the Company may pay a Non-executive Director their fees partly or all in Robert Walters plc shares.
Executive Directors’ remuneration policy
The table below sets out the detailed workings of each component of total remuneration which will be effective from
the AGM on 30 April 2026.
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 defined contribution ‘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
98 Robert Walters plc Annual Report and Accounts 2025
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 2025 Robert Walters plc 99
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.
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.
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 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
100 Robert Walters plc Annual Report and Accounts 2025
Notes to the policy table:
In operating the policy, the Committee retains the
following discretions:
(a) The Committee will retain the right to adopt performance
measures, targets and weightings (within the framework
of policy) as appropriate at the beginning of each plan
cycle to reflect the Group’s current operations.
(b) The Group may operate all-employee awards such
as the Robert Walters Group plc Save As You Earn
(SAYE) Option Scheme, which is an HMRC-approved
scheme open to all permanent UK employees.
Executive Directors will be eligible to participate in such
arrangements on the same terms as other employees
up to the relevant maximum limits.
(c) The Committee operates the annual bonus, deferred
bonus, PSP and all-employee share plans in accordance
with their respective rules, the Listing Rules and, where
appropriate, HMRC rules. The Committee retains a
number of discretions, in accordance with the rules of
those plans, to ensure the efficient operation of the plans,
which include but are not limited to:
(i) The participants of each award plan.
(ii) The timing of award grant, vesting or payment.
(iii) The award quantum (although limited to that set out in
the policy table on page 118).
(iv) The determination of good/bad leaver status for
incentive plan purposes.
(v) How to deal with a change of control situation.
(vi) Any adjustments which are required to take account
of, for example, a variation in share capital.
(d) The Committee may vary the performance conditions
to take account of events that the Committee considers
to be exceptional, which cause the Committee to
consider that the performance conditions would not,
without the change, achieve their original purpose,
provided the Committee considers the varied conditions
are fair and reasonable and not materially less
challenging than the original conditions would have
been but for the event in question.
(e) The Committee retains discretion in exceptional
circumstances to adjust pay outcomes under the incentive
plans (for example, that would otherwise result by
reference to formulaic outcomes alone).
(f) The Committee may make minor changes to this policy
(for example for regulatory, exchange control, tax or
administrative purposes or to take account of a change
in legislation or corporate governance requirements
or guidance) without seeking shareholder approval for
that amendment.
(g) The Committee retains discretion to grant recruitment
related awards under the PSP to facilitate recruitment
policy on the terms outlined below.
Selection of performance measures
In relation to the annual bonus:
(h) The Committee will select the most appropriate
performance measures based on the strategic priorities of
the business at that time. Measures may include financial,
operational, strategic, team-based on individual metrics.
(i) The financial performance measure or measures will be
set by the Committee at the beginning of each year in
line with the budget and market expectations and may
include measures such as profit before taxation which
drive our business. In order to achieve maximum pay-
out the financial performance delivered will have to be
significantly ahead of budgets and market consensus.
( j) KPIs are linked to the delivery of key projects designed
to enhance the Group’s operational strength and
competitiveness in line with future strategy. They help
to balance our financial operational performance with
strategic investments during the year in, for example,
clients, our people and internal systems to ensure the
long-term growth and sustainability of the Group.
(k) At the end of the financial year, the Committee meets
to assess the performance of each Executive Director
against the financial performance targets and KPIs and
determine the bonus pay-out.
In relation to the PSP, the vesting criteria are split into
the following two components:
(l) The Committee will select the most appropriate
performance measures at the outset of each grant
taking into account the market environment and the
strategic priorities of the business at that time. Measures
may include financial, value creation, operational,
strategic or ESG metrics.
(m) When determining any financial targets, the Committee
will consider internal plans, external consensus and
general views of macro-economic activity. Targets are
set to be stretching, yet achievable.
(n) Targets for non-financial measures will be calibrated
so they remain stretching, particularly to achieve the
maximum, but remain achievable and do not encourage
undue risk taking.
(o) At the end of the performance period, the Committee
will assess performance against the targets and KPIs and
determine the PSP vesting.
Report of the Remuneration Committee continued
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 101
Corporate GovernanceOverview
Malus and clawback provisions
All incentive awards are subject to recoupment (or
clawback) and/or withholding or reducing amounts
or awards before payment or vesting (malus) for a
period of up to two years after payment or vesting.
Committee will have discretion to enact these
provisions if there has been material misstatement
of the Company’s audited financial results; an error
in calculation (including on account of inaccurate
or misleading information), in the event of serious
misconduct, serious reputational damage; or
corporate failure.
The malus and clawback may be satisfied by way
of a reduction in the amount of any future bonus,
existing award or future share awards and/or a
requirement to make a cash payment.
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.
Corporate Governance
102 Robert Walters plc Annual Report and Accounts 2025
The Chair and Non-executive Directors
The table below sets out the fees payable 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.
The Chair and the Non-executive Directors may be paid a part or all of their
fees in Robert Walters plc shares.
Maximum potential The maximum aggregate fees for the Non-executive Directors (excluding the
Chair) are 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 2025 Robert Walters plc 103
Corporate GovernanceOverview
Illustration of application of the Directors’ remuneration policy
The graph below provides an indication of the potential total remuneration of each Executive Director based on four
performance scenarios: minimum, on-target, maximum and maximum plus 50% share price increase. As required by
the Large and Medium-sized Companies and Groups (Accounts and Reports) Amendment Regulations 2013, the graph
below takes no account of changes in share price growth or dividend and hence may differ from realised earnings
shown in the single total remuneration figures on page 106 of the Annual Report on remuneration.
Minimum MinimumOn target On targetMaximum MaximumMaximum
plus 50%
share price
increase
Maximum
plus 50%
share price
increase
2,000 2,000
1,500 1,500
1,000 1,000
500 500
0% 0%
2,500 2,500
604
489
100% 100%
1,271
1,026
2,439
1,965
2,940
2,367
Notes to the illustrative graph:
1. Share price appreciation and the value of the dividends have not been
included (i.e. the deferred bonus and PSP awards are based on the face
value at grant with the exception of the fourth scenario).
2. For simplicity the value of any all-employee SAYE award has been ignored.
Fixed pay
Long-term incentives
Annual bonus
Chief Executive Officer
Value of package (£000s)
Chief Financial Officer
Value of package (£000s)
3,000 3,000
3,500 3,500
47% 47%
33%
33%
34%
34%
28%
28%
20%
20%
25% 25%21% 21%
41%
41%
51% 51%
Each remuneration scenario is defined in the table below:
Element Description
Minimum
(fixed pay only)
• Base salaries effective as at 1 January 2026.
• Pension at 5% of base salary.
• Actual benefit costs as recorded for the year ended
31 December 2025.
On-target • Fixed pay as above.
• On-target annual bonus of 75% of salary
(50% of maximum).
• On-target PSP award vesting of 45% of salary
(25% of maximum).
Maximum • Fixed pay as above.
• Maximum bonus of 150% of salary.
• Maximum (typical) PSP award vesting of
180% of salary.
Maximum plus
50% share
price increase
• Fixed pay as above.
• Maximum bonus of 150% of salary.
• Maximum PSP award vesting of 270% of
salary (i.e. an awards of 180% of salary
with a 50% share price increase)
Corporate Governance
104 Robert Walters plc Annual Report and Accounts 2025
Recruitment and appointment policy
Any remuneration arrangements for a new Director will be in line with the remuneration policy for existing Directors.
Incentive awards will be in line with the current awards given to Directors and will be subject to the same maximum
award levels and vesting criteria. It is intended that performance measures will be consistent across the executive team
but depending on the timing and circumstances of a new appointment, it may be necessary to set alternative measures
for the initial awards.
PSP awards may be granted shortly following an appointment, subject to the Company not being in a closed period.
As set out in the policy table, any new Director’s pension contribution rate will be no more than that which applies to the
general workforce. Relocation costs which are reasonable and appropriate may also be paid as necessary.
Where the appointee has variable remuneration arrangements with a previous employer that will be forfeited on
the termination of that employment, the Committee reserves the right to offer a buyout for any value foregone. A
cash-based buyout may be required if shares cannot be awarded. Buyout awards would only be used to facilitate
the recruitment of key individuals and may be made under the PSP in addition to any normal award or otherwise
in accordance with the rules of the UK Listing Authority. Any such award would only be made in exceptional
circumstances, would not exceed the estimated value being forfeited and would take into account any performance
and timing conditions appropriate to the awards being replaced.
Service contracts
The service contracts for each of the Executive Directors are open-ended and are available for inspection at the
Company’s registered address. These service contracts are terminable by either party giving up to 12 months’ written
notice at any time and there are no specific provisions relating to any payments for early termination of office, or in
the event of a change of control. Service contracts for any new Executive Directors will feature broadly similar terms.
Executive Directors may accept external non-executive positions with the prior approval of the Board. Any fees earned
may be retained by the individual.
Policy on payment for loss of office
In the event of early termination of a current Executive Director’s service contract, the Group has an absolute
requirement to pay compensation reflecting the salary, pension and benefits to which the Executive Director would
have become entitled to under the contract during the notice period. Any unvested awards are expected to lapse on
cessation. The Committee may, under the contracts of employment in place and the rules of the plans, at its discretion,
determine the executive is a ‘good leaver’ and thus make the following payment:
• Notice period of 12 months’ base salary, pension and contractual benefits or payments in lieu of notice;
• Bonus payable and time pro-rated for the period worked, subject to the achievement of the relevant personal and
financial performance conditions;
• Vesting of PSP awards are governed by the rules of the relevant incentive plans. Awards will normally vest on the normal
timetable. The extent to which an award will vest will be subject on the achievement of performance conditions and will
ordinarily be subject to time pro rating. The Committee can decide to pro-rate an award to a lesser extent (including
as to nil) if it regards it as appropriate to do so in the circumstances. Alternatively, the Committee can decide that the
participant’s award will vest when they leave, subject to performance and, ordinarily, time pro-rating. Any holding periods
applicable to awards will normally continue to apply to a good leaver’s awards, although the Committee may choose to
relax this requirement at its discretion, where for example, the post-employment share ownership requirement has been
met; and
• The right to exercise already vested but unexercised awards shall be retained for a short period except in the case
of misconduct.
Each Executive Director has a duty to mitigate his loss in the event of termination. The Committee may settle any
other amounts reasonably due to the Executive Director, for example to reimburse the leaver for a reasonable level of
legal fees in connection with a settlement agreement or for outplacement services. The Chair and the Non-executive
Directors are not entitled to any compensation in the event of early termination.
Report of the Remuneration Committee continued
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 105
Corporate GovernanceOverview
Statement of employment conditions elsewhere in the Group
Each year, prior to reviewing the remuneration of the Executive Directors, the Committee is fully briefed on the
remuneration practice across the Group, including an overview by country of how employee pay compares to the
market, and material changes during the year and detailed comparative analysis of basic pay and variable pay
changes within the UK where all of the Executive Directors are based. It ensures that the decisions on the remuneration
of Executive Directors are made in the context of pay and employment conditions elsewhere in the Group.
The Group does not formally consult with employees as part of the process of reviewing Executive pay, but employees
have the opportunity to express their views as part of our employee engagement activities throughout the year.
The Remuneration Committee Chair oversees employee engagement and hence is able to easily feedback employee
views to the rest of the Committee.
Consideration of shareholders’ views
The Committee engages in dialogue with major shareholders and their representatives and meets with the Group’s
largest investors to discuss and take feedback and to consult on major changes to the Directors’ remuneration policy
and governance matters. The level of support for the Directors’ remuneration policy was high even though our
shareholders have differing views on remuneration, for example, on performance measures.
Corporate Governance
106 Robert Walters plc Annual Report and Accounts 2025
Annual Report on remuneration
The second section of the report provides details of the payments made to Directors in respect of the 2025 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 2025 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.
2025
Base
salary
£’000
Other
benefits
1
£’000
Pension
2
£’000
Total
fixed pay
£’000
Bonus
3
£’000
LTIPs
4
£’000
Total
variable
pay
£’000
Total
£’000
T Fowlston 556 20 28 604 - - - 604
D Bower 447 20 22 489 - - - 489
1,003 40 50 1,093 - - - 1,093
2024
Base
salary
£’000
Other
benefits
1
£’000
Pension
2
£’000
Total
fixed pay
£’000
Bonus
3
£’000
LTIPs
4
£’000
Total
variable
pay
£’000
Total
4
£’000
T Fowlston
556 20 28 604 - - - 604
D Bower 447 20 22 489 - - - 489
1,003 40 50 1,093 - - - 1,093
1. The Executive Directors received a range of benefits, comprising permanent health insurance, private medical insurance, a car
allowance and mortgage subsidy.
2. During the year, the Executive Directors received an allowance of 5% of salary to be paid as a cash allowance in lieu of a pension
contribution.
3. 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 pages 107 to 108.
4. The performance measures, targets and the performance outcomes for the Performance Share Plan are detailed on page 109.
The Chair and Non-executive Directors (audited)
The total remuneration for 2025 and 2024 for the Chair and each Non-executive Director is set out in the table below:
2025
1
2024
1
Total fees
£’000
Total fees
£’000
L Van de Walle 206 206
T Dodge 87 87
M Ashley 81 81
M Tod 69 69
J Hesmondhalgh 69 69
512 512
1. No taxable benefits are payable to the Chair and Non-executive Directors.
Report of the Remuneration Committee continued
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 107
Corporate GovernanceOverview
Annual bonus performance outcomes
Profit before taxation
The 2025 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 measure.
Performance standards
Performance
Outcome
Threshold Target Maximum Achieved
Profit (loss) before taxation £5.0m £9.5m £17.0m (£19.6m)
% of maximum bonus payable 20.0% 37.5% 75.0% 0%
% of salary 30.0% 56.3% 112.5% 0%
The outcome of loss before taxation was £19.6m. This was below threshold and resulted in the payment of 0%
of salary for each Executive Director (2024 payment: 0% of salary). The targets were set at a time of continued
uncertainty and were considered stretching in the judgement of the Remuneration Committee.
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 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 taxation 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 2025.
The KPIs set for the Executive Directors and their respective weightings as a percentage of the maximum potential bonus,
are shown on the next page.
Corporate Governance
108 Robert Walters plc Annual Report and Accounts 2025
CEO – Toby Fowlston
Performance goals and targets
Weighting as a % of
maximum bonus
Delivery of strategic objectives, including:
• Launch of Talent Development arm (Advisory)
• Development of Workforce Consultancy business
• Development of Interim business
• Simplification of geographical portfolio
10%
Operational delivery, including:
• Increased profitability in underperforming countries
• Productivity increases in key markets
• Cost savings against budget
• Roll-out of the CRM enhancement program
10%
ESG targets, including:
• Diversity and Inclusion objectives
• Employee engagement score
• Environmental objectives
5%
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:
• Finance function transformation
• Manage cash and revenue generation
• Simplification of geographical portfolio
10%
Operational delivery, including:
• Continued review of Group cost base
• Increased profitability in underperforming countries
• Productivity increases in key markets
10%
ESG targets, including:
• Diversity and Inclusion objectives
• Employee engagement score
• Environmental objectives
5%
Total weighting as a % of maximum bonus 25%
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 30.4% of total bonus opportunity.
Long-term incentive plans (audited)
The remuneration shown in the long-term incentive plan (LTIP) figures in the single total figure table on page 106 shows that
there are no vested shares granted under the Performance Share Plan (PSP) in 2023, as determined by the Committee.
Report of the Remuneration Committee continued
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 109
Corporate GovernanceOverview
Performance Share Plan (PSP)
The PSP awards granted in March 2023 will vest as follows for participants below plc Board in March 2026. In the
context of the Group’s performance over the last three years, the Committee has however determined that no shares
will vest for Executive Directors both past and present. 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. 25% 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.
35% The threshold EPS target is
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 is 75.0p,
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.
The Group’s EPS
was negative
40.7p and below
the threshold of
the performance
range.
0.0%
Relative TSR
measured against
the FTSE Small Cap
Index over three
years.
35% 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 2025
was negative 68.3%
compared to TSR of
the FTSE Small Cap
Index of 36.0% at
threshold. Therefore,
performance was
below threshold.
0.0%
Cumulative Cash
Conversion
(CCC) which is
the cumulative
operating cash
flow of the Group
before tax stated
as a percentage of
cumulative operating
profit before
exceptional items
20% CCC is at least 90% CCC is at least 110% Threshold CCC not
achieved.
0.0%
ESG 10% Achieve 5 of the 10
objectives relating to the
following ESG pillars:
• Engaging our workforce
• Enhancing our ED&I
initiatives
• Responding to a
sustainable place of work
• Reducing our
environmental impact
• Being a responsible
business
• Supporting our
communities
Achieve all 10
objectives
6 of the 10
objectives achieved.
4.7%
Total to vest in March 2026 4.7%
Corporate Governance
110 Robert Walters plc Annual Report and Accounts 2025
The table below details the awards granted in 2023, 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 2025.
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 229,245 426 977 791 0.0% - - -
D Bower 69,589 367 255 240 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 2025 (audited)
Performance Share Plan (PSP)
In 2025, the Executive Directors were granted share awards to the value of 200% 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 483,652 15 April 2025 230 1,112 765 25%
D Bower 388,782 15 April 2025 230 894 615 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 the option pricing model, multiplied by the number of
shares granted
Report of the Remuneration Committee continued
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 111
Corporate GovernanceOverview
The performance conditions and weightings for these PSP awards are set out as follows:
Performance measures Weighting
Performance required
for minimum vesting
(i.e. 25% 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
20.0p, calculated by using
the then 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
30.0p, calculated by using
the then 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
FTSE Small Cap Index over three
years.
35% The Threshold Target at
which 25% of shares vest
is for Median (P50) TSR
performance against the
Comparator Group.
The Threshold Target at
which 100% of shares vest is
for Upper Quartile (P75) TSR
performance against the
Comparator Group.
Cumulative cash conversion:
Three-year cash conversion is the
cumulative operating cash flow of the
Group before taxation 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 – Three targets set in relation to
the engagement of our workforce,
enhancing our ED&I initiatives, and
reducing our environmental impact.
10% One ESG target achieved
(25% of this element)
All three ESG targets achieved
(100% of this element)
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 SAYE Option Scheme are as follows:
Options at
1 January
2025
Options
granted
during the
year
Options
exercised
during the
year
Options
lapsed
during the
year
Options at
31 December
2025
1
outstanding
Price
granted
(p)
2
Share
price on
exercise
(p)
Gain on
exercise
(p)
Exercise
dates
T Fowlston
SAYE Options 6,374 - - - 6,374 291 - -
Oct 2026 –
Mar 2027
6,374 - - - 6,374
D Bower
SAYE Options 6,374 - - - 6,374 291 - -
Oct 2026 –
Mar 2027
6,374 - - - 6,374
12,748 - - - 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.
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 2026 the Company had outstanding
options (SAYE and share options only) representing 1.7% of issued share capital.
SAYE Options are not subject to any performance measures.
The market price of the ordinary shares at 31 December 2025 was 136p per share (2024: 315p per share) and the
range during the year was 116p to 333p per share.
Corporate Governance
112 Robert Walters plc Annual Report and Accounts 2025
Performance Share Plan (PSP) (audited)
There are 123 current 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.
The PSP awards may be subject to different performance measures and targets each year.
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 2026 the Company had outstanding options representing 4.9% of
issued share capital.
Date of
grant
Share
awards
Vested
during
the year
Lapsed
during
the year
At
31 December
2025
Share price
on date of
award (p)
1
Exercise
date
T Fowlston March 2022 60,150 - (60,150) - 665 March 2025
May 2023 229, 245 - - 229,245 426 May 2026
March 2024 244,185 - - 244,185 410 March 2027
April 2025 483,652 - - 483,652 230 April 2028
1,017,232 - (60,150) 957,082
D Bower September 2023 69,589 - - 69,589 367 September 2026
March 2024 196,287 - - 196,287 410 March 2027
April 2025 388,782 - - 388,782 230 April 2028
654,658 - - 654,658
1,671,890 - (60,150) 1,611,740
1. Market price when awarded.
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 pages 111 to 112 and in note 19 to the accounts.
Directors’ interests in shares (audited)
The Directors who held office during 31 December 2025 had the following interests in the ordinary shares of the Company:
31 December
2025
Number
31 December
2024
Number
T Fowlston - -
D Bower 30,000 30,000
L Van de Walle 78,000 59,500
T Dodge 6,000 6,000
M Ashley 9,667 9,667
M Tod - -
J Hesmondhalgh 7,000 -
There has been no change to the interest of the Directors between 31 December 2025 and the date of the Annual
Report and Accounts.
Report of the Remuneration Committee continued
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 113
Corporate GovernanceOverview
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 based on the share price at 31 December 2025
and expressed as a percentage of salary, are as follows:
Shares held
% of issued
share capital % of salary
T Fowlston - -
D Bower 0.04% 9.0%
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.
Total shareholder return (rebased to 100)
FTSE Small CapRobert Walters
202220212020201920182017 20242023 2025
200
150
100
50
0
2016
Corporate Governance
114 Robert Walters plc Annual Report and Accounts 2025
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 2016.
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
2025 T Fowlston 556 0% 0% 2022 - 2025
2024 T Fowlston 556 0% 0% 2021 - 2024
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
Total average 44% 39%
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 106.
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 salary, other benefits and annual bonus in
2025 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 106. The Group employee pay is calculated using the movement of the average
remuneration (per head) for all Group employees.
2025 vs 2024 2024 vs 2023
Base
salary
6
Other
benefits
including
pension
7
Bonus Base salary
6
Other
benefits
including
pension
7
Bonus
All employees 4.0% 2.3% (1.8%) 5.9% 10.2% (9.0%)
T Fowlston
1
0% 0% 0% n/a n/a 0%
D Bower
1
0% 0% 0% n/a n/a 0%
L Van de Walle
2
0% n/a n/a 3.0% n/a n/a
T Dodge
3
0% n/a n/a 3.0% n/a n/a
M Ashley
4
0% n/a n/a 3.0% n/a n/a
M Tod
5
0% n/a n/a n/a n/a n/a
J Hesmondhalgh
5
0% n/a n/a n/a n/a n/a
Report of the Remuneration Committee continued
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 115
Corporate GovernanceOverview
Percentage change in the Directors’ pay compared to employees continued
2023 vs 2022 2022 vs 2021
Base
salary
6
Other
benefits
including
pension
7
Bonus
Base
salary
6
Other
benefits
including
pension
7
Bonus
All employees 8.6% 2.0% (36.6%) 8.8% 3.0% (3.1%)
T Fowlston
1
n/a n/a n/a n/a n/a n/a
D Bower
1
n/a n/a n/a n/a n/a n/a
L Van de Walle
2
n/a n/a n/a n/a n/a n/a
T Dodge
3
(11.0%) n/a n/a 30.6% n/a n/a
M Ashley
4
9.0% n/a n/a n/a n/a n/a
M Tod
5
n/a n/a n/a n/a n/a n/a
J Hesmondhalgh
5
n/a n/a n/a n/a n/a n/a
2021 vs 2020 2020 vs 2019
Base
salary
6
Other
benefits
including
pension
7
Bonus
Base
salary
8
Other
benefits
including
pension
7
Bonus
All employees 14.6% 0.0% 100.9% 0.4% (4.5%) (31.3%)
T Fowlston
1
n/a n/a n/a n/a n/a n/a
D Bower
1
n/a n/a n/a n/a n/a n/a
L Van de Walle
2
n/a n/a n/a n/a n/a n/a
T Dodge
3
5.3% n/a n/a (2.6%) n/a n/a
M Ashley
4
n/a n/a n/a n/a n/a n/a
M Tod
5
n/a n/a n/a n/a n/a n/a
J Hesmondhalgh
5
n/a n/a n/a n/a n/a n/a
1. T Fowlston was appointed to the Board as Chief Executive Officer on 27 April 2023 and D Bower was appointed to the Board as Chief
Financial Officer on 4 September 2023. As a result, no increase has been presented in the table above as they did not get a full year
equivalent in 2023. They did however get an increase of 3% effective 1 January 2024.
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 Ashley was Audit Committee Chair for only eight months in 2022.
5. M Tod and J Hesmondhalgh joined the Board on 1 June 2023. As a result, no increase has been presented in the table above as they did not
get a full year equivalent in 2023. They did however get an increase of 3% effective 1 January 2024.
6. Base salary from the single total figure on page 106 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. 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.
Corporate Governance
116 Robert Walters plc Annual Report and Accounts 2025
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
2025 ratio Option A 14:1 9:1 6:1
2024 ratio Option A 15:1 9:1 6:1
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 for each of the quartiles.
£’000 Lower quartile Median Upper quartile
2025 salary 32.0 65.0 90.0
2025 total pay and benefits 43.7 67.7 97.7
The ratio of the Chief Executive’s pay to the median level of pay across the Group reflects no annual bonus payment
and no vesting of the 2023 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 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 2025 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.
Report of the Remuneration Committee continued
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 117
Corporate GovernanceOverview
Relative importance of the spend on pay
The graph below shows details of the Group’s loss after taxation, dividends paid, total spend on pay and taxation paid for the years
ended 31 December 2024 and 2025. In the opinion of the Board, profit (loss) 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.
The implementation of our Directors’ remuneration policy in 2026
The Group’s policy on Executive Directors’ remuneration and implementation for the year ended 31 December 2026
will be as follows:
(a) Executive Directors
(i) Base salary
For 2026, the budgeted average salary increases for employees in the UK and the Group other than Executive
Directors is 3.0%. In view of 2025 performance and the ongoing challenging trading conditions, both Toby Fowlston
and David Bower offered to waive a base salary increase for 2026, which the Remuneration Committee accepted.
(ii) Other benefits
No changes will be made to benefits in 2026.
Spend on pay
Notes to the illustrative graph:
1. The total dividend paid during the year ended 31 December 2025 was £11.2m based on a final dividend of £11.2m paid on 27 May
2025, and no interim dividend paid. Further details on dividends are given in note 6.
2. 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.
3. Taxation paid during the year represents the corporation taxation paid for the Group during the year ended 31 December 2025.
220
200
180
160
140
120
100
80
60
40
20
0
-20
240
260
2024
2025
217.8
240.8
-10%
-26.8
-6.0
-347%
15.5 11.2
-28%
1.11.1
Flat
4.1
6.4
-36%
Overall spend
on pay
(£m)
2
Loss after
taxation
(£m)
Dividends
paid
(£m)
1
Taxation
paid
3
(£m)
Executive Directors’
single total figure
(£m)
0
-40
Corporate Governance
118 Robert Walters plc Annual Report and Accounts 2025
The implementation of our Directors’ remuneration policy in 2026 continued
(iii) Annual bonus
For 2026, 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 (60% weighting);
• Cash flow and growth initiatives (20% weighting); and
• Key Performance Indicators (20% weighting) which will include a range of distinct and specific goals under two
categories – strategic, and operational 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.
(iv) Performance Share Plan (PSP)
For 2026, 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 2028. The performance conditions and
weightings for these PSP awards are set out as follows:
Performance measure Weighting
Performance required
for minimum vesting
(i.e. 25% 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.
20% The threshold EPS target is 20p,
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 30p,
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.
TSR measured against
the constituents of the
FTSE Small Cap Index
(excluding investment
trusts) over three years.
50% 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).
Free cash flow 20% The threshold free cash flow is £24m. The maximum free cash flow is £44m.
ESG 10% 33% of ESG targets achieved. 100% of ESG targets achieved.
As per our ESG section on pages 42 to 63 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 threshold 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 To foster a culture of inclusion with a sense of belonging and to achieve
an average Glint employee engagement score of 74 or higher (2025
score of 73) over the performance period.
Enhancing our ED&I initiatives To achieve and maintain 50:50 gender balance in Global Leadership
positions (Associate Director and above) by the end of the performance
period (2025 – 50% female, 50% male).
Reducing our environmental impact To deliver the decarbonisation initiatives required to achieve the Group’s
2040 net zero target.
Any payment from the ESG performance element is also dependent on satisfactory Group financial performance
over the three year period, as determined by the Remuneration Committee.
Report of the Remuneration Committee continued
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 119
Corporate GovernanceOverview
The implementation of our Directors’ remuneration policy in 2026 continued
(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.
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:
2026 2025
Total fees
1
£’000
Total fees
1
£’000
L Van de Walle 185 206
T Dodge
2
80 87
M Ashley 74 81
M Tod 62 69
J Hesmondhalgh 62 69
A Rashbass 62 -
525 512
1. No other taxable benefits are payable to the Chair and Non-executive Directors.
2. Up to 30 April 2026 AGM. In view of Tanith Dodge retiring from the Board after the 2026 AGM, the above fees may change when a
new Senior Independent Director and Chair of the Remuneration Committee are appointed.
The Remuneration Committee
The Remuneration Committee currently comprises Tanith Dodge (Chair), Matt Ashley, Michaela Tod and Jane
Hesmondhalgh, all of whom are independent Non-executive Directors. Tanith Dodge will step down as Chair and
as a Non-executive Director at the April 2026 AGM. 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 £24,552. The fees are charged on a time and expenses basis.
Corporate Governance
120 Robert Walters plc Annual Report and Accounts 2025
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
the same performance conditions as those of the Executive Directors.
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 responsibilities in 2025 included, but were 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.
As noted above, Tanith is stepping down as a non-executive director at the April 2026 AGM.
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 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 46 to 47.
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 29 April 2025, shareholders approved the Directors’ Remuneration
Report for the year ended 31 December 2024. 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 2025)
57,013,871 99.99 6,020 0.01 156,399
The Committee has engaged with shareholders on the current Directors’ Remuneration Policy and is grateful for the views
expressed and the support. In the last two years and in light of clear feedback from shareholders we have significantly
enhanced the disclosure of the Key Performance Indicators (KPIs) relating to the annual bonus criteria.
Report of the Remuneration Committee continued
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 121
Corporate GovernanceOverview
Pay outcomes
The Committee is satisfied that
overall the pay outcomes are a
fair reflection of the collective
performance delivered over
the year and are in line with the
performance of the Group, and
the stakeholder experience.
Chief Executive's
pay ratio 2025
The ratio of the Chief Executive's total
realised pay to the median pay in the
Group for 2025
9:1
For 2024
9:1
Corporate Governance
122 Robert Walters plc Annual Report and Accounts 2025
Contracts
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
A Rashbass
2
17 December 2025
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.
2. The contract was signed on 17th December 2025 but Andrew Rashbass was appointed to the Board with effect from 1 January 2026.
The Directors all stand for election at the Annual General Meeting every year.
The tables on pages 111 to 112 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 119 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 11 March 2026 and signed on its behalf by:
Tanith Dodge
Remuneration Committee Chair
11 March 2026
Report of the Remuneration Committee continued
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 123
Corporate GovernanceOverview
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;
• Ensure the financial statements have been prepared in
accordance with UK adopted international accounting
standards, subject to any material departures disclosed
and explained in the financial statements; 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 the 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 Board and other 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,
David Bower
Chief Financial Officer
11 March 2026
Directors’ Responsibility Statement
Corporate Governance
124 Robert Walters plc Annual Report and Accounts 2025
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 2025.
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 40 to 63 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 52
to 59. 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 2025 are set out on pages 137 to 170
and the Company’s audited Financial Statements are set
out on pages 171 to 174. The Group’s loss after taxation
for the year ended 31 December 2025 was £26.8m
(2024: loss of £6.0m).
There was no interim dividend paid in 2025 and no final
dividend will be proposed (2024: 23.5p).
Post-balance sheet events
During the year the Group had a £60.0m invoice discount
facility in the UK. As at 31 December 2025, £11.7.m (31
December 2024: £15.6m) was drawn down under this
facility. Subsequent to the year end, the Group extended
the facility to March 2029, in the sum of £35.0m, better
reflecting the expected utilisation levels over the term of
the facility, with all other terms broadly unchanged.
Directors
The Directors who served during the year and at the date
of this report are shown as follows:
L Van de Walle
T Fowlston
D Bower
T Dodge
M Ashley
M Tod
J Hesmondhalgh
A Rashbass (appointed 1 January 2026)
Details of the Directors’ service contracts are shown in
the Report of the Remuneration Committee on page 122.
Details of share awards granted to Directors and the
interests of the Directors in the ordinary shares of the
Company are shown on pages 111 to 113.
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
(2024: £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
robertwalters.com.
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 plc
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.
Directors’ Report
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 125
Corporate GovernanceOverview
Substantial shareholdings
On 11 March 2026 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
Aberforth Partners 12,716,318 17.57
Liontrust Asset Mgt 11,541,848 15.95
Robert Walters plc Employee Benefit Trust 6,595,048 9.11
Schroder Investment Mgt 4,758,518 6.58
Premier Miton Investors 4,025,488 5.56
FIL Investment International 3,237,173 4.47
aberdeen 3,004,779 4.15
AEGON Asset Mgt 2,708,847 3.74
Canaccord Genuity Wealth Mgt 1,937,961 2.68
Mr Robert Walters 1,836,602 2.54
There is no significant change to substantial shareholdings between 31 December 2025 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, with the exception of Tanith Dodge, who has served nine years as an independent Non-executive
Director and will be retiring from the Board at the 2026 AGM, all remaining Directors will offer themselves for
re-election at the 2026 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 29 April 2025, 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, which subsequent to the year end, was extended to
March 2029 in the sum of £35m, better reflecting the expected utilisation levels over the term of the facility, 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.
Corporate Governance
126 Robert Walters plc Annual Report and Accounts 2025
Going concern and viability statement
In accordance with the UK Corporate Governance Code
2024, the Directors have assessed the viability of the Group,
taking into consideration a number of key factors, including
the Group’s business activities, together with the factors likely
to affect its future development, performance and position.
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 2026 and the three-year
period ending 31 December 2028 together with the macro-
environment and continued global political uncertainty. The
Directors believe that a three-year period is the most relevant
period over which to provide the viability statement 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 62% of
the Group’s net fee income, can be measured in weeks, whilst
temporary recruitment and recruitment process outsourcing
may be less affected.
The Group has maintained a positive balance sheet with net
cash as at 31 December 2025 of £26.2m, has successfully
refinanced its committed Invoice Discounting financing facility
in the UK at £35m (a limit more commensurate with current,
and project, trading levels) with an extended maturity to
March 2029, and has also successfully extended overdraft
facility in 2026. Further details of these are disclosed in note
14 of the annual accounts. The Group continues to monitor
and evaluate liquidity regularly on an overall Group, UK and
International basis and with management focus, operates
with improving cash collections and efficiencies across the
Group, with strong cash collection aligned with debtor days
of 28 days (2024: 32 days). Further details of the financial
position of the Group, its cash flows, liquidity position and
borrowing facilities are described within the Financial Review.
The forecasts and cash flow projections being used to
assess going concern and longer-term viability are based
on submissions from the Group’s businesses. Following a
thorough management and Board review process, the
outputs have been used to develop Base Case forecasts
which assume FY26 net fee income and operating profit
are in line with the Group’s annual Budget, which includes
seasonal trading patterns, additional cost savings and
working capital improvements, no material improvement
in FY27 and FY28 net fee income, no dividend payments,
and no material changes to the Group structure.
Sensitivity analysis has been applied to Base Case forecasts
to model severe but plausible downside scenarios including
net fee income reductions across the Group of a further c.7%
compared to the Base Case forecasts starting from FY26
and over the three-year period, with varying impacts in UK
and International businesses.
The Directors 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 66
to 73 or a combination of those risks. The scenarios included,
but were not limited to, further significant reductions in NFI,
and limited cost and working capital management.
Mitigating actions that could be undertaken in the event
of the stress case occurring, or that of an even more
significant downturn, have been considered. These
included but are not limited to, reductions in non-business
critical expenditure and capital expenditure, and further
working capital improvements. The Board also considered
key mitigating factors including the Group’s blend of
income streams covering permanent, contract, interim,
outsourcing and advisory services and a diverse range of
clients and suppliers across around 30 countries, which has
remained a strength and source of competitive advantage
and resilience when market conditions became tougher
and enabled the Group to continue to meet the changing
requirements of our clients and candidates.
Whilst, client and candidate hesitation continued to exist
across all geographies and disciplines and similarly to
all organisations, Management are beginning to see
stabilisation and signs of improvement in certain markets;
and whilst challenges remain predicting the increasingly
uncertain macro-economic backdrop which continued
into 2026, the Group has a proven and historic track
record of successfully weathering international crises
and benefiting from operational gearing when market
conditions become more favourable.
The various stress test scenarios indicate the Group’s financial
resources, together with internally generated cash flows and
planned actions, will continue to provide sufficient sources of
liquidity and that the Group will meet its banking covenant.
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 66 to 73. 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.
Directors’ Report continued
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 127
Corporate GovernanceOverview
Annual General Meeting
The Annual General Meeting will be held on 30 April
2026 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,
Chief Financial Officer
11 March 2026
128 Robert Walters plc Annual Report and Accounts 2025
Report on the audit of the financial statements
Opinion
We have audited the financial statements of Robert Walters plc (the ‘Parent Company’) and its subsidiaries (the
‘Group’) for the year ended 31 December 2025 which comprise of the following:
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.
Independence
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 the FRC’s Ethical Standard were not provided to the Group and the Parent
Company and we remain independent of the Group and the Parent Company in conducting our audit.
Independent Auditor’s Report
Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 129
Strategic Report Financial StatementsCorporate GovernanceOverview
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.
However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the Group
and the Parent Company’s ability to continue as a going concern.
In relation to the Group’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 in preparing the financial statements.
Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant
sections of this report.
Overview
2025 2024
Key audit matters Revenue recognition for permanent and temporary placements
Materiality • Group financial statements as a whole
• £2.2m (2024: £1.6m) based on 0.8% (2024: 0.5%) of Net fee income
An overview of the scope of our audit
Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial
reporting framework and the Group’s system of internal control. We identified and assessed the risks of material
misstatement of the Group financial statements including with respect to the consolidation process. We then applied
professional judgement to focus our audit procedures on the areas that posed the greatest risks to the group financial
statements. We continually assessed risks throughout our audit, revising the risks where necessary, with the aim of
reducing the group risk of material misstatement to an acceptable level, in order to provide a basis for our opinion.
Components in scope
Robert Walters plc is an international specialist professional recruitment group that delivers specialist recruitment
consultancy, staffing, recruitment process outsourcing and managed services across the globe. The business operations
are split into the following 3 units as follows:
• Specialist Professional Recruitment - encompassing permanent and temporary recruitment, interim management and
executive search, across core disciplines of accountancy & finance, banking, engineering, HR, healthcare, technology,
legal, sales, marketing, secretarial & support and supply chain, logistics & procurement.
• Recruitment Outsourcing - enabling organisations to transfer all, or part of, their recruitment needs, either through
recruitment process outsourcing (RPO) or contingent workforce solutions (CWS).
• Talent Advisory - supporting the growth of organisations through market intelligence, talent development, and future
of work consultancy.
There are over 90 separate entities across the group making it a very disaggregated group. There are centralised
functions which include IT, Treasury and in-house legal counsel. The control environment has similar business
characteristics using a common system of internal control, including the IT systems.
130 Robert Walters plc Annual Report and Accounts 2025
Financial Statements
As part of performing our Group audit, we have determined the components in scope. These comprised of 86 legal
entities. None of the components include more than one legal entity. These components were selected following a
detailed risk assessment. We considered the size of the component, the control environment, and other qualitative
factors, including adding an element of unpredictability.
For components in scope, we used a combination of risk assessment procedures and further audit procedures to obtain
sufficient appropriate evidence. These further audit procedures included:
• procedures on the entire financial information of the component, including performing substantive procedures and
tests of operating effectiveness of controls; and
• procedures on one or more classes of transactions, account balances or disclosures.
Procedures performed at the component level
We performed procedures to respond to group risks of material misstatement at the component level that included the following:
• procedures were performed on the entire financial information of nine components.
• procedures were performed on one or more classes of transactions, account balances or disclosures of 22 components.
Procedures performed centrally
We considered there to be a high degree of centralisation of financial reporting and commonality of controls for
significant estimates and judgements. This is applicable for the Earned but not Invoiced (EBNI) provision, provision for
bad and doubtful debts (IFRS 9 ECL model), recognition of current and deferred taxation, determination of lease term
for leases with renewal and termination options, and determination of the incremental borrowing rate (IFRS 16) where
a new or modified lease exists. These are all evaluated by Group management. We therefore designed and performed
procedures centrally in these areas.
The group operates a centralised IT function that supports IT processes for certain components. This IT function is
subject to specified risk-focused audit procedures, predominantly the testing of the relevant IT general controls and IT
application controls.
Locations
Robert Walters plc’s operations are spread over a number of different geographical locations. We visited 10 out of a
total of 20 components that we have scoped in. Our teams conducted procedures in Robert Walters plc’s locations in
the UK, Netherlands, and France.
In addition, our teams worked remotely, holding calls and video conferences with local management, and with digital
information obtained from Robert Walters plc.
Working with other auditors
As Group auditor, we determined the components at which audit work was performed, together with the resources
needed to perform this work. These resources included component auditors, who formed part of the group
engagement team. As Group auditor we are solely responsible for expressing an opinion on the financial statements.
In working with these component auditors, we held discussions with component audit teams on the significant areas of
the group audit relevant to the components based on our assessment of the group risks of material misstatement. We
issued our group audit instructions to component auditors on the nature and extent of their participation and role in the
group audit, and on the group risks of material misstatement.
We directed, supervised and reviewed the component auditors’ work. This included holding meetings and calls during
various phases of the audit, reviewing component auditor documentation either in person or remotely and evaluating
the appropriateness of the audit procedures performed and the results thereof.
How Climate change affected the scope of our audit
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;
• Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate
change affects this particular sector.
Independent Auditor’s Report continued
Annual Report and Accounts 2025 Robert Walters plc 131
Strategic Report Financial StatementsCorporate GovernanceOverview
How Climate change affected the scope of our audit continued
We also assessed the consistency of management’s disclosures included as ‘Statutory Other Information’ on page 52
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 that were materially
affected by climate-related risks and related commitments.
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. These matters were
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 these matters.
Key audit matter How the scope of our audit responded to the risk
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 and accuracy of unbilled
revenue and existence and accuracy
of revenue at year end; and
– For permanent placements, in the
existence, and accuracy of unbilled
revenues, due to the high degree of
judgement and estimation uncertainty
as explained on page 147.
• For permanent placements, as
detailed in the summary of significant
accounting policies on page 147, revenue
is recognised when a candidate accepts
a position and a start date is determined,
or on acceptance where appropriate as
described in note 1. An Earned But Not
Invoiced (EBNI) / backout 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.
• For temporary placements, we have agreed a
sample of revenue recognised in the final month
of the year back to approved timecards, sales
invoices and cash receipt.
• 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, is incomplete or is not valued appropriately.
Financial Statements
132 Robert Walters plc Annual Report and Accounts 2025
Independent Auditor’s Report continued
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 financial statements Parent Company financial statements
2025
£ millions
2024
£ millions
2025
£ millions
2024
£ millions
Materiality 2.2 1.6 2.0 1.5
Basis for
determining
materiality
0.8% of Net fee
income*
0.5% of Net fee
income
Lower of 3.5% of
net assets or 95%
Group materiality
Lower of 3.5% of
net assets or 95%
Group materiality
Rationale for the
benchmark applied
Net fee income is
considered to be the
most appropriate
benchmark given the
loss position. It is also
a key performance
indicator (KPI) used
by the Group and is
a measure used by
competitors within
the industry.
Net fee income is
considered to be the
most appropriate
benchmark given the
loss position. It is also
a key performance
indicator (KPI) used
by the Group and is
a measure used by
competitors within
the industry.
Net assets is
considered to be the
most appropriate
benchmark as the
Parent Company
does not trade.
Materiality was
capped at 95% of
Group materiality.
Net assets is
considered to be the
most appropriate
benchmark as the
Parent Company
does not trade.
Materiality was
capped at 95% of
Group materiality.
Performance
materiality
1.3 1.1 1.3 1.1
Basis for determining
performance
materiality
62.5% of
materiality**
70% of
materiality
62.5% of
materiality**
70% of
materiality
Rationale for the
percentage applied
for performance
materiality
Based on history of
adjustments and an
assessment of the
aggregated error risk.
Based on history of
adjustments and an
assessment of the
aggregated error risk.
Based on history of
adjustments and an
assessment of the
aggregated error risk.
Based on history of
adjustments and an
assessment of the
aggregated error risk.
*Qualitative risk factors in 2024 resulted in a lower materiality cap.
**Performance materiality continues to be set towards the mid-point of allowable ranges.
Component performance materiality
For the purposes of our Group audit opinion, we set performance materiality for each component of the Group,
apart from the Parent Company whose materiality and performance materiality are set out above, based on a
percentage of between 15% and 55% (2024: 15% and 55%) of Group performance materiality dependent on a number
of factors including the control environment, the relative size of the component, and our assessment of the risk of
material misstatement of those components. Component performance materiality ranged from £0.2m to £1.3m
(2024: £0.6m to £1.2m).
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 133
Corporate GovernanceOverview
Reporting threshold
We agreed with the Audit Committee that we would report to them all individual audit differences in excess of
£88,000 (2024: £64,000). We also agreed to report differences below this threshold that, in our view, warranted
reporting on qualitative grounds
Other information
The Directors are responsible for the other information. The other information comprises the information included in
the Annual Report’ 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 UK 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 set out on page 126;
• The Directors’ explanation as to their assessment of the Group’s prospects, the period this
assessment covers and why the period is appropriate set out on page 126; and
• The Directors’ statement on whether they have a reasonable expectation that the Group will be
able to continue in operation and meet its liabilities set out on page 126.
Other Code
provisions
• Directors’ statement on fair, balanced and understandable set out on page 88;
• Board’s confirmation that it has carried out a robust assessment of the emerging and principal
risks set out on page 66 to 73;
• The section of the annual report that describes the review of effectiveness of risk management
and internal control systems set out on page 84; and
• The section describing the work of the audit committee set out on pages 85 to 89.
Financial Statements
134 Robert Walters plc Annual Report and Accounts 2025
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 report 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.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities 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.
However, the primary responsibility for the prevention and detection of fraud rests with both those charged with
governance of the Parent Company and management.
Independent Auditor’s Report continued
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 135
Corporate GovernanceOverview
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 charged with governance, internal legal counsel and Audit Committee;
• 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), Listing Rules, 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:
• Enquires of management whether there were any litigations and claims;
• Enquires of the legal team of the Group and the Parent Company;
• Review of minutes of meetings 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 and internal audit 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 meetings 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;
• Involvement of internal forensics specialists on the design of planned audit procedures in response to fraud risk; and
• Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of
material misstatement due to fraud.
Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of
controls, key areas of estimation uncertainty or judgement and the existence and accuracy of revenue at year end in
relation to temporary placements.
Financial Statements
136 Robert Walters plc Annual Report and Accounts 2025
Fraud continued
Our procedures in respect of the above included:
• Testing a sample of journal entries throughout the year, which met defined risk criteria, by agreeing to
supporting documentation;
• 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 as set out in
the key audit matters section above, and expected credit loss provision for which we assess the reasonableness of
assumptions used in context of our understanding of the Group and the industry; and
• For a sample of temporary placements we checked that timecards and the rate applied have been appropriately
approved and we agreed a sample of revenue recognised in the final month of the year back to approved
timecards, sales invoices and cash receipt.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team
members including component auditors 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 auditors, 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.
In due course, as required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.15R
- 4.1.18R, these financial statements will form part of the Electronic Format Annual Financial Report filed on the
National Storage Mechanism of the FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides
no assurance over whether the Electronic Format Annual Financial Report has been prepared in compliance with DTR
4.1.15R – DTR 4.1.18R.
For and on behalf of BDO LLP , Statutory Auditor
London, UK
11 March 2026
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 2025 Robert Walters plc 137
Corporate GovernanceOverview
| 2025 | 2024 | ||
| Note | £ millions | £ millions | |
Revenue | 1 | ||
Cost of sales | ( | ( | |
Gross profit (net fee income) | |||
Administrative expenses | ( | ( | |
Operating (loss) profit | ( | ||
Finance income | |||
Finance costs | 2 | ( | ( |
Loss on foreign exchange | ( | ( | |
(Loss) profit before taxation | 3 | ( | |
Taxation | 5 | ( | ( |
Loss for the year | ( | ( | |
| Attributable to: | |||
Owners of the Company | ( | ( | |
Loss per share (pence): | 7 | ||
Basic | ( | ( | |
Diluted | ( | ( |
The amounts above relate to continuing operations.
Consolidated Statement of Comprehensive Income
For the year ended 31 December 2025
| 2025 | 2024 | |
| £ millions | £ millions | |
Loss for the year | ( | ( |
| Items that may be reclassified subsequently to profit or loss: | ||
Exchange differences on translation of overseas operations | ( | ( |
Total comprehensive expense for the year | ( | ( |
| Attributable to: | ||
Owners of the Company | ( | ( |
Consolidated Income Statement
For the year ended 31 December 2025
138 Robert Walters plc Annual Report and Accounts 2025
Financial Statements
Consolidated Balance Sheet
As at 31 December 2025
| 2025 | 2024 | ||
| Note | £ 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 |
Annual Report and Accounts 2025 Robert Walters plc 139
Strategic Report Financial StatementsCorporate GovernanceOverview
| 2025 | 2024 | ||
| Note | £ millions | £ millions | |
Operating (loss) profit | ( | ||
| Adjustments for: | |||
Depreciation and amortisation charges | |||
| 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 gain (loss) | ( | ||
Operating cash flows before movements in working capital | |||
Decrease 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 | ( | ( | |
Net cash used in investing activities | ( | ( | |
| Financing activities | |||
Equity dividends paid | 6 | ( | ( |
Interest paid | ( | ( | |
Principal paid and received on lease liabilities | 10 | ( | ( |
Proceeds from financing facility | 14 | ||
Repayment of financing facility | 14 | ( | ( |
Proceeds from exercise of share options | |||
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 2025
Financial Statements
140 Robert Walters plc Annual Report and Accounts 2025
| Own | Treasury | Foreign | ||||||
| Share | Share | Other | shares | shares | exchange | Retained | Total | |
| capital | premium | reserves | held | held | reserves | earnings | equity | |
| Group | £ millions | £ millions | £ millions | £ millions | £ millions | £ millions | £ millions | £ millions |
Balance at 1 January 2024 | ( | ( | ( | |||||
Loss for the year | ( | ( | ||||||
| Foreign currency | ( | ( | ||||||
| translation differences | ||||||||
| Total comprehensive | ( | ( | ( | |||||
| 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 | ||||||||
New shares issued and own shares purchased | ||||||||
Balance at 31 December 2024 | ( | ( | ( | ( | ||||
Loss for the year | ( | ( | ||||||
| Foreign currency | ( | ( | ||||||
| translation differences | ||||||||
| Total comprehensive | ( | ( | ( | |||||
| 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 | ||||||||
New shares issued and own shares purchased | ||||||||
Balance at | ( | ( | ( | ( |
Consolidated Statement of Changes in Equity
For the year ended 31 December 2025
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 141
Corporate GovernanceOverview
Statement of Accounting Policies
For the year ended 31 December 2025
Financial Statements
142 Robert Walters plc Annual Report and Accounts 2025
Statement of Accounting Policies continued
For the year ended 31 December 2025
Accounting policies continued
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 143
Corporate GovernanceOverview
Accounting policies continued
Financial Statements
144 Robert Walters plc Annual Report and Accounts 2025
Statement of Accounting Policies continued
For the year ended 31 December 2025
Accounting policies continued
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 145
Corporate GovernanceOverview
Accounting policies continued
Financial liabilities continued
IFRS 18 | Presentation and Disclosure in Financial Statements |
| IFRS 9 and IFRS 7 (amendments) | Amendments to the Classification and Measurement |
| of Financial Instruments |
Financial Statements
146 Robert Walters plc Annual Report and Accounts 2025
IFRS 18 Presentation and Disclosure in Financial Statements continued
Statement of Accounting Policies continued
For the year ended 31 December 2025
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 147
Corporate GovernanceOverview
Financial Statements
148 Robert Walters plc Annual Report and Accounts 2025
Notes to the Group Accounts
For the year ended 31 December 2025
| Gross profit | Operating | ||
| (net fee | profit | ||
| Revenue | income) | (loss) | |
| £ millions | £ millions | £ millions | |
| 2025 | |||
Asia Pacific | 375.0 | 121.2 | 0.8 |
UK | 180.6 | 47.4 | (7.5) |
Europe | 194.5 | 81.9 | (3.0) |
Rest of World | 31.0 | 23.7 | (5.2) |
781.1 | 274.2 | (14.9) | |
| 2024 | |||
Asia Pacific | 396.5 | 138.8 | 6.0 |
UK | 211.3 | 50.4 | (1.4) |
Europe | 248.5 | 105.7 | 5.5 |
Rest of World | 35.8 | 26.5 | (4.9) |
892.1 | 321.4 | 5.2 |
| Non | |||||
| Property, plant | current | Lease | |||
| & equipment | Intangibles | Right-of-use | assets | liabilities | |
| £ millions | £ millions | £ millions | £ millions | £ millions | |
| 2025 | |||||
Asia Pacific | 3.2 | 8.1 | 19.1 | 37.0 | (21.3) |
UK | 1.9 | 30.2 | 10.4 | 45.2 | (14.5) |
Europe | 3.8 | - | 27.2 | 31.4 | (31.0) |
Rest of World | 0.4 | - | 0.9 | 1.8 | (1.2) |
9.3 | 38.3 | 57.6 | 115.4 | (68.0) | |
| 2024 | |||||
Asia Pacific | 4.0 | 8.2 | 18.4 | 36.5 | (20.8) |
UK | 2.5 | 30.0 | 12.4 | 51.8 | (17.1) |
Europe | 4.4 | - | 28.2 | 33.9 | (31.8) |
Rest of World | 0.6 | - | 2.0 | 3.3 | (2.7) |
11.5 | 38.2 | 61.0 | 125.5 | (72.4) |
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 149
Corporate GovernanceOverview
1. Segmental information continued
| 2025 | 2024 | |
| £ millions | £ millions | |
| Revenue: | ||
Specialist professional recruitment | 609.8 | 705.4 |
Recruitment outsourcing | 171.3 | 186.7 |
781.1 | 892.1 |
| 2025 | 2024 | |
| £ millions | £ millions | |
| Revenue: | ||
Permanent | 169.8 | 197.0 |
Temporary | 465.6 | 521.9 |
Interim | 104.3 | 128.5 |
Other | 41.4 | 44.7 |
781.1 | 892.1 |
| 2025 | 2024 | ||
| Note | £ millions | £ millions | |
Interest on financing facilities | 1.9 | 1.2 | |
Lease interest (net) | 10 | 3.2 | 3.4 |
Total borrowing costs | 5.1 | 4.6 |
| 2025 | 2024 | |
| £ millions | £ millions | |
| (Loss) 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 | 0.8 | 1.0 |
| Total audit fees | 0.9 | 1.1 |
| - Audit related assurance services | - | - |
| - Other services supplied pursuant to legislation | 0.1 | 0.1 |
| Total non-audit fees | 0.1 | 0.1 |
| Total fees | 1.0 | 1.2 |
| Depreciation and amortisation of assets - owned | 8.2 | 8.6 |
| Depreciation of right-of-use assets | 14.3 | 14.4 |
| Profit on disposal of property, plant and equipment and computer software | - | - |
| Impairment of trade receivables (net) | 0.3 | 0.3 |
| Expense relating to short-term leases | 1.2 | 1.8 |
| Foreign exchange loss | 0.1 | 0.8 |
Financial Statements
150 Robert Walters plc Annual Report and Accounts 2025
Notes to the Group Accounts continued
For the year ended 31 December 2025
| 2025 | 2024 | |
| Number | Number | |
| The average monthly number of employees of the Group | ||
| (including Executive Directors) during the year was: | ||
Group employees | 3,619 |
| 2025 | 2024 | |
| £ millions | £ millions | |
| Their aggregate remuneration comprised: | ||
Wages and salaries | 186.6 | 207.7 |
Social security costs | 22.8 | 23.0 |
Other pension costs | 6.2 | 8.4 |
Cost of employee share options and awards | 2.2 | 1.7 |
217.8 | 240.8 |
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 151
Corporate GovernanceOverview
| 2025 | 2024 | |
| £ millions | £ millions | |
| Current tax charge | ||
Corporation tax – UK | - | - |
Corporation tax – Overseas | 4.0 | 7.3 |
| Adjustments in respect of prior years | ||
Corporation tax – UK | - | - |
Corporation tax – Overseas | (0.1) | (1.0) |
3.9 | 6.3 | |
| Deferred tax | ||
Deferred tax – UK | 0.3 | (1.5) |
Deferred tax – Overseas | 2.2 | (0.1) |
| Adjustments in respect of prior years | ||
Deferred tax – UK | 0.6 | 0.3 |
Deferred tax – Overseas | 0.2 | 1.5 |
3.3 | 0.2 | |
Total tax charge for the year | 7.2 | 6.5 |
(Loss) profit before taxation | (19.6) | 0.5 |
Tax at standard UK corporation tax rate of 25.0% (2024: 25.0%) | (4.9) | 0.1 |
| Effects of: | ||
Unrelieved losses | 11.1 | 3.9 |
Tax exempt income and other expenses not deductible | 0.4 | 0.1 |
Other timing difference | (1.3) | 1.0 |
Overseas earnings taxed at different rates | 1.2 | 0.5 |
Adjustments to tax charges in previous years | 0.6 | 0.8 |
Impact of tax rate change | 0.1 | 0.1 |
Total tax charge for the year | 7.2 | 6.5 |
| Tax recognised directly in equity | ||
Tax on share-based payment transactions | 0.5 | 0.1 |
Financial Statements
152 Robert Walters plc Annual Report and Accounts 2025
Notes to the Group Accounts continued
For the year ended 31 December 2025
6. Dividends
| 2025 | 2024 | |
| £ millions | £ millions | |
| Amounts recognised as distributions to equity holders in the year: | ||
Interim dividend paid of nil p per share (2024: 6.5p) | - | 4.3 |
Final dividend for 2024 of | 11.2 | 11.2 |
11.2 | 15.5 | |
Proposed final dividend for 2025 of |
| 2025 | 2024 | |
| Number | Number | |
| of shares | of shares | |
| Weighted average number of shares: | ||
Shares in issue throughout the year | 76,431,699 | 76,429,714 |
Shares issued in the year | - | 1,512 |
Treasury and own shares held | (10,652,721) | (10,677,080) |
For basic earnings per share | 65,778,978 | 65,754,146 |
Dilutive impact of outstanding share options | - | - |
For diluted earnings per share | 65,778,978 | 65,754,146 |
| 2025 | 2024 | |
| £ millions | £ millions | |
Loss for the year attributable to equity holders of the Parent | (26.8) | (6.0) |
Loss per share (pence): | 2025 | 2024 |
Basic | (40.7) | (9.1) |
Diluted | (40.7) | (9.1) |
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 153
Corporate GovernanceOverview
| Computer | |||
| Goodwill | software | Total | |
| £ millions | £ millions | £ millions | |
| Cost: | |||
At 1 January 2024 | 8.0 | 35.6 | 43.6 |
Additions | - | 8.3 | 8.3 |
Disposals | - | (0.8) | (0.8) |
Foreign currency translation differences | - | (0.1) | (0.1) |
At 31 December 2024 | 8.0 | 43.0 | 51.0 |
Additions | - | 4.5 | 4.5 |
Disposals | - | (2.4) | (2.4) |
Foreign currency translation differences | - | (0.1) | (0.1) |
At 31 December 2025 | 8.0 | 45.0 | 53.0 |
| Accumulated amortisation: | |||
At 1 January 2024 | - | 9.8 | 9.8 |
Charge for the year | - | 3.9 | 3.9 |
Disposals | - | (0.8) | (0.8) |
Foreign currency translation differences | - | (0.1) | (0.1) |
At 31 December 2024 | - | 12.8 | 12.8 |
Charge for the year | - | 4.4 | 4.4 |
Disposals | - | (2.4) | (2.4) |
Foreign currency translation differences | - | (0.1) | (0.1) |
At 31 December 2025 | - | 14.7 | 14.7 |
| Carrying value: | |||
At 1 January 2024 | 8.0 | 25.8 | 33.8 |
At 31 December 2024 | 8.0 | 30.2 | 38.2 |
At 31 December 2025 | 8.0 | 30.3 | 38.3 |
Financial Statements
154 Robert Walters plc Annual Report and Accounts 2025
Notes to the Group Accounts continued
For the year ended 31 December 2025
8. Intangible assets continued
Goodwill Impairment Review continued
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 155
Corporate GovernanceOverview
| Fixtures, | ||||
| fittings and | ||||
| Leasehold | office | Computer | ||
| improvements | equipment | equipment | Total | |
| £ millions | £ millions | £ millions | £ millions | |
| Cost: | ||||
At 1 January 2024 | 6.7 | 23.7 | 12.2 | 42.6 |
Additions | 0.3 | 0.7 | 0.6 | 1.6 |
Disposals | (0.8) | (1.7) | (1.4) | (3.9) |
Foreign currency translation differences | (0.3) | (1.1) | (0.4) | (1.8) |
At 31 December 2024 | 5.9 | 21.6 | 11.0 | 38.5 |
Additions | 0.4 | 0.6 | 0.4 | 1.4 |
Disposals | (0.3) | (0.4) | (1.2) | (1.9) |
Foreign currency translation differences | (0.2) | 0.1 | (0.1) | (0.2) |
At 31 December 2025 | 5.8 | 21.9 | 10.1 | 37.8 |
| Accumulated depreciation and impairment: | ||||
At 1 January 2024 | 5.1 | 12.4 | 9.8 | 27.3 |
Charge for the year | 0.6 | 2.3 | 1.8 | 4.7 |
Disposals | (0.8) | (1.7) | (1.4) | (3.9) |
Foreign currency translation differences | (0.2) | (0.6) | (0.3) | (1.1) |
At 31 December 2024 | 4.7 | 12.4 | 9.9 | 27.0 |
Charge for the year | 0.6 | 2.1 | 1.1 | 3.8 |
Disposals | (0.3) | (0.3) | (1.2) | (1.8) |
Foreign currency translation differences | (0.3) | - | (0.2) | (0.5) |
At 31 December 2025 | 4.7 | 14.2 | 9.6 | 28.5 |
| Carrying value: | ||||
At 1 January 2024 | 1.6 | 11.3 | 2.4 | 15.3 |
At 31 December 2024 | 1.2 | 9.2 | 1.1 | 11.5 |
At 31 December 2025 | 1.1 | 7.7 | 0.5 | 9.3 |
| Buildings | Vehicles | Total | |
| Right-of-use assets | £ millions | £ millions | £ millions |
At 1 January 2024 | 63.8 | 3.7 | 67.5 |
Additions | 3.0 | 1.8 | 4.8 |
Lease modification | 5.5 | - | 5.5 |
Depreciation charge for the year | (12.5) | (1.9) | (14.4) |
Disposal | - | - | - |
Foreign currency translation differences | (2.3) | (0.1) | (2.4) |
At 31 December 2024 | 57.5 | 3.5 | 61.0 |
Additions | 3.2 | 1.2 | 4.4 |
Lease modification | 5.9 | - | 5.9 |
Depreciation charge for the year | (12.4) | (1.9) | (14.3) |
Disposal | (0.1) | - | (0.1) |
Foreign currency translation differences | 0.6 | 0.1 | 0.7 |
At 31 December 2025 | 54.7 | 2.9 | 57.6 |
Financial Statements
156 Robert Walters plc Annual Report and Accounts 2025
Notes to the Group Accounts continued
For the year ended 31 December 2025
10. Leases continued
| 2025 | 2024 | |
| Lease Receivables | £ millions | £ millions |
Current | 0.7 | 0.9 |
Non-current 1 | 3.2 | 3.7 |
At 31 December | 3.9 | 4.6 |
| 2025 | 2024 | |
| Lease Liabilities | £ millions | £ millions |
Current | (17.2) | (18.2) |
Non-current 1 | (50.8) | (54.2) |
At 31 December | (68.0) | (72.4) |
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 157
Corporate GovernanceOverview
10. Leases continued
| 2025 | 2024 | |
| £ millions | £ millions | |
Depreciation charge of right-of-use assets | 14.3 | 14.4 |
Interest expense (included in finance cost) | 3.3 | 3.6 |
Interest receivable (included in finance cost) | (0.1) | (0.2) |
Expense relating to short-term leases (included in administrative expenses) | 1.2 | 1.8 |
Total charges in relation to leases | 18.7 | 19.6 |
Financial Statements
158 Robert Walters plc Annual Report and Accounts 2025
Notes to the Group Accounts continued
For the year ended 31 December 2025
Country of
incorporation
Registered
address
Estado de Sao Paulo, na Rua do Rócio, nº 350, Edificio Atrium IX,
Conjunto nº 41, 4º Andar, CEP 04552-000
2301, 302A, Suhe Centre, No. 99 North Shanxi Road,
Jing’an District, Shanghai, PRC
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
Suite 1005, 10th Floor Wisma Hamzah-Kwong Hing, No. 1 Leboh Ampang 50100 Kuala Lumpur,
W.P. Kuala Lumpur, Malaysia
Suite 1005, 10th Floor Wisma Hamzah-Kwong Hing, No. 1 Leboh Ampang 50100 Kuala Lumpur,
W.P. Kuala Lumpur, Malaysia
Bosque de Duraznos 69 Torre A 1101-C, Bosque de las Lomas,
Miguel Hidalgo, Ciudad de México, Mexico
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 159
Corporate GovernanceOverview
11. Group investments
Subsidiary
undertaking
Effective
ownership of
ordinary shares
Principal
activity
Robert Walters Pty Limited 100% Recruitment consultancy | |||||||
Robert Walters Australia Pty Limited 100% Recruitment consultancy | |||||||
Resource Solutions Corporation Pty Limited 100% HR outsourcing services | |||||||
Robert Walters SA 100% Recruitment consultancy | |||||||
Robert Walters People Solutions SA 100% Recruitment consultancy | |||||||
| Robert Walters Brazil Limitada 100% Recruitment consultancy | |||||||
Robert Walters Canada Inc 100% Recruitment consultancy | |||||||
Robert Walters Chile SpA 100% Recruitment consultancy | |||||||
Walters People Chile Empresa de Servicios Transitorios SpA 100% Recruitment consultancy | |||||||
100% Recruitment consultancy | |||||||
| Robert Walters Talent China Limited 100% Recruitment consultancy | |||||||
RS Resourcing S.r.o 100% HR outsourcing services | |||||||
Robert Walters SAS 100% Recruitment consultancy | |||||||
Walters People SAS 100% Recruitment consultancy | |||||||
Robert Walters Germany GMBH 100% Recruitment consultancy | |||||||
RS Resource Solutions GMBH 100% HR outsourcing services | |||||||
Resource Solutions Consulting (Hong Kong) Limited 100% HR outsourcing services | |||||||
Robert Walters (Hong Kong) Limited 100% Recruitment consultancy | |||||||
| Resource Solutions India Private Limited 100% HR outsourcing services | |||||||
| Resource Solutions Consulting Private Limited 100% HR outsourcing services | |||||||
49% Recruitment consultancy | |||||||
Robert Walters Limited 100% Recruitment consultancy | |||||||
Robert Walters Italy s.r.l. 100% Recruitment consultancy | |||||||
Robert Walters Japan KK 100% Recruitment consultancy | |||||||
Resource Solutions Japan KK 100% HR outsourcing services | |||||||
| Robert Walters Resource Solutions Sdn Bhd 100% HR outsourcing services | |||||||
| 49% Recruitment consultancy | |||||||
Robert Walters Mauritius Limited 100% Recruitment consultancy | |||||||
| Robert Walters Mexico S. de R.L. de C.V. 100% Recruitment consultancy | |||||||
Walters People BV 100% Recruitment consultancy | |||||||
Robert Walters BV 100% Recruitment consultancy | |||||||
100% Holding Company | |||||||
Robert Walters New Zealand Limited 100% Recruitment consultancy | |||||||
Resource Solutions Global Service Centre (Philippines), Inc. 100% HR outsourcing services | |||||||
Resource Solutions sp. z o.o. 100% HR outsourcing services | |||||||
Robert Walters Business Consulting (Shanghai) Ltd Company
1
PT. Robert Walters Indonesia
2
Agensi Pekerjaan Walters Sdn Bhd
2
SAI Holdings BV
3
Financial Statements
160 Robert Walters plc Annual Report and Accounts 2025
Country of
incorporation
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
Q House Lumpini, 17th Floor, Unit 1702, 1 South Sathorn Road,
Thungmahamek, Sathorn, Bangkok 10120, Thailand
175 Sathorn City Tower, Level 18/1, South Sathorn Road,
Thungmahamek, Sathorn, Bangkok 10120
Unit 1, Level 9, The Metropolitan, 235 Dong Khoi Street,
Ben Nghe Ward, District 1, Ho Chi Minh City, Vietnam
Notes to the Group Accounts continued
For the year ended 31 December 2025
11. Group investments continued
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 161
Corporate GovernanceOverview
Subsidiary
undertaking
Effective
ownership of
ordinary shares
Principal
activity
Robert Walters Portugal Unipessoal Lda 100% Recruitment consultancy | |||
Robert Walters Arabia for Business Services 100% Advisory Services | |||
Resource Solutions Consulting (Singapore) Pte Ltd 100% HR outsourcing services | |||
Robert Walters (Singapore) Pte Ltd 100% Recruitment consultancy | |||
| Robert Walters South Africa Proprietary Limited 100% Recruitment consultancy | |||
| 100% Recruitment consultancy | |||
Robert Walters Korea Limited 100% Recruitment consultancy | |||
Robert Walters Holding SAS Sucursal En Espana 100% Recruitment consultancy | |||
100% Recruitment consultancy | |||
Robert Walters Switzerland AG 100% Recruitment consultancy | |||
Robert Walters Company Limited (Taiwan) 100% Recruitment consultancy | |||
| 100% Recruitment consultancy | |||
| Robert Walters Recruitment (Thailand) Ltd 100% Recruitment consultancy | |||
| Robert Walters Holdings (Thailand) Limited 100% Holding company | |||
Robert Walters Middle East Limited 100% Recruitment consultancy | |||
100% Recruitment consultancy | |||
Robert Walters Operations Limited 100% Recruitment consultancy | |||
100% Recruitment consultancy | |||
Resource Solutions Limited 100% HR outsourcing services | |||
100% HR outsourcing services | |||
Resource Solutions Europe Limited External Profit Company 100% HR outsourcing services | |||
100% Recruitment consultancy | |||
100% Holding Company | |||
100% Recruitment consultancy | |||
Resource Solutions Inc (Delaware) 100% HR outsourcing services | |||
Resource Solutions Inc (Florida) 100% HR outsourcing services | |||
Robert Walters Associates Inc. 100% Recruitment consultancy | |||
Robert Walters Associates California Inc. 100% Recruitment consultancy | |||
Robert Walters Holdings North America Inc. 100% Recruitment consultancy | |||
Robert Walters Texas Inc. 100% Recruitment consultancy | |||
| Robert Walters Vietnam Company Limited 100% Recruitment consultancy | |||
K2018112216 (South Africa) (Pty) Ltd (t/a Resource Solutions
South Africa)
Walters People Sociedad Limitada Empresa
de Trabajo Temporal
Robert Walters (Eastern Seaboard) Ltd
1
Robert Walters Dubai Ltd
4
Robert Walters Consultancy Limited
5
Resource Solutions Europe Limited
4
Resource Solutions Workforce Management Limited
4
Robert Walters Holdings Limited
3,6
Walters Interim Limited
3
Financial Statements
162 Robert Walters plc Annual Report and Accounts 2025
| 2025 | 2024 | |
| £ millions | £ millions | |
| Receivables due within one year: | ||
Trade receivables | 71.5 | 95.7 |
Other receivables | 8.3 | 9.8 |
Prepayments | 7.3 | 6.4 |
Accrued income | 39.3 | 45.6 |
126.4 | 157.5 |
| 2025 2025 | 2024 2024 | |
| £ millions £ millions | £ millions £ millions | |
Trade payables | 6.3 | 8.3 |
Other taxation and social security | 20.8 | 28.8 |
Other payables 1 | 19.6 | 22.1 |
Accruals 2 | 48.3 | 62.3 |
95.0 | 121.5 |
| 2025 | 2024 | |
| £ millions | £ millions | |
Bank overdrafts and borrowings: current | 22.9 | 15.6 |
22.9 | 15.6 | |
| The borrowings are repayable as follows: | ||
Within one year | 22.9 | 15.6 |
22.9 | 15.6 |
Notes to the Group Accounts continued
For the year ended 31 December 2025
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 163
Corporate GovernanceOverview
| Accelerated | Share-based | Accruals and | |||
| depreciation | Tax losses | payment | provisions | Total | |
| £ millions | £ millions | £ millions | £ millions | £ millions | |
At 1 January 2024 | (1.2) | 6.8 | 1.2 | 4.8 | 11.6 |
Charge to income | (1.1) | 0.1 | 0.2 | 0.6 | (0.2) |
Credit to equity | - | - | (0.1) | - | (0.1) |
Foreign currency translation differences | - | (0.1) | - | (0.4) | (0.5) |
At 31 December 2024 | (2.3) | 6.8 | 1.3 | 5.0 | 10.8 |
Charge to income | (0.1) | (3.0) | - | (0.2) | (3.3) |
Credit to equity | - | - | (0.5) | - | (0.5) |
Foreign currency translation differences | - | - | - | (0.1) | (0.1) |
At 31 December 2025 | (2.4) | 3.8 | 0.8 | 4.7 | 6.9 |
| 2025 2025 | 2024 2024 | |
| Group Group | £ millions £ millions | £ millions £ millions |
Deferred tax assets | 7.0 | 11.1 |
Deferred tax liabilities | (0.1) | (0.3) |
6.9 | 10.8 |
2025 | 2024 2024 | |||||
| Net DTA Net DTA | Gross DTA | Gross DTL Gross DTL | Net DTA Net DTA | Gross DTA Gross DTA | Gross DTL Gross DTL | |
(debtors) (debtors) | (creditors) (creditors) | (debtors) (debtors) | (debtors) (debtors) | (creditors) (creditors) | ||
£ millions | £ millions £ millions | £ millions £ millions | £ millions £ millions | £ millions £ millions | £ millions £ millions | |
Included in debtors | 6.9 | 7.0 | (0.1) | 10.8 | 11.1 | (0.3) |
Accelerated depreciation | (0.1) | (0.1) | - | (1.1) | (1.1) | - |
Tax losses | (3.0) | (3.0) | - | - | - | - |
Share based payments | (0.5) | (0.5) | - | 0.1 | 0.1 | - |
Accruals and provisions | (0.3) | 1.1 | (1.4) | 0.2 | 0.3 | (0.1) |
Provision for deferred tax | (3.9) | (2.5) | (1.4) | (0.8) | (0.7) | (0.1) |
As at 1 January | 10.8 | 11.1 | (0.3) | 11.6 | 11.8 | (0.2) |
| Deferred tax charge in consolidated | (3.3) | (3.5) | 0.2 | (0.2) | (0.1) | (0.1) |
| income statement | ||||||
Deferred tax charge in equity | (0.5) | (0.5) | - | (0.1) | (0.1) | - |
Foreign currency translation differences | (0.1) | (0.1) | - | (0.5) | (0.5) | - |
As at 31 December | 6.9 | 7.0 | (0.1) | 10.8 | 11.1 | (0.3) |
Financial Statements
164 Robert Walters plc Annual Report and Accounts 2025
15. Deferred taxation continued
| Total | |
| £ millions | |
At 1 January 2024 | 2.8 |
Additional provisions charged to income statement | 1.5 |
Provision released | (0.5) |
Utilisation of provisions | (0.1) |
Foreign exchange movements | (0.1) |
At 31 December 2024 | 3.6 |
Additional provisions charged to income statement | 2.4 |
Provision released | (0.8) |
Utilisation of provisions | (0.4) |
Foreign exchange movements | - |
At 31 December 2025 | 4.8 |
| Analysis of total provision: | |
Current | 2.8 |
Non-current | 2.0 |
| 4.8 |
Notes to the Group Accounts continued
For the year ended 31 December 2025
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 165
Corporate GovernanceOverview
17. Financial risk management continued
| 2025 | 2024 | |
| Cash | £ millions | £ millions |
Euros | 12.5 | 21.2 |
Japanese Yen | 6.5 | 8.5 |
Australian Dollars | 4.1 | 3.6 |
Hong Kong Dollars | 3.8 | 6.9 |
New Zealand Dollars | 3.4 | 4.5 |
Chinese Renminbi | 3.0 | 3.1 |
US Dollars | 2.4 | 1.4 |
Singapore Dollars | 1.7 | 3.1 |
South Korean Won | 1.6 | 2.5 |
Taiwan Dollar | 1.4 | 2.0 |
Malaysian Ringgit | 1.3 | 1.8 |
Chilean Peso | 1.3 | 1.3 |
Swiss Franc | 1.2 | 0.7 |
Great British Pounds Sterling | 0.7 | 1.5 |
Other | 4.2 | 6.0 |
49.1 | 68.1 |
Financial Statements
166 Robert Walters plc Annual Report and Accounts 2025
17. Financial risk management continued
| 31 - 60 days | 61 - 90 days | More than 91 | |||
| Current | past due | past due | days past due | Total | |
| 31 December 2025 | |||||
Expected loss rate | 0.3% | 1.5% | 1.1% | 51.2% | 3.8% |
Trade receivables (£’millions) | 28.6 | 32.7 | 8.9 | 4.1 | 74.3 |
Bad debt provision (£’millions) | 0.1 | 0.5 | 0.1 | 2.1 | 2.8 |
| 31 - 60 days | 61 - 90 days | More than 91 | |||
| Current | past due | past due | days past due | Total | |
| 31 December 2024 | |||||
Expected loss rate | 0.3% | 1.7% | 1.3% | 42.2% | 2.9% |
| Trade receivables (£’millions) | 36.1 | 42.0 | 16.0 | 4.5 | 98.6 |
| Bad debt provision (£’millions) | 0.1 | 0.7 | 0.2 | 1.9 | 2.9 |
Notes to the Group Accounts continued
For the year ended 31 December 2025
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 167
Corporate GovernanceOverview
| 2025 | 2024 | 2025 | 2024 | |
| 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 | 76,431,699 | 76,431,699 | 15.3 | 15.3 |
| Exercisable | ||||
| Share | Price | |||
| options | granted | |||
| granted | (p) | From | To | |
Executive Options | 50,000 | 299 | March 2019 | March 2026 |
Executive Options | 112,000 | 400 | March 2020 | March 2027 |
Executive Options | 14,500 | 501 | March 2026 | March 2033 |
SAYE | 112,701 | 291 | November 2026 | May 2027 |
SAYE | 59,134 | 284 | September 2027 | March 2028 |
SAYE | 925,115 | 127 | November 2028 | May 2029 |
| 1,273,450 |
2025 | 2024 | |||
| Weighted | Weighted | |||
| average | average | |||
| exercise | exercise | |||
| Options | price (£) | Options | price (£) | |
At 1 January | 937, 274 | 3.34 | 1,292,120 | 3.54 |
Granted during the year | 973,879 | 1.27 | 212,889 | 2.84 |
Forfeited during the year | (600,453) | 3.02 | (400,013) | 3.45 |
Lapsed during the year | (37,250) | 5.77 | (80,250) | 4.69 |
Exercised during the year | - | n/a | (87,472) | 3.29 |
At 31 December | 1,273,450 | 1.84 | 937,274 | 3.34 |
Financial Statements
168 Robert Walters plc Annual Report and Accounts 2025
19. Share options continued
Equity-settled share option plan continued
SAYE options | Executive Options | ||||||
2025 | 2024 | 2023 | 2025 | 2024 | 2023 | 2022 | |
Weighted average share price | £1.27 | £2.84 | £2.91 | n/a | n/a | £5.60 | £5.77 |
Weighted average exercise price | £1.27 | £2.84 | £2.91 | n/a | n/a | £5.01 | £5.77 |
Expected volatility | 36.5% | 34.1% | 34.5% | n/a | n/a | 34.5% | 34.5% |
Expected life | 3.32 | 3.25 | 3.25 | n/a | n/a | 6 | 6 |
Risk free rate | 4.0% | 4.0% | 3.5% | n/a | n/a | 3.5% | 1.3% |
Expected dividend yield | 0.0% | 7.1% | 4.2% | n/a | n/a | 4.2% | 3.5% |
2025 | 2024 | |||||
| Share | Co-investment | Share | Co-investment | |||
| awards | awards | Total | awards | awards | Total | |
At 1 January | 3,277,495 | 729,037 | 4,006,532 | 3,020,226 | 708,638 | 3,728,864 |
Granted during the year | 2,989,633 | - | 2,989,633 | 1,618,819 | 261,666 | 1,880,485 |
| Vested and exercised | - | - | - | - | - | - |
| during the year | ||||||
Lapsed during the year | (736,662) | (238,007) | (974,669) | (1,075,654) | (150,552) | (1,226,206) |
Forfeited during the year | (306,148) | (66,424) | (372,572) | (285,896) | (90,715) | (376,611) |
At 31 December | 5,224,318 | 424,606 | 5,648,924 | 3,277,495 | 729,037 | 4,006,532 |
Notes to the Group Accounts continued
For the year ended 31 December 2025
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 169
Corporate GovernanceOverview
19. Share options continued
Equity-settled Performance Share Plan (PSP) continued
2025 | 2024 | 2023 | 2022 | |
Weighted average share price | £2.20 | £4.07 | £5.24 | £6.65 |
Weighted average exercise price | nil | nil | nil | nil |
Expected volatility | 33.0% | 34.7% | 34.5% | 36.6% |
Expected life | 3 | 3 | 3 | 3 |
Risk free rate | 4.0% | 4.1% | 3.6% | 1.4% |
Expected dividend yield | nil | nil | 4.6% | 3.5% |
Financial Statements
170 Robert Walters plc Annual Report and Accounts 2025
22. Reconciliation of net cash and debt position
| Bank | Cash and cash | |||
| borrowings | equivalents | Leases | Total | |
| £ millions | £ millions | £ millions | £ millions | |
Net cash (debt) as at 1 January 2024 | (15.8) | 95.7 | (79.2) | 0.7 |
Cash flows | 1.4 | (23.5) | 18.0 | (4.1) |
| Non cash flows: | ||||
New leases | - | - | (4.8) | (4.8) |
Interest | (1.2) | - | (3.6) | (4.8) |
Foreign exchange adjustments | - | (4.1) | 2.7 | (1.4) |
Other changes 1 | - | - | (5.5) | (5.5) |
Net cash (debt) as at 1 January 2025 | (15.6) | 68.1 | (72.4) | (19.9) |
| Cash flows | (5.4) | (18.5) | 17.6 | (6.3) |
| Non cash flows: | ||||
| New leases | - | - | (4.4) | (4.4) |
| Interest | (1.9) | - | (3.3) | (5.2) |
| Foreign exchange adjustments | - | (0.5) | 0.4 | (0.1) |
Other changes 1 | - | - | (5.9) | (5.9) |
| Net cash (debt) as at 31 December 2025 | (22.9) | 49.1 | (68.0) | (41.8) |
1. The other changes for leases totalling £5.9m in 2025 (2024: £5.5m), relate to lease modifications, further details can be found in note 10.
| 2025 | 2024 | |
| Total | Total | |
| £’000s | £’000s | |
Short-term employee benefits | 40.0 | 40.0 |
Post-employment benefits | - | - |
Other long-term benefits | 50.0 | 50.0 |
Termination benefits | - | - |
Share-based payment | - | - |
Total | 90.0 | 90.0 |
Notes to the Group Accounts continued
For the year ended 31 December 2025
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 171
Corporate GovernanceOverview
Note
2025
£ millions
2024
£ millions
Non-current assets
Investments 27 235.9 234.0
235.9 234.0
Current assets
Trade and other receivables 28 0.4 3.8
Total assets 236.3 237.8
Current liabilities
Trade and other payables 29 (108.7) (101.2)
Net current assets (liabilities) (108.3) (97.4)
Non current liabilities
Total liabilities (108.7) (101.2)
Net assets 127.6 136.6
Equity
Share capital 30 15.3 15.3
Share premium 22.6 22.6
Capital redemption reserve 3.1 3.1
Own shares held 20 (37.4) (37.4)
Treasury shares held 20 (9.1) (9.1)
Retained earnings 133.1 142.1
Shareholders’ funds 127.6 136.6
Robert Walters plc reported a profit for the year of £nil (2024: £3 0.5 m).
The accounts of Robert Walters plc, Company Number 03956083, on pages 171 to 174 were approved by the Board
of Directors on 11 March 2026 and signed on its behalf by:
David Bower
Chief Financial Officer
Company Balance Sheet
As at 31 December 2025
Financial Statements
172 Robert Walters plc Annual Report and Accounts 2025
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 2024 15.3 22.6 3.1 (37.8) (9.1) 125.6 119.7
Profit for the year - - - - - 30.5 30.5
Foreign currency translation
differences
- - - - - - -
Total comprehensive income
and expense for the year - - - - - 30.5 30.5
Dividends paid - - - - - (15.5) (15.5)
Credit to equity for equity-settled
share-based payments - - - - - 1.7 1.7
Transfer to own shares held on
exercise of equity incentives - - - 0.2 - (0.2) -
New shares issued and own
shares purchased
- - - 0.2 - - 0.2
Balance at 31 December 2024 15.3 22.6 3.1 (37.4) (9.1) 142.1 136.6
Profit for the year - - - - - - -
Foreign currency translation
differences
- - - - - - -
Total comprehensive income
and expense for the year - - - - - - -
Dividends paid - - - - - (11.2) (11.2)
Credit to equity for equity-settled
share-based payments - - - - - 2.2 2.2
Transfer to own shares held on
exercise of equity incentives - - - - - - -
New shares issued and own
shares purchased - - - - - - -
Balance at 31 December 2025 15.3 22.6 3.1 (37.4) (9.1) 133.1 127.6
Company Statement of Changes in Equity
For the year ended 31 December 2025
Strategic Report Financial Statements
Annual Report and Accounts 2025 Robert Walters plc 173
Corporate GovernanceOverview
25. Accounting policies
The principal accounting policies of the Company are summarised below and have been applied consistently in all
aspects throughout the current year and the preceding year.
(a) Basis of accounting
The 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 141
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.
26. 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.
£25.9m (2024: £37.1m) of the retained earnings of the Company represent distributable reserves.
Details of the dividends are provided in note 6 to the accounts. In light of trading there is no proposed final dividend
for 2025.
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.
27. Fixed asset investments
Total
£ millions
At 1 January 2025 234.0
Increase in the year due to equity incentive schemes 1.9
At 31 December 2025 235.9
There were no indicators to suggest an impairment review was required, as such there was no provision for
impairment (2024: £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 2025
Financial Statements
174 Robert Walters plc Annual Report and Accounts 2025
28. Trade and other receivables
2025
£ millions
2024
£ millions
Amounts due from subsidiaries
0.4
3.8
0.4
3.8
Amounts owed by Group undertakings are unsecured, carry no interest and are repayable on demand.
29. Trade and other payables: amounts falling due within one year
2025
£ millions
2024
£ millions
Amounts due to subsidiaries
108.7
101.2
108.7
101.2
Amounts owed to group undertakings are unsecured, carry no interest and are repayable on demand.
30. Share capital
2025
Number
2024
Number
2025
£ millions
2024
£ 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 76,431,699 76,431,699 15.3 15.3
31. Commitments
The Company has no lease commitments (2024: £nil).
There are no capital commitments for the Company (2024: £nil).
32. Related party transactions
There are no disclosable related party transactions in the year to 31 December 2025 (2024: £nil) other than as
disclosed in the Directors’ Remuneration Report and notes 28 and 29.
33. Contingent liabilities
The Company has no other contingent liabilities than those disclosed in note 24 as at 31 December 2025 (2024: £nil).
Notes to the Company Accounts continued
For the year ended 31 December 2025
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
MUFG Corporate Markets
10th Floor
Central Square
29 Wellington Street
Leeds, LS1 4DL
Company Secretary
Tony Hunter
11 Slingsby Place
St Martin’s Courtyard
London WC2E 9AB
This report is printed on 100% recycled material
sourced from well-managed, responsible, FSC®
Recycled certified post-consumer pulp. Both
the printer and paper company are FSC® and
environmentally certified. The material for this
report has been carbon neutrally captured.
Overview
176 Robert Walters plc Annual Report and Accounts 2025
Africa | Australia | Belgium | Chile | Mainland China | France | Germany | Hong Kong | India | Indonesia | Ireland
Italy | Japan | Malaysia | Mexico | Netherlands | New Zealand | Philippines | Portugal | Singapore | South Korea
Spain | Switzerland | Taiwan | Thailand | United Arab Emirates | United Kingdom | United States | Vietnam