ANNUAL REPORT 
& ACCOUNTS 
2020

OUR PEOPLE ARE OUR COMPANY
This year the design of the Annual Report 
is inspired by our people who, despite the 
many challenges of Covid-19, have been 
totally committed to supporting our clients, 
looking after each other and serving the 
communities in which we live and work. 
Thank you to everyone across the Company 
who kindly volunteered their images for 
inclusion on this year’s front cover and 
throughout the Annual Report.


STRATEGIC REPORT
What you will find in this report
STRATEGIC REPORT
About us
2
Highlights
3
What we do
4
Where we are
5 
Chief Executive’s statement
6
Key events of the year
10
Our business model
12 
Investment case
16 
The market
18 
Our strategy
22
Key performance indicators
54 
Chief Financial Officer’s statement
58 
Financial review
61
Sustainability
66 
Assessing and managing our risks
90
Jeremy Bullmore’s essay
102 
CORPORATE GOVERNANCE
Chairman’s letter
108 
Our Board
112 
Our Executive Committee
115
How our Board engages
117 
Division of responsibilities
120
Board activities
122 
Composition, succession and evaluation
123 
Nomination and Governance Committee report 126 
Audit Committee report
128 
Sustainability Committee report
133 
Compensation Committee report
134 
FINANCIAL STATEMENTS
Accounting policies
158 
Consolidated financial statements
165 
Notes to the consolidated financial statements 170 
Company financial statements
199 
Notes to the Company financial statements
202
Independent auditor’s report
204 
Reconciliation to non-GAAP measures 
of performance
212 
ADDITIONAL INFORMATION
Task Force on Climate-related  
Financial Disclosures statement
216 
Other statutory information
219 
Shareholder information
220
Adjustment of 30 June 2020  
goodwill impairment
223 
Five-year summary
224 
Financial glossary
225 
Where to find us
228
This report provides an update 
on strategic progress, financial 
performance and sustainability 
activities for the year ended 
31 December 2020. 
To learn more see wpp.com
This icon denotes more information 
within the report
WHO WE ARE
WPP IS A CREATIVE 
TRANSFORMATION 
COMPANY.
WE USE THE POWER OF 
CREATIVITY TO BUILD 
BETTER FUTURES FOR OUR 
PEOPLE, PLANET, CLIENTS 
AND COMMUNITIES.
1
WPP ANNUAL REPORT 2020


STRATEGIC REPORT 
ABOUT US
MARKET 
CONTEXT
The profound changes to consumer 
behaviour brought about by Covid-19 
have increased the need for  
companies to invest in digital 
technologies, ecommerce and  
new customer experiences 
The pandemic has accelerated the trends  
on which we based our vision – growing 
demand for digital services, ecommerce 
solutions and simple, integrated offerings  
that bring together creativity and skills in 
technology and data 
 Read more on page 18
PURPOSE
To use the power of creativity to 
build better futures for our people, 
planet, clients and communities
Through our own actions and our work with 
clients we can help to build a sustainable 
future and a more inclusive society 
 Read more on pages 8 and 66
STRATEGY
– A new vision and contemporary offer 
– Increased investment in creativity 
– Harnessing our strengths in data 
and technology
– A simpler structure
– Investment in our people and culture
Our strategy aims to return WPP to 
sustainable growth, by combining creativity 
with expertise in technology and data, 
building stronger agency brands within a 
simpler company structure, and investing in 
talent, leadership and inclusive workplaces
 Read more on page 22
OFFER
WPP provides an integrated offer 
of communications, experience, 
commerce and technology
With our enhanced and modernised 
offer to clients we deliver integrated 
campaigns globally across digital and 
traditional platforms
 Read more on page 14
VALUES
OPEN
EXTRAORDINARY
OPTIMISTIC
We want all our people to experience 
a culture that is open, optimistic and 
committed to extraordinary work 
 Read more on page 46
FINANCIAL
Our actions will enhance WPP’s 
proposition to clients and drive 
our growth
We are targeting a recovery to 2019 
revenue less pass-through costs levels by 
2022. And 3-4% annual growth in revenue 
less pass‑through costs from 2023
 Read more on page 61
WPP ANNUAL REPORT 2020
2


STRATEGIC REPORT
HIGHLIGHTS
Although revenue has been impacted by Covid-19 our Company has 
been resilient and our performance has exceeded expectations – 
due to our actions over the last two years to simplify and strengthen 
WPP, our response to the pandemic and the work of our people.
FINANCIAL 
PERFORMANCE
£46.9bn
Billings 
(2019: £53.1bn)
£12.0bn
Revenue 
(2019: £13.2bn)
£9.8bn
Revenue less pass‑through costs 
(2019: £10.8bn)
CLIENTS
325 of the Fortune Global 500
30
of the Dow Jones 30
62
of the NASDAQ 100
61
of the FTSE 100
PEOPLE
100,000 people
40%
Women in executive leadership 
roles (2019: 37%)
33%
Employees in shared campuses 
(2019: 26%)
21,000+
Technology accreditations 
and certifications earned 
from partners 
SUSTAINABILITY
0.52tCO₂e
Carbon emissions per person 
from direct operations  
(scope 1 and 2) 
(2019: 0.82tCO2e)1
65%
Electricity purchased from 
renewable sources 
(2019: 37%)1
64%
of our top 50 clients have 
committed to setting 
science‑based carbon 
reduction targets 
COMMUNITIES
10th
in the FTSE 100 Rankings for 
Women on Boards, Hampton-
Alexander Review (2019: 12th)
Leader
in the Bloomberg Gender 
Equality Index for the third 
year in a row
100%
in the Human Rights Campaign 
Foundation’s Corporate 
Equality Index (2019: 85%)
1	 These figures have been restated due to the integration of new best practice carbon emissions reporting and data reviews upon joining RE100.
3
WPP ANNUAL REPORT 2020


STRATEGIC REPORT 
WHAT WE DO
We now provide services to clients 
through fewer, stronger, integrated 
creative agencies, industry-leading 
media agencies, global public relations 
agencies and specialist agencies.
REVENUE LESS PASS-THROUGH COSTS 
BY BUSINESS SECTOR
%
● Global Integrated 
Agencies 75% 
● Public Relations 9% 
● Specialist Agencies 16%
GLOBAL INTEGRATED AGENCIES
Our creative services include advertising, 
marketing and brand strategies and 
campaigns across all media. We are 
increasing our share in targeted 
fast‑growth areas including digital 
communications, healthcare, 
ecommerce, experience, marketing 
technology and production. 
Our media offer includes the full range 
of media planning and buying services, 
delivered primarily through GroupM, the 
world’s leading media investment company, 
and its agencies. Targeted growth segments 
are digital media (search, social and 
programmatic), new business models such as 
Xaxis and Finecast, and data and technology.
1
PUBLIC RELATIONS
Our PR firms help clients communicate 
with all their stakeholders, from consumers 
and investors to governments and NGOs. 
Purpose and reputation, sustainability, and 
digital and social media are key growth areas.
SPECIALIST AGENCIES
Our specialist agencies provide services 
by region or type. Brand experience and 
identity, and specialist, targeted services  
are the principal growth segments.
1
1	 The visual above reflects the structure of the Company in 2020. 
Following the alignment of AKQA and Grey, and the creation 
of VMLY&R Commerce, from January 2021 AKQA and VMLY&R 
Commerce are reported within Global Integrated Agencies.
WPP ANNUAL REPORT 2020
4

ASIA PACIFIC (AP)
PEOPLE
27,000
REVENUE
LATIN AMERICA (LA)
PEOPLE
10,000
REVENUE
UNITED KINGDOM
PEOPLE
 
10,000
REVENUE
AFRICA & MIDDLE EAST (AME)
PEOPLE
5,000
£0.5bn
£0.3bn
£0.3bn
£2.4bn
REVENUE
NORTH AMERICA 
 
PEOPLE
 
21,000
REVENUE
CENTRAL & 
 
EASTERN EUROPE (CEE)
PEOPLE
 
5,000
REVENUE
 
WESTERN 
CONTINENTAL EUROPE
PEOPLE
21,000
REVENUE
£2.4bn
£4.5bn
£1.6bn

STRATEGIC REPORT
WHERE WE ARE
WPP companies operate in 111 countries, 
providing us with global reach and scale.  
Here we show our presence by region in 
terms of revenue and people. 
REVENUE BY REGION
%
● North America 37%
● United Kingdom 14%
● Western Continental
 
Europe 20%
● ROW (AP, LA, AME, 
 
CEE) 29%
Revenue  
Denotes the collective 
figure for all WPP 
companies in a given 
region or country.
People1 
Denotes the number 
of people employed by 
WPP companies in a 
given region or country.
As at 31 December 2020.
1	 Excludes 1,000 head office 
employees.
5
WPP ANNUAL REPORT 2020


STRATEGIC REPORT 
CHIEF EXECUTIVE’S 
STATEMENT 
2020 was a tough year for everyone, 
including our people as they faced the 
personal and professional challenges of 
Covid-19. Since March 16 last year, most of 
them have been working, for most of the 
time, from their homes – and dealing with all 
the difficulties this brings. Their commitment 
to our clients, support for one another and 
contribution to the communities we serve 
have been a constant source of inspiration 
and pride.
Our Company’s performance has been 
remarkably resilient, thanks to the efforts of 
our people and the demonstrable value of 
what we do for our clients. While revenues 
were significantly impacted as clients reduced 
spending, particularly in the second quarter, 
our performance exceeded our own 
expectations and those of the market 
throughout the year.
The actions taken during 2018 and 2019 
to streamline and simplify WPP, and the 
reduction in our debt to sustainable levels 
from the £3.5 billion raised by asset sales, 
meant that we entered 2020 in a strong 
financial position. 
In March 2020 we took action to strengthen 
our business further, including the suspension 
of the Kantar share buyback scheme and final 
dividend for 2019, and a comprehensive 
programme of cost reduction and cash 
conservation initiatives, with the aim of 
protecting as many jobs as possible. More 
than 3,000 senior executives, beginning 
with the Board and Executive Committee, 
volunteered to take a 20% cut in their fees 
or salary for a three-month period.
We saw five years’ worth of innovation in 
five weeks as society and the economy were 
digitised at amazing speed. Platforms like 
TikTok – with whom we signed an exclusive 
global partnership at the beginning of 2021 
– saw record growth. It quickly became clear 
that the pandemic was accelerating the 
trends on which we based our vision for 
WPP, from the explosion of ecommerce 
“	OUR COMPANY’S 
PERFORMANCE HAS 
BEEN REMARKABLY 
RESILIENT, THANKS TO 
THE EFFORTS OF OUR 
PEOPLE AND THE 
DEMONSTRABLE VALUE 
OF WHAT WE DO FOR 
OUR CLIENTS.”
We have made significant progress on our strategy, 
with stronger agency brands, new leadership, a simpler 
structure and a healthy balance sheet.
WPP ANNUAL REPORT 2020
6

STRATEGIC REPORT
and digital experiences as people’s lives 
went online, to growing demand from clients 
for simple, integrated solutions that combine 
outstanding creativity with sophisticated 
data and technology skills. 
Having modernised our client offer, 
simplified our structure and strengthened 
our agency brands in the 18 months before 
the pandemic began, we saw the benefits 
of this acceleration in parts of our business. 
And because we have such close 
relationships with the world’s leading 
companies, we could understand their 
requirements, react quickly to changing 
consumer behaviour and deliver what clients 
need. Being fast was vital, and work that 
might have taken weeks or months to 
conceive and produce before the pandemic 
was turned around in days or even hours.
We had a very positive year in terms of 
client retention and business development, 
winning an industry-leading $4.4 billion1 in 
net new business during 2020 with clients 
including Alibaba, HSBC, Intel, Uber and 
Unilever. Our client satisfaction scores 
continued to improve as we were recognised 
for our capabilities in experience, commerce 
and technology, alongside our classic 
strengths in communications. During 2020 
we worked with 76 of our top 100 clients 
on ecommerce assignments.
A RESILIENT PERFORMANCE
Organic growth (like-for-like revenue less 
pass-through costs growth) for the full year 
was -8.2%, while reported revenue fell by 
9.3%. We saw a sequential recovery in 
organic growth following the initial 
lockdowns: -15.1% in the second quarter, 
-7.6% in Q3 and -6.5% in Q4.
Headline operating margin in 2020 was 12.9%, 
down 1.5 margin points on the prior year as 
cost savings of over £800 million offset the 
majority of the revenue declines. In the second 
half of the year headline operating margin 
increased by 0.5 margin points. Reported 
loss before tax was £2.8 billion, reflecting 
£3.1 billion of impairments, while net debt at 
31 December 2020 was £0.7 billion. This was 
better than expected and down £0.8 billion 
year-on-year, as a result of continued strong 
working capital and cash management.
PLAYING OUR PART
While our industry is not on the front line 
of tackling the pandemic, we do have an 
extremely important role to play in shaping 
consumer behaviour and actions. During 2020 
we worked with governments, commercial 
clients, NGOs and international health bodies 
to produce public awareness campaigns to 
help limit the spread and impact of Covid-19. 
WPP supported the World Health Organization 
globally and regionally on a pro bono basis, 
leveraging the scale and expertise of our 
agencies to help the WHO reach the public 
with its vital communications promoting 
social distancing and good hygiene. GroupM 
secured and delivered more than $45 million 
in advertising space and pro bono work to 
support WHO campaigns. As scientific 
breakthroughs gave us a glimpse of the light 
at the end of the tunnel, many of our agencies 
added their creativity – and their skills in 
media, public relations, healthcare 
communications, data and technology – to the 
efforts to roll out and build public confidence 
in vaccines, again working with a range of 
public and private sector organisations. 
PEOPLE AND PURPOSE
The exemplary way in which our people 
responded to the pandemic was another 
reminder of our most important strength. 
Our people are our Company: 100,000 skilled 
and motivated professionals dedicated to 
serving our clients, increasingly fired by a 
sense of purpose and determined to make 
a difference in the world.
While our Company comprises strong 
agency brands with their own rich histories 
and cultures, we have worked in a far more 
collaborative way over the last two years. 
We now share in a common purpose, which 
is to build better futures – for our people, 
for the planet, for our clients and for the 
communities in which we live and work. 
That purpose, and that sense of commonality, 
was put to the test in 2020 as the killings of 
Ahmaud Arbery, Breonna Taylor and George 
Floyd sparked protests around the world and 
forced institutions and leaders of all kinds to 
confront profound questions about their role 
in the enduring and deep-seated inequalities 
faced by Black citizens.
“IT QUICKLY BECAME 
CLEAR THAT THE 
PANDEMIC WAS 
ACCELERATING THE 
TRENDS ON WHICH 
WE BASED OUR 
VISION FOR WPP.”

 
CHIEF EXECUTIVE’S STATEMENT
1	 Billings as defined in the Financial Glossary on page 225.
7
WPP ANNUAL REPORT 2020

STRATEGIC REPORT CHIEF EXECUTIVE’S STATEMENT 
 
STRATEGIC REPORT CHIEF EXECUTIVE’S STATEMENT 
 
At WPP thousands of our people took part 
in “safe room” meetings to share their 
thoughts, fears and hopes for the future. 
These were raw and deeply moving events 
that delivered an urgent, impassioned and 
crystal-clear message: we need to do so 
much more – as individuals, as a Company 
and as an industry – to tackle systemic 
racism and to invest in the careers of our 
Black colleagues.
In June we announced a series of 
commitments designed to use our creativity, 
our scale and our influence to bring about 
change. These were to implement the 12 
actions called for by more than 1,200 Black 
advertising professionals in an open letter 
to the industry (including conducting a 
fundamental review of our hiring, retention, 
promotion and development practices and 
publishing our workforce diversity data), 
to use our voice to advance racial equity, 
and to invest $30 million over three years 
to fund inclusion programmes within WPP 
and support external organisations.
We also formed WPP’s first Global Inclusion 
Council to work with me and the rest of the 
Executive Committee to help us deliver 
these commitments. We have made progress 
towards our goals, which you can read about 
on page 49 of this report. At the same time, 
we recognise that we still have a huge amount 
of work to do, and that real change will 
require sustained effort, focus and vigilance.
INVESTING IN CULTURE
Ensuring everyone who works within WPP 
experiences an inclusive and equitable 
culture is one of the cornerstones of our 
strategy. Our aim is for WPP to be the 
employer of choice for all. 
We have made significant progress in 
driving gender equality, with women now 
representing 51% of our senior managers. 
At the most senior executive level, this figure 
is 40%, up from 37% in the previous year, 
and our aim is to achieve parity. We have 
increased the proportion of women on our 
Board to 43%. 
In 2020 we were named a Forbes Top 20 
Employer for Women in the United States, 
and in 2021, an industry leader in the 
Bloomberg Equality Index for the third year 
running. Our UK gender pay gap narrowed 
between 2019 and 2020, but for as long as 
there is any gap, we cannot, of course, 
be satisfied. 
We are working hard to improve in all aspects 
of diversity, equity and inclusion (DE&I) at WPP. 
Success relies on accountability so, for the 
first time, we have included DE&I goals in the 
remuneration plans of all senior executives, 
beginning in 2021. In 2020 we rolled out 
mandatory inclusion training for all our 
people, and this year we are launching a 
new Inclusion Index to better understand 
our people’s experience of belonging at 
WPP, as part of the first pan-Company 
employee listening programme.
We are placing DE&I at the heart of all our 
talent processes, using analytics to inform 
a more inclusive employee experience, 
and identifying and supporting diverse 
early‑career talent. We have also formed 
partnerships with leading inclusion and 
diversity organisations such as Unstereotype 
Alliance, The Valuable 500 and the LAGRANT 
Foundation. For more on these and other 
initiatives, please turn to the People section 
of the Strategic Report from page 46.
A SUSTAINABLE FUTURE
Although WPP has been cutting carbon 
emissions since 2006, we know we all need 
to accelerate the pace of change. In 2020, 
we amended our purpose statement to make 
it explicit that our commitment to the planet 
is integral to our business. We have since 
committed to reach net zero emissions in 
our operations by 2025 and in our value 
chain by 2030.
 
A significant challenge for reducing carbon 
emissions is being able to measure them 
with confidence, but we are determined to 
use our buying power to work with suppliers 
to develop more robust protocols for 
measuring emissions in our supply chain. 
This work will benefit our whole industry 
and, with it, our clients and the wider public. 
As we help to develop better measurement, 
we are also taking action, for example as a 
founding member of AdGreen, a new 
industry initiative to eliminate the negative 
environmental impacts of production.
For full details of our sustainability strategy, 
see page 66.
OUR PURPOSE
Our purpose is to use the power of 
creativity to build better futures for our 
people, planet, clients and communities. 
In 2020 we made progress in each area.
For our people, we made a series of 
commitments to tackle racism and invest 
in Black talent; continued to improve 
gender diversity, particularly at leadership 
levels; expanded our development 
programmes; and delivered a range of 
new wellbeing resources and initiatives.
For the planet, we committed to setting 
a strategy to achieve net zero emissions 
in our value chain by 2030. We continued 
to reduce our owned emissions and 
obtained more of our electricity from 
renewable sources.
For our clients, we were a trusted partner 
during the pandemic: helping them react 
by adjusting their marketing spend and 
communications with customers; recover, 
by getting back to business; and renew 
their marketing and business models in 
preparation for a post-Covid world.
And for our communities, we played our 
part in the fight against Covid-19 by 
working with clients, governments, 
public health organisations and NGOs, 
often on a pro bono basis, to provide 
communications and other services to 
help limit the spread of the virus.
People
Clients
Planet
Communities
WPP ANNUAL REPORT 2020
8

STRATEGIC REPORT

 
CHIEF EXECUTIVE’S STATEMENT
ACCELERATING OUR GROWTH
In December 2020, two years on from the 
launch of our strategy, we held a Capital 
Markets Day to provide an update on 
progress and to outline our plans to 
accelerate our growth.
Over the last two years, we have radically 
simplified our Company. We have fewer, 
stronger agency brands, better positioned to 
grow and fully equipped with the capabilities 
– from outstanding creativity to technology 
and data expertise – that modern clients 
demand. We are continuing to align our 
creative and digital credentials by bringing 
together AKQA and Grey; we are creating an 
ecommerce powerhouse by moving 
Geometry into VMLY&R to form VMLY&R 
Commerce; and we have merged three of 
our public relations agencies to establish 
global strategic communications firm 
Finsbury Glover Hering.
Our agencies are the platforms for our future 
growth: our integrated creative agencies, with 
their excellence in digital communications and 
increasingly important skills in experience 
and ecommerce; our industry-leading media 
agencies, which continue to dominate new 
business rankings and have been the engine 
of WPP for many years; our public relations 
agencies, whose role has been so critical for 
clients during the turbulence of the last year; 
and our specialist agencies, which provide a 
range of services to meet every client need. 
By investing more in our agencies and their 
capabilities, we aim to return our core 
communications business to sustainable 
growth while expanding further into the 
high-growth areas of commerce, experience 
and technology, which we expect to 
increase from 25% of our business today 
to 40% by 2025. 
We will also leverage our global strength and 
increase our focus on high growth potential 
markets, such as China, India and Brazil.
This investment will be funded by gross 
annual cost savings of around £600 million 
by 2025, delivered through a Company-wide 
transformation programme that will make 
us more effective and efficient as we share 
resources more systematically across the 
Company. Approximately two thirds of the 
savings will be reinvested in people, new 
capabilities and technology.
You can read more in the Chief Financial 
Officer’s statement on page 58.
THE WORLD’S MOST CREATIVE 
COMPANY
In 2020 we were honoured to be named 
most creative company of the decade by 
the Cannes Lions International Festival of 
Creativity. But we are setting our sights even 
higher. Our ambition is to be known not only 
as the most creative company in our 
industry, but on the planet.
WPP already has one of the world’s largest 
concentrations of creative talent in a single 
organisation. With the help of our new 
Global Chief Creative Officer, Rob Reilly, 
who joins us this year, we intend to turn that 
collective creative firepower into even greater 
success for our clients and our agencies.
Ultimately that success depends on our 
people, and we have no more important 
task than to invest in a culture that attracts, 
retains and develops the most talented in 
and beyond our industry, and that reflects 
our values of openness, optimism and a 
commitment to extraordinary work.
I’d like to thank everyone at WPP who, 
during these exceptional times, has helped 
to bring that culture to life.
Mark Read  
Chief Executive Officer
29 April 2021

 
CHIEF EXECUTIVE’S STATEMENT
“	OUR AGENCIES ARE 
THE PLATFORMS FOR 
OUR FUTURE 
GROWTH.”
9
WPP ANNUAL REPORT 2020


STRATEGIC REPORT 
KEY EVENTS  
OF THE YEAR
2020 was a year of challenges,  
but also successes and progress
1
2020
FEBRUARY 
	– Wunderman 
Thompson 
acquires 
XumaK 
	– MediaCom 
becomes 
global media 
agency for 
Hasbro
MARCH 
	– WPP moves to 
remote working 
due to Covid-19 
restrictions and 
outlines actions to 
protect the business  
 
 
	– HSBC appoints WPP 
as lead agency for 
its creative account 
JUNE 
	– WPP announces 
commitments to 
fight racism and 
invest in Black talent
	– WPP named the 
world’s most 
effective 
communications 
company in the 
Effie Index  
 
 
	– Ogilvy appoints 
Andy Main as 
Global CEO
	– The One Show names 
Ogilvy 2020 Network 
of the Year
APRIL 
	– Ad Age names 
Essence Data and 
Analytics Agency 
of the Year
	– WPP named 
Adobe’s 2020 
Digital Experience 
Solution UK Partner 
of the Year
	– WPP TV launched
APRIL 
	– WPP commits 
to net zero 
Campuses and 
100% renewable 
electricity by 2025
MAY
	– Nick Lawson 
becomes Global 
CEO of MediaCom
	– WPP announces 
global partnership 
with SuperAwesome 
	– Simona Maggini 
appointed Country 
Manager for Italy
	– Employee assistance 
programme 
launched globally
	– H+K named PRovoke 
EMEA agency of the 
decade
MARCH 
	– GroupM acquires 
Sandtable 
	– AKQA, Ogilvy, VMLY&R 
and Wunderman 
Thompson included 
in Gartner’s Magic 
Quadrant 
	– GroupM names Karen 
Blackett OBE UK CEO
	– Mindshare tops WARC 
media 100 rankings
	– Intel chooses VMLY&R 
as its global creative 
agency
JUNE 
	– Grey partners with 
US agency start-up 
Cartwright
	– WPP announces 
appointment of 
Angela Ahrendts 
DBE to the Board
 
 
 
 
	– The Cannes Lions 
International 
Festival of 
Creativity names 
WPP as the most 
creative company  
of the decade  
MAY
	– WPP wins Unilever 
media account in 
China
 
	– MediaCom wins 
Duracell global 
media account 
JANUARY 
	– WPP announces 
appointment of 
Sandrine Dufour 
to the Board
	– Bloomberg 
Gender-Equality 
Index names WPP 
as industry leader
1	 This timeline refers to the month each event was announced.
WPP ANNUAL REPORT 2020
10

STRATEGIC REPORT

KEY EVENTS OF THE YEAR
NOVEMBER
	– AKQA and Grey unite 
within AKQA Group 
	– Geometry joins 
VMLY&R to create 
VMLY&R Commerce 
OCTOBER
	– Walgreens Boots 
Alliance renews and 
extends relationship 
with WPP 
	– Uber consolidates 
global media account 
with MediaCom
	– Dell appoints VMLY&R 
as lead creative 
agency in India
OCTOBER
	– Dr. Ya-Qin Zhang 
joins the WPP 
Board with effect 
from January 2021 
	– WPP appoints  
Tom Ilube CBE  
to the Board 
DECEMBER
	– Capital Markets Day for 
investors and analysts 
on the Company’s 
strategic plans for 
Accelerating Growth 
	– Mindshare names 
Adam Gerhart as its 
Global CEO
	– BCW tops PRovoke’s 
ranking of creative 
excellence in PR 
To learn more see wpp.com
AUGUST
	– WPP leads 
R3’s global 
new business 
tables
	– GroupM 
appoints  
Kirk McDonald 
as North 
America CEO
	– WPP agencies 
lead Festival of 
Media APAC 
awards 
SEPTEMBER 
	– Whirlpool EMEA 
appoints WPP as its 
communications 
partner 
	– Wunderman 
Thompson acquires 
Velvet Consulting
	– Alibaba appoints 
Mindshare as its media 
agency in China
	– Mindshare ranks as 
the top global 
media agency in 
COMvergence’s New 
Business Barometer
	– AKQA and WPP named 
leaders in IDC 
MarketScape report
	– WPP becomes a 
founding member 
of AdGreen
JULY
	– Forbes names WPP  
one of America’s Best 
Employers for Women
	– WPP establishes 
Global Inclusion 
Council to help 
accelerate change 
throughout 
the Company
	– WPP creates global 
communications leader 
Finsbury Glover Hering 
11
WPP ANNUAL REPORT 2020


STRATEGIC REPORT 
OUR BUSINESS  
MODEL
We are a creative 
transformation company, 
offering clients a 
comprehensive range 
of communications, 
experience, commerce 
and technology services. 
We provide these services 
through a number of 
integrated global agencies 
and a client-first approach. 
Our common approach to 
production, technology and 
data, fostering collaboration 
and the sharing of knowledge 
and customer insights, 
enhances creativity and 
drives efficiency for the 
benefit of our clients.
We also share a common 
purpose: to use the power 
of creativity to build better 
futures for our people, planet, 
clients and communities.
	– The creative talent of our people
	– Strong creative reputation reflected 
in many industry awards, including 
Cannes and Effies
	– Continuing to attract top talent to 
WPP and its agencies 
	– Deep understanding of consumers 
and brands
100,000
people
	– Our relationships with the world’s 
most successful companies
	– Global Client Leaders, providing  
easy access to the breadth and 
depth of WPP 
	– Unique partnerships with leading 
technology companies, providing us 
with preferential access to training, 
new product development and joint 
go-to-market programmes
325
of the Fortune Global 500 
are our clients
	– Home to many of the industry’s most 
powerful and respected agency brands
	– The #1 global media-buying 
organisation, GroupM, and its 
industry-leading agencies
	– Iconic creative brands: AKQA, Grey, 
Ogilvy, VMLY&R and Wunderman 
Thompson
	– Integrated agency model, meeting 
all the needs of clients in 
communications, experience, health, 
ecommerce, data and technology
$4.4bn
of net new business in 20201
	– The technology skills and platforms 
to deliver modern marketing solutions
	– Ability to deliver integrated 
campaigns, globally across 
traditional and digital platforms
	– WPP Open – a common data and 
technology platform for agencies 
and clients to share the best 
innovation from across WPP and 
its strategic technology partners
$30bn
of gross merchandise value 
sales over WPP-built 
ecommerce platforms 
Our strengths
Our work depends on our creative 
talent, client relationships, integrated 
agencies and technology capabilities.
1	 Billings, as defined in the Financial Glossary on page 225.
WPP ANNUAL REPORT 2020
12

STRATEGIC REPORT

 
OUR BUSINESS MODEL
Operating model
We meet our clients’ needs through a collaborative approach that works 
on a global scale. This drives our revenue while controlling costs, to fund 
re-investment into our capabilities and technology, for our agencies, 
clients, people and shareholders.
Our agencies operate in more than 100 markets 
around the world, offering a range of services 
across four key areas – communications, experience, 
commerce and technology. Our ten largest agencies 
are the core of the WPP offering and account for 
85% of revenue less pass-through costs. Read more 
on page 4.
The work we do for clients helps them communicate 
their brands, services and products across a range of 
digital and traditional media channels. Many of our 
clients have Global Client Leaders assigned to ensure 
easy access to the breadth and depth of WPP. Our client 
portfolio is highly diversified and covers every business 
sector. Our top 30 clients account for 31% of revenue less 
pass-through costs.
Revenues are principally derived from fixed-fee contracts, 
retainer agreements and commissions on media 
placements. Some engagements include performance 
incentives linking revenue to quantitative and qualitative 
goals. We focus on revenue less pass‑through costs as a 
reflection of top-line performance. Our top 20 markets 
account for 88% of revenue less pass-through costs.
Most of our costs are variable in nature. 61% of our total 
headline costs are staff costs; 21% are pass-through 
costs; 12% are general and administrative costs; and 6% 
are establishment costs1. Pass-through costs comprise 
fees paid to external suppliers where they are engaged 
to perform part or all of a specific project and are 
charged directly to clients – predominantly media and 
data collection costs.
Our profit and cash generation has historically been 
strong and we expect this to continue, supported by 
annual gross cost savings of around £600 million by 2025. 
This in turn will enable us to continue to invest in our 
people, technology infrastructure, Campuses and 
standardised systems for our people and clients. Starting 
from the current year, we intend to grow the dividend 
annually and to pay out approximately 40% of headline 
earnings per share.
CLIENTS
REINVESTMENT:
PEOPLE,  
CAPABILITIES,  
EFFICIENT  
PLATFORM
DIVIDENDS
REVENUE
COSTS
PROFIT AND CASH
1	 Total headline costs comprise costs of services and general and administrative 
costs excluding gains/losses on disposal of investments and subsidiaries, 
investment and other write-downs, goodwill impairment and other goodwill 
write-downs, amortisation and impairment of acquired intangible assets, 
restructuring and transformation costs, restructuring costs in relation to 
Covid-19, litigation settlement and gains/losses on remeasurement of equity 
interests arising from a change in scope of ownership.
The central WPP team supports 
our agency brands and the work 
they do for our clients. It develops 
and executes the strategy of the 
Company, allocates capital to best 
meet client needs and drive our 
growth, and provides a range of 
support functions in areas such as 
communications, finance, legal 
affairs, marketing & growth, 
operations, people, sustainability 
and technology.
WPP
AGENCIES
13
WPP ANNUAL REPORT 2020

COMMUNICATIONS
COMMERCE
EXPERIENCE
TECHNOLOGY

 
STRATEGIC REPORT OUR BUSINESS MODEL
Our offer
Our offer to clients covers four areas that are critical to modern 
marketing: communications, and the higher-growth segments 
of experience, commerce and technology. 
COMMUNICATIONS
We create powerful ideas based on deep 
insights to connect brands with audiences at 
the right moment and in the right channels. 
This includes paid advertising campaigns 
and public relations.
EXPERIENCE
We bring brands to life through engaging, 
unexpected and interactive experiences. 
This includes customer-facing platforms, 
such as websites, applications and stores, 
as well as broader touchpoints like product 
design, packaging and loyalty programmes.
COMMERCE
We help our clients sell wherever and 
however their consumers want to buy. 
We advise on, build, run and activate 
ecommerce and physical channels, from 
direct-to-consumer websites and stores 
to marketplaces and social commerce.
TECHNOLOGY 
We build and optimise technology and 
data solutions fit for our clients’ needs. 
Our services include enterprise systems 
work – architecture design, systems 
implementation, managed services and data 
analytics – and specific platforms such as 
CRM, content and experience management, 
and data management. We also use our 
unique relationships with the world’s leading 
technology companies – such as Adobe, 
Amazon, Facebook, Google, IBM, Microsoft, 
Salesforce and TikTok – to create unique 
advantages for our clients. 
	 Communications 75%
	 Experience, 
Commerce and 
Technology 25%
REVENUE LESS PASS-THROUGH COSTS 
BY OFFER
WPP ANNUAL REPORT 2020
14

STRATEGIC REPORT
Stakeholder engagement
How we do business is driven by our purpose – to build better futures 
for our people, for the planet, for our clients and for the communities 
in which we live and work.
SHAREHOLDERS
Our shareholders provide the capital to invest in the business. 
Shareholders benefit from the Board acting in the best interests 
of the Company and investors for long-term value generation.
	– We have an extensive investor relations programme, 
comprising investor days, the AGM, investor and analyst 
meetings, webcasts and ongoing email exchanges 
	– 	We disclose relevant information to shareholders through 
our annual report, quarterly financial statements and RNS 
announcements 
	– In 2020 we paid £412 million in distributions to shareholders
CLIENTS AND SUPPLIERS 
Our clients come from businesses across every sector. The 
work we do for clients provides our revenue and helps them 
to grow their businesses, build relationships with their 
customers, and ready themselves for future success. 
Our suppliers range from small businesses to the world’s 
largest technology partners. They provide us with the 
products and services we need to meet our clients’ needs.
	– We engage with our major clients through our central team 
of Global Client Leaders, our respective CEOs, and our 
agency teams
	– 	Our people regularly engage with suppliers and key 
technology partners in joint product development, skills 
development and joint go-to-market programmes
	– 	We evaluate potential suppliers on a variety of factors 
including workforce diversity and carbon reduction
	– In 2020 our total revenue from clients was £12.0 billion
GOVERNMENTS AND REGULATORS
Governments receive the tax contributions we make to public 
finances, enabling them to invest in public services.
 
Governments and regulators determine the policy frameworks 
that impact on us and our stakeholders. 
	– We participate in company and industry meetings with 
governments and regulators to ensure policies are developed 
taking into account the interests of our clients and the 
industry
	– 	Our public affairs agencies engage in public policy activity on 
behalf of clients, including direct lobbying of public officials 
and influencing public opinion 
	– In 2020 we contributed £1.3 billion in taxes to public finances
PEOPLE
We depend on the talent, creativity and technology skills 
of our people. And we want our employees to embrace our 
purpose, culture and values. In return our people receive 
salaries, pension contributions, employee benefits, career 
development and training.
	– We regularly survey our staff about their experiences at work 
	– 	We have extensive internal communications programmes and 
platforms to keep staff informed
	– 	In 2020 we launched new wellbeing resources, including in 
relation to mental health, and held CEO virtual townhalls and 
“safe rooms” for open and candid discussions
	– In 2020 we spent £19.7 million on staff training
THE PLANET
We are committed to responsible and sustainable business 
practices. We take steps to optimise our own environmental 
impact, but recognise that our greatest contribution to the 
planet is through our work with clients, which can shift 
attitudes and change behaviours to build a sustainable future 
and a more inclusive society. 
	– We aim to reach net zero carbon emissions across our value 
chain by 2030, and to reach net zero emissions across our 
owned operations and 100% renewable electricity by 2025. 
	– 	We engage with corporate, government and NGO clients, 
on issues ranging from climate action to Covid-19 and human 
rights, during the development of their campaigns 
	– 	We regularly meet with investors, rating agencies and 
benchmarking organisations on sustainability issues
COMMUNITIES
We can help boost the impact of charities and non-
governmental organisations by providing marketing and 
creative services, often on a pro bono basis, enabling them 
to raise awareness and funds, recruit members, and achieve 
campaign objectives. We believe, and so do many of our 
stakeholders, that acting responsibly is both the right thing 
to do and in our long-term interests. 
	– Our total social contribution in 2020 was £76.2 million: 
including pro bono work for NGOs and charities; negotiating 
free media space on behalf of pro bono clients; and cash 
donations to charities
	– We encourage our people to volunteer their time 
	– We contribute to early-career development through 
internships, apprenticeships and the WPP Foundation
For more on how the Board engages with our stakeholders, please see page 117.1 And to find out how we engage on sustainability, please see 
the Sustainability Report 2020.

 
OUR BUSINESS MODEL
1	 As a Jersey incorporated company, WPP is not subject to UK legislation. However, as a matter of good governance and in order to comply with the provisions of the 2018 UK Corporate Governance 
Code, the Board considers the matters described in Section 172 of the Companies Act 2006 in its decision-making.
15
WPP ANNUAL REPORT 2020


STRATEGIC REPORT 
INVESTMENT CASE
The unrivalled combination of  
our deep client relationships,  
global scale and value-creating 
growth strategy underpins the 
attractiveness of our investment 
proposition.
In 2020 the attractiveness of our investment 
proposition was demonstrated by our 
performance, which exceeded both our own 
expectations and those of the market. Against 
this background, at our Capital Markets Day in 
December we established a set of stretching 
medium-term financial targets.
FINANCIAL TARGETS AND PERFORMANCE
Revenue less 
pass-through 
costs growth
Operating 
margin
Capital  
expenditure
Average  
net debt/  
EBITDA
2020 actual
-8.2%
12.9%
£273m
1.6x
2021 targets
mid-single-
digits 
percentage 
13.5-14.0%
£450-500m
1.5-1.75x
2023 targets
3-4%
15.5-16.0%
£300-350m
1.5-1.75x
 Read more about our outlook  
and guidance on page 65
1	 Guidance as published in 2020 interim report.
1
DEEP CLIENT RELATIONSHIPS WITH 
LEADING GLOBAL BUSINESSES
2
UNRIVALLED GLOBAL REACH  
AND SCALE
3
ATTRACTIVE AND GROWING 
ADDRESSABLE MARKETS
4
SIGNIFICANT STRENGTHS 
IN TECHNOLOGY AND DATA
5
A STRONG FINANCIAL POSITION
6
VALUE CREATION FROM 
STRATEGIC PLANS TO 
ACCELERATE GROWTH
WPP ANNUAL REPORT 2020
16

STRATEGIC REPORT

 
DEEP CLIENT RELATIONSHIPS WITH LEADING GLOBAL BUSINESSES
	– Partner to most of the world’s largest companies, including 325 of the Fortune Global 500 
	– Strong and unique CEO, CMO and CIO relationships 
	– Global Client Leaders, providing easy access to the breadth and depth of WPP
31%
of our revenue less 
pass-through costs 
comes from our top 
30 clients
8.1
Average client 
satisfaction score 
(out of 10) 
UNRIVALLED GLOBAL REACH AND SCALE
	– A global network of leading agencies, providing unrivalled geographic reach
	– Home to GroupM, the number one media-buying operation globally, providing value 
and premium inventory 
	– Present in 111 countries worldwide, providing deep in-market expertise 
111
countries in our  
global network
$60bn+
GroupM annual media 
investment 
ATTRACTIVE AND GROWING ADDRESSABLE MARKETS
	– Extended offer to high-growth areas of commerce, experience and technology 
	– Repositioned traditional communications offer to faster-growth digital communications
	– Over half of revenue is from companies in the consumer packaged goods, technology 
and healthcare & pharma sectors, which were the least impacted by Covid-19
	– Strong exposure to faster-growing economies such as China, India and Brazil
41%
Digital % of GroupM 
billings (+4ppt YoY) 
10%pa 
client spend 
growth expected 
in commerce, 
experience and 
technology sectors
SIGNIFICANT STRENGTHS IN TECHNOLOGY AND DATA
	– Scaled global partnerships with 25 leading technology companies
	– WPP Open, our common data and technology platform for sharing innovations across 
WPP and its strategic technology partners, agencies and clients
	– Deep specialisation in technical capabilities in advertising and marketing technology
	– Distributed innovation throughout our agencies
$10bn
of client billings 
across Google, 
Amazon and 
Facebook
21,000+
technology partner 
accreditations and 
certifications earned
A STRONG FINANCIAL POSITION
	– Diverse revenue streams from a balanced global portfolio 
	– Resilient revenue streams from a varied client base that covers all business sectors
	– Predominantly variable cost structure, which protects profitability during a downturn 
	– Strong balance sheet and ample liquidity due to strong cash generation and over 
60 disposals
£6.4bn
of total liquidity 
including £4.3bn  
of cash
12.9%
Headline operating 
margin
1.6x
Average net debt/Headline EBITDA 
VALUE CREATION FROM STRATEGIC PLANS TO ACCELERATE GROWTH 
	– Expanding further into high-growth areas, from 25% of our business today to 40% by 2025 
	– Targeting annual gross cost savings of £600 million by 2025 and reinvesting £400 million 
into talent, technology and incentives to drive growth 
	– Intention to grow dividend annually with a pay-out ratio around 40% of headline EPS
£3.5bn+
cash from >60 
disposals
£600m
approximate annual 
cost savings 
expected by 2025
INVESTMENT CASE
17
WPP ANNUAL REPORT 2020

2019
2020
Q3
2018
2017
UK
United States
35
25
15
5
ECOMMERCE % OF RETAIL SALES3
%
GLOBAL ADDRESSABLE MARKETING 
EXPENDITURE 2019 ($310bn)1
$bn
● Communications 168 
● Experience 54 
● Commerce 25
● Technology 63
GLOBAL ADVERTISING SPEND BY MEDIA2
%
2015
2020
● Digital
● Traditional (Outdoor, Cinema, Print and TV)
59
41
31
69
1	 Source: IDC, except GroupM/WPP for communications.
2	 Source: GroupM This Year Next Year report.
3	 Source: US Consensus (Nov-20) and ONS internet 
retail sales (UK).
4	 % of total top 200 clients designated to each industry.

STRATEGIC REPORT 
THE MARKET
Growth opportunities in digital,  
ecommerce and purpose.
2020 MARKET OVERVIEW 
The impact of Covid-19 began to be felt 
from March onwards, causing widespread 
restrictions on economic activity. The market 
began to recover in the latter half of the 
year, with GroupM estimating that global 
advertising fell by 5.8% during 2020, a 
substantially better outcome than the 11.8% 
annual decline predicted in June. Within this, 
spend on digital media increased to 59.3% 
of total spend in 2020, from 51.6% in 2019, 
underpinned by growth in ecommerce and 
the increasing importance of a seamless 
omnichannel customer experience.
DIGITAL AND ECOMMERCE DEMAND 
ACCELERATING 
One of the prevailing outcomes of the 
pandemic has been the acceleration in 
underlying structural trends. Lockdown 
restrictions across the globe have brought 
about unprecedented growth in ecommerce, 
with a greater proportion of consumers 
shopping online. GroupM estimates that 
global retail ecommerce – including 
automotive sales but excluding food and 
delivery services – saw growth of 21% in 
2020, amounting to 17% of global retail sales.
China, the world’s largest ecommerce 
market, saw penetration reach 25% in 2020 
and equivalent sales accounted for 14% and 
18% of total retail activity in the United States 
and UK, respectively. As a result, brands 
have had to put greater focus on their 
digital strategies.
In terms of trends by sector, linear TV 
advertising has continued to decline with 
production and live events taking a pause, 
while streaming services have grown at a 
rapid pace. Advertising spend on outdoor, 
cinema and print has fallen significantly as 
consumers have been spending an increased 
amount of time at home.
Consumer packaged goods, technology and 
pharmaceuticals businesses (57% of WPP’s 
revenue less pass-through costs from our top 
200 clients for 2020) have held up reasonably 
well as demand for their services has either 
been less impacted or, in some cases, 
slightly increased. On the other hand, 
automotive, luxury & premium, travel and 
leisure businesses (22% of revenue less 
pass-through costs from the top 200 clients) 
have been the hardest hit and this in turn has 
been reflected in their marketing spend. 
Trends in spend by geography have 
predominantly been driven by restrictions 
on economic activity and the maturity of 
digital channels. Based on GroupM findings, 
China saw growth in advertising spend of 
6.2% in the year, reflecting its rapid response 
to the pandemic. Spend in the UK and 
United States, excluding political advertising, 
declined by 4.4% and 7.3% respectively, 
with these markets performing better than 
expected in the second half of the year as 
they benefited from the growth in 
ecommerce. Across other major markets 
in Europe activity was mixed: France saw 
advertising spend fall by 15.5%, while the 
market in Germany was more robust with 
spend falling by 2.0% in the year.
	 Consumer Packaged 
Goods 26%
	 Automotive 14%
	 Technology 18%
	 Healthcare & pharma 13%
	 Telecom, media & 
entertainment 7%
	 Retail 5%
	 Other 5%
	 Financial services 4%
	 Luxury & premium 6%
	 Travel & leisure 2%
REVENUE LESS PASS-THROUGH COSTS 
BY CLIENT INDUSTRY4
WPP ANNUAL REPORT 2020
18

STRATEGIC REPORT

 
THE MARKET
Covid-19 is accelerating existing market trends 
Why WPP is well positioned  
to manage and benefit from this
Growing importance of 
purpose and reputation 
	– Purpose and reputation are more critical 
than ever, driven by the lasting impact 
of the Covid-19 pandemic, the need for 
racial equity, the safety of social media 
platforms, and many other issues. 
Consumers continue to expect more from 
companies. In 2020 brands perceived as 
having a high positive impact on society 
grew at 2.5 times the rate of others1
85% 
of consumers 
believe that brands 
should be about 
more than just profit
Source: Wunderman 
Thompson Intelligence 
	– Our agencies have the skills 
to advise clients on how best 
to embed purpose and 
sustainability in their 
marketing, and to meet the 
growing demand for services 
that promote and protect 
the reputations of brands 
and businesses
Technology reshaping old 
consumer models – mass 
media, bricks & mortar – 
with new expectations 
of personalisation and 
immediacy 
	– Technology is disrupting traditional media 
platforms: investment in physical retail 
stores and linear television for mass-media 
audiences is shifting towards ecommerce, 
digital channels and personalised 
messaging, requiring agencies to possess 
skills in data and technology alongside 
traditional strengths in communications 
61% 
digital % of global 
ad spend by 2021
(2015: 31%)
Source: 2020 Gartner 
CMO Spend Survey
	– With our modern offer to 
clients, we deliver integrated 
campaigns across digital and 
traditional platforms
	– We are helping brands shift 
to ecommerce, supporting 
$30 billion of gross merchandise 
value sales over WPP-built 
ecommerce platforms
Collision of 
communications, content 
and commerce, powered 
by data and technology 
	– Covid-19 has accelerated the growth of 
digital media channels: ecommerce 
accounted for 27% of UK sales and 14% 
in the United States in Q3 2020; and 
demand for streaming services and social 
media is exploding. These changes require 
permanent shifts in the way media 
strategies are designed and developed
1bn 
hours of video 
watched on 
YouTube daily
Source: Digital TV research
	– Approximately 41% of our 
media billings are digital 
	– Four of our creative and digital 
agencies were named as 
leaders in the influential 
Gartner Magic Quadrant study
	– We invest over $10 billion per 
year for clients with Google, 
Amazon and Facebook
CMOs are becoming 
Chief Growth Officers, 
requiring new skills 
and support 
	– The structural change driven by 
technology has broadened CMOs’ 
responsibilities, increasing the need to 
deliver end-to-end customer experiences 
and react to real-time changes in 
consumer behaviour. This in turn requires 
greater advice and support from agencies
68% 
of CMOs expect 
martech budgets  
to increase
Source: 2020 Gartner 
CMO Spend Survey
	– Modern marketing technology 
expertise: 3,200+ Adobe 
Experience Cloud specialists
	– We are a top three global 
partner to Adobe and 
Salesforce in marketing 
technology
	– Growing relationships with 
client CIOs as well as CMOs
Marketing value chain is 
evolving with disruptive 
entrants and operating 
models
	– Alongside traditional competition from 
holding companies and specialist agencies, 
newer challengers such as technology firms 
and consultants are entering parts of the 
value chain, requiring agencies to promote 
their consulting and technology capabilities 
alongside their creative offerings 
“We have all the skills 
our clients need, 
and our creativity is 
what sets us apart.”
Mark Read
Chief Executive Officer
	– We differentiate ourselves 
through our strongest asset 
– our creativity – which runs 
throughout our modern 
integrated offer of 
communications, experience, 
commerce and technology
1	 Kantar Purpose 2020 report.
19
WPP ANNUAL REPORT 2020


STRATEGIC REPORT 
WPP ANNUAL REPORT 2020
20


STRATEGIC REPORT
SCIENCE  
WILL WIN
AGENCIES
GREY NEW YORK,  
H+K, LANDOR & FITCH
CLIENT
PFIZER
Before the onset of the Covid-19 
pandemic, Pfizer had asked Grey Health & 
Wellness and H+K to create a corporate 
reputation campaign, building on a brand 
strategy devised by Landor & Fitch, to 
support the company’s business and 
cultural transformation. 
Science Will Win highlighted the 
company’s dedication to harnessing the 
power of science to improve people’s 
lives, but it soon turned into something 
much bigger than that. As Covid-19 took 
hold, Science Will Win became a rallying 
cry. Grey created a moving spot featuring 
Pfizer employees and saluting the global 
scientific community’s unprecedented 
collaborative effort to end the pandemic 
and restore public health. Its message 
was uplifting, optimistic and defiant, as 
Pfizer and its peers raced to create and 
roll out vaccines around the world, and it 
struck a chord with millions of viewers.
YouGov named it one of the most 
effective campaigns in the United States in 
2020, and reported that Pfizer’s advertising 
awareness grew by two thirds during the 
year. As Science Will Win moves into 
2021, H+K is helping the client to make 
scientific storytelling more accessible and 
inclusive, working with diverse voices to 
promote Pfizer’s belief that science will 
only win if it wins for everyone.
66%
increase in  
awareness
21
WPP ANNUAL REPORT 2020

“	IN PARTNERSHIP 
WITH OUR AGENCY 
BRANDS WE ARE 
DEEPENING AND 
ACCELERATING THE 
CHANGE ALREADY 
HAPPENING  
WITHIN WPP.”
	 Mark Read 
	 Chief Executive Officer 
A strategy for 
growth: for our 
people, our clients, 
our agencies and 
our shareholders.
We have made 
significant progress 
since launching our 
new strategy in 2018.
It has been two years since we set out our 
strategy to return WPP to growth. We have 
made significant progress, with stronger 
agency brands, new leadership, a simpler 
structure and a strong balance sheet. The 
results were evident in our industry-leading 
new business performance in 2020. 
The events of 2020 have only accelerated 
the structural changes in our industry, from 
the expansion of digital channels to growing 
demand for ecommerce solutions. The actions 
that we have taken have positioned us well, 
and we are already working with 76 of our 
top 100 clients on ecommerce. There are 
significant new growth opportunities for 
WPP as clients demand simple, integrated 
solutions that combine creativity with 
technology and data expertise. Clients 
need trusted partners more than ever to 
help them transform and succeed.
In December 2020, we held a Capital Markets 
Day to provide an update on progress and to 
outline our plans to accelerate our growth. 
We aim to return our communications 
business to sustainable growth and invest 
further in the high-growth areas of 
commerce, experience and technology. 
A new transformation programme will make 
us more effective and efficient as we share 
expertise across a simpler company of 
stronger agency brands. We are targeting 
approximately £600 million of cost savings 
by 2025, of which £400 million will be used 
to fund investment in the capabilities and 
technology that will drive future growth for 
our people, our clients, our agencies and 
our shareholders.
OUR STRATEGY 
WPP ANNUAL REPORT 2020
22

STRATEGIC REPORT

DATA &  
TECHNOLOGY
 Read more from page 32
SIMPLER 
STRUCTURE
 Read more from page 38
PEOPLE & 
CULTURE
 Read more from page 46
VISION  
& OFFER
 Read more from page 24
CREATIVITY
 Read more from page 28
A vision developed with 
our people and clients 
and a modern offer to 
meet the needs of our 
clients in a rapidly 
changing market.
A renewed commitment 
to creativity, WPP’s 
most important 
competitive advantage.
Harnessing the strength 
of marketing and 
advertising technology, 
and our unique 
partnerships with leading 
technology firms.
Investment in our people, 
culture and values to 
ensure WPP is the natural 
home for the best and 
brightest talent.
Reducing complexity 
and making sure our 
clients can access the 
best resources from 
across the Company.
 Our approach to sustainability 
aligns with our strategy. 
See page 66
23
WPP ANNUAL REPORT 2020
STRATEGIC REPORT
OUR STRATEGY

“	WE CAN HELP 
BUSINESSES AND 
BRANDS ADAPT AND 
TRANSFORM 
FASTER.”
	 Laurent Ezekiel 
	 Chief Marketing & Growth Officer 
Meeting the needs of 
modern marketing.
VISION & OFFER
A FOCUS ON HIGHER-GROWTH AREAS
In 2018 we set out a new vision and 
contemporary offer to meet the needs of 
modern marketing, spanning the full range 
of services and disciplines essential for our 
clients’ success. Alongside our core 
strengths in communications, we have 
also become a leader in experience, 
commerce and technology. 
The profound changes to consumer 
behaviour brought about by Covid-19 have 
only accelerated client demand for these 
future-facing capabilities. According to 
GroupM estimates, global retail ecommerce 
grew 21% in 2020, representing 17% of 
global retail sales1.
The market opportunity in these newer areas 
is sizeable and we are strongly positioned to 
capitalise on it. Just under half of the 
addressable market is in the higher-growth 
sectors of experience, commerce and 
technology, where client spend is forecast to 
increase by some 10% annually over the next 
three years. The balance of spend is in our 
core communications services, which are 
expected to grow around 1% annually.
Given these trends, our goal is to return our 
core communications business to sustainable 
growth, through a focus on digital 
communications, and to expand further into 
the higher-growth areas – increasing their 
share of revenue from 25% to 40% by 2025. 
We are seeing increased demand from our 
largest clients for these new services as they 
invest in digital technologies, data-driven 
marketing, ecommerce and personalised 
customer experiences. 
A recent example is the retention and 
expansion of our relationship with Walgreens 
Boots Alliance. At the heart of the new 
partnership model is a data and technology 
solution that will pair WBA’s rich first-party 
data set with WPP’s industry-leading 
marketing technology capabilities.
AGENCIES: OUR GROWTH PLATFORM
This re-orientation of the Company into the 
growth areas of our industry is supported by 
the move to fewer, stronger agency brands 
within WPP, which have fully integrated 
offers combining creativity and digital 
expertise, and are better equipped to grow 
as a result.
The newly integrated agencies Wunderman 
Thompson and VMLY&R have been among 
WPP’s strongest performers. 
To support and increase our capabilities in 
fast-growth areas we have continued to 
make targeted acquisitions of technology, 
digital innovation and data companies, such 
as Sandtable, Xumak and – at the beginning 
of 2021 – DTI Digital and NN4M. We have also 
invested in the new innovation and business 
transformation consultancy, Proto.
The effectiveness of our offer was reflected 
in our industry-leading new business 
performance in 2020 with $4.4 billion of 
net new billings won during the year. 
LOOKING AHEAD 
As we look to the future, we will build on this 
strength by investing further in the people, 
platforms and partnerships that enhance our 
capabilities at scale, and continue to engage 
in targeted acquisitions, scalable across 
WPP, which bring in additional talent, skills 
and technology.
40% 
Expected share of WPP revenue from 
experience, commerce and technology 
by 2025
1	 Including automotive sales, but excluding food 
and delivery services.
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STRATEGIC REPORT OUR STRATEGY

charlidamelio
@
DISTANCE 
DANCE
AGENCY
GREY NEW YORK
CLIENT
PROCTER & GAMBLE
Following a call from the Governor of 
Ohio to the CEO of P&G, asking for help 
in communicating stay-at-home and 
social distancing messages to a younger 
audience, the client reached out to Grey.
Grey collaborated with TikTok’s number 
one global influencer, Charli D’Amelio, 
to create #DistanceDance, a Covid-19 
safety campaign designed to reach a 
demographic who might not be watching 
the news through traditional channels. 
In its first week, #DistanceDance 
attracted more than eight billion views 
and 1.7 million imitation dances from 
celebrities, other influencers, college 
mascots, all of the major sports leagues 
and members of the public. It became 
the most viewed video in the history 
of TikTok. By participating in the 
#DistanceDance challenge, followers 
generated donations, with P&G promising 
to contribute to Feeding America and 
humanitarian aid organisation Matthew 25: 
Ministries for the first three million videos. 
All parties donated their time and media 
for the campaign.
17.7bn 
views
#1 
influencer recruited  
on TikTok
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VISION & OFFER


NOT JUST A 
CADBURY AD
AGENCIES
OGILVY MUMBAI, WAVEMAKER
CLIENT
CADBURY
Diwali is the festival of lights, but last 
year the festivities were dimmed as the 
pandemic adversely affected the Indian 
economy. Everyone needed a little help to 
get back on their feet, especially the small 
local stores, so Ogilvy and Wavemaker 
helped Cadbury launch #NotJustACadburyAd. 
The brand didn’t just advertise itself, but 
thousands of small businesses, too. The 
agencies mapped local stores across India 
through their pin codes and geo-targeted 
customised ads to promote the stores in 
their areas. Using AI, the agency created 
thousands of hyper-personalised versions of 
the same ad, prompting viewers to support 
their local stores, and making everyone’s 
Diwali happier and sweeter.
32%
sales increase
35m
total impressions,  
with 9.4 million 
video views
14.4%
uplift in ad recall
6%
uplift in consideration
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OUR STRATEGY

Investing in extraordinary 
work and the talented 
people who produce it.
THE ESSENTIAL INGREDIENT
Our clients come to us for an increasingly 
wide range of skills, services and  
capabilities, but outstanding creativity 
remains firmly at the top of the list. It is an 
essential ingredient for the kind of truly 
transformative work required to launch, 
elevate, reinvent and future-proof the 
world’s most successful brands.
Creativity takes many forms: from the classic 
“Big Idea” to ground-breaking product 
innovation, inspired media planning, the 
forging of fresh paths to reach consumers, 
ingenious public relations campaigns and 
new ways of applying technology. 
Take a look at the work of WPP agencies 
at the Super Bowl – the world’s greatest 
marketing showcase – and you will see 
everything from moving and hilarious TV 
spots to unique, technology-enabled 
experiences and social media activations 
that reach millions. Real creativity transcends 
marketing channels and disciplines – at heart 
it is about how we solve problems, and 
generate impact.
INVESTING IN TALENT
Creativity is also a scarce resource. It takes 
special talent, and that means investing in 
the special people who possess it. In 2020 
we recruited some of the industry’s brightest 
creative talent, including Laura Jordan 
Bambach and Justine Armour at Grey, 
Danilo Boer and Marcos Kotlhar at Ogilvy, and 
Walter Geer and Noel Cottrell at VMLY&R. 
This year, we announced the appointment 
of Rob Reilly as Global Chief Creative Officer 
of WPP, with a brief to champion creativity 
throughout the Company and foster a culture 
that delivers extraordinary work for our 
clients. He is also tasked with attracting and 
nurturing the best creative talent, driving 
inclusion and diversity in creative work and 
teams, and working with technology 
partners to fuel the creativity needed for 
their platforms.
Rob, who was previously Global Creative 
Chairman of McCann Worldgroup and joins 
WPP in May, is one of the industry’s most 
respected leaders, known for helping to 
create iconic ideas for the most impactful 
global brands. He will act as a partner to 
CEO Mark Read, as well as the CEOs and 
Chief Creative Officers of WPP’s agencies, 
and his appointment is a clear signal of 
WPP’s creative ambition. 
Also this year, we appointed Dave Rolfe to 
the new role of Global Head of Production for 
WPP and Hogarth, our creative production 
arm. Dave is widely acknowledged as a 
pioneer in his field and celebrated for his 
transformative work for clients. He will be 
responsible for a strategy that lifts the role of 
production in delivering creative excellence 
across WPP. 
BOLD AMBITIONS
The best creative people want to work for 
the organisations with the strongest creative 
reputations. At WPP our ambition is to be 
seen not only as the most creative company 
in our sector, but in the world. 
We begin from a position of strength: in 
2020 the Cannes Lions International Festival 
of Creativity named WPP as the most 
creative company of the decade, and we 
were ranked the most effective marketing 
communications company in the world in 
the Effie Index, for the ninth successive year. 
No fewer than eight WPP agencies were 
recognised by D&AD, which celebrates 
excellence in commercial creativity, and 
BCW, our global public relations agency, 
was ranked number one in PRovoke Media’s 
annual Global Creative Index. 
LOOKING AHEAD
Investing further in creativity – in particular 
in the United States – will continue to be at 
the heart of our strategy. As well as hiring 
fresh talent we are funding development 
programmes for our creative leaders to 
ensure their skills evolve as fast as the 
landscape around us; working with our 
technology partners to bring new 
innovations and ideas to life; and making 
it easier for creative talent to move around 
our agencies so they can build an entire 
career within WPP.
CREATIVITY
Holding Company  
of the Decade
Pencils won by eight 
creative agencies
89 awards; top honours  
to Ogilvy and AKQA
Most effective marketing 
communications company  
2012-2020
BCW first in 2020 Global 
Creative Index
AWARDS IN 2020
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204m 
Netflix paid 
memberships
190
Netflix countries with 
paid memberships
WE WATCHED 
IT ALL
AGENCY
AKQA SÃO PAULO
CLIENT
NETFLIX
As one of the last year’s few entertainment 
options, Netflix has been both a source of 
sanity, but also endless scrolling. Audiences 
had spent so many hours in front of screens 
that there was a collective feeling everything 
had been watched on the platform. AKQA 
helped Netflix to turn this phenomenon into 
a celebration, a joyful playlist in an otherwise 
melancholy year.
In a surreal musical film, after receiving a 
prompt that he’s “finished Netflix”, a fan is 
taken on an immersive trip down memory 
lane – back through everything he and the 
wider audience had watched and felt, 
together.
As our hero moves through his retrospective 
journey, the lyrics and bizarre visuals make 
fan-centric references to some of 2020’s 
most talked-about moments. The film was 
teased with a back-and-forth on social media 
between the protagonist and Netflix itself, 
and followed up with augmented reality 
filters and music track releases.
The film featured cameo appearances from 
Chris Hemsworth (Extraction), Anya Taylor- 
Joy (Queen’s Gambit), Álvaro Morte (La Casa 
de Papel), Lily Collins (Emily in Paris), and Asa 
Butterfield and Ncuti Gatwa (Sex Education).
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OUR STRATEGY

THE MOLDY 
WHOPPER
AGENCY
INGO STOCKHOLM, DAVID MIAMI, 
PUBLICIS 
CLIENT
BURGER KING
Over the past three years Burger King 
has removed 8,500 tonnes of artificial 
preservatives from its products worldwide. 
The brief was to tell this story to the world. 
Burger brands often showcase their 
products in the same way: juicy, beautiful 
and with over-produced photographs. As a 
result, it can be hard to believe that the food 
shown in those photos is real. So Burger King 
decided to break with convention with a 
campaign called the Moldy Whopper, 
featuring the iconic burger rotting over 
a period of 35 days. 
A simple and clear message, showing that 
Burger King food has no preservatives. 
The campaign was talked about around the 
world, delivering commercial results for 
the client and winning numerous awards 
for outstanding creativity. 
+14% 
sales
8.4bn
impressions
$40m 
earned media value
+88%
positive sentiment
Winner 
D&AD Black Pencil
The One Show –  
Best of Show
ANDYs – Bravest 
EPICA Grand Prix
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OUR STRATEGY
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OUR STRATEGY
STRATEGIC REPORT

A TECHNOLOGY-DRIVEN WORLD
We know that technology is shaping the 
world around us. Technology underpins 
every aspect of the work we do for clients: 
how we understand consumers and markets, 
how we plan, buy and optimise campaigns, 
and how we connect consumers with brands 
and businesses. It allows us to innovate, 
it increases operational efficiency, and it 
enables us to deliver work that moves 
consumers and grows brands. Most of all, it 
allows us to augment creativity and deliver 
creative transformation for our clients.
OUR TECHNOLOGY STRATEGY
Our technology strategy is designed to 
address four key trends in our industry:
	– the increasing fragmentation and 
complexity in the media landscape;
	– consumers’ changing attitude to data 
ownership and use;
	– the use of marketing technology to deliver 
connected consumer experiences;
	– the consumerisation of creative 
technologies.
In light of these trends we are re-inventing 
what a best-in-class data and technology 
offering looks like, building products and 
solutions not currently available in the 
market, and always focusing on empowering 
our clients to be the masters of their own 
data and technology destiny. 
We are embedding a future-proofed strategy 
across our business which harnesses our 
strengths – distributed innovation, scaled 
global partnerships, deep specialisation and 
an open platform which will change how we 
mobilise, utilise and administer data and 
technology for our clients. This strategy is 
built on three components: the Platform 
to deliver our services; the People who 
bring our offers to life; and the Partners 
we work with.
PLATFORM
Throughout 2020 we have been rolling out 
WPP Open, a common data and technology 
platform that makes the best technology 
innovation from across WPP available to our 
agencies and clients. To date we have 
developed and commercialised 30 
proprietary data and technology products 
through WPP Open.
PEOPLE 
We are investing in our people and building 
a learning culture to give them the right 
technology skills across cloud, AI and data 
science, marketing and advertising 
technology, creative technologies and 
digital media platforms. As a top three 
partner with Adobe, we have developed 
deep specialisation in Adobe services. More 
than half (over 50,000) of WPP employees 
use Adobe Creative Cloud daily. 
We are also building expert communities 
across WPP, intent on deepening 
collaboration and expertise in the areas 
of data and technology. 
PARTNERS 
We have holistic partnerships with many 
of the world’s largest and most innovative 
technology companies, including Adobe, 
Amazon, Facebook, Google, IBM, Microsoft 
and Salesforce, providing us with preferential 
access to data and technology, joint product 
development, skills development and joint 
go-to-market programmes. We have 
received over 21,000 accreditations and 
certifications from these partners, 
strengthening our technical expertise. 
With the addition of TikTok in 2021, we now 
have 25 global technology partners. This 
first-of-its-kind agreement provides WPP 
with early access to advertising products in 
development, ensuring WPP and its clients
remain at the forefront of innovation as TikTok 
further develops its suite of products for brands.
LOOKING AHEAD
The scale and adoption of WPP Open as our 
core technology and data platform will be a 
key focus for the year ahead. This will enable 
us to double-down on innovating and 
investing in areas of key client demand, be 
that in addressable media, customer data 
management, identity resolution, customer 
experience, virtual production or commerce. 
“	DATA AND 
TECHNOLOGY ARE 
FIRMLY EMBEDDED  
AT THE HEART OF 
WPP’S OFFER.”
	 Stephan Pretorius
	 Chief Technology Officer
Fuelling our growth  
and future-proofing  
our strategy.
DATA & TECHNOLOGY
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Fresh opportunities for creative 
excellence and innovative ways for 
clients to reach their customers.
In February 2021, WPP and TikTok – the 
short-form mobile video phenomenon – 
formed a global partnership that was the 
first of its kind in the industry. It enables 
WPP agencies and clients to tap into the 
culture-shaping impact and reach of 
TikTok, and to benefit from unique access 
and capabilities on the platform.
The opportunities for brands from 
short-form video and digital content 
continue to grow. As TikTok’s designated 
Lead Agency Development Partner for 
new, creator-focused APIs, WPP will have 
early access to advertising products in 
development, ensuring we and our clients 
remain at the forefront of innovation. 
TikTok will also collaborate with its 
talented community to build a diverse 
network of creators to partner with WPP 
and select advertisers.
Additionally, WPP and TikTok will 
co-create an industry-leading training 
and accreditation programme for WPP 
agencies, which will secure priority 
access to content tailored to media 
and creative disciplines. 
3tn+ 
TikTok video views
2bn+ 
TikTok app 
downloads
700m+ 
TikTok monthly 
active users
WPP AND TIKTOK: 
A NEW GLOBAL 
PARTNERSHIP
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OUR STRATEGY

RESERVING  
A LEGEND
AGENCIES
GTB, VMLY&R
CLIENT
FORD
For most people, buying a car is driven by 
sense and feeling – the touch of the body, 
the sound of the engine, the smell of the 
interior. How then to drive desire ahead of 
the launch of not one, but two iconic brands, 
Bronco and Bronco Sport, during a global 
pandemic? The experience also needed to 
inspire trust and be hassle-free.
GTB and VMLY&R had already created Ford’s 
first online reservation platform – for the 
Ford Mustang Mach-E – at the beginning of 
2020. With lessons from the Mustang Mach-E 
launch in hand, the Ford Bronco and Bronco 
Sport reservation experience was re-imagined.
The agencies worked with Ford to 
understand the elements of the purchasing 
process that could be optimised into a 
singular online reservation experience for 
all visitors to Ford.com, as well as their local 
dealer’s website. The site enabled the 
customer to explore the new models in 
detail, while making it easy to convert 
interest into a tangible experience with 
a configurator that helped shoppers to 
build their own virtual Bronco. 
The results were stellar: the Ford Bronco First 
Edition sold out in less than 24 hours, over 
190,000 reservations were submitted in the 
first three months after the Bronco’s reveal, 
and almost half of them were for the most 
expensive models. Within three days of the 
configurator going live, over 450,000 virtual 
Broncos were built.
24 hours 
time required for the 
Ford Bronco First 
Edition to sell out
450,000 
virtual Ford Broncos 
built within three days 
of the configurator 
going live 
190,000
reservations in the 
first three months
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DATA & TECHNOLOGY

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DATA & TECHNOLOGY
STRATEGIC REPORT OUR STRATEGY

ADDRESSING 
AUDIENCES 
AGENCY
FINECAST 
Television remains an incredibly powerful 
medium, but today people watch it in many 
different ways using many different kinds of 
devices. Finecast, which is part of our media 
investment arm GroupM, provides advertisers 
with a single point of access to the entire 
modern TV ecosystem. 
Finecast Audience Planner is the first and, so 
far, the only technology platform globally to 
provide holistic campaign planning, pricing 
and forecasting capabilities across the 
addressable TV marketplace.
It is attracting new clients and driving new 
spend on TV by enabling brands to perform 
precision targeting within their audiences 
and activate first-party data. By integrating 
with broadcasters, platforms, data partners 
and advertisers, Audience Planner applies 
audience intelligence at scale, enabling 
clients to break through the complexity 
and fragmentation of today’s market, and 
to deliver effective, precision-targeted 
campaigns across all major TV platforms.
Built from the ground up on WPP’s 
technology infrastructure – including Google 
Cloud Platform – Audience Planner is highly 
scalable and customisable for any market, 
with a simple and fast user interface.
The platform launched in the UK in 2020, 
and is currently rolling out in every Finecast 
market across the globe.
10
markets live by  
the end of 2021
40m
TV devices being reached 
across the UK
5,000+
campaigns planned 2,000+
audience segments 
available to target
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OUR STRATEGY

“	OUR CLIENT 
SATISFACTION 
SCORES IMPROVED 
IN 2020 DUE TO 
THE DEPTH OF OUR 
RELATIONSHIPS, 
STRENGTH OF 
OUR OFFER AND 
DEDICATION OF 
OUR PEOPLE.”
	 Lindsay Pattison 
	 Chief Client Officer
Easy access to our  
market-leading capabilities.
SIMPLER STRUCTURE  
CLIENTS
A DYNAMIC MARKET
The last year has seen many striking shifts 
in the marketing ecosystem: from hyper-fast 
changes in messaging and media spend, to 
more structural developments such as the 
pivot to ecommerce, and the importance 
of embracing purpose, diversity and 
sustainability to engage employees, 
investors and customers. 
In this context, there has never been a more 
exciting time to partner with clients on their 
transformation journey. And while many 
things have changed during Covid-19, one 
constant is the necessity of strong client 
relationships.
Clients want their needs understood first, 
and then they want WPP to bring its full 
resources to provide the service they require 
with simplicity, speed and agility across 
integrated agency offerings – and with easy 
access to best-fit and diverse talent.
A TRUSTED PARTNER TO OUR CLIENTS 
Amongst our top 20 clients, we have four 
of the world’s most valuable companies 
by market capitalisation: Apple, Google, 
Microsoft and Johnson & Johnson. Despite 
the challenges of the pandemic, we grew 
our relationships with half of our top 30 
clients in the year – who represent 31% 
of our revenue less pass-through costs.
Many of our largest clients have Global Client 
Leaders. These experienced executives make 
sure our clients have a simple and clear view 
of all we can do across communications, 
experience, commerce and technology; they 
identify the right capabilities, expertise, and 
talent within our agencies; and they ensure 
cohesion and collaboration across the 
Company for the benefit of our clients. 
In 2020 we had very positive feedback from 
clients and our highest ever client satisfaction 
scores, reflecting the strength of our offer, 
the depth of our relationships with clients, 
and the skills and dedication of our people 
during a very challenging period in which 
the vast majority were working from home 
due to Covid-19 restrictions.
We have both expanded our remit with 
existing clients and continued to win new 
clients. In 2020 major assignment wins 
included companies such as Alibaba, Dell, 
HSBC, Intel, Uber, Unilever, WW and 
Whirlpool. Overall we were the industry 
leader in new business performance across 
both creative and media, with $4.4 billion 
of net new business won in 2020.1
We are seeing very strong levels of 
collaboration across WPP, with an increasing 
roster of pitches involving multi-agency 
teams and strong co-ordination and support 
from the client, new business and technology 
capability we are building at the centre of 
WPP. This was demonstrated most recently 
with the retention and expansion of our 
relationship with Walgreens Boots Alliance. 
A key measure of how well we serve our 
clients is the improvement in our like-for-like 
revenue growth relative to peers. In the final 
quarter of 2018 WPP’s growth rate was 
3.1 percentage points (pp) less than the 
average of our competitors globally and 
7.3pp less than the United States average. 
Fast-forward two years, to the end of 2020, 
and our relative position has improved 
significantly: WPP’s growth rate was 0.9pp 
better than the average globally and only 
0.4pp behind the average in the United States.
LOOKING AHEAD
We still see more room for improvement; 
in 2021 our central resources will be focused 
on driving client satisfaction and organic 
growth. There is significant headroom to 
grow, particularly in the high-growth areas of 
experience, commerce and technology, and 
in enterprise-level initiatives such as business 
transformation, DE&I and sustainability.
1	 Billings, as defined in the Financial Glossary on page 225.
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OUR STRATEGY
WHEN THE WORLD STOPPED
During this critical phase our clients were able 
to depend on us for uninterrupted service: 
from re-planning their communications 
spend, redirecting resources to alternative 
channels and maximising their return on 
investment, to helping them to communicate 
effectively and appropriately. 
24 hours
Many new campaigns were developed 
in a matter of hours or days instead of 
weeks and months
GETTING BACK TO BUSINESS
As clients resumed and reorganised their 
operations, they looked to WPP to deliver 
new creative ideas and executions, and to 
work closely with them to create the “new 
normal”. This led to increasing demand for 
our public relations, ecommerce, marketing 
technology and production capabilities.
76%
We are working on ecommerce with more 
than three quarters of our top 100 clients
LOOKING TO THE FUTURE
Today we are helping our clients adapt their 
marketing approaches for a post-pandemic 
world, in which digital communications, 
experience, commerce and technology will 
be of ever-greater importance.
59%
Share of digital in the advertising market1
For more information on how 
we played our part in responding 
to Covid-19 please see  
wpp.com/featured/ 
how-wpp-is-responding-to-covid-19
1	 SOURCE: GroupM This Year Next Year report total 
advertising spend excluding political advertising 
in the United States.
SERVING CLIENTS IN 
A CHALLENGING YEAR
REACT
RECOVER
RENEW
Continuous service to clients at a time when 
the need for our solutions and expertise has 
been greater than ever.
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We have radically simplified 
our structure. 
SIMPLER STRUCTURE 
COMPANIES 
“	WPP NOW HAS 
FEWER, STRONGER 
AGENCY BRANDS 
WORKING BETTER 
TOGETHER.”
	 Andrew Scott
	 Chief Operating Officer
FEWER, STRONGER BRANDS
Over the last two years we have made 
substantial progress towards our goal of 
radically simplifying our Company. 
We now have fewer, stronger agency 
brands, following a series of targeted actions 
including the merger of several major agency 
networks; the disposal of 60 non-core 
businesses and investments; the merger of 
100 small, local offices; and the closure of 
a further 80 business units. 
The asset sales have generated proceeds of 
over £3.5 billion (including £2.5 billion from 
the sale of a 60% stake in Kantar in 2019) and 
significantly reduced our debt to low and 
sustainable levels.
As a result of these actions, we have a more 
streamlined and simplified structure, better 
positioning us to serve our clients. We now 
have a strong footprint of ten global agency 
networks and our overall stable of brands 
has been reduced from more than 500 to 220.
We have also grown our use of shared, 
multi-agency Campuses for our people, 
driving efficiencies and allowing clients 
easier access to our talent and expertise. 
Today we have a third of our people working 
in our Campuses – a significant increase over 
the last two years.
CREATING LEADING AGENCIES 
In 2020, we announced we would bring 
AKQA and Grey together within AKQA 
Group, and move Geometry into VMLY&R to 
create VMLY&R Commerce, a new end-to-end 
creative commerce agency. These moves 
follow the creation of Wunderman Thompson 
and VMLY&R in prior years.
We now have the right structure of leading 
integrated global creative agency brands, 
providing clients with a full suite of modern 
marketing solutions across communications, 
experience, health, ecommerce, data and 
technology. 
In 2020 we also announced changes within 
our public relations business, bringing 
together three of our agencies to form 
Finsbury Glover Hering, a leading global 
strategic communications and public 
affairs firm.
LOOKING AHEAD
WPP has a material opportunity to leverage 
our scale across our agencies, creating a 
more efficient operating platform and 
unlocking further cost savings. 
We will achieve this in three ways: 
simplifying our operating model, including 
standardising technology and production 
platforms across our companies and 
consolidating our smaller local agencies; 
buying more efficiently as a single 
organisation; and reducing real estate 
costs by consolidating more of our agencies 
into fewer, larger, shared Campuses. For 
more on these and other savings initiatives, 
please turn to the Chief Financial Officer’s 
statement on page 58.
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Integrated country 
operations. 
SIMPLER STRUCTURE 
COUNTRIES
“	THROUGH 
COLLABORATION  
WE ARE ABLE TO 
OFFER CLIENTS THE 
BEST OF WPP.” 
	 Karen Blackett OBE 
	 WPP Country Manager for the UK  
and GroupM UK CEO
GLOBAL SCALE AND LOCAL PRESENCE
Our size is one of our strengths. We have 
industry-leading global media-buying scale, 
providing both good value and premium 
inventory, as well as strong positions in local 
markets. This is complemented by a network 
of global creative agencies, again with 
strong local presence, providing clients with 
an integrated suite of marketing solutions. 
We have a unique position as one of the 
most geographically diversified companies 
in the industry with a worldwide reach to 
over 100 markets. This comprises an 
attractive combination of well-established 
and highly profitable markets such as the 
United States and UK, and structurally 
faster-growing economies, such as India, 
China and Brazil.
Within our three main geographic regions 
our revenue is broadly balanced, with roughly 
one-third each from North America, Western 
Europe including the UK, and Rest of the 
World markets (Asia Pacific, Latin America, 
Africa & the Middle East and Central & 
Eastern Europe). Our 20 largest countries are 
the key drivers of performance, representing 
88% of revenue less pass-through costs.
We are already working with some of the 
world’s fastest-growing companies in 
markets such as India, China and Brazil. 
In 2020 Alibaba appointed Mindshare as its 
media agency in China, Dell chose VMLY&R 
as lead creative agency in India, and 
Campari selected Ogilvy in Brazil. 
COUNTRY-LEVEL INTEGRATION
Within our global footprint we have 18 
Country and Regional Managers covering 
many of our larger markets. As well as 
providing depth of local understanding and 
insight, they bring the best of WPP to their 
markets by promoting WPP’s brand, strategy 
and offer, and coordinating the resources of 
WPP on behalf of clients. 
Our Campus programme is also a key 
element of our country-level integration 
strategy of leveraging our strengths in 
individual markets. Each Campus location 
brings our agencies together in modern, 
world-class workplaces for our people, 
encouraging closer collaboration between 
our agencies, providing clients with easier 
access to our talent and expertise, and 
unlocking efficiencies through consolidation 
of smaller office buildings. 
In 2020 we added three new Campuses, in 
Chicago, Hong Kong and Rome, taking the 
total to 20. Before the end of 2021 we expect 
to open a further 11 sites. For WPP, every new 
Campus is a sign of our commitment to that 
country and investment in our people. 
LOOKING AHEAD
As part of our strategy for growth, by 
leveraging WPP’s existing global strength 
we will accelerate our investment in high 
growth potential markets, including China, 
India and Brazil. For example, earlier this year 
we acquired DTI Digital, a leading Brazilian 
digital innovation and software engineering 
company. These markets are attractive as we 
expect them to grow at double-digits annual 
rates over the next five years. 
Under our simplification strategy, we expect 
to locate 85% of our people in Campuses by 
2025, compared to 33% today. There is no 
doubt that a lasting legacy of Covid-19 will be 
to change the way that we work, providing 
an opportunity to reduce our space 
requirements by about 15-20% on average.
41
WPP ANNUAL REPORT 2020
STRATEGIC REPORT
OUR STRATEGY

SIMPLER STRUCTURE
WPP ANNUAL REPORT 2020
42

STRATEGIC REPORT OUR STRATEGY

BOOTIQUES: 
BREAKING THE 
MOULD OF 
CHRISTMAS
AGENCIES
VMLY&R COMMERCE, OGILVY, 
MEDIACOM 
CLIENT
BOOTS (WALGREENS 
BOOTS ALLIANCE)
For last year’s festive season, Boots decided 
to break the mould of Christmas advertising. 
Instead of an emotive TV spot, a team from 
VMLY&R Commerce, MediaCom and Ogilvy 
created a multichannel experience for UK 
audiences, across digital and traditional 
media, that the whole nation could interact 
with and enjoy. 
Knowing what to buy for your loved ones is 
a perennial Christmas problem. Fortunately, 
with over 2,500 stores across the UK, Boots 
has extensive knowledge about what British 
consumers love. Our agencies were able to 
use this data to curate bespoke ranges, 
answering every gifting problem, no matter 
how niche.
The ambition was to speak to as many 
consumer tribes as possible, which is why 
the team decided to turn every single asset 
created into its own shoppable Bootique. 
So whatever tribe you were shopping for, 
there was a Bootique for you.
The collaborative campaign – brought to 
life by a cross-disciplinary team spanning 
creative, PR, content, social, advertising, 
loyalty and media – also included the launch 
of physical Bootique stores across the UK.
+95%
Boots.com  
page views
+687%
social impressions
223%
return on ad spend
OUR STRATEGY
STRATEGIC REPORT
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43
WPP ANNUAL REPORT 2020
STRATEGIC REPORT

85%
of WPP staff will be 
based in a Campus 
by 2025
EXISTING 
CAMPUSES
OPENING  
IN 2021
Amsterdam
Beijing
Bogota
Bucharest
Chicago
Frankfurt
Hamburg
Helsinki
Hong Kong
Kansas
Lisbon
London – 
Sea Containers 
House
Madrid
Mexico City
Montevideo
Mumbai
New York – 3WTC
Rome
Shanghai
Singapore
Detroit
Düsseldorf
Gurugram
Jakarta
London – 
Rose Court
Milan 
Prague
San Francisco
Santiago 
Seattle
Warsaw 
OUR CAMPUS STRATEGY
The WPP Campus programme is a key pillar 
of our country-level integration strategy: 
providing inspiring spaces for our people to 
work, learn and create; encouraging closer 
collaboration between our agencies; and 
giving clients easier access to our talent 
and expertise. 
We continue to move employees into 
Campuses, closing multiple smaller sites 
and replacing them with fewer, larger, more 
environmentally friendly buildings that offer 
modern, world-class workspaces. 
The proportion of our people based in 
Campuses has increased steadily from 15% 
in 2018 to 33% in 2020, though most of our 
colleagues have, of course, been working 
from home during the last year. As of 
December 2020 the level of office-based 
working in some of our main markets was: 
United States 2%, UK 3%, Germany 12%, 
China 71% and India 10%.
Just as we are helping our clients look beyond 
the pandemic, we are doing the same, and in 
2020 we opened new Campuses in Chicago, 
Hong Kong and Rome. During 2021 we plan 
to open another 11 globally. 
In the post-Covid world there will be a 
greater emphasis on flexible, hybrid models 
of working, which the Campus programme 
will support through its focus on agility and 
shared spaces.
By 2025 we expect 85% of WPP employees 
to be based in Campuses, and a reduction 
in our office space requirements of between 
15 and 20%.
WORLD-CLASS 
WORKING 
ENVIRONMENTS
SIMPLER STRUCTURE
WPP ANNUAL REPORT 2020
44
STRATEGIC REPORT OUR STRATEGY

THE HUNGER 
MONSTER
AGENCY
BCW LONDON
CLIENT
ALDI
One in five children lives in food poverty in 
the UK. To help combat this, BCW worked 
with Aldi to raise awareness, and get 
consumers involved in the retailer’s pledge 
to donate ten million meals to families in 
need in 2021. BCW created a poignant film, 
The Hunger Monster, which depicts a young 
child’s relationship with hunger and its 
devastating effects in a poem by Giles 
Andreae, while celebrated illustrator Lisa 
Stickley brings the story to life through the 
accompanying animation. The team secured 
the support of Marcus Rashford MBE, 
England footballer and campaigner, to 
narrate the poem and throw his weight 
behind the campaign. 
1.9m
animation views 
on social media
570
items of media 
coverage
45
WPP ANNUAL REPORT 2020
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OUR STRATEGY

How we fulfil our purpose 
starts with our people.
PEOPLE & CULTURE
“	OUR GOAL IS TO 
ATTRACT, RETAIN 
AND GROW THE 
MOST TALENTED, 
CREATIVE AND 
INSPIRED PEOPLE  
ON THE PLANET.”
	 Jacqui Canney 
	 Chief People Officer
OUR PEOPLE ARE OUR COMPANY 
At WPP we know that our people are our 
Company. As we transform and help our 
clients to do the same, we need three key 
attributes: a clear purpose; a set of values that 
guide us; and a strong strategy for growth. 
All three come together in our people. 
VALUES 
Our core values inform how we work, 
who we hire and the way we operate as 
a business. We foster an inclusive culture 
across WPP, one that is equitable, tolerant 
and respectful of diverse thoughts and 
individual expression. We aim to create a 
work experience where people are open to 
new ideas, optimistic about the future, and 
empowered to do extraordinary work.
WORKING FROM HOME
Since the onset of the pandemic, the safety 
and wellbeing of our people has been our 
top priority. In 2020 we increased our 
investment in wellbeing resources and 
initiatives, especially in relation to mental 
health – see page 48. We also created new 
ways to connect across WPP, from CEO 
virtual townhalls to “safe rooms” that offer 
more space for open and candid discussions. 
We are communicating more often, from 
focusing on wellbeing in The Weekly, our 
global internal newsletter, to launching WPP 
TV, a new platform for our people to share 
their creativity, expertise and insights. 
Since March 2020 the large majority of our 
people have been working remotely. Some 
offices have reopened in certain countries 
when local rules allowed – all on a voluntary 
basis for those who need or want to return 
– at reduced capacity and with strict safety 
protocols. At the peak around 95% of our 
colleagues were working away from the 
office. We developed new resources and 
guidance to help our people in caregiver 
roles, from assisting sick relatives to taking 
care of children studying at home.
OUR PEOPLE STRATEGY 
Our people strategy is central to WPP’s 
vision as a creative transformation company. 
At its heart is our goal to attract, retain and 
grow the most talented, creative and inspired 
people on the planet, those who are drawn 
to WPP by our purpose of building better 
futures. The strategy is based on three key 
pillars: being the employer of choice for all, 
modernisation of experiences and growth.
EMPLOYER OF CHOICE FOR ALL 
Being the employer of choice for all rests 
on our ability to hire and retain exceptional, 
diverse talent. Diversity and difference 
power creativity – from sex, gender, race 
and ethnicity to sexual orientation, age, 
religion, disability, family status and so 
much more. To succeed, we are seeking 
out people who can bring more of these 
different perspectives to our client work, 
which is why we are partnering with 
organisations such as Brixton Finishing 
School, RARE recruitment, the One Club 
For Creativity and adfellows.
We are also listening more closely to our 
people. When we understand their 
experiences and learn from them, we create 
a deeper sense of belonging and an inclusive 
environment where everyone can do 
inspiring creative work. To this end, in 2020 
we launched our first all-staff survey in our 
top five markets to better anticipate our 
people’s needs and to shape our people 
strategy. This helped to form our 2021 
Listening programme, which started with 
WPP Pulse – an anonymous, quarterly global 
survey, designed to gather and act on 
unfiltered, honest feedback. 
In June 2020 we made a number of 
commitments to advance racial equity. 
We view this work as a moral and business 
imperative. We committed to take decisive 
action on each of the 12 points in the “Call for 
Change” open letter from more than 1,200 
Black advertising professionals to the 
industry; to use our voice within and beyond 
our industry; and to invest $30 million over 
three years to fund inclusion programmes 
within WPP and to support external 
organisations. We set out our progress 
against these commitments on page 49 
of this report, and in more detail in our 
Sustainability Report.
WPP ANNUAL REPORT 2020
46
STRATEGIC REPORT OUR STRATEGY

Much work remains, but we have made good 
progress on gender diversity. The proportion of 
women in executive leadership roles increased 
to 40%, compared to 37% in 2019, and 43% of 
the Board are women. We are currently running 
several successful gender diversity initiatives 
including WPP Stella, a senior leadership and 
networking group, and women’s development 
programmes such as Fast Forward and Walk 
the Talk. In 2021 we were named an industry 
leader in the Bloomberg Equality Index for 
the third consecutive year.
In June 2020 we launched WPP Unite!, a 
cross-agency LGBTQ+ community, which 
advises on policies that impact the LGBTQ+ 
talent of WPP and its agencies. This year 
we were proud to be named one of the 
Best Places to Work for LGBTQ Equality 
in the 2021 Corporate Equality Index.
MODERNISATION OF EXPERIENCES 
We are using technology to improve the 
experiences of our people, in the same way 
we use it for our clients and their customers. 
We are centralising our systems to provide 
the data-driven insights for improved 
decision-making. We are offering more 
user-friendly self-service tools, deploying 
new people management software and 
helping our teams match employee skills 
to client needs more effectively. And we 
continue to bring more of our people into 
modern, world-class Campuses, targeting 
85% of employees by 2025. 
Together these modernisation initiatives 
to simplify and standardise how we work 
form part of our wider business strategy to 
generate cost and efficiency savings – which 
will help us reinvest in talent and incentives 
to drive our growth. For more on these and 
other initiatives, please turn to the Chief 
Financial Officer’s statement on page 58. 
GROWTH 
Talent is the life force of WPP. When we ask 
our people what they want, opportunities to 
grow and learn rank near the top. That is why 
we invest in new hires, training and skills 
development, to help us compete and to 
grow our people, teams and business. 
We have named many dynamic new leaders 
in the last year, from internal promotions and 
external hires. In 2020 we appointed Simona 
Maggini as Country Manager for Italy, Nick 
Lawson as Global CEO of MediaCom, Andy 
Main to lead Ogilvy, and Adam Gerhart as 
Mindshare Global CEO, along with other 
senior leaders like Kirk McDonald, Devika 
Bulchandani and Rachel Higham. In 2021 we 
appointed Beth Ann Kaminkow as Global 
CEO of VMLY&R Commerce and Rob Reilly 
as WPP’s Global Chief Creative Officer.
We spent £19.7 million on training in 2020 
with 77% of our people taking part in formal 
training programmes. During 2020 we 
continued to work with our leading 
technology partners such as Adobe, 
Amazon, Google, Microsoft and Salesforce to 
enhance our technical expertise and gained 
over 21,000 accreditations and certifications. 
This year, we are increasing our investment 
in development programmes to hone the 
skills and capabilities we need to transform 
and deliver on our business strategy. We are 
investing more in leadership development 
programmes for women, people of colour 
and the next generation of leaders, because 
our growth depends on effective, diverse 
leadership for many years to come. And we 
have launched our new Career Explorer 
platform, which provides greater 
transparency into job openings so current 
and prospective employees have access 
to more career paths across WPP. 
LOOKING AHEAD 
We plan to invest an additional £150 million 
annually by 2025 in our people. This will be 
targeted at increasing talent and skills in the 
fast-growth areas of the industry – such as 
experience, commerce and technology – and 
boosting our capabilities in AI and machine 
learning. The goals are simple: strengthen 
skills that unlock better client relationships 
and results, make it easier for our people to 
move around our agencies, and ensure 
more opportunities for growth are open 
to all our people. 
For more on our people, please turn to 
Employer of Choice for All on page 76.
100,000
people 
95%
of employees worked from home 
at the peak of the Covid-19 pandemic
50
editions of all-staff newsletter  
The Weekly, with 1.8 million  
unique opens
100%
of our employees have access to the 
Employee Assistance Programme
51% 
of our senior managers are women 
28
CEO virtual townhalls in 2020,  
with over 39,000 total participants
47
WPP ANNUAL REPORT 2020
STRATEGIC REPORT

 
OUR STRATEGY

WELLBEING
The challenges created by the Covid-19 
pandemic, racial injustice, political 
division, and many other issues around the 
globe have taken their toll on people’s 
mental, emotional, financial and physical 
wellbeing. There are no simple answers 
to these complex issues that affect each 
person differently, but by increasing 
investment in wellbeing resources for our 
people we aim to anticipate and support 
their needs. 
During 2020 we rolled out our Employee 
Assistance Programme to every market 
globally to offer our people and eligible 
family members access to free, confidential 
counselling and support, and we shared 
resources on topics such as managing 
stress, dealing with loss, and how to 
access local financial or legal help. 
We launched our “safe room” series in 
response to horrific acts of racially 
motivated violence in the United States, 
so our people would have a space for 
open and honest conversations. The series 
has since been extended to various 
communities including Black women in 
leadership and single parents.
To recognise World Mental Health Day 
and Mental Health Awareness Month we 
curated a global programme of wellbeing 
sessions, highlighted educational 
wellbeing resources and gave our people 
a platform to share their personal tips and 
advice on how to look after our mental 
and emotional health during lockdown.
In May 2021, we are launching a new 
Mental Health Allies programme in the UK, 
with a pilot in the United States and the 
intention of rolling it out across other 
markets. Mental Health Allies are 
employees who volunteer to be trained to 
support others. As part of this initiative, 
we are building a Wellbeing Academy at 
the centre of WPP, where Allies and HR 
professionals will be able to seek support, 
continuous learning and advice.
100%
of employees  
can access  
Employee  
Assistance  
Programme 
200
UK Mental  
Health Allies  
by May 2021
WPP ANNUAL REPORT 2020
48
STRATEGIC REPORT OUR STRATEGY
PEOPLE & CULTURE

GLOBAL 
INCLUSION 
COUNCIL
OUR RACIAL 
EQUITY 
COMMITMENTS
In June 2020, we set out a series of 
commitments to help advance racial equity. 
We said we would take decisive action on 
each of the 12 points in the “Call for Change” 
open letter to the industry from more than 
1,200 Black advertising professionals; use 
our voice to bring about change in and 
beyond our industry; and invest $30 million 
over three years to fund inclusion 
programmes within WPP and to support 
external organisations. While there is much 
more work to be done, we have made 
progress towards these commitments as 
we embed diversity, equity and inclusion 
(DE&I) into everything we do. 
We have established our new Global 
Inclusion Council to advise on DE&I goals, 
recommend new systems and strategies, 
and identify barriers to progress. We 
released our most recent United States Equal 
Employment Opportunity Commission data 
and committed to reporting our workforce 
diversity data annually in our Sustainability 
Report. To embed DE&I into our hiring and 
development processes, all our HR teams 
received anti-bias training and we launched 
a diverse candidate slate policy in the US 
and UK.
We have partnered with organisations such 
as the LAGRANT Foundation to help build a 
more diverse future talent pool and launched 
NextGen Leaders, a virtual learning series for 
college students and recent graduates. 55% of 
the 846 participants in 2020 were Black, Asian 
and Latin American. We have implemented 
and are expanding learning and development 
opportunities for our employees of colour, 
including our Elevate sponsorship programme. 
We launched our mandatory Belonging at WPP 
inclusion training for all staff globally and a 
Conscious Inclusion programme, to raise our 
awareness of unconscious bias. We created 
an Inclusive Marketing Playbook to enable 
WPP teams to put inclusive marketing 
principles and best practice front and centre. 
And we established our Diversity Review 
Panel for our people to raise any concerns 
regarding negative stereotypes in our work.
To ensure transparency and accountability, 
we have committed to updating our 
employees on progress against our DE&I 
goals each quarter.
$30m
investment over three years in inclusion 
programmes within WPP and to support 
external organisations
 For further detail on our racial 
equity commitments, please see 
our 2020 Sustainability Report
49
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STRATEGIC REPORT
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OUR STRATEGY

STRATEGIC REPORT OUR STRATEGY
WPP ANNUAL REPORT 2020
50

PEOPLE & CULTURE

51
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STRATEGIC REPORT

OUR STRATEGY
I AM
AGENCY
VMLY&R BRAZIL 
CLIENT
STARBUCKS
In Brazil, trans people often suffer 
prejudice when they don’t have their new 
names on official documents. The process 
for legally changing names is expensive 
and bureaucratic, and the registry offices 
where it happens are intimidating 
environments for this community.
At Starbucks, anyone who orders a drink at 
the counter has their name respected and 
written on the cup without question. 
So, VMLY&R decided to invite trans people to 
have their names legally changed in a place 
where they are always welcome. The agency 
transformed a local Starbucks into a registry 
office, and participants were able to leave 
the store with official documents in their 
new names – free of charge.
The result was a seven-times increase in daily 
legal name changes for the city of São Paulo. 
Winner
Grand Prix El Ojo 2020

STRATEGIC REPORT 
WINNING 
IN MEDIA
GroupM is the world’s leading media 
investment company, responsible for 
more than $60 billion in annual media 
investment through agencies Mindshare, 
MediaCom, Wavemaker, Essence and 
m/SIX. The strength of our media offer 
was reflected in our industry-leading 
new business performance in 2020, 
with $4.8 billion of new media business 
won during the year. 
According to independent research 
consultancy COMvergence, GroupM 
won close to three times more new 
business than its nearest competitor, 
reflecting significant new assignments 
during the year including Hasbro, 
Sainsbury’s, Walgreens Boots Alliance, 
Whirlpool and Uber. 
Among individual media agencies, 
GroupM companies led the global 
rankings. MediaCom was first, with a total 
new business value of $1.6 billion, and 
Wavemaker second, with $1.4 billion.
MEDIABRANDS
0.8bn
HAVAS MEDIA 
GROUP
1.1bn
OMNICOM  
MEDIA
1.6bn
PUBLICIS 
MEDIA
1.7bn
DENTSU  
INTERNATIONAL
1.8bn
GROUPM
4.8bn
SOURCE: COMvergence, Billings Rankings 2019 and New Business Barometer FY 2020
TOTAL NEW BUSINESS 
VALUES 2020 ($bn)
(including billings retained)
2020 KEY MEDIA NEW 
BUSINESS WINS 
WPP ANNUAL REPORT 2020
52

OUR STRATEGY

UNSCRIPTED
AGENCIES
WUNDERMAN THOMPSON 
LONDON, ESSENCE LONDON
CLIENT
BT SPORT
BT Sport’s challenge to Wunderman 
Thompson and Essence was to help it take 
on and defeat its rivals in the battle for 
subscriptions. So, the agencies decided to 
ignite a global debate, using technology, 
social media and a large dose of controversy. 
Time and again, football shows just how 
unpredictable live sport can be. You just 
couldn’t write it. Or could you? Together 
with BT Sport, the agencies united Opta, 
the world’s leading supplier of sports data, 
Squawka, the analytical sports agency, and 
Google Cloud. Their goal: use big data and 
AI to do the unthinkable – predict the entire 
season in the form of a 60-page script, before 
a ball had even been kicked. The next step 
was to release the script to pundits, players, 
influencers, journalists and fans – then sit 
back and watch the fireworks.
What followed was a conversation explosion 
across talk shows, newspapers, social media 
and news channels, driving 30% more BT 
Sport subscriptions than in the prior season.
137m
media impressions 
across 44 countries
40,000
new followers of BT Sport 
within the ten-day 
campaign period
30%
increase in BT Sport 
subscriptions
STRATEGIC REPORT
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WPP ANNUAL REPORT 2020
OUR STRATEGY


STRATEGIC REPORT 
KEY PERFORMANCE 
INDICATORS
We track our performance against 
indicators that reflect our strategic, 
operational and financial progress, 
as well as our impact on society and 
the environment. These indicators 
allow the Board, management and 
stakeholders to compare our 
performance to our goals.
At our Capital Markets Day in 
December 2020, we introduced a 
number of new metrics including 
client satisfaction scores, digital 
share of billings, the share of revenue 
from experience, commerce and 
technology, and the proportion of 
employees in shared Campuses. 
ALIGNING PERFORMANCE MEASUREMENT WITH STRATEGY
Performance measures are selected to align to our business strategy and include a range of financial and non-financial metrics. Non-financial 
metrics are measured in a scorecard with appropriate measures set based on role and accountabilities.
STRATEGIC 
ELEMENTS
Operational
Vision  
& offer
Creativity
Data & technology
Simpler  
structure
People  
& culture
Client satisfaction score
Digital % of media billings (GroupM)
Share of revenue less pass-through 
costs from experience, 
commerce and technology
People
Proportion of women in 
senior executive positions
Employees in shared Campuses
Sustainability
Carbon emissions per person  
from owned operations
Share of electricity purchased from 
renewable sources
Financial
Like-for-like revenue less  
pass-through costs growth
Headline operating profit margin
Like-for-like revenue less pass-through 
costs growth versus competitors
Dividends
WPP ANNUAL REPORT 2020
54

STRATEGIC REPORT

 
OPERATIONAL
Our operational KPIs measure our 
strategic progress towards a new 
vision and contemporary offer to 
meet the needs of modern marketing 
and our clients’ future success. 
We have continued to develop our 
operational KPIs. Accordingly data 
is not available for all three years for 
each operational KPI. Data is shown 
for the years it is available. 
 Read more on strategic progress  
on pages 22-53
Client satisfaction score 
(out of 10) 
8.1
8.1
7.7
7.4
2020
2019
2018
Description and rationale
This measures how satisfied our clients 
are with our services, based on 59,000 
clients’ “Likelihood to Recommend” score 
out of ten. Our ability to retain satisfied 
clients is a key driver of our revenue1.  
 
Targets and performance
In a very challenging year, in which most 
of our employees worked from home, 
we achieved our highest ever satisfaction 
scores, reflecting the strength of our 
client relationships. We aim to maintain 
top-quartile performance. 
Digital % of media 
billings (GroupM) 
 
41
41
38
2020
2019
2018 – Not available
Description and rationale
Billings comprise our clients’ spend on 
media, plus our fees2. We measure the 
digital mix to ensure we are staying 
relevant to our clients, particularly as 
the digital media market now exceeds 
traditional platforms. 
Targets and performance
GroupM’s digital billing mix increased 
to 41% in 2020, compared with 38% in 
2019, driven by the rapid growth in 
demand from clients for ecommerce 
services, across both our media and 
integrated creative agencies. 
Share of revenue less 
pass-through costs from 
experience, commerce 
and technology (%)
25
25
2020 – Not yet available
2019
2018 – Not available
Description and rationale
Experience, commerce and technology 
are attractive addressable areas of the 
market where client spend is forecast to 
grow at around 10% annually between 
2021 and 2024 compared with 1% annually 
for traditional communications. 
Targets and performance
Our revenue mix in 2019 was approximately 
75% in communications and 25% in 
higher-growth areas. Our goal is to increase 
our mix in higher-growth areas from 25% to 
40% by 2025, so that we increase our share 
of the higher-growth areas of client spend. 
KEY PERFORMANCE INDICATORS
1	 Includes Kantar.
2	 For a full description see Financial Glossary 
on page 225.
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WPP ANNUAL REPORT 2020


STRATEGIC REPORT KEY PERFORMANCE INDICATORS 
PEOPLE
Every WPP workplace should be 
open, inclusive and collaborative to 
allow our people to do their best 
work. Our people KPIs assess our 
progress against these aims.  
 Read more on: 
Campuses – page 44 
Women in leadership – pages 46 and 76 
Proportion of women 
in executive leadership 
roles  
(%) 
40
40
37
36
2020
2019
2018
Description and rationale
This measures our gender diversity. 
We believe that diversity drives creativity, 
so we are working hard to improve in all 
aspects of diversity, equity and inclusion. 
We aim to achieve equal representation of 
women at the Board and all other levels. 
Targets and performance
In 2020 the proportion of women in 
executive leadership roles increased to 
40% (2019: 37%). We are committed to 
achieve parity. To support this goal, 
we are running a number of leadership 
development programmes for women.  
% of employees in 
shared Campuses1 
33
33
26
15
2020
2019
2018
Description and rationale
We have 20 world-class, shared Campus 
workplaces across the globe in low-
carbon, energy-efficient buildings. Each 
location encourages closer collaboration 
between our agencies, providing clients 
easier access to our talent and expertise. 
Targets and performance
In 2020 33% of our employees were 
located in Campuses. We expect this to 
rise to 85% of employees in 60 Campuses 
by 2025, providing an opportunity to 
reduce both our office space and our 
environmental footprint. 
SUSTAINABILITY
We aim to be a sustainable business 
and play our part in protecting the 
planet. We have made a series of 
commitments to reduce our 
environmental impact, which are 
captured in our KPIs.  
 Read more on our actions to tackle  
the climate crisis on page 81
Carbon emissions 
per person from our 
owned operations  
(tCO2e, scope 1 and 2)2
0.52
0.52
0.82
0.76
2020
2019
2018
Description and rationale
We support urgent action to tackle the 
climate crisis through the Paris Climate 
Agreement. We measure carbon emissions 
per employee, as headcount is closely 
linked to levels of business activity and 
this allows us to reflect the impact of 
acquisitions and disposals without 
needing to adjust our baseline.
Targets and performance
We are committed to achieve net zero 
emissions across our value chain by 2030 
and to achieve net zero emissions across 
our owned operations by 2025. In 2020 
carbon emissions per employee reduced 
by 37% compared with 2019. 
Share of electricity 
purchased from 
renewable sources 
(%) 
65
65
373
32
2020
2019
2018
Description and rationale
We have made good progress in reducing 
our carbon footprint, but there is more 
we can do, and we have committed to 
solely using renewable electricity to 
support our carbon reduction targets. 
 
 
Targets and performance
In 2020 we purchased 65% of our 
electricity from renewable sources 
(2019: 37%3), reflecting progress towards 
our target of 100% by 2025. We are 
currently at 100% in the United States, 
Canada, UK and most European markets. 
1	 Defined as employees and freelancers in Campuses 
divided by total employees and freelancers.
2	 These figures have been restated due to the 
integration of new best practice carbon 
emissions reporting.
3	 Figure restated as part of a data reviews upon 
joining RE100.
WPP ANNUAL REPORT 2020
56

STRATEGIC REPORT

 
FINANCIAL
Our financial targets help us 
to track the underlying health 
of the Company; compare our 
performance to competitors; 
set financial guidance for 
investors; and establish our 
remuneration targets.  
 Read more on our financial  
performance on pages 58-65
Headline operating 
profit margin 
(%)
12.9
12.9
14.4
15.2
2020
2019
2018
Description and rationale
This is a key indicator of our profitability. 
It comprises profit on trading activities, 
excluding certain one-off or exceptional 
items3. These items are excluded because 
their size and nature mask the true 
underlying performance year-on-year.
Targets and performance
In 2020 the headline operating margin 
declined 150 basis points as cost savings 
offset most of the revenue decline. We 
expect the margin to recover to 13.5-14.0% 
in 2021 and 15.5-16.0% in 2023, due to cost 
savings and revenue recovery. 
Like-for-like (LFL) 
revenue less pass-
through costs growth 
(%)
-8.2
-8.2
-1.6
-0.2
2020
2019
2018
Description and rationale
This is the main measure of our strategic 
goal to return WPP to growth. Like-for-like 
revenue growth excludes the impact of 
currency and acquisitions. Pass-through 
costs comprise fees paid to external 
suppliers when they are engaged to 
perform part or all of a specific project 
and are charged directly to clients.
Targets and performance
In 2020 revenue less pass-through costs 
declined 8.2% as clients reduced 
spending due to the pandemic. Our 
targets are mid-single-digits % growth in 
2021, recovery to 2019 levels by 2022 and 
3-4%1 annual growth from 2023 onwards.
Organic revenue 
growth versus 
competitors2 
(%)
+0.9
0.9
-1.1
-3.1
Q4 2020
Q4 2019
Q4 2018
Description and rationale
This measures our growth relative to our 
main competitors. It compares organic 
revenue growth for WPP against the 
average of our global marketing services 
peers – Dentsu, Havas, IPG, Omnicom, 
and Publicis. 
Targets and performance
In Q4 2020, WPP’s growth rate was 
0.9 percentage points faster than the 
average of our main peers. Going forward 
we aim to grow at a faster rate than the 
industry average. 
 
Dividends per share 
(pence)
24.0
24.0
22.7
60.0
2020
2019
2018
Description and rationale
Dividends are a key element of our returns 
to shareholders. They are an annual share 
of our profits and cash flow.
 
 
Targets and performance
In 2020 the Board paid an interim 
dividend of 10p and has proposed a final 
dividend of 14p, which is subject to 
shareholder approval. Starting from 2020 
the Board aims to grow the dividend 
annually and to pay out approximately 
40% of headline earnings per share.
KEY PERFORMANCE INDICATORS
1	 Includes 0.5-1.0pt annually of M&A contributions. 
2	 Organic revenue growth is defined as like-for-like 
revenue less pass-through costs growth. This chart 
shows year-end data.
3	 For a full description see Financial Glossary on 
page 225.
57
WPP ANNUAL REPORT 2020


STRATEGIC REPORT 
CHIEF FINANCIAL  
OFFICER’S STATEMENT 
FIRST IMPRESSIONS
When I started at WPP in January 2020, 
I could not have envisaged spending my 
first year in front of a monitor, getting to 
know my colleagues over a range of 
video-conferencing tools. But the reaction 
to an unprecedented global shock tells you 
a lot about an organisation and its people, 
and I have been constantly impressed by 
the collective and individual professionalism, 
commitment and resilience I have witnessed, 
combined with the speed and agility of 
response in those very difficult few weeks 
when visibility was at its lowest. I am truly 
thankful to my new colleagues for their 
dedication.
When I am asked what most attracted me to 
WPP, the answer is very simple – opportunity. 
I believe the services we offer are more 
important to our clients than ever before, 
as every industry is disrupted and the 
marketing ecosystem becomes more 
fragmented and complex. In addition, 
we have the potential to be much more 
than the sum of our parts: first, in the way we 
bring the full power and range of expertise 
across WPP to our clients in a more simple 
and effective manner; and second, in the 
way we run our own business, as we simplify 
and standardise our operations, and reinvest 
for future growth.
ACHIEVEMENTS OF 2020
In such a challenging year it is especially 
important to reflect on what we did well. 
First and foremost, we moved at high speed 
to preserve the business. We took a number 
of rapid measures to improve our liquidity, 
including very tight control of working 
capital, the suspension of our share buyback 
and 2019 final dividend, and the issuing of 
two new bonds. We also worked hard to 
liberate “trapped” cash in a number of our 
subsidiaries. As a result, we were able to 
maintain a very strong balance sheet  
through a period of extreme uncertainty,  
and we have also retained a number of 
practices (particularly with regard to 
working capital) which can enhance our 
financial position further.
We also reduced cost in a highly effective 
manner: a £1,085 million reduction in revenue 
less pass-through costs translated into a 
£300 million reduction in headline operating 
profit, thanks to our cost control. Margins 
were much more robust than in the previous 
downturn in 2008/9 and, unlike in previous 
cycles, we were able to cut cost without 
cutting into the core of the business. 
Although there were inevitably some 
headcount reductions, we kept these to 
a minimum and are consequently well set 
to best serve our clients as the market 
recovers in 2021.
“WE WERE ABLE TO 
MAINTAIN A VERY 
STRONG BALANCE 
SHEET THROUGH A 
PERIOD OF EXTREME 
UNCERTAINTY.”
	 John Rogers 
	 Chief Financial Officer
Having simplified our business and reduced debt, 
we are well positioned to support our clients in 
achieving their growth aspirations.
WPP ANNUAL REPORT 2020
58

STRATEGIC REPORT

Of the total savings target, we anticipate 
reinvesting around two-thirds into talent, 
technology and incentives to drive 
future growth.
INFORMED DECISION-MAKING
One of the significant benefits of the 
transformation described above is that it 
will improve the quality and speed of financial 
and other management information available 
to the business. This will empower finance 
to shift its centre of gravity away from highly 
detailed but ultimately backward-looking 
financial reporting to more commercial and 
real-time decision support: how best to bid 
for business, how to allocate resource across 
teams, and how to measure account and 
project profitability, for example. It will 
also facilitate automated, rolling forecast 
updates with less need for the regular, 
labour-intensive reviews that we 
undertake today.
Finally, we built a robust corporate plan 
across the organisation, with a clear focus 
on growth, underpinned by efficiency and 
reinvestment, and with clear commitments 
and targets across the agencies. This forms 
the foundation of the medium-term guidance 
we have provided to our shareholders.
FINANCE PRIORITIES
CONTROL ENVIRONMENT
In such a large organisation as WPP, the 
need for a rigorous control environment is 
particularly important. Throughout 2020 the 
Company continued to improve and enhance 
controls across the business supported by 
the Risk and Controls Group that was created 
early in the year and is committed to the 
remediation of the material weaknesses 
reported as of 31 December 2020.
As the transformation programme continues 
our governance structures allow us to evolve 
and strengthen the control environment to 
match our strategic goals. 
TRANSFORMATION
WPP has a very material opportunity to 
unlock efficiency savings, creating a more 
effective operating platform for our 
agencies, transforming the way we do 
business and reinvesting the savings for 
growth. We aim to achieve annual gross 
savings of around £600 million by 2025 by 
simplifying our operating model, generating 
efficiencies in procurement and real estate, 
and through improving the effectiveness of 
our support functions and shared services. 
The responsibility for delivering the savings 
from this transformation sits across the 
organisation, and one of my first priorities 
is building a team that has the skills and 
experience to deliver such a large and 
complex transformation programme.
“WPP HAS A VERY 
MATERIAL OPPORTUNITY 
TO UNLOCK EFFICIENCY 
SAVINGS.”
CHIEF FINANCIAL OFFICER’S STATEMENT
59
WPP ANNUAL REPORT 2020


STRATEGIC REPORT CHIEF FINANCIAL OFFICER’S STATEMENT
Excess capital and leverage target: 
we restarted the buyback, funded by the 
proceeds of the Kantar transaction, in March 
2021. We expect to generate and return 
ongoing excess capital in future years, 
subject to our leverage target of 1.5-1.75x 
average net debt/EBITDA. 
The Company is in a robust financial position 
with good liquidity, supported by strong free 
cash flow generation; and has a very material 
opportunity to unlock efficiency savings.
John Rogers  
Chief Financial Officer
29 April 2021
CAPITAL ALLOCATION
The discipline with which companies 
allocate capital is a key determinant of 
growth and sustained financial returns. 
Finance plays a crucial role in this process, 
both in helping to set the overall framework 
and in the assessment of each project. 
As we set out in December 2020, the four 
elements of our capital allocation strategy 
are as follows:
Capital expenditure: we will continue to 
invest in our technology infrastructure and 
Campuses, building platforms for our people 
and our clients, and supporting reduced 
property costs and standardised systems. 
Capex will rise to £450-500 million in 2021 
and 2022, reflecting the peak of Campus and 
IT investments and in part the postponement 
of some 2020 spend. After 2022, we expect 
capex to return to a more normalised range 
of £300-350 million per annum.
Dividend: our goal is to pay a dividend that 
is growing and sustainable, reflecting the 
strong cash generation of the business 
while allowing for sufficient reinvestment 
for growth. Starting from the current year, 
we intend to grow the dividend annually and 
to pay out approximately 40% of headline 
earnings per share. The full-year dividend 
of 24.0p for 2020 is approximately 40% of 
our 59.9p headline diluted EPS.
M&A: acquisitions have always been an 
important engine for growth for WPP, 
enhancing organic growth and introducing 
future talent. We intend to pursue a focused 
M&A strategy, building out our capabilities 
in key growth areas, such as marketing 
technology and ecommerce, and 
concentrating on a few targets with critical 
mass which are scalable across WPP’s 
offering to our clients. We expect to spend 
£200-400 million a year on acquisitions. 
The two deals announced since year-end, 
DTI in Brazil and NN4M in the UK, are exactly 
aligned to this approach.
“STARTING FROM THE 
CURRENT YEAR, WE 
INTEND TO GROW THE 
DIVIDEND ANNUALLY.”
WPP ANNUAL REPORT 2020
60


STRATEGIC REPORT
FINANCIAL  
REVIEW
REVIEW OF RESULTS
The financial results for 2020 are based on 
the Group’s continuing operations and the 
results of Kantar are presented separately 
as discontinued operations. 
Reported billings were £46.9 billion, down 
11.6%, and down 9.6% like-for-like.
Reported revenue from continuing 
operations was down 9.3% at £12.0 billion. 
Revenue on a constant currency basis was 
down 8.1% compared with last year. Net 
changes from acquisitions and disposals 
had a negative impact of 0.8% on growth, 
leading to a like-for-like performance, 
excluding the impact of currency and 
acquisitions, of -7.3%.
Reported revenue less pass-through 
costs was down 10.0%, and down 8.8% 
on a constant currency basis. Excluding 
the impact of acquisitions and disposals, 
like-for-like growth was -8.2%. In the 
fourth quarter, like-for-like revenue less 
pass-through costs was down 6.5%, 
reflecting a sequential recovery from Q3 
as client spend showed some resilience 
in response to renewed lockdowns.
OPERATING PROFITABILITY
Reported loss before tax was £2.8 billion, 
compared to a profit of £1.2 billion in 2019, 
reflecting principally the £3.1 billion of 
impairment charges and investment 
write-downs and £313 million of restructuring 
and transformation costs. 
Reported loss after tax was £2.9 billion 
compared to a profit in 2019 of £939 million.
Headline EBITDA (including IFRS 16 
depreciation) for 2020 was down 19.1% to 
£1.5 billion, compared to £1.8 billion the 
previous year, and down 17.7% in constant 
currency. Headline operating profit was 
down 19.2% to £1.3 billion, and down 17.2% 
like-for-like. The sharp decline in profitability 
year-on-year reflects the sudden and 
significant impact of Covid-19 on revenue 
less pass-through costs.
Headline operating margin1 was down 150 
basis points to 12.9%, and down 140 basis 
points like-for-like. Operating costs were 
down 8.8%, with a year-on-year saving of 
£810 million excluding severance. The main 
areas of cost reduction were in travel and 
discretionary expenditure (down 59.5%), 
property costs (down 5.1%) and staff costs 
(down 7.9%). Over the course of the year, we 
offset 74.7% of the decline in revenue less 
pass-through costs with cost saving actions. 
In the second half, this figure was 92.4%.
The Group’s headline operating margin is 
after charging £68 million of severance costs, 
compared with £43 million in 2019 and 
£185 million of incentive2 payments, 
compared to £294 million in 2019. 
On a like-for-like basis, the average number 
of people in the Group in 2020 was 102,822 
compared to 106,185 in 2019. On the same 
basis, the total number of people at 
31 December 2020 was 99,830 compared 
to 106,478 at 31 December 2019. 
IMPAIRMENTS
Impairments of £3.1 billion (including 
£2.8 billion of goodwill impairments and 
£0.3 billion of investment and other 
write‑downs) were recognised in 2020. 
The goodwill impairments relate to historical 
acquisitions whose carrying values have 
been reassessed in light of the impact of 
Covid-19. The impairments are driven by a 
combination of higher discount rates used 
to value future cash flows, a lower profit 
base in 2020 and lower industry growth 
rates. The majority of the impairments relate 
to businesses acquired as part of the Y&R 
acquisition in 2000. 
Notes
1	 Headline operating profit (excluding income from associates) 
as a percentage of revenue less pass-through costs. 
2	 Short- and long-term incentives and the cost of 
share‑based incentives.
This Strategic Report should be read in conjunction with pages 108-155 and pages 216-224. The Group’s key performance indicators are discussed on pages 54-57.
This Strategic Report includes figures and ratios that are not readily available from the Financial Statements. Management believes that these non-GAAP measures, including constant 
currency and like-for-like growth, and headline profit measures, are both useful and necessary to better understand the Group’s results. Where required, details of how these have been 
arrived at are shown on pages 212 and 213 and are defined in the Financial Glossary on pages 225 and 226.
2019 figures have been restated as described in the Financial Statements on pages 158 and 159.
Note
1	 Free cash flow conversion is the ratio of free cash flow to headline earnings. Free cash flow is after earnouts and changes in working capital and before new acquisition spend, 
disposals and shareholder distributions. Free cash flow conversion represents total continuing and discontinued operations.
FINANCIAL HIGHLIGHTS (2020)
-8.2%
Like-for-like revenue less 
pass-through costs growth 
(2019: -1.6%)
12.9%
Headline operating margin
(2019: 14.4%)
173.8%
Free cash flow conversion1
(2019: 89.3%)
£12.0bn
Revenue from continuing 
operations
(2019: £13.2bn)
61
WPP ANNUAL REPORT 2020

REVENUE LESS PASS-THROUGH COSTS GROWTH VERSUS 2019
%
-8.2
-0.6
-10.0
-1.2
Reported
Like-for-like
Acquisitions
FX 

 
STRATEGIC REPORT FINANCIAL REVIEW 
INTEREST AND TAXES
Net finance costs (excluding the revaluation 
of financial instruments) were £229 million, a 
decrease of £31 million year-on-year, primarily 
as a result of lower average net debt. 
The headline tax rate (excluding associate 
income) was 23.5% (2019: 23.0%). The 
reported tax charge was £129 million (2019: 
£275 million). Given the Group’s geographic 
mix of profits and the changing international 
tax environment, the tax rate is expected to 
increase slightly over the next few years. 
EARNINGS AND DIVIDENDS
Headline profit before tax was down 23.6% 
to £1.0 billion, and down 24.6% like-for-like.
Losses attributable to shareholders were 
£3.0 billion, again reflecting principally the 
£3.1 billion of impairments and £477 million 
of other net exceptional losses.
Headline diluted earnings per share from 
continuing operations fell by 23.3% to 59.9p 
and was down 3.8% like-for-like. Reported 
diluted loss per share, on the same basis, 
was 243.2p, compared to earnings per share 
of 68.2p in the prior period. 
The Board is proposing a final dividend for 
2020 of 14.0p per share, which together with 
the interim dividend paid in November 2020 
gives a full-year dividend of 24.0p per share. 
The record date for the final dividend is 
11 June 2021, and the dividend will be 
payable on 9 July 2021.
REGIONAL REVIEW
North America like-for-like revenue less 
pass-through costs was down 5.7% in the 
final quarter. The United States continued 
its trend of relative resilience compared to 
other markets, with VMLY&R and BCW both 
growing in the fourth quarter. This was offset 
by GroupM, which saw a slight deterioration 
compared to the third quarter. Canada 
finished the year strongly, on the back of 
new business wins. On a full-year basis, 
like-for-like revenue less pass-through costs 
in North America was -5.8%.
United Kingdom like-for-like revenue less 
pass-through costs was down 7.4% in the 
final quarter, a slight deterioration on the 
third quarter. AKQA and BCW were the 
best performers in the fourth quarter, both 
growing year-on-year. The lockdown in 
the UK limited the recovery in the larger 
integrated agencies. On a full-year basis, 
like-for-like revenue less pass-through 
costs was -10.5%.
The goodwill impairment charge recognised 
for the year ended 31 December 2020 
includes £2.8 billion related to the six-month 
period ended 30 June 2020. This figure is 
£0.3 billion higher than the £2.5 billion 
reported in our 30 June 2020 interim financial 
statements as a result of an adjustment to 
appropriately reflect the working capital 
cash flow assumptions in the impairment 
model. This has been fully reflected in the 
consolidated financial statements for the 
year ended 31 December 2020, and the 
amount will be reflected in our future filings, 
including in the comparatives within the 
30 June 2021 financial statements. A full 
analysis is provided on page 223.
EXCEPTIONAL ITEMS
In addition to the impairments outlined 
above, the Group incurred a net exceptional 
loss of £477 million in 2020. This comprises 
the Group’s share of associate company 
exceptional losses (£146 million), 
restructuring and transformation costs 
(£313 million) and other net exceptional 
losses (£18 million). Restructuring and 
transformation costs mainly comprise 
severance and property-related costs arising 
from the continuing structural review of 
parts of the Group’s operations and our 
response to the Covid-19 situation. This 
compares with a net exceptional loss in 
2019 of £136 million.
WPP ANNUAL REPORT 2020
62

REVENUE LESS PASS-THROUGH COSTS GROWTH BY REGION VERSUS 2019 
%
-14.8
-7.2
-11.2
-7.2
-10.0
Asia Paciﬁc, Latin America, Africa & 
Middle East and Central & Eastern Europe 
North America
United Kingdom
Western Continental Europe 
Total
STRATEGIC REPORT
FINANCIAL REVIEW
 
Western Continental Europe like-for-like 
revenue less pass-through costs was down 
3.9% in the final quarter, an improvement on 
the third quarter performance. The recovery 
was led by Germany, the Netherlands, 
Denmark and Sweden. France, Spain and 
Italy continued to experience Covid-related 
headwinds. On a full-year basis, like-for-like 
revenue less pass-through costs was -8.1%.
In Asia Pacific, Latin America, Africa & 
Middle East and Central & Eastern Europe, 
like-for-like revenue less pass-through costs 
was down 8.8% in the final quarter, the best 
quarter-on-quarter improvement of all the 
regions. The sequential improvement from 
the third quarter was driven by Asia Pacific 
and Latin America, with performance in the 
other regions slightly deteriorating in the 
fourth quarter. On a full-year basis, like-for-like 
revenue less pass-through costs was -10.3%. 
REVENUE ANALYSIS
£ million
2020
∆ reported
∆ LFL1 
2019 
N. America
4,465
-8.0%
-5.8%
4,855
United Kingdom
1,637
-8.9%
-7.9%
1,797
W. Cont. Europe
2,442
-7.1%
-8.1%
2,629
AP, LA, AME, CEE2
3,459
-12.5%
-8.1%
3,953
Total Group
12,003
-9.3%
-7.3%
13,234
REVENUE LESS PASS-THROUGH COSTS ANALYSIS
£ million
2020
∆ reported
∆ LFL 
2019
N. America
3,744
-7.2%
-5.8%
4,034
United Kingdom
1,234
-11.2%
-10.5%
1,390
W. Cont. Europe
2,019
-7.2%
-8.1%
2,177
AP, LA, AME, CEE 
2,765
-14.8%
-10.3%
3,246
Total Group
9,762
-10.0%
-8.2%
10,847
HEADLINE OPERATING PROFIT ANALYSIS
£ million
2020
% margin*
2019
% margin*
N. America
612
16.3%
662
16.4%
United Kingdom 
138
11.2%
189
13.6%
W. Cont. Europe
199
9.8%
261
12.0%
AP, LA, AME, CEE 
312
11.3%
449
13.8%
Total Group
1,261
12.9%
1,561
14.4%
*	 Headline operating profit as a percentage of revenue less pass-through costs.
Notes
1	 Like-for-like growth at constant currency exchange rates and excluding the effects of acquisitions and disposals.
2	 Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe.
63
WPP ANNUAL REPORT 2020

REVENUE LESS PASS-THROUGH COSTS BY BUSINESS VERSUS 2019
%
-10.0
-9.7
-4.9
-13.7
Total
Global Integrated Agencies
Public Relations
Specialist Agencies 

 
STRATEGIC REPORT FINANCIAL REVIEW 
REVENUE ANALYSIS
£ million
2020
∆ reported
∆ LFL1 
2019
Global Integrated Agencies
9,303
-8.8%
-6.1%
10,205
Public Relations
893
-6.6%
-5.8%
957
Specialist Agencies
1,807
-12.8%
-13.3%
2,072
Total Group
12,003
-9.3%
-7.3%
13,234
REVENUE LESS PASS-THROUGH COSTS ANALYSIS
£ million
2020
∆ reported
∆ LFL 
2019
Global Integrated Agencies
7,319
-9.7%
-7.9%
8,108
Public Relations
854
-4.9%
-4.0%
898
Specialist Agencies
1,589
-13.7%
-11.5%
1,841
Total Group
9,762
-10.0%
-8.2%
10,847
HEADLINE OPERATING PROFIT ANALYSIS
£ million
2020
% margin*
2019
% margin*
Global Integrated Agencies
968
13.2%
1,219
15.0%
Public Relations
141
16.5%
141
15.7%
Specialist Agencies
152
9.5%
201
10.9%
Total Group
1,261
12.9%
1,561
14.4%
*	 Headline operating profit as a percentage of revenue less pass-through costs.
Note
1	 Like-for-like growth at constant currency exchange rates and excluding the effects of acquisitions and disposals.
BUSINESS SECTOR REVIEW
Global Integrated Agencies like-for-like 
revenue less pass-through costs was down 
6.3% in the final quarter, a small improvement 
on the third quarter performance. VMLY&R 
was the best performing integrated agency, 
returning to growth in the fourth quarter 
and demonstrating its improving business 
momentum since the merger. GroupM 
like-for-like revenue less pass-through costs 
was down 4.1% in the fourth quarter, similar 
to the third quarter. Of the other agencies, 
Wunderman Thompson improved slightly 
quarter-on-quarter, while trends at Ogilvy 
and Grey marginally deteriorated. From 2021, 
AKQA and Grey will come together within 
the AKQA Group, and Geometry will be 
incorporated within VMLY&R. For the full 
year, like-for-like revenue less pass-through 
costs for the segment was -7.9%.
Public Relations like-for-like revenue less 
pass-through costs was -4.1% in the final 
quarter. The trend at BCW, our largest 
agency within Public Relations, continued to 
improve, but H+K Strategies and Specialist 
PR were weaker in the fourth quarter as a 
result of a strong comparative period. In July, 
we announced the merger of Finsbury, 
Glover Park and Hering Schuppener to form 
Finsbury Glover Hering, to create a leading 
global strategic communications and public 
affairs business. Since the transaction, the 
business has achieved strong traction both 
with clients and in attracting new talent. 
For the full year, like-for-like revenue less 
pass-through costs for the segment was -4.0%.
WPP ANNUAL REPORT 2020
64

NET DEBT
£ million
2016
2017
2018
2019
2020
4,131
4,483
4,017
696
1,540
 For more information on our 
strategy see pages 22-53
STRATEGIC REPORT
FINANCIAL REVIEW
 
Specialist Agencies like-for-like revenue less 
pass-through costs was down 8.6% in the final 
quarter. All of our main agencies improved 
performance over the third quarter, with 
AKQA, Superunion and Landor & Fitch showing 
the biggest sequential improvements. For the 
full year, like-for-like revenue less pass‑through 
costs for the segment was -11.5%.
CASH FLOW HIGHLIGHTS
In 2020, net cash inflow was £1.0 billion, 
compared to £2.5 billion in 2019. The main 
drivers of the cash flow performance 
year-on-year were the lower operating profit 
as a result of the impact of the pandemic, 
lower net disposal proceeds, and the share 
buybacks, offset by the very strong working 
capital performance and a reduction in 
the dividend. 
Free cash flow conversion1 in 2020 was 
173.8% (2019: 89.3%).
BALANCE SHEET HIGHLIGHTS
As at 31 December 2020 we had cash and 
cash equivalents of £4.3 billion and total 
liquidity, including undrawn credit facilities, 
of £6.4 billion. Average net debt in 2020 
was £2.3 billion, compared to £4.4 billion 
in the prior period, at 2020 exchange rates. 
On 31 December 2020 net debt was 
£0.7 billion, against £1.5 billion on 31 December 
2019, a reduction of £1.0 billion at 2020 
exchange rates. The reduced net debt figure 
year-on-year mainly reflects the benefit of the 
improved working capital performance and the 
reduced outflow from dividend payments. 
In May 2020, we issued bonds of €750 million 
and £250 million. Our bond portfolio at 
31 December 2020 had an average maturity 
of 7.4 years, with no maturities until 2022.
The average net debt to EBITDA ratio in the 
12 months to 31 December 2020 is 1.57x, 
which excludes the impact of IFRS 16. This is 
within our target range of 1.5-1.75x average 
net debt to EBITDA.
OUTLOOK
As the global economy starts to recover 
from Covid-19, having simplified our business 
and reduced debt, WPP is well positioned to 
support our clients in achieving their growth 
aspirations.
We reiterate our guidance for 2021:
	– Organic growth (defined as like-for-like 
revenue less pass-through costs growth) 
of mid-single-digits percentage, returning 
to growth in Q2 2021;
	– Headline operating margin in the range 
of 13.5-14.0%;
	– Capex £450-500 million.
In addition, our current projections for 
foreign exchange movements imply around 
a five percentage point drag to reported 
revenue less pass-through costs from the 
strength of sterling year-on-year. We also 
anticipate a net working capital outflow for 
2021 of £200-£300 million, reflecting some 
normalisation from the very strong position 
at the end of 2020.
MEDIUM-TERM GUIDANCE
At our Capital Markets Day in December 
2020, we set out our new medium-term 
financial targets that will allow us to invest in 
talent, incentives and technology, improve 
our competitive position and deliver 
sustainable long-term growth. These are:
	– Recovery to 2019 revenue less pass-through 
costs levels by 2022;
	– 3-4% annual growth in revenue less 
pass-through costs from 2023, including 
M&A benefit of 0.5-1.0% annually;
	– 15.5-16.0% headline operating margin 
in 2023;
	– Dividend: intention to grow annually with 
a pay-out ratio around 40% of headline 
diluted EPS;
	– Average net debt/EBITDA maintained in 
the range 1.5-1.75x.
Note
1	 Free cash flow conversion is the ratio of free cash flow to 
headline earnings. Free cash flow is after earnouts and 
changes in working capital and before new acquisition spend, 
disposals and shareholder distributions.
65
WPP ANNUAL REPORT 2020

“	OUR EXPERTISE, 
CREATIVITY AND 
ABILITY TO SHIFT 
OPINION AND 
CHANGE BEHAVIOUR 
CAN HELP TO BUILD 
A MORE SUSTAINABLE 
AND EQUITABLE 
WORLD.”
	 David Henderson 
	 Global Corporate Affairs Director 

STRATEGIC REPORT
WHY SUSTAINABILITY MATTERS
Like few other years before it, 2020 revealed 
the fragility of what was our way of life. 
The pandemic forced us to understand and 
appreciate those among us who have always 
been essential workers. The capturing on film 
of the most shocking of killings compelled 
us to face the truth that racial injustice is 
pervasive and endemic. 
2020 also reassured. We have been reminded 
that necessity is the mother of invention; 
forced to work at home, we adapted fast. 
And with the resources of the global 
scientific community and the will of the 
whole world, we invented multiple ways to 
inoculate against a virus that was unknown 
before last year. 
OUR RESPONSE 
Although the human and economic toll has 
been immense, our collective response and 
ingenuity again gives us reason for hope. 
We know we have the opportunity to reset 
how we live our lives, and to create a more 
sustainable and equitable future. 
The task ahead may seem difficult, but 2020 
should give us reason to be optimistic. At WPP, 
we are working with our people, clients and 
partners to take action, shift opinion and 
change behaviour in the ways that we need 
to achieve that goal.
SUSTAINABILITY
At WPP we use the 
power of creativity 
to build better futures 
for our people, 
planet, clients and 
communities.
We know we have 
the opportunity to 
reset and to create 
a more sustainable 
and equitable future. 
WPP ANNUAL REPORT 2020
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STRATEGIC REPORT
COURAGE IS 
BEAUTIFUL
AGENCY
OGILVY LONDON & TORONTO
CLIENT
DOVE (UNILEVER)
In times of crisis, beauty isn’t how you look, 
but what you do. And during the pandemic, 
frontline workers have epitomised this 
beauty, reminding us there is no greater 
expression of yourself than the qualities 
of selflessness and bravery. 
We have all seen striking images of nurses, 
doctors and other health professionals, 
their faces bruised by protective masks 
after long, exhausting shifts caring for 
Covid-19 patients.
Dove, which has challenged conventional 
notions of beauty for the last 15 years 
through its advertising, decided to 
honour the sacrifice and courage these 
images represent. 
Ogilvy’s challenge was to create a 
campaign that was true to Dove’s brand 
purpose and deeply respectful of the 
healthcare workers shown. The team 
featured their powerful portraits in digital 
out-of-home media and films, thanking 
them directly and showing that Courage 
is Beautiful. 
Launched in North America before rolling 
out across 15 countries, the campaign was 
covered by CNN, The New York Times, 
CBS, NBC and countless other media 
outlets, touching the hearts of millions 
and celebrating the extraordinary efforts 
of frontline workers around the world. 
2bn
earned media 
impressions  
360,000
hashtag mentions on 
Twitter on the first day
SUSTAINABILITY
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WPP ANNUAL REPORT 2020

PEOPLE
PLANET
CLIENTS
COMMUNITIES
MISSION
Become the employer of  
choice for all.
Maximise our positive impact 
on the planet.
Enable our clients on their 
sustainability journeys. 
Use the power of our creativity 
and voice to create healthy and 
vibrant communities. 
DELIVERED BY
DRIVING DIVERSITY, EQUITY AND INCLUSION
Ensuring an inclusive 
working environment with 
fair representation.
Building Campuses which 
make a positive contribution 
to local communities.
Ensuring our client work is 
inclusive and accessible.
Advancing equity and inclusion 
through our work, external 
partnerships and initiatives.
ACCELERATING THE SUSTAINABLE ECONOMY
Growing sustainability skills 
and knowledge across our 
industry.
Reaching net zero across our 
value chain by 2030.
Supporting our clients 
to reduce their emissions 
and deliver their 
sustainability goals.
Working with partners, social 
enterprises and clients to drive 
sustainability.
ENSURING TRUST, FAIRNESS AND GOVERNANCE 
A culture where everyone is 
treated with dignity and 
respect.
Developing common carbon 
metrics as we move to 
integrated reporting.
Ensuring fairness and high 
privacy and data ethics 
standards in our work.
Buying responsibly and 
building a diverse supplier 
network.
METRICS
	– Proportion of women in 
senior leadership positions
	– Continued improvement of 
ethnicity data disclosure
	– Employee participation in 
listening and engagement 
programmes
	– Number of participants in 
sustainability or DE&I 
training programmes
	– Sustainability strategy 
embedded in executive 
remuneration
	– Progress towards net zero 
carbon emissions in our 
operations by 2025 (scope 1 
and 2) and in our value 
chain by 2030 (scope 3)
	– Progress towards 100% 
renewable electricity
	– Phase out single-use plastics 
in our offices by 2021
	– Roll out diversity evaluation 
scores to track progress in 
inclusive marketing
	– Rate of growth in 
sustainable and inclusive 
client briefs
	– Building common standards 
to measure carbon emissions 
in media and production
	– Investment in pro bono 
work and free media space
	– Progress towards investing 
$30 million in racial equity 
initiatives

STRATEGIC REPORT SUSTAINABILITY 
and UN Women, to provide our skills in 
creativity, communications, data and 
technology to support them as they 
support the world. 
There has never been a better time to 
seize the opportunities before us. We are 
determined to do our very best to realise 
this potential. 
We have set a new sustainability strategy 
that directs us to use the power of creativity 
to build better futures for our people, planet, 
clients and communities. It sets out the 
action we are taking to make sure we are 
the employer of choice for all people – a 
company where a sense of belonging is felt 
by everyone, and our differences are 
celebrated. And it shows how we are 
tackling the greatest environmental 
challenges we face, committing to reach 
net zero carbon emissions across our value 
chain by 2030. 
We know our clients also recognise these 
challenges and are looking for support and 
advice. That is why we are increasing our 
skills and capacity to assist them to make 
the transition to a sustainable and inclusive 
world. As an employer of 100,000 people 
in more than 100 countries, we are using 
our unique convening power and global 
partnerships to effect positive change for 
society as a whole. That is why we are 
proud to partner with the United Nations, 
especially the World Health Organization 
OUR SUSTAINABILITY STRATEGY
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STRATEGIC REPORT

SUSTAINABILITY
Our sustainability strategy is aligned to all five elements of our corporate strategy.
STRATEGIC ELEMENT
SUSTAINABILITY STRATEGY
VISION & OFFER
SUSTAINABILITY AT THE HEART OF OUR OFFER 
FOR CLIENTS
A growing number of clients are embracing 
inclusion, diversity and sustainability and looking 
to articulate the purpose of their brands. They look 
for partners who share their sustainability values 
and aspirations. Our commitment to responsible 
and sustainable business practices helps us to 
broaden and deepen these partnerships, and to 
meet the growing expectations and sustainability 
requirements in client procurement processes.
Sustainability at the 
heart of our offer for 
clients, see page 72
Transparency and 
trust, see page 86
CREATIVITY
SOCIAL INVESTMENT 
Our pro bono work can make a significant 
difference to charities and NGOs, enabling our 
partners to raise awareness and funds, recruit 
members and achieve campaign objectives.
 
Pro bono work benefits our business too, providing 
rewarding creative opportunities for our people 
that often result in award-winning campaigns that 
raise the profile of our companies. 
Investing in 
communities, 
see page 74
DIVERSE, EQUITABLE AND INCLUSIVE TEAMS 
Diversity and difference power creativity. We 
foster an inclusive culture across WPP: one that 
is equitable, tolerant and respectful of diverse 
thoughts and individual expression. We want all 
of our people to feel valued and able to fulfil their 
 
potential, regardless of background, lived 
experience, sex, gender, race and ethnicity, 
thinking style, sexual orientation, age, religion, 
disability, family status and so much more.
Employer of choice for 
all, see pages 76-78
DATA &  
TECHNOLOGY
PRIVACY AND DATA ETHICS 
Data – including consumer data – can play an 
essential role in our work for clients. Data security 
and privacy are increasingly high-profile topics for 
regulators, consumers and our clients. We have a 
 
responsibility to look after this data carefully, 
to collect data only when needed and with 
consent where required, and to store and 
transfer data securely. 
Privacy and data 
ethics, see page 88
SIMPLER  
STRUCTURE
GREENER OFFICE SPACE 
Our work to simplify our structure and consolidate 
our office space is driving a positive impact on our 
energy use and carbon footprint. We continue to 
move employees into Campuses, closing multiple 
 
smaller sites and replacing them with fewer, larger, 
more environmentally friendly buildings that offer 
modern, world-class workspaces. 
Planet, see pages 81
PEOPLE & CULTURE
SHARED VALUES ACROSS OUR BUSINESS  
AND SUPPLY CHAIN 
Strong employment policies, investment in skills, 
and inclusive working practices help us recruit, 
motivate and develop the talented people we 
need to serve our clients in all disciplines across 
our locations.
Selecting suppliers and partners who adopt 
standards consistent with our own can reduce 
costs, improve efficiency and protect our 
reputation.
Employer of choice for 
all, see pages 76-78
Supply network, see 
page 83
69
WPP ANNUAL REPORT 2020


STRATEGIC REPORT SUSTAINABILITY 
THE CHOICE
AGENCIES
CARTWRIGHT AND  
GREY NEW YORK
CLIENT
PROCTER & GAMBLE
The Choice is a film designed to move 
people to go beyond expressing feelings 
on social media and to take action.
It asks white people to use their power to 
tackle systemic racism and help fight the 
battle that Black people cannot win alone. 
The Choice was developed by Grey New 
York and Cartwright, and debuted on 
Oprah Winfrey’s townhall Where Do We 
Go From Here? in the aftermath of the 
killing of George Floyd. 
The film is the third in a series that began 
with The Talk and The Look, and which 
has reached huge mainstream audiences 
and started important conversations 
about race in America. 
The series is part of P&G’s ongoing 
anti-racism programme “Take on Race”, 
which includes anti-racism resources on 
P&G’s website and a $5 million fund to 
aid social justice organisations. 
528m
impressions in the 
first 20 days
Winner
Marketing Dive’s  
Campaign of  
the Year 
WPP ANNUAL REPORT 2020
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STRATEGIC REPORT

SUSTAINABILITY
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WPP ANNUAL REPORT 2020


STRATEGIC REPORT SUSTAINABILITY 
industry-leading strategies and the latest 
privacy-by-design technology for the 
under-16 digital media space. 
We also partnered with adtech start-up, 
Anzu, to help bring commonly accepted 
and widely applied digital advertising 
standards to fast-growing esports and 
gaming audiences.
ETHICAL DECISIONS IN OUR WORK
We have a review and referral process for 
work that may present an ethical risk, such as 
work for government clients, work relating to 
sensitive products or marketing to children. 
Before our people can accept potentially 
sensitive work, they must refer the decision 
to the most senior person in the relevant 
office and then to the most senior WPP 
executive in the country concerned, who 
will decide if further referral to a global WPP 
executive is required. This referral process 
is covered in our How We Behave online 
training, which all staff (including freelancers 
working for more than four weeks) are 
required to complete annually. 
Our companies also have copy-checking 
and clearance processes for the legal team 
to review campaigns before publication. 
These processes have strict requirements 
in highly regulated sectors such as 
pharmaceutical marketing.
Each of our agencies has a global Risk 
Committee, chaired by its respective CEO, to 
ensure that leadership has a full understanding 
of the risks across businesses and markets 
(see page 90). 
For more examples of our client work 
to address social and environmental 
issues, download our Sustainability 
Report 2020 from wpp.com/
sustainability
PUTTING SUSTAINABILITY AT THE 
HEART OF OUR OFFER FOR CLIENTS
We are working closely with clients as they 
adapt to a post-pandemic world and embrace 
purpose, diversity and sustainability to create 
a regenerative and inclusive “new normal”. 
While challenging, today’s landscape also 
offers major opportunities to create new 
markets for more inclusive and sustainable 
products and services. 
WORK WITH IMPACT 
The breadth and depth of our expertise 
means we can offer clients the latest 
technology alongside the creativity and 
sustainability expertise needed to inspire 
consumers and help shift behaviour to more 
sustainable norms.
Recognising our clients’ growing focus on 
sustainable products and practices, we 
continue to strengthen our offer to ensure 
we can provide our clients with the best 
support and the expertise they need to 
deliver against their own sustainability 
ambitions. For example, in 2020 we became 
a founding member of AdGreen – alongside 
clients and partners including Google, 
Sky and Unilever – an initiative to unite 
the advertising industry to eliminate 
the negative environmental impacts 
of production.
During the year we established a Diversity 
Review Panel to provide a forum to escalate 
concerns around potentially offensive or 
culturally insensitive work and receive 
guidance and advice designed to ensure 
those concerns are appropriately addressed. 
To train and equip our client leads for the 
complexity of this issue, our new Inclusive 
Marketing Playbook and resource library 
codifies inclusive marketing principles and 
best practice for communications, marketing 
and new business projects. In 2021 we will 
also launch our Sustainability Playbook. 
COMPLIANCE WITH MARKETING 
STANDARDS
Marketing is powerful – it can change 
attitudes and behaviour. It is critical that 
we apply high ethical standards to our work 
to ensure those changes are for the better. 
All the content we produce for clients has 
to meet rigorous standards and we will not 
undertake work which is intended or 
designed to mislead or deceive. This is 
covered in our Code of Conduct. We work 
hard to maintain high standards and strong 
compliance in areas such as ethics, human 
rights, privacy and data security.
There is growing scrutiny – from consumers 
and regulators – of the descriptions and 
labels used to promote the environmental 
credentials of products and services. We are 
working closely with our agencies to make 
sure that we are contributing to the 
discussion and to ensure that our marketing 
services promote transparency on the 
environmental attributes of products.
We require that all the work our companies 
produce for clients complies with all relevant 
legal requirements, codes of practice and 
marketing standards. There are occasional 
complaints made about campaigns we have 
worked on, and some of these are upheld 
by marketing standards authorities. Our 
agencies take action where needed to 
prevent a recurrence. 
Our agencies have policies and processes to 
mitigate against online advertising appearing 
on sites with illegal, illicit or unsuitable content. 
As part of our commitment to ensure 
children’s safety while engaging with 
content online, in 2020 WPP launched a 
partnership with SuperAwesome, the 
leading kidtech platform, to give our 
people and clients access to training, 
The work we do has the power to shift opinion 
and change behaviour, supporting our clients to 
transition to a sustainable and inclusive world.
WPP ANNUAL REPORT 2020
72

STRATEGIC REPORT
U BY KOTEX®
AGENCY
MINDSHARE NEW YORK
CLIENT
KIMBERLY-CLARK
Today’s advertisers have thousands 
of words and phrases on keyword 
exclusion lists, which tell automated 
digital advertising models not to place 
a brand’s messages alongside content 
that is inappropriate or does not align 
with their values. 
An unintended consequence is that 
important news stories and 
underrepresented communities can be 
excluded. Words like “dope” or “bomb”, 
for example, can be incorrectly flagged as 
relating to drugs or violence, even though 
they are everyday jargon in Black culture 
– meaning that content brands may want 
to support is blocked, publishers lose out 
on revenue, and Black voices are, in 
effect, censored.
To address the problem, Mindshare 
launched a Black community private 
marketplace (PMP) to financially support 
Black journalism and community voices 
– with U by Kotex®, a brand that stands 
for championing women’s progress, as 
the launch partner. The agency curated a 
list of Black publishers, content creators 
and artists for the PMP, which features 
everything from partners such as Pod 
Digital (the first Black-owned and curated 
podcast network) to a deal with Zefr that 
brings in over 150 Black YouTube creators. 
It was the second in a series of “Inclusion 
PMPs” launched by the agency to help 
underrepresented communities in 
journalism; the first was a LGBTQ PMP 
launched in February 2020.
22%
efficiency saving 
on expected cost 
per thousand  
impressions 
5%
brand awareness 
increase

SUSTAINABILITY
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WPP ANNUAL REPORT 2020

INVESTING IN COMMUNITIES
This work is mutually rewarding. While 
enabling our voluntary sector clients to raise 
money and awareness, recruit members, and 
achieve campaign objectives, pro bono work 
also provides opportunities for our people to 
work on fulfilling, impactful and sometimes 
award-winning campaigns that raise the 
profile of our companies.
During the pandemic, we worked with 
governments, commercial clients, NGOs 
and international health bodies to produce 
public awareness campaigns to help limit the 
spread and impact of Covid-19. We secured 
and delivered more than $45 million in free 
media space ($43.5m) and pro bono work 
($1.5m) to provide global and regional 
support to the World Health Organization 
(WHO) to help it reach the public with its 
vital communications promoting social 
distancing and good hygiene.
In June 2020 WPP and its agencies made a 
number of commitments to advance racial 
equity (see page 49). These included a 
commitment to use our voice to bring about 
change, and to invest $30 million over three 
years to fund inclusion programmes within 
WPP and support external organisations. 
In the second half of the year, our focus was 
on establishing a governance process to 
monitor and manage donations and ensure 
this fund has impact. We will report 
donations in 2021.
WHAT WE GAVE IN 2020 
Our pro bono work was worth £12.6 million 
(2019: £10.6 million), for clients including UN 
Women and the World Health Organization. 
We have conducted research to quantify 
this wider impact. Our most recent analysis 
shows that in 2020 our pro bono work 
created wider social benefits worth 
£108 million (2019: £92 million). This includes, 
for example, the impact of charities being 
able to improve health and wellbeing in 
communities. Adding in our charitable 
donations and free media space as well as 
our pro bono work, the wider social benefits 
created in 2020 were worth an estimated 
£649 million (2019: £291 million), a significant 
increase versus 2019 as our agencies have 
supported WHO campaigns to help fight 
the Covid-19 pandemic.
COMMON GROUND 
Good communications are essential to bring 
about the shift in attitudes and behaviour 
needed to end extreme poverty, inequality 
and climate change by 2030 through the UN 
Sustainable Development Goals. Common 
Ground is a collaboration between the 
world’s six largest advertising and marketing 
services groups and the United Nations, 
created to serve that purpose.
We work directly with the UN through our 
Common Ground initiative, partnering with 
UN Women to tackle gender inequality.
£108m
wider social benefits created by pro bono 
work in 2020
£649m
wider social benefits from pro bono work, 
charitable donations and free media space 
in 2020
We also made cash donations to charities of 
£4.3 million (2019: £5.2 million). Our pro bono 
work, combined with cash donations, resulted 
in a total social investment of £16.9 million 
(2019: £15.8 million), equivalent to 1.6% of 
headline profit before tax (2019: 1.2%1).
WPP media agencies negotiated free media 
space worth £59.3 million on behalf of pro 
bono clients (2019: £18.9 million). Our total 
social contribution, taking into account cash 
donations, pro bono work and free media 
space, was £76.2 million, a significant 
increase versus 2019 (£34.7 million).
VOLUNTEERING 
In addition to providing donations and pro 
bono services, we encourage our people to 
volunteer their time. 
In 2020, 66% of our agencies took part in 
organised volunteering activities as part of 
their support for local communities. For 
example, to mark its Foundation Day VMLY&R 
ceased normal business operations for a day 
to give nearly 7,000 employees around the 
world the opportunity to support their local 
community through virtual and in-person 
charitable volunteer projects. 
SOCIAL IMPACT 
Our support helps charities and NGOs to 
continue to grow their work in critical areas 
such as improving health and education, 
reducing inequality and protecting human 
rights. Pro bono work is often worth more 
than an equivalent cash donation as it raises 
awareness of our partners’ work while 
helping to increase donations, recruit 
members, change behaviour and achieve 
campaign goals. 
We aim to give creativity back at scale. We can help 
boost the impact of charities and non-governmental 
organisations (NGOs) by providing marketing and 
creative services, often on a pro bono basis (for little 
or no fee).
 Read our Quantifying our Impacts report and 
see more examples of our pro bono work in 
our Sustainability Report 2020.
1	 We have restated this figure using headline profit before tax 
to provide a comparable measure against 2019. Reported 
pre-tax profits have been restated as described in the 
accounting policies.

STRATEGIC REPORT SUSTAINABILITY 
WPP ANNUAL REPORT 2020
74

STRATEGIC REPORT
MANTRA
AGENCY
WUNDERMAN THOMPSON  
SÃO PAULO
CLIENT
AVON
In 2019, Brazilian soccer legend Marta Vieira 
da Silva was wearing Avon lipstick when she 
scored the goal that made her the top scorer 
in World Cup history. It was the perfect 
response to the prejudice that still exists 
towards female athletes in Brazil, sending the 
defiant message – as The New York Times 
put it – that “muscles and make-up mix just 
fine, thanks”. 
Following the success of the World Cup 
partnership with Marta, Avon wanted to 
go further and launch a complete range of 
long-lasting beauty products. So, it invited 
athletes Pâmela Rosa (world record holder 
in street skateboarding), Raissa Machado 
(Paralympic record holder in javelin), and 
Vitória Rosa (Olympic Brazilian sprinter) 
to join Marta in a campaign for the new 
Power Stay collection. 
Wunderman Thompson made a film 
demonstrating that Power Stay foundation, 
lipstick and concealer would stick with 
women all day, even while training. And to 
connect the challenges faced by female 
athletes in Brazil with the performance of 
the products, the traditional voiceover was 
replaced with a form of prayer – a mantra. 
2bn+
media impressions 77m
views
SUSTAINABILITY
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WPP ANNUAL REPORT 2020


AGE DIVERSITY
● 19 or under 0%
● 20-29 34%
● 30-39 39%
● 40-49 18%
● 50-59 7%
● 60 and over 2%
Board and Executive
2020
60% (2,302)
40% (1,506)
2019
63% (2,577)
37% (1,513)
Senior managers
2020
49% (7,901)
51% (8,298)
2019
50% (8,578)
50% (8,689)
All other employees
2020
43% (33,755)
57% (44,604)
2019
43% (36,118)
57% (47,625)
Total employees
2020
45% (43,958)
55% (54,408)
2019
45% (47,273)
55% (57,827)
GENDER DIVERSITY
● Female
● Male

 EMPLOYER OF CHOICE FOR ALL
DIVERSITY, EQUITY AND INCLUSION
Diversity and difference power creativity – 
from background, lived experience, sex, 
gender, race and ethnicity, to thinking style, 
sexual orientation, age, religion, disability, 
family status and so much more.
WPP does not tolerate harassment, 
discrimination or offensive behaviour of any 
kind. Our Code of Business Conduct sets out 
our commitment to select and promote our 
people without discrimination or concern 
for factors such as sex, gender, race and 
ethnicity, sexual orientation, age, religion, 
disability or family status. This Code applies 
to all our people. In 2020, we launched 
mandatory global inclusion and diversity 
training called Belonging, as part of our 
wider How We Behave ethics training.
Progress relies on accountability so, for the 
first time, we have included diversity, equity 
and inclusion goals in our incentive plans for 
senior executives from 2021.
 For information on our Code of Conduct and 
How We Behave training, see page 86
ETHNICITY
In July 2020, we released our United States 
Equal Employment Opportunity Commission 
(EEOC) data for 2018 and committed to 
reporting our workforce diversity data 
annually in our Sustainability Report. For our 
UK and United States data, see our 2020 
Sustainability Report. 
 For information on our commitments to 
advance racial equity, see page 49
DISABILITY
We recruit, select and promote our people 
without discrimination or concern for disability. 
Candidates are assessed objectively against 
the requirements of the job, taking account 
of any reasonable adjustments that may be 
required for candidates with a disability. For 
people who develop a disability during their 
employment, we make adjustments to their 
working environment or other employment 
arrangements wherever possible, within a 
reasonable time frame and in consultation 
with the employee.
As an inclusive business we have signed up 
to The Valuable 500, a global initiative that is 
putting disability on the boardroom agenda 
by celebrating inclusion among 500 influential 
businesses. As part of our commitment, 
we established a centre of excellence for 
inclusive design to help our clients make 
their customer experiences disability-
inclusive and accessible. 
GENDER BALANCE
Much work remains to be done, but we have 
made good progress on gender diversity. 
51% of our senior managers are women 
(2019: 50%) and the proportion of women in 
executive leadership roles increased to 40% 
(2019: 37%). At Board level, the proportion of 
women is 43%, compared with 40% in 2019. 
We aim to reach parity at all levels. We were 
ranked tenth by the Hampton-Alexander 
Review’s FTSE 100 rankings for Women 
on Boards. 
In 2019, WPP joined the 30% Club, a 
campaign group of Chairs and CEOs taking 
action to increase gender diversity on 
boards and management teams to a 
minimum of 30% female representation. 
We foster an inclusive culture across WPP: 
one that is equitable, tolerant and respectful 
of diverse thoughts and individual expression.
STRATEGIC REPORT SUSTAINABILITY
WPP ANNUAL REPORT 2020
76

2018
2019
2020
330,264 
3.1
404,381 
3.8
299,657
3.0
Days lost due to sickness
Days lost per person
DAYS LOST DUE TO SICKNESS
STRATEGIC REPORT
We remain a committed signatory of the 
Women’s Empowerment Principles, a guide 
for businesses on how to empower women in 
the workplace, marketplace and community. 
We are also a proud partner of UN Women, 
which is a significant beneficiary of our 
pro bono work. 
LGBTQ+
In June 2020 we launched WPP Unite!, 
a cross-agency LGBTQ+ community, which 
advises on policies that impact the LGBTQ+ 
talent of WPP and its agencies. This year 
we were proud to be named one of the 
Best Places to Work for LGBTQ Equality 
in the 2021 Corporate Equality Index.
HEALTH, SAFETY AND WELLBEING 
Supporting our people’s physical and mental 
health and wellbeing is good for our people 
and good for business. Our companies are 
required to have a health and safety policy 
in place. 
Our overall sickness absence rate in 2020 
was 3.0 days per employee (2019: 3.8). 
This includes non-work-related illness and 
injuries, work-related illness and injuries, and 
occupational diseases such as work-related 
stress and ergonomic injuries. There were 
no work-related fatalities in 2020.
Work-related stress is one of our main – and 
growing – health and safety hazards. In 2020, 
the challenges created by the Covid-19 
pandemic have taken their toll on our mental, 
emotional and physical wellbeing. 
Our Employee Assistance Programme is a 
24/7 service for employees and eligible 
family members that provides access to free 
confidential counselling and support, as well 
as resources on topics such as managing 
stress, dealing with loss and referrals to local 
financial or legal help. The programme now 
covers all of our people around the world. 
Though having good policies and 
procedures in place for managing mental 
health issues is important, we also need a 
working culture where people feel able to 
discuss concerns and seek support. Read 
more about how we are promoting 
employee wellbeing on page 48. 

SUSTAINABILITY
COORDINATED RESPONSE 
TO COVID-19 
To help coordinate our response to the 
Covid-19 pandemic, our Covid-19 tracker 
app records real-time case status around 
the world.
Anonymised data is entered by local offices 
and aggregated, so users can drill down by 
agency and by country to get the latest 
status on Covid-19 cases. A “World Status 
dashboard” uses data from external sources 
to provide valuable context on topics 
including national case numbers and 
policies. We also use the app to track 
country-level changes to lockdowns, 
including restrictions on retail, hospitality 
and travel. This gives us a clear picture of 
the Covid-19 response by market.
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WPP ANNUAL REPORT 2020

EMPLOYEE LISTENING AND 
ENGAGEMENT
We use formal and informal mechanisms to 
assess and improve employee engagement 
and satisfaction. 
In 2020, we launched our first all-staff survey 
across our top five markets to better 
anticipate our people’s needs and to shape 
our people strategy. This helped to form our 
2021 Listening programme, which started 
with WPP Pulse – an anonymous, quarterly 
global survey, designed to gather and act 
on unfiltered, honest feedback.
We also launched new employee listening 
channels, including: virtual townhalls with 
the WPP CEO, which reached 39,000 
participants; a series of “safe rooms” for 
open and candid discussions; and WPP TV, 
a channel for our people to share their 
creativity, expertise and insights. 
Development needs are assessed during a 
formal appraisal process. In 2020, 89% of our 
people had a formal appraisal at least once 
a year (2019: 86%), including 360-degree 
appraisals for 69% of employees (2019: 65%).
 For information on skills, training and 
development, see Growth section on page 47
The vast majority (99%) of our companies 
carry out exit interviews with leavers, which 
often provide helpful feedback on our 
culture and practices in order to best 
implement changes and target areas for 
development and continuous improvement.
To ensure our Board understands the views 
of our employees on WPP’s purpose, values 
and strategy, and to consult on key people 
issues, in 2019 we established our first People 
Forum in UK. Sponsored by our UK Country 
Manager, the Forum has representatives from 
across our UK business who gather feedback 
from their agencies to feed up to the WPP 
Board. In 2020, we held our first People 
Forum in the United States and established 
an India People Forum, which met for the 
first time in February 2021. 
LABOUR RELATIONS 
We support the rights of our people to join 
trade unions and to bargain collectively, 
although trade union membership is not 
particularly widespread in our industry. 
In 2020, around 4% of our employees were 
either members of a trade union or covered 
by a collective bargaining agreement 
(2019: 5%). We held 185 consultations with 
works councils, mainly in Europe (2019: 1,507).
We have made around 7,000 redundancies 
as a consequence of the Covid-19 pandemic 
and also as part of our transformation 
programme, as we merge and restructure 
some agencies. We consulted with our 
employees as appropriate and supported 
affected people through our employee 
assistance programmes which includes 
outplacement in appropriate cases. We have 
also created an internal talent marketplace 
to try and ensure any open roles are filled by 
employees who have the right skills before 
recruiting for those roles externally.

STRATEGIC REPORT SUSTAINABILITY
EMPLOYER OF CHOICE FOR ALL
WPP ANNUAL REPORT 2020
78

STRATEGIC REPORT
 DENTISTS  
 FOR ME
AGENCY
VMLY&R MUMBAI
CLIENT
COLGATE
When India went into lockdown to control 
the Covid-19 pandemic, people suffering 
from urgent dental problems had little or 
no access to dental care. Time was of the 
essence, so the VMLY&R team moved quickly, 
and in only three weeks launched Colgate 
Dentists for Me – India’s first online dental 
consultation platform. The platform allows 
users to connect for free to nearby dentists 
for remote consultations and oral check-ups, 
via chat messaging, audio and video calls. 
The agency led everything from initial 
insights to the platform’s design, content 
and development across web and apps. It 
also created a digital film as part of the social 
media strategy to showcase the service.
135,000
minutes of consultations 
between dentists and 
patients
50,000
unique sign-ups 
SUSTAINABILITY
79
WPP ANNUAL REPORT 2020


H&M LOOOP 
AGENCY
AKQA GOTHENBURG, 
UNIVERSAL LONDON 
CLIENT
H&M
84% of clothing ends up as landfill or 
in the incinerator. It’s time to change 
the way we see our old and worn-out 
clothes. Not as waste, but as a resource. 
The solution? Give H&M customers the 
opportunity to recycle old clothing into 
something new, with Looop, the world’s 
first in-store garment-to-garment 
recycling system.
Housed in a stunning glass box at an H&M 
store in central Stockholm, visitors select 
one of eight new, ready-to-wear designs, 
configured through the app, and watch 
as unwanted garments are fed into the 
Looop to get cleaned, shredded and 
spun into yarn without the use of water 
or chemicals. 
Opposite the machine, eight giant 
screens display the end-to-end process 
behind it. Each depicts an individual step 
as a beautifully animated loop, which 
comes to life as customers walk by. 
ASMR sound enriches each film to 
heighten the sensory experience, and 
an accompanying website brings this 
revolutionary recycling system and its 
story to a global audience.
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STRATEGIC REPORT SUSTAINABILITY 
WPP ANNUAL REPORT 2020
80

ELECTRICITY FROM RENEWABLE 
SOURCES
%
2018
2019
2020 2025
target
32
371
65
100
SCOPE 1 AND 2 (MARKET BASED) 
TONNES CO2e EMISSIONS PER PERSON
Our scope 1 and 2 market-based emissions for 2020
were 0.52tCO2e/head, a 37% reduction from 2019.
Our carbon intensity per £1 million revenue was
4.33 tCO2e, a 35% reduction since 2019.
0.5
1.0
1.5
2.0
2008 2010
2012
2014
2016
2018 2020
0.52
● Headcount intensity
STRATEGIC REPORT
 PLANET
We recognise that modern lifestyles and 
demand for goods have contributed 
significantly to the climate crisis and 
environmental degradation. WPP is a proud 
signatory to the UN Global Compact’s 
Business Ambition for 1.5°C and we aim to 
be net zero across our supply chain by 2030.
We have managed our carbon footprint 
from owned emissions (scopes 1 and 2) and 
business travel (limited scope 3) for 15 years. 
We have cut carbon emissions per employee 
by 37% and absolute market-based scope 1 
and 2 emissions by 41%, both since 2019.
During the year we carried out an assessment 
of our full value chain emissions. In 2019, 
WPP’s scope 1, 2 and 3 emissions totalled 
5.4m tCO2e. Our new goals are underpinned 
by targets that are in line with the Paris 
Climate Agreement and will be verified by 
the Science Based Targets initiative across 
our value chain (scopes 1, 2 and 3) set against 
a 2019 baseline. 
RENEWABLE ELECTRICITY1
WPP is a member of RE100 and has 
committed to sourcing 100% of its electricity 
from renewable sources by 2025. In 2020, 
we purchased 65% of our electricity from 
renewable sources (2019: 37%1), including 
100% of electricity purchased in the United 
States and, for the first time, in Canada, the 
UK and most European markets. 
TASK FORCE ON CLIMATE-RELATED 
FINANCIAL DISCLOSURES (TCFD)
We support the TCFD and are developing our 
disclosures in line with its recommendations. 
Our third statement (see pages 216-218) is 
structured around four themes: governance, 
strategy, risk management, and monitoring 
progress. It sets out how we manage 
physical and transition climate-related risks 
and opportunities. Our climate risks include 
extreme weather and climate-related natural 
disasters, and reputational risk associated 
with misrepresenting environmental claims, 
working with oil and gas companies, and 
taking on environmentally detrimental briefs. 
Our opportunities include demand for 
sustainable products and services, and 
achieving resource efficiencies through 
cutting our carbon footprint and improving 
energy efficiency.
CIRCULAR ECONOMY 
It has never been more important to transition 
to a circular economy. During the year, the 
Covid-19 pandemic increased global demand 
for single-use plastics. We remain committed 
to phasing out plastics that cannot be reused, 
recycled or composted across all of our 
offices and Campuses worldwide. To give our 
offices – many of which were unoccupied for 
much of 2020 – time to adjust to new safety 
requirements and consumption patterns, we 
have extended our timeline to December 
2021. We are applying a new level of rigour to 
how we source products to ensure they comply 
with our Circular Economy Plastics Policy. 
We support urgent action to tackle  
the climate crisis. 
PERFORMANCE SUMMARY
TARGETS AND COMMITMENTS
2030
net zero carbon emissions across 
our supply chain (scope 3)
2025
net zero carbon emissions across 
owned operations (scope 1 and 2)
100%
renewable electricity by 2025
Zero
phase out plastics that cannot be 
reused, recycled or composted 
across our offices by end of 2021
 For our carbon emissions statement,  
see page 219
1	 Figure restated as part of data reviews upon joining RE100.

SUSTAINABILITY
81
WPP ANNUAL REPORT 2020

THE GOOD 
DRUG 
TRAFFICKING
AGENCY
VMLY&R COMMERCE BOGOTÁ
CLIENT
COLIBRI FOUNDATION 
With the ongoing humanitarian crisis in 
Venezuela, VMLY&R Commerce united 
with non-profit organisations to create 
The Good Drug Trafficking – a service that 
works with former smugglers to deliver 
restricted medicines and health supplies 
from Colombia to Venezuela in a safe and 
legal way.
Donations collected in Colombia by NGOs 
were given to foundations in Venezuela, 
through a network of volunteers advised 
by former traffickers who wanted to use 
their experience for good. 
This huge campaign required the 
co‑ordination of a large team of volunteers, 
foundations and NGOs, and meant that vital 
supplies continued to reach Venezuelan 
families in the greatest need.
30
tonnes of humanitarian 
aid has crossed the 
border since 2019
Winner
Gold El Ojo 
 

STRATEGIC REPORT SUSTAINABILITY 
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82

STRATEGIC REPORT

SUSTAINABILITY
SUPPLY NETWORK
Our Group procurement team manages 
centrally negotiated contracts with preferred 
suppliers. A significant proportion of 
additional procurement is delivered through 
contracts negotiated by budget holders 
within our agencies.
In 2020, we began an extensive transformation 
programme to modernise our procurement 
ecosystem and infrastructure and optimise 
how we buy. Workstreams include expanding 
our spend analytics tool across all markets 
by the end of 2022 and standardising 
processes and systems, beginning with the 
global roll-out of our travel programme in 
the second half of 2021.
SOURCING STANDARDS
Our Supplier Code of Conduct includes 
requirements relating to labour practices 
(such as anti-harassment and discrimination, 
and health and safety), human rights 
(including modern slavery issues such as 
child, forced or bonded labour), social 
impacts (such as anti-bribery and corruption) 
as well as other sustainability issues. Our 
Code requires suppliers to apply similar 
standards to companies within their own 
supply chain, including evidencing diversity 
and social responsibility in their cultures, 
behaviours and attitudes. 
SUPPLIER SELECTION 
Our procurement policy requires that anyone 
who buys goods and services in any WPP 
agency considers sustainability risks and 
criteria to determine whether suppliers are 
fit for purpose. In 2020 we launched new 
Mindful Purchasing Guidelines which outline 
how to select suppliers and partners that 
meet our responsible sourcing standards.
As part of our supplier onboarding process, 
we evaluate potential suppliers on factors 
including assurance of diversity of workforce, 
supply, quality, service, cost, innovation and 
sustainability. In 2020 we revised our supplier 
questionnaire to include new questions on 
supplier diversity and carbon reduction.
SUPPLIER DIVERSITY
WPP is committed to including Certified 
Diverse Suppliers in its purchasing 
lifecycle, both internally and for the 
benefit of our clients.1
In 2020 we relaunched our Supplier 
Diversity Programme to support and 
encourage buying from Certified Diverse 
Suppliers. We also joined the Global Supplier 
Diversity Alliance with memberships in 
Australia, the UK and the United States, 
giving us access to global directories of 
Certified Diverse Suppliers and guiding us 
on best practice so diverse suppliers can 
win contracts and thrive in our ecosystem.
HUMAN RIGHTS 
Respect for human rights is a fundamental 
principle for WPP. We aim to prevent, 
identify and address any negative impacts 
on human rights associated with our 
business activities. 
Our human rights policy statement 
summarises our approach. It reflects 
international standards and principles, 
including the International Bill of Human 
Rights, the UN Guiding Principles on Business 
and Human Rights, the International Labour 
Organization’s Declaration on Fundamental 
Principles and Rights at Work and the 
Children’s Rights and Business Principles.
We are a member of the United Nations 
Global Compact and report progress 
against its ten principles annually. 
Our most direct impact on human rights 
is as a major employer. We recognise the 
rights of our people, including those relating 
to freedom of association and collective 
bargaining, and we do not tolerate harassment 
or any form of forced, compulsory or child 
labour. Human rights are included in the 
ethics training completed by all employees, 
which we updated in 2020. 
We work with clients to manage any human 
rights risks from marketing campaigns, for 
example by protecting children’s rights in 
relation to marketing. WPP companies will 
not undertake work designed to mislead 
on human rights issues. 
MODERN SLAVERY
We do not tolerate any form of modern 
slavery in our business or supply chain. 
WPP recognises the prevalence of modern 
slavery across all countries. We aim to 
implement appropriate measures to mitigate 
the risk of it occurring, either in our own 
operations or those of our partners. In 2020, 
we trained more than 100 members of our 
HR community on modern slavery risks and 
how to mitigate against these by following 
our responsible recruitment and mindful 
purchasing processes.
As part of our due diligence process, our 
supplier questionnaires include an assessment 
of modern slavery risk. Our Global Supplier 
Agreement includes a specific clause relating 
to modern slavery.
WPP is committed to creating an inclusive, 
sustainable, ethical and diverse supplier network 
of business-enabling vendors. 
To learn more about our Supplier Code of Conduct, 
Human Rights Policy, and Modern Slavery Act 
Transparency Statement, see:
	 wpp.com/sustainability/ 
policies-and-resources
1	 Certified Diverse Suppliers are defined as minority-owned, 
women-owned, veteran-owned, LGBT-owned, service 
disabled veteran-owned, historically underutilised businesses 
and small businesses.
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WPP ANNUAL REPORT 2020

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STRATEGIC REPORT SUSTAINABILITY 
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84

STRATEGIC REPORT
EARTH SPEAKR: 
IT’S TIME TO 
START 
LISTENING
AGENCY
AKQA COPENHAGEN
CLIENT
STUDIO OLAFUR ELIASSON
Earth Speakr is an interactive, augmented 
reality artwork, developed by contemporary 
artist Olafur Eliasson in collaboration with 
AKQA. It amplifies children’s views on the 
future wellbeing of the planet, by inviting 
adults and today’s decision-makers, 
change-agents and global leaders to listen 
to what young people have to say.
Earth Speakr uses augmented reality to 
blend children’s faces with objects or 
materials in their surroundings – or even 
the planet itself – as they literally speak up 
on behalf of the environment. Adults are 
invited to participate by listening to the 
messages and creating augmented reality 
“Loud Speakrs” to amplify the powerful 
messages kids have to share. 
Earth Speakr was funded by the German 
Federal Foreign Office on the occasion 
of the German Presidency of the Council 
of the European Union 2020 and realised 
in cooperation with the Goethe-Institut. 
It is available in the 24 official languages 
of the European Union and can be 
accessed worldwide.
2.5m
messages listened to
450,000
app downloads
SUSTAINABILITY
85
WPP ANNUAL REPORT 2020



STRATEGIC REPORT SUSTAINABILITY
TRANSPARENCY AND TRUST
We set clear standards, policies and 
procedures to ensure high levels of 
transparency and trust throughout 
our business.
OUR CODE OF CONDUCT
Our policy framework and training set clear 
ethical standards for our people and agencies.
The WPP Code of Business Conduct 
applies to everyone at WPP. It sets out our 
responsibilities to our people, partners 
and shareholders to act ethically and 
with integrity. 
It is underpinned by more detailed policies 
on topics including anti-bribery and 
corruption, hospitality and gifts, facilitation 
payments, the use of third-party advisors, 
human rights and sustainability. 
We want to embed a culture of integrity 
and transparency in which our people 
recognise that doing the right thing is 
good business.
We require our people to take our online 
ethics training, How We Behave, on joining 
and then on a regular basis, including after 
each update (at least every two to three 
years). Topics include diversity, human rights, 
conflicts of interest and avoiding misleading 
work. In 2020, How We Behave was refreshed 
to include new modules on sustainability 
and business integrity. More than 95,000 
employees completed the training. 
Our online training on anti-bribery and 
corruption covers the requirements of the 
Foreign Corrupt Practices Act and UK Bribery 
Act, including issues such as hospitality and 
gifts, facilitation payments and the use of 
third-party advisors.
Part of WPP’s Code of Conduct is making 
sure that our people have the confidence 
to speak up and raise concerns through 
various channels without fear of retaliation. 
Our approach is described under 
Whistleblowing on page 92.
MANAGEMENT AND COMPLIANCE
Our Group Chief Counsel oversees our 
approach to ethics and compliance. Senior 
managers in all our agencies and our 
business and supplier partners are asked to 
sign a copy of the WPP Code of Business 
Conduct each year to confirm they will 
comply with its principles. Our Board-level 
Sustainability Committee and Executive 
Committee sustainability working group 
provide additional oversight and guidance 
on any ethical issues that may arise. 
Our people can report concerns or suspected 
cases of misconduct confidentially (and, if 
they wish, anonymously) through our 
independently managed Right to Speak 
facility, which is overseen by our legal and 
business integrity teams and is available via 
phone or email in local languages. We 
publicise the facility in induction packs, on 
our intranet and external website, in offices, 
in the WPP Policy Book and via our ethics 
training. Our people can also speak directly 
to our business integrity team who receive 
a number of reports through emails, calls, 
texts and in person appointments.
In 2020, we received 418 Right to Speak 
reports (2019: 361), all of which were 
followed up, investigated where appropriate 
by our legal and business integrity teams, 
and reported to the Audit Committee 
(see page 128).
ASSOCIATES, AFFILIATES AND 
ACQUISITIONS
We expect associate companies (those in 
which we hold a minority stake) and affiliate 
companies (preferred partners to whom 
we may refer business) to adopt ethical 
standards that are consistent with our own.
Our due diligence process for acquisitions 
and expansion into new markets includes 
a review of ethical risks including those 
relating to bribery and corruption, human 
rights or ethical issues associated with 
client work. 
We identify any specific human rights risks 
associated with different countries of 
operation, using sources such as the 
Transparency International Corruption Index, 
Human Rights Watch country reports and 
government guidance.
Acquired businesses must adopt our 
policies and their people must undertake 
our ethics training within a month of joining 
WPP. This is agreed in an integration plan 
before the acquisition is finalised, and we 
monitor progress.
INSTITUTE OF BUSINESS ETHICS
WPP is a member of the Institute of Business 
Ethics (IBE) and considers it an important 
partner and support for the approach that 
the Company takes to business integrity, 
sustainability and ethics. As set out more 
fully in Risk Governance Framework and 
Business Integrity Programme on page 90, 
we want to champion and facilitate a culture 
where our people feel that acting with 
honesty and integrity is an expected metric 
for success and this is also the IBE’s ethos. 
The IBE shares knowledge and good practice 
as well as advice on the development and 
embedding of relevant policies through 
networking events, regular publications and 
training sessions, research and benchmarking 
reports. The IBE is a registered charity funded 
by corporate and individual donations.
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86

STRATEGIC REPORT

 PUBLIC POLICY
We believe that business can make a valuable 
contribution to public policy debate. To 
protect the public interest, it is important 
to conduct all lobbying with integrity 
and transparency. 
Most of our public policy activity is work 
that our public affairs businesses carry out 
for clients, including direct lobbying of 
public officials and influencing public 
opinion. On occasion, we also advocate 
on issues that affect our business.
Our public affairs companies include BCW, 
Finsbury Glover Hering and Hill+Knowlton 
Strategies. The majority of their work takes 
place in the United States, the UK and the 
EU, although many clients are multinational 
businesses operating in many countries.
OUR STANDARDS
Our Code of Business Conduct and Political 
Activities and Engagement Policy govern our 
political activities, and both are available on 
our website. These documents commit us to 
acting ethically in all aspects of our business 
and to maintaining the highest standards of 
honesty and integrity. Political activities in 
particular should be conducted legally, 
ethically and transparently and all related 
communication should be honest, factual 
and accurate. Our policies apply to all 
agencies and employees at all levels.
Many of our companies are members of 
professional organisations and abide by 
their codes of conduct. Examples include 
the UK Association of Professional Political 
Consultants (APPC), and the European Public 
Affairs Consultancies’ Association (EPACA).
WPP companies comply with all applicable 
laws and regulations governing the 
disclosure of public affairs activities. In the 
United States, this includes the Lobby 
Disclosure Act and the Foreign Agent 
Registration Act, which are designed to 
achieve transparency on client representation 
and require lobby firms to register the names 
of clients on whose behalf they contact 
legislators or executive branch personnel. 
A number of our agencies are listed on 
the voluntary EU Transparency Register of 
lobbying activities.
Our companies in the United States whose 
sole or primary business is lobbying have 
representatives of both major political 
parties among senior management.
We will not undertake work that is intended 
to mislead and always seek to identify the 
underlying client before taking on work. We 
do not knowingly represent “front groups” 
purporting to be independent campaign 
groups but which are in fact controlled by 
another organisation for the purpose of 
misleading. 
Our Group Corporate Affairs Director has 
responsibility for developing and 
implementing our political activity policy 
and public reporting procedures. The CEO 
and CFO in each country or region are 
responsible for implementing our policy 
at the local level.
Any third parties conducting political 
activities on behalf of WPP or its agencies 
must comply with our Political Activities 
and Engagement Policy. Third parties are 
required to complete the WPP ethics training 
or equivalent within their own organisation.
POLITICAL CONTRIBUTIONS
WPP agencies are not permitted to make 
direct cash donations. Other political 
donations can only be made with the prior 
written approval of a WPP executive 
director. Donations must be reported to 
WPP legal before they are made, to confirm 
they comply with this policy and to obtain 
the necessary approvals.
POLITICAL ACTION COMMITTEES
In countries where it is consistent with 
applicable law, individuals working at WPP 
companies may make personal voluntary 
political contributions directly to candidates 
for office. Several of our businesses, 
including BCW and Finsbury Glover Hering 
also maintain political action committees 
(PACs) which accept voluntary donations 
from their people to support political 
candidates. In 2020, these PACs made 
disbursements worth $108,037 (data from 
fec.gov).
LOBBYING AND POLITICAL ADVOCACY
We occasionally contribute to the debate on 
public policy issues relevant to our business, 
sometimes through our public affairs agencies.
We advocate on sustainability issues, through 
partnerships such as the Common Ground 
initiative in support of the UN Sustainable 
Development Goals. Demet İkiler, WPP’s 
Turkey Country Manager and EMEA CEO of 
GroupM, serves on the local board of the 
UN Global Compact with responsibility for 
diversity and inclusion. Karen Blackett OBE, 
WPP’s UK Country Manager and GroupM UK 
CEO, serves as a member of the Board of 
the UK’s Cabinet Office.
Our agencies contribute to public policy 
debate in areas where they have expertise and 
a special interest. Our digital and research 
companies, for example, are involved in 
privacy and data protection issues. 
WPP agencies must implement clear 
procedures for employing serving or former 
politicians, including a six-month “cooling-
off” period for people joining WPP from 
public office or the public sector.
MEMBERSHIP OF TRADE ASSOCIATIONS
We are members of trade associations, 
industry groups and membership 
organisations which undertake lobbying 
activity on behalf of their members. We 
select organisations with priorities and 
values aligned with our own and with robust 
governance processes. WPP companies 
must nominate a senior manager to manage 
and oversee trade association relationships.
At a Company level, our memberships 
include: 30% Club, the American Benefits 
Council, BritishAmerican Business Inc., 
Business Disability Forum, CBI, China Britain 
Business Council, Executive Leadership 
Council, Institute of Business Ethics, the 
Northeast Business Group on Health, PARC, 
RE100, The Valuable 500, Women on Boards, 
and the World Economic Forum. 
In our markets, our agencies are often 
members of local advertising, PR, public 
affairs and market research industry 
associations, as well as national chambers 
of commerce and business councils. 
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WPP ANNUAL REPORT 2020


 
STRATEGIC REPORT SUSTAINABILITY
Throughout 2020 we continued to build 
on our established foundations for data 
protection and particularly for data privacy. 
With increasing regulation and the increased 
importance of these matters for consumers, 
WPP demonstrates, through its expertise 
and direct engagement, that we are a 
trusted partner for our clients, suppliers 
and associates.
We are seeing – and responding to – 
increased regulation with the introduction 
of new laws in Brazil, California and South 
Africa and we have policies and governance 
implemented ensuring we are well placed 
as countries introduce similar regulation. 
Through our active engagement in industry 
bodies, particularly in the UK with the 
Advertising Association and the United 
States with the 4As and the Network 
Advertising Initiative, we are able to 
monitor and influence the changing 
regulatory landscape.
Our Group Chief Privacy Officer leads our 
work on privacy, supported by our Global 
Data Protection Officer. Together, they provide 
practical guidance and support to our 
agencies, ensure that privacy risks are well 
understood, and promote best practices.
CLIENTS
We are understandably seeing increased 
interest and engagement from our clients 
on data privacy, protection and ethics, not 
only through commercial and contractual 
negotiations, but throughout the operational 
relationship. Our privacy teams have 
established direct relationships with their 
client counterparts to ensure alignment and 
engagement on this subject and we have 
jointly hosted privacy-focused client sessions 
establishing a shared understanding in the 
work being undertaken.
DATA ETHICS
Data ethics continues to be a focus for WPP. 
In 2020 we launched the WPP Data Ethics 
Statement, complemented by the WPP AI 
Statement, outlining to our people, clients 
and stakeholders the foundations of our 
ethical data processing. In 2021 we will be 
introducing full policies for both data ethics 
and AI. 
GroupM, WPP’s media investment group, 
recently launched the industry’s first tool to 
operationalise data ethics. The Data Ethics 
Compass allows advertisers to evaluate the 
ethical risk level of data assets and decisions. 
groupm.com/newsroom/groupm-
operationalizes-data-ethics-with-a-
proprietary-scoring-logic-criteria-and-
standardization-tool/
DIVERSITY, EQUITY AND INCLUSION
WPP is committed to diversity, equity and 
inclusion in our business, supply chains and 
client work. Whilst this is achieved through 
our actions and initiatives, we must also 
measure achievement against our own 
commitments. Clients are increasingly asking 
us to demonstrate our people are from 
diverse backgrounds and representative of 
their own customers. For over 30 of our 
markets, we have developed detailed 
guidance on how we can collect and report 
on such data in line with regulations and in 
a way that is culturally sensitive to our 
own people.
 For information on ethnicity data,  
see our Sustainability Report 2020
GOVERNANCE, POLICIES AND 
TRAINING
We have established the WPP Risk 
Sub‑committee focusing on data privacy, 
security and ethics. Co-chaired by WPP’s 
Chief Privacy Officer and Chief Information 
Officer, the Sub-committee consists of 
representation from across the security, 
technology and data leadership. The 
Sub-committee is responsible for reviewing 
and monitoring the Group’s approach to 
regulatory and legal compliance, as well as 
monitoring data privacy, ethics and security 
risk. This Sub-committee is pivotal in our 
approach to our own and our clients’ data, as 
well as contributing to our overall strategy. 
2020 saw the first full-increment version of 
the WPP Data Privacy & Security Charter. 
Bringing together our related policies, the 
Charter communicates our approach to data, 
setting out core principles for responsible 
data management through our Data Code of 
Conduct, our technology, privacy and social 
media policies, and our security standards 
(based on ISO 27001). 
Last year we launched the revised data 
protection and privacy Safer Data training 
as part of the relaunch of the WPP How We 
Behave training. Completed by all staff, 
the new training completely overhauls the 
content and delivery. This training is 
augmented by subject-focused training, 
where required, covering specific 
regulations, regional laws or activities 
undertaken by our agencies. 
Our annual Data Health Checker provides 
us with insight into how data is used, stored 
and transferred and helps to identify any 
parts of the business that need further 
support on data practices. The results show 
us that the majority of our agencies continue 
to have mitigation measures that match or 
exceed their level of privacy risk, with the 
average risk score being 1.6 out of five, 
where five is the maximum score possible 
and indicates maximum risk. 
ARTIFICIAL INTELLIGENCE, MACHINE 
LEARNING AND DATA
The Privacy, Data Protection and Security 
teams work closely with the Group WPP 
CTO function facilitating both strategic and 
compliance alignment particularly for the 
development of client-focused data services. 
Specifically, we recognise our clients’ focus 
on the increasing importance of first-party 
data and data access and variety rather than 
acquisition at volume.
We are developing skilled, knowledgeable 
teams with an awareness and understanding 
about the centrality of data to our business 
(supported by programmes such as 
Demystify AI). We have launched a 
partnership with the Open Data Institute 
and are rolling out the WPP AI Academy in 
partnership with Coursera. 
Recognition and elevation of the 
contribution that our data specialists make 
to our business has been fostered through 
the launch of the highly successful WPP 
Open Data & AI Community along with the 
Chief Data Officers’ Group, which both 
seek to encourage a culture of curiosity 
and sharing.
 PRIVACY AND DATA ETHICS
WPP ANNUAL REPORT 2020
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STRATEGIC REPORT
EMBEDDING SUSTAINABILITY IN 
OUR COMPANIES
WPP sets sustainability policy, with every 
agency responsible for implementation. 
We have a clear policy framework through 
our Code of Business Conduct, Sustainability 
Policy, Supplier Code of Conduct, Data 
Privacy and Security Charter, Human Rights 
Policy Statement and other policies included 
in the WPP Policy Book. We track progress 
using our social and environmental key 
performance indicators.
Our internal sustainability advisors are 
working to ensure consistent implementation 
of our standards. In 2020, we launched a 
sustainability audit across 21 countries to 
establish a baseline of sustainability policies 
and performance. 
We also established new green teams in 
India and the Netherlands to share best 
practice and encourage collaboration.
STAKEHOLDER ENGAGEMENT
Dialogue with our stakeholders, including 
our people, clients and shareholders, 
provides valuable feedback and insight into 
sustainability risks and opportunities, for our 
Company and our clients. 
Most stakeholder engagement takes place 
in the course of doing business. We work 
with clients on sustainability issues (see page 
72). Information on employee engagement is 
on page 78. In 2020, as part of our 
sustainability strategy review, we conducted 
a formal sustainability stakeholder mapping 
exercise with H+K to help strengthen the 
effectiveness of our engagement on 
sustainability issues.
INVESTOR ENGAGEMENT
Our involvement with investors, rating 
agencies and benchmarking organisations 
on sustainability during 2020 included: 
Bloomberg Gender-Equality Index; Ecovadis; 
Ethibel; Vigeo Eiris; FTSE Russell; Human 
Rights Campaign Foundation’s Corporate 
Equality Index; MSCI Research Inc.; 
Sustainalytics; Thomson Reuters D&I Index; 
and Workforce Disclosure Initiative (WDI).
We are included in the FTSE4Good Index 
and participate in the CDP climate change 
benchmark, receiving a rating of B in 2020 
(2019: B).
OUR MATERIALITY PROCESS 
We use a materiality process to ensure our 
strategy, investments and reporting focus 
on the issues of greatest importance and 
relevance to our business and our 
stakeholders. 
Our first formal materiality assessment in 
2014 included interviews with clients, 
investors, NGOs, and sustainable business 
experts, as well as with senior executives in 
our Company functions and our agencies. 
We carried out further reviews in 2016 and 
2017. Our most recent formal materiality 
assessment was completed in January 2020 
and reflected our new corporate strategy 
and changing stakeholder priorities (see 
2020 Sustainability Report). 
UNITED NATIONS SUSTAINABLE 
DEVELOPMENT GOALS (SDGs)
We support the UN SDGs as a framework 
for government agencies, civil society, the 
private sector and citizens to work together 
to create a more sustainable future.
We have analysed the 17 Global Goals and 
the 169 targets which sit behind them to 
identify those which are most relevant for 
our business. To learn more about the Goals 
we believe we can make the most significant 
contribution towards, see our full Sustainability 
Report 2020, available as a PDF download.
ABOUT OUR REPORTING
Data included in this Annual Report is for the 
calendar year 2020 and covers all subsidiaries 
of the Company. Some key environmental 
and people data is verified by Bureau Veritas, 
an independent assurance provider (see 
2020 Sustainability Report).
We use external frameworks to help us 
implement good reporting practice, to 
ensure we are covering the topics of most 
interest to stakeholders and to aid 
comparison with other companies. 
To find further details, data, our materiality 
analysis, case studies and our reporting standards 
index, listing disclosures including GRI and UNGC 
and their location in our report, visit:
	 wpp.com
OUR APPROACH TO SUSTAINABILITY

SUSTAINABILITY
NON-FINANCIAL 
INFORMATION STATEMENT 
This section provides information required 
by regulation in relation to:
	– environmental matters (page 81) and 
TCFD Statement, pages 216-218);
	– our people (page 76);
	– social matters (page 74);
	– human rights (page 83); and corruption 
and bribery (page 86).
In addition, other related information can be 
found as follows:
	– business model (page 12);
	– principal risks and how they are managed 
(page 95); and
	– non-financial key performance indicators 
(page 54).
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WPP ANNUAL REPORT 2020

ASSESSING AND  
 MANAGING OUR RISKS
The success of our strategic objectives 
as discussed in this report depends to a 
significant extent on how we identify and 
address the current and emerging risks and 
uncertainties we face as a business. The 
Board, assisted by the Audit Committee, has 
oversight and responsibility for our approach 
to risk management which is structured 
through our three lines of defence model and 
driven by our risk governance framework, 
business integrity programme, culture based 
upon the principles set out in our Code of 
Conduct and our internal control framework. 
The Board has reviewed the design and 
effectiveness of this system during the year 
and up to the date of this report and carried 
out a robust assessment of the principal 
risks that could impact our business.
The system of controls described below is 
designed to manage and mitigate, but may 
not eliminate, the risk of failure to achieve 
our strategic objectives and is not an 
absolute assurance against material 
misstatement or loss.
RISK GOVERNANCE FRAMEWORK AND 
BUSINESS INTEGRITY PROGRAMME
A key element of our risk governance 
framework is our Risk Committees. Each 
network has a global Risk Committee chaired 
by the CEO and with key senior managers 
participating to ensure that leadership has 
a full understanding of the risks across 
businesses and the remediation steps 
required from time to time in certain markets. 
We also have a WPP Risk Committee which 
has oversight of all network Risk Committees 
and itself reports into the Audit Committee. 
In 2020 we established two sub-committees 
to focus on the detail of risks relating to Data 
Privacy, Security and Ethics and to Controls 
at both WPP and network level.
The agenda of the Risk Committees is to 
review, monitor and advise on: compliance 
with laws, regulations, internal procedures, 
and industry standards, including anti‑bribery 
and corruption matters; the implementation 
of our compliance framework (including 
setting clear standards and reporting lines 
for the accurate and timely monitoring of 
exposures and certain risk types of 
importance); compliance policies and 
practices; and risks that present themselves 
throughout each network. This agenda is 
framed by our business integrity programme 
and internal control environment. In 2020 
the WPP Risk Committee’s terms of 
reference were updated to hone in on the 
appropriateness of WPP’s values, culture 
and reward systems for managing risk and 
internal controls, and the extent to which 
culture and values are embedded at all 
levels of WPP.
In order to carry out their duties 
comprehensively, each Risk Committee has 
secure access to an increasing central pool 
of data from, or with the potential to impact, 
their network that is crucial to the ability 
to recognise and monitor a full risk and 
compliance picture; this includes internal 
audit reports, Internal Controls over Financial 
Reporting (ICFR) results, general computing 
controls results, information from 
whistleblowers, findings from investigations, 
responses from our annual risk mapping 
process and the results of our annual 
assessment of business integrity risk.
WPP’S RISK GOVERNANCE FRAMEWORK
WPP Risk
Committee
Network Risk 
Committees
BUSINESS INTEGRITY PROGRAMME
INTERNAL CONTROL FRAMEWORK
BUSINESS 
INTEGRITY RISK
ASSESSMENT
FINANCIALS
WHISTLEBLOWING
CERTIFICATIONS 
AND 
DISCLOSURES
ICFR
RESULTS
INTERNAL AUDIT 
FINDINGS
WPP ANNUAL REPORT 2020
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STRATEGIC REPORT

WPP’S RISK GOVERNANCE 
FRAMEWORK
Our business integrity programme is integral 
to ensuring that the policies, procedures 
and control environment set by the Board 
are understood and adhered to across all 
geographies and markets. It is produced by 
mapping resources, systems and processes 
against WPP’s risk appetite (which the 
business integrity function supports the 
Board and WPP Risk Committee to set), 
governance requirements and regulator 
expectations and then crafting actions from 
the results for both the business integrity 
team and the Risk Committees.
Actions for the business integrity team focus 
on tackling root causes of risk and include:
	– in respect of resources, championing 
and enhancing messages and examples 
from global, regional and local leadership 
with communications, training sessions, 
workshops, townhalls and practical 
guidance, knowhow and resources for 
our people and providing “on the ground” 
support for day to day queries from 
our networks;
	– in respect of systems, advising on the 
implementation of WPP’s policies, 
procedures and controls (including around 
internal reporting and approvals) and 
providing a compliance lens for the design 
and structure of our enterprise resource 
planning (ERP) environment (including 
ensuring that its functionality is leveraged 
to restrict access to key transactions to 
appropriate parties and ensure adequate 
segregation of duties and assets); and 
	– in terms of processes, conducting an 
annual assessment of business integrity 
risk, monitoring dynamic data feeds 
(including our financials, internal audit 
findings and ICFR results), pro-active 
management of self-certifications and 
disclosures from our people, reviewing 
and investigating whistleblowing reports 
and tracking remediation efforts.
POLICIES, PROCEDURES AND CULTURE
The quality and competence of our people, 
their integrity, ethics and behaviour, and the 
culture embedded within our businesses are 
all vital to the maintenance of our system of 
internal control which is maintained and 
reviewed in accordance with the UK 
Corporate Governance Code, FRC guidance 
on risk management and internal control and 
the COSO framework.
In order to help our people make the right 
decisions, we provide a number of tools. 
The baseline reference of our policies and 
procedures are set out in our Policy Book, 
internal control bulletins and accounting 
guidelines. To help our people understand 
the ethical and business objectives set out in 
the WPP Policy Book, WPP has a mandatory 
online training programme which all our 
people (including freelancers working for 
more than four weeks) are required to 
complete on an annual basis. The programme 
content was refreshed in 2020 and comprises 
five modules: How We Behave, Business 
Integrity, Safer Data, Sustainability and 
Belonging. In addition, WPP’s business 
integrity function organises in-person (or, 
through the lockdown months, video call) 
training sessions, townhalls and workshops 
throughout the year on topics thought 
necessary or relevant such as Ethics & 
Integrity, Respect in the Workplace and 
The ABCs of ABC (Anti-Bribery and 
Corruption). This top-up programme is 
designed in response to data collected 
and reviewed by WPP’s business integrity 
function including from concerns raised and 
corroborated through investigations and our 
annual assessment of business integrity risks. 
It is underpinned with daily support on the 
ground from our regional compliance 
directors and managers. The business 
integrity function also houses an e-library 
of practical guides and compliance FAQs. 
The core of our Policy Book is our Code 
of Business Conduct, which is regularly 
reviewed by the Board and sets out the 
principal obligations of all of our people. 
As a Group and as individuals we have 
a collective responsibility to behave in the 
right way, to live up to our values and to 
conduct our business with integrity. Our 
Code outlines the commitments we make 
to each other, our business partners, and 
others with a stake in what we do. The 
principles of the Code are embedded in 
our training courses and workshops and 
our senior managers are required to certify 
compliance with the Code on an annual basis. 
WPP’S BUSINESS INTEGRITY PROGRAMME
OUR RISK APPETITE 
 
GOVERNANCE REQUIREMENTS 
REGULATOR EXPECTATIONS
 
 
 
RESOURCES
Our people – everyone is accountable
Leadership
Communications, training and guidance
“On the ground” support
SYSTEMS
ERP environment
Policies, procedures and controls
Financial reporting
Internal reporting and approvals
PROCESSES
Business integrity risk assessment
Monitoring dynamic data feeds
Whistleblowing
Due diligence
Certiﬁcations and disclosures
Remediation – and focus on root causes
Disciplinary measures and incentives
 
 
 
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WPP ANNUAL REPORT 2020

 STRATEGIC REPORT
ASSESSING AND MANAGING OUR RISKS

TOTAL NUMBER OF REPORTS 
FROM WHISTLEBLOWERS
RISK IMPACT FROM WHISTLEBLOWER REPORTS
%
2018
2019
2020
200
361
418
2.3%
1.7%
1.4%
0.5%
7.7%
14.9%
71.5%
Operational
Clients
Strategic
Data Privacy, 
Security and Ethics
People
Financial
Legal and Regulatory
Our Anti-Bribery and Corruption Policy 
prohibits any form of bribery across the 
Group and is supported by the Advisor 
Payment Policy which restricts the use of 
advisors and details the due diligence that 
must be undertaken in the limited cases 
where advisors may be used. Our Gifts and 
Hospitality Policy sets limits on values that 
may be given or received, supported in 
each company by a gift register. 
Our Code of Conduct for suppliers replicates 
all of these obligations in our supply chain. 
Our Policy Book also includes required 
practices in many operational, tax, legal 
and human resource areas.
The application of our policies and 
procedures is monitored within each 
company and by the internal audit, legal, 
business integrity and risk and controls 
functions. Breaches are investigated by our 
legal and business integrity teams and, 
where appropriate, external advisors. 
WPP’s business integrity function has a 
mandate to make recommendations to 
realign and support WPP’s networks where 
required to manage and reduce risk. 
Recommended remediation can include 
disciplinary action, changes to systems, 
controls, approvals or functions, monitoring 
and training sessions. This approach is 
formalised through WPP’s Whistleblowing 
Protocol and Investigations Protocol. The 
Compensation Committee continues to 
review how the Group’s performance 
rewards support the risk management and 
internal control systems now supported, as 
noted above, by the WPP Risk Committee. 
WHISTLEBLOWING
WPP’s Code of Conduct sets out our 
responsibilities to our people, partners 
and shareholders to act ethically and with 
integrity. We want to embed a culture of 
integrity and transparency and where our 
people recognise that doing the right thing 
is good business. 
Part of this culture is making sure that our 
people have confidence to speak up and 
raise concerns with their managers or 
supporting teams, or through their employee 
forums or our Right to Speak hotline (which 
is confidential and allows for anonymity) if 
they experience or are concerned about 
behaviour which conflicts with our Code. 
WPP is continuously raising awareness of 
these channels among our people and other 
stakeholders and as a result there has been 
a steady increase in the number of reports 
received over the past few years. In 2020, 
a total of 418 reports were received from 
whistleblowers, 312 of which were through 
the Right to Speak hotline. The most 
commonly raised concerns were about 
respect in the workplace and protection 
of WPP’s assets. 
RISK IMPACT FROM WHISTLEBLOWER 
REPORTS 2020
All whistleblower reports received by the 
Group Chief Counsel and General Counsel, 
Corporate Risk, which includes all Right to 
Speak reports, are handled in line with WPP’s 
Whistleblowing and Investigations Protocols 
and logged, investigated and tracked through 
to a conclusion including any remediation or 
follow-up actions that might be required. 
Reports are also analysed for risk impact and 
root causes. Learnings generated from this 
analysis are converted into recommendations 
including for training sessions, workshops 
and practical resources by WPP’s business 
integrity function and implemented together 
with the support and input of the Risk 
Committees. Recommended remediation 
can also include disciplinary action, changes 
to systems, controls and processes or wider 
review and monitoring for a particular 
time period. 
The nature of each report, action taken and 
outcome is reported to the Audit Committee 
and the approach and process are reviewed 
by the auditors. WPP is committed to 
providing a safe and confidential way for 
people with genuine concerns to raise them, 
and to do so without fear of reprisals. WPP 
does not tolerate any retaliatory behaviour 
against individuals reporting concerns and 
is equally committed to preserving the 
anonymity of an individual who makes a 
report and does not wish to have their 
identity revealed. 
The consequences of misconduct or 
retaliation range from individual performance 
management, training for a business or an 
office and one-on-one training or coaching 
for an individual through to staff relocation 
and staff dismissal.
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STRATEGIC REPORT ASSESSING AND MANAGING OUR RISKS

RISK MANAGEMENT
We use a “three lines of defence” model 
in relation to risk management:
1. COMPANY REVIEWS
Each company undertakes monthly and 
quarterly procedures and day-to-day 
management activities to review their 
operations and business risks, supported 
by our policies, training and guidance on 
required internal controls over financial 
reporting and monitoring controls and 
reviews within their network. 
In addition, our companies must maintain 
and update documentation of their internal 
controls and processes. This documentation 
incorporates an analysis of business risks, 
detailed control activities and monitoring, 
together with IT and financial controls and 
controls over security of data and the 
provision of timely and reliable information 
to management. 
The information collated feeds up to each 
network’s Risk Committee which uses it to 
assess and monitor current risk exposures, 
identify new risk types and set future risk 
strategy as well as compile it into reporting 
and insights for the WPP Risk Committee 
and executive management.
2. EXECUTIVE MANAGEMENT REVIEWS
The company reviews are formally 
communicated to executive management 
in monthly reports and quarterly review 
meetings and, in turn, to the Board. At each 
Board meeting, the management team 
presents a business review of each of the 
operations, including an assessment of the 
risks in each business and details of any 
change in the risk profile since the last 
Board meeting.
The business review includes the possibility 
of winning or losing major business; 
succession and the addition or loss of a key 
employee; regulatory changes; sustainability, 
including risks relating to marketing ethics, 
privacy, diversity and employment; political 
instability; and changes in accounting or 
corporate governance practice. 
To add to this, the WPP Risk Committee, 
supported by the business integrity function, 
is evolving our enterprise-wide risk 
management process through the design 
and build of a risk analytics platform which 
will sit over dynamic data feeds and 
alongside refreshed risk appetite statements, 
drivers and tolerances and incorporate our 
internal control framework. The resulting 
dashboard analysis will allow risks to be 
monitored and tracked across all businesses 
and markets and will feed into the regular 
risk discussions of executive management, 
the Audit Committee and the Board.
LINES OF DEFENCE
FIRST LINE OF DEFENCE
Functions that own and manage risk
THIRD LINE OF DEFENCE
Functions that provide independent 
assurance, above all internal audit
SECOND LINE OF DEFENCE
Functions that oversee or specialise in 
risk management and business integrity
THE NEWLY ESTABLISHED RISK AND 
CONTROLS GROUP IS PART OF OUR SECOND 
LINE OF DEFENCE
	– To drive continuous improvement in WPP’s 
control environment through strengthening 
ownership and accountability for internal 
controls at all levels of the organisation
	– To drive culture change throughout WPP and 
improving understanding of internal controls
	– To provide training and development as to  
“what good looks like” in relation to controls 
and demonstrating the value of good controls 
throughout WPP
In 2020 the Company also established the 
Risk and Controls Group to drive continuous 
improvement in WPP’s internal control 
environment. The new function focuses on 
the design and implementation of internal 
financial controls as well as controls that 
support WPP’s risk framework and 
transformation programmes.
3. INTERNAL AUDIT AND AUDIT 
COMMITTEE OVERSIGHT
The internal audit function, with Audit 
Committee oversight and external resource 
as required, provides an independent review 
of risk management and internal control via 
internal audits and management of the 
testing programme for ICFR.
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WPP ANNUAL REPORT 2020
STRATEGIC REPORT

 
ASSESSING AND MANAGING OUR RISKS

VIABILITY STATEMENT 
RISK ASSESSMENT 
ASSESSMENT OF PROSPECTS 
An understanding of the Group’s business 
model and strategy detailed on pages 12 and 
22 is central to understanding its prospects. 
The Group’s business model, transformation 
programme and diversification across 
marketing services businesses which operate 
in 111 countries, with a broad spectrum of 
clients, technology partners and suppliers 
and track record of making acquisitions and 
setting up new businesses, are all relevant to 
any consideration of prospects and viability.
The Directors assess the Group’s prospects 
on a regular basis through the financial 
reporting and planning process, the business 
reviews at each Board meeting, quarterly 
reviews of our businesses by the executive 
team and ongoing reviews of the Group’s 
profitability, cash flows and funding 
requirements. The Board has considered 
the longer-term risks and opportunities for 
the Group discussed in the Strategic Report 
at a Board strategy session in 2020 and the 
potential impact of competition for talent 
and competition from consulting firms, 
technological disruption, climate change and 
regulation. The Board has also considered 
the impact of the Covid-19 pandemic which 
adversely affected our business and our 
clients’ and suppliers’ businesses across all 
of the countries in which we operate but 
which also accelerated changes in our 
sector. The Group has experienced and 
expects to continue to experience 
unpredictable reductions in demand for 
our services from clients in sectors 
impacted by the pandemic.
VIABILITY STATEMENT 
The Directors’ assessment of the Group’s 
viability for the next three years has been 
made with reference to: 
	– the impact on the Group of the Covid-19 
pandemic and the measures to contain 
its spread, including restrictions on 
businesses, social activities and travel, any 
failure to realise anticipated benefits from 
the roll-out of vaccination campaigns and 
the resulting impact on the economies in 
which the Group operates, our clients and 
demand for our services;
	– the ongoing reviews, short-term notice 
periods or assignment nature of many of 
the client engagements; 
	– the volatility of global economic 
conditions and impact of a global 
recession as a consequence of the 
Covid-19 pandemic; 
	– the Group’s current position and 
prospects;
	– the ongoing transformation programme 
updated in this report;
	– the changes taking place in our industry;
	– the long-term impact of technological 
disruption; and
	– the ongoing simplification of the Group 
structure and improving integrated service 
offering to clients.
This period has been chosen as it aligns 
with our three-year budget process and 
reflects the Board’s best estimate of the 
future viability of the Company. Whilst we 
have built a five-year plan, levels of 
uncertainty increase as the planning horizon 
extends and the Group’s plans focus more 
closely on the next three years. The Board 
therefore considers a period of three years 
to be an appropriate period over which to 
assess the long term viability of the 
Company. In testing the viability of the 
Company, we have undertaken a robust 
scenario assessment of the principal risks 
which could threaten the viability or 
existence of the Company. The impact of 
Brexit has been considered and it is not 
deemed to have a significant impact on this 
assessment. In the scenario modelling of the 
principal risks, we have stress-tested our 
forecast cash flows to reflect the potential 
impact of one or more of the Group’s 
principal risks occurring and leading to client 
loss, loss of reputation, contract breach, our 
inability to win new business, and the impact 
of revenue less pass-through costs decline. 
The Company’s forecasts and projections 
took account of (i) reasonably possible 
declines in revenue less pass-through costs; 
and (ii) remote declines in revenue less 
pass-through costs for stress-testing 
purposes; and considered the Group’s bank 
covenants and liquidity headroom including 
the suspension of share buybacks, dividends 
and acquisitions. 
The Company modelled a range of revenue 
less pass-through cost declines up to a 
decline of 30% compared with the year 
ended 31 December 2020. In the most 
extreme scenarios tested, the Directors have 
considered the further actions that could be 
taken to mitigate negative cash flow impact 
and ensure additional liquidity. The Directors 
have assumed that the Company will be able 
to refinance existing bonds and, as a result, 
the Company will continue to operate in 
accordance with its bank covenants. 
However the long-term viability of the 
Company could be impacted by other as 
yet unforeseen risks and the mitigating 
actions that have been put in place in 
respect of the principal risks could turn 
out to be less effective than intended. 
Having assessed the current position of the 
Company, its prospects and principal risks 
and taking into account the assumptions 
above, the Board has determined that it has 
a reasonable expectation that the Company 
will be able to continue in operation and 
meet its liabilities as they fall due over a 
period of three years from 1 January 2021.
GOING CONCERN 
The Group’s business activities, together 
with the factors likely to affect its future 
development, performance and position 
are set out in the Financial Review on pages 
61-65 and Principal Risks and Uncertainties 
on pages 95-101. The financial position of the 
Group, its cash flows, liquidity position and 
borrowing facilities are described in the 
Financial Statements and the Notes to the 
Financial Statements include the Company’s 
objectives, policies and processes for 
managing its capital; its financial risk 
management objectives; details of its 
financial instruments and hedging activities; 
and its exposures to credit risk and liquidity 
risk. The Company’s forecasts and projections, 
taking account of (i) reasonably possible 
declines in revenue less pass‑through costs; 
and (ii) remote declines in revenue less 
pass‑through costs for stress‑testing 
purposes as a consequence of the Covid-19 
pandemic compared to 2020, considering 
the Group’s bank covenant and liquidity 
headroom taking into account the suspension 
of share buybacks, dividends and acquisitions, 
and cost mitigation actions which are and 
which could be implemented, show that the 
Company and the Group would be able to 
operate with appropriate liquidity and within 
its banking covenants and be able to meet 
its liabilities as they fall due. The Company 
modelled a range of revenue less pass‑through 
cost declines up to 30% compared with the 
year ended 31 December 2020. The Directors 
therefore have a reasonable expectation 
that the Company and the Group have 
adequate resources to continue in 
operational existence for the foreseeable 
future. Thus they continue to adopt the 
going concern basis of accounting in 
preparing the financial statements.
WPP ANNUAL REPORT 2020
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STRATEGIC REPORT ASSESSING AND MANAGING OUR RISKS

PRINCIPAL RISK
POTENTIAL IMPACT
HOW IT IS MANAGED AND REFLECTED  
IN OUR STRATEGIC PRIORITIES
COVID-19 PANDEMIC
The coronavirus pandemic 
negatively impacted our business, 
revenues, results of operations, 
financial condition and prospects in 
2020. The extent of the continued 
impact of the Covid-19 pandemic 
on our business will depend on 
numerous factors that we are not 
able to accurately predict, including 
the duration and scope of the 
pandemic, government actions to 
mitigate the effects of the pandemic 
and the intermediate and long-term 
impact of the pandemic on our 
clients’ spending plans.
 
The Covid-19 pandemic and the measures to contain 
its spread may have a continuing adverse effect on our 
business, revenues, results of operations and financial 
condition and prospects.
A strong balance sheet, supported further by action to 
maintain liquidity including, if needed, the suspension of 
share buybacks, dividends and acquisitions, cost reduction 
and cash conservation measures, savings on property and 
IT capex. Constant monitoring of working capital position.
STRATEGIC RISKS
The failure to successfully complete 
the strategic plan updated in 
December 2020 to return the 
business to growth and simplify 
our structure.
 
A failure or delay in implementing or realising the 
benefits from the transformation plan and/or returning 
the business to growth may have a material adverse 
effect on our market share and our business, revenues, 
results of operations, financial condition or prospects.
Board oversight of the implementation of the strategic 
plan and regular briefings on the Group’s response to the 
Covid-19 pandemic.
The Executive Committee regularly reviews progress against 
the strategic plan and actions required to deliver against the 
plan and convenes regularly to discuss the Group’s response 
to and implementation of the measures highlighted above to 
mitigate the impact of the Covid-19 pandemic on the Group’s 
operations, people, clients and financial condition.
The impact of the pandemic and focus on managing cost 
and changes in ways of working have accelerated aspects 
of the transformation as we move faster towards a simplified 
company structure and enhanced use of technology by our 
people as a consequence of adapting to remote working.
The Board has carried out a robust assessment of the principal risks and uncertainties affecting the Group and the markets 
we operate in and strategic decisions taken by the Board as at 31 December 2020 and up to the date of this report 
including any adverse effects of the Covid-19 pandemic and which are described in the table on the following pages.
 PRINCIPAL RISKS AND  
 UNCERTAINTIES
KEY
  Increased risk
  No change from last year
  Reduced risk
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PRINCIPAL RISK
POTENTIAL IMPACT
HOW IT IS MANAGED AND REFLECTED  
IN OUR STRATEGIC PRIORITIES
OPERATIONAL RISKS
CLIENTS
We compete for clients in a 
highly competitive industry 
which has been evolving and 
undergoing structural change, 
now accelerated by the 
Covid-19 pandemic. Client 
loss to competitors or as a 
consequence of client 
consolidation, insolvency or 
a reduction in marketing 
budgets due to recessionary 
economic conditions or a shift 
in client spending would have 
a material adverse effect on 
our market share, business, 
revenues, results of 
operations, financial 
condition and prospects.
 
The competitive landscape in our industry is constantly 
evolving and the role of traditional agencies is being challenged. 
Competitors include multinational advertising and marketing 
communication groups, marketing services companies, database 
marketing information and measurement, social media and 
professional services and consultants and consulting internet 
companies.
Client contracts can generally be terminated on 90 days’ notice 
or are on an assignment basis and clients put their business up 
for competitive review from time to time. The ability to attract 
new clients and to retain or increase the amount of work from 
existing clients may be impacted if we fail to react quickly 
enough to changes in the market and to evolve our structure, 
and by loss of reputation, and may be limited by clients’ policies 
on conflicts of interest.
There are a range of different impacts on our clients globally as 
a consequence of the Covid-19 pandemic. In the past, clients 
have responded to weak economic and financial conditions by 
reducing or shifting their marketing budgets which are easier to 
reduce in the short term than their other operating expenses.
The transformation plan updated in December 2020. 
Emphasis on providing faster, more agile and more 
effectively integrated solutions for our clients.
Simplifying our organisational structure such as the 
disposal of 60% of our interest in Kantar and the disposal 
of non-core minority holdings.
Launch of further Campus co-locations including 
in Chicago, Hong Kong and Rome. Embedding data and 
technology more deeply into our offer to clients.
Board focus on the importance of a positive and inclusive 
culture across our business to attract and retain talent 
and clients. Creation of a team focused on culture, 
diversity and inclusion across the Group. Creation of the 
WPP Global Inclusion Council in 2020 and commitments 
to anti-racism.
Continuous improvement of our creative capability and 
reputation of our businesses.
The development and implementation of senior 
leadership incentives to align more closely with 
our strategy and performance.
Business review at every Board, Management and 
Executive Committee meeting to identify client loss. 
Monthly updates to the management team on the status 
of the Group’s major clients and upcoming pitches for 
potential new clients. Continuous engagement with our 
clients and suppliers through this period of uncertainty 
and reduction in economic activity. 
We receive a significant 
portion of our revenues from a 
limited number of large clients 
and the net loss of one or 
more of these clients could 
have a material adverse effect 
on our prospects, business, 
financial condition and results 
of operations. 
 
A relatively small number of clients contribute a significant 
percentage of our consolidated revenues. Our ten largest clients 
accounted for 21% of revenue less pass-through costs in the year 
ended 31 December 2020. Clients can reduce their marketing 
spend, terminate contracts or cancel projects on short notice. 
The loss of one or more of our largest clients, if not replaced by 
new accounts or an increase in business from existing clients, 
would adversely affect our financial condition.
Increased flexibility in the cost structure (including 
incentives, consultants and freelancers).
Business review at every Board meeting and regular 
engagement at executive level with our clients.
A monthly new and existing business tracker is reviewed 
by the Executive Committee on a monthly basis with 
regular updates to the Board.
WPP ANNUAL REPORT 2020
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PRINCIPAL RISK
POTENTIAL IMPACT
HOW IT IS MANAGED AND REFLECTED  
IN OUR STRATEGIC PRIORITIES
PEOPLE, CULTURE AND 
SUCCESSION
Our performance could be 
adversely affected if we do 
not react quickly enough 
to changes in our market 
and fail to attract, develop 
and retain key creative, 
commercial, technology 
and management talent, 
or are unable to retain 
and incentivise key and 
diverse talent.
 
We are highly dependent on the talent, creative abilities 
and technical skills of our people as well as their relationships 
with clients. We are vulnerable to the loss of people to 
competitors (traditional and emerging) and clients, leading 
to disruption to the business.
Our incentive plans are structured to provide retention 
value, for example by paying part of annual incentives in 
shares that vest two years after grant date.
We are working across the businesses to embed 
collaboration and investing in training and development 
to retain and attract talented people. The investment in 
co-located Campus properties is increasing the cooperation 
across our companies and provides extremely attractive 
and motivating working environments.
Succession planning for the Chief Executive Officer, 
the Chief Financial Officer and key executives of the 
Company is undertaken by the Board and Nomination 
and Governance Committee on a regular basis and a 
pool of potential internal and external candidates 
identified in emergency and planned scenarios.
Compensation Committee oversight for the Group’s 
incentive plans and compensation. Our first priority 
during the Covid-19 pandemic has been the safety and 
welfare of our people and seeking to protect them as 
much as possible as well as maintaining the ability to 
serve clients and win new business as markets recover.
CYBER AND 
INFORMATION 
SECURITY
We are undertaking a series 
of IT transformation 
programmes to support 
the Group’s strategic plan 
and a failure or delay in 
implementing the IT 
programmes may have a 
material adverse effect on 
its business, revenues, results 
of operations, financial 
conditions or prospects. 
The Group is reliant on third 
parties for the performance 
of a significant portion of 
our worldwide information 
technology and operations 
functions. A failure to provide 
these functions could have 
an adverse effect on our 
business. During the 
transformation, we are still 
reliant on legacy systems 
which could restrict our 
ability to change rapidly.
A cyber-attack could result 
in disruption to one or more 
of our businesses or the 
security of data being 
compromised.
We may be subject to investigative or enforcement action or 
legal claims or incur fines, damages, or costs and client loss if we 
fail to adequately protect data. A system breakdown or intrusion 
could have a material adverse effect on our business, revenues, 
results of operations, financial condition or prospects and have 
an impact on long-term reputation and lead to client loss.
A significant number of the Group’s people are working 
remotely as a consequence of the Covid-19 pandemic which has 
the potential to increase the risk of compromised data security 
and cyber-attacks.
The IT transformation programmes will underpin our 
strategic plan and enhance our data security.
There is a rolling programme to retire servers across the 
Group and move to cloud solutions.
We monitor and log our network and systems and keep 
raising our people’s security awareness through our 
WPP Safer Data training and mock phishing attacks. 
Heightened focus on monitoring our network and systems 
and raising awareness of the potential for phishing and 
other cyber-attacks during the period of remote working 
and an increased focus on our control environment.
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PRINCIPAL RISK
POTENTIAL IMPACT
HOW IT IS MANAGED AND REFLECTED 
IN OUR STRATEGIC PRIORITIES
FINANCIAL RISKS
CREDIT RISK 
We are subject to credit risk 
through the default of a client 
or other counterparty.
We are generally paid in arrears for our services. Invoices are 
typically payable within 30 to 60 days.
We commit to media and production purchases on behalf of 
some of our clients as principal or agent depending on the client 
and market circumstances. If a client is unable to pay sums due, 
media and production companies may look to us to pay those 
amounts and there could be an adverse effect on our working 
capital and operating cash flow.
Evaluating and monitoring clients’ ongoing 
creditworthiness and in some cases requiring credit 
insurance or payments in advance.
We are working closely with our clients during this period 
of economic uncertainty to ensure timely payment for 
services in line with contractual commitments and with 
vendors to maintain the settlement flow on media.
Our treasury position and compliance with lending 
covenants is a recurring agenda item for the Audit 
Committee and Board.
Increased management processes to manage working 
capital and review cash outflows and receipts during 
the Covid-19 pandemic. 
INTERNAL CONTROLS 
Our performance could be 
adversely impacted if we 
failed to ensure adequate 
internal control procedures 
are in place.
We have identified material 
weaknesses in our internal 
control over financial 
reporting that, if not properly 
remediated, could adversely 
affect our results of 
operations, investor 
confidence in the Group and 
the market price of our ADSs 
and ordinary shares.
Failure to ensure that our businesses have robust control 
environments, or that the services we provide and trading 
activities within the Group are compliant with client obligations, 
could adversely impact client relationships and business volumes 
and revenues. 
As disclosed in our Form 20-F, in connection with the Group’s 
assessment of the effectiveness of internal control over financial 
reporting as of December 31, 2020, we identified material 
weaknesses in our internal control over financial reporting with 
respect to management’s review of the impairment assessment 
of intangible assets and goodwill (specifically the selection of 
appropriate discount rates for use in the impairment calculations, 
the determination of the appropriateness of the cash flow 
periods and associated discounting and determination of the 
assumptions in respect of working capital cash flows, in each 
case used in the impairment calculation); the design and 
implementation of internal controls to ensure that the complex 
accounting matters and judgements are assessed against the 
requirements of IFRS and to reflect changes in the applicable 
accounting standards and interpretations or changes in the 
underlying business on a timely basis; and our net investment 
hedging arrangements (specifically concerning the eligibility of 
hedging relationships under IFRS, the adequacy and maintenance 
of contemporaneous documentation of the application of hedge 
accounting, and the review of the impact of changes in internal 
financing structures on such hedging relationships). As a result 
of such material weaknesses, we concluded that our internal 
control over financial reporting was not effective. 
If remedial measures are insufficient to address the material 
weaknesses, or if additional material weaknesses in internal 
control are discovered or occur in the future, our ability to 
accurately record, process and report financial information and 
consequently, our ability to prepare financial statements within 
required time periods, could be adversely affected. In addition, 
the Group may be unable to maintain compliance with the 
federal securities laws and NYSE listing requirements regarding 
the timely filing of periodic reports. Any of the foregoing could 
cause investors to lose confidence in the reliability of our 
financial reporting, which could have a negative effect on the 
trading price of the Group’s ADSs and ordinary shares.
Transparency and contract compliance are embedded 
through the networks and reinforced by audits at a WPP 
and network level.
Regular monitoring of key performance indicators for 
trading are undertaken to identify trends and issues. 
An authorisation matrix on inventory trading is agreed 
with the Company and the Audit Committee.
A new controls function has been established in 2020 to 
review and enhance controls across the Group. We have 
issued renewed guidance to our businesses of the need 
to focus on controls through the period of remote 
working as a consequence of the Covid-19 pandemic. 
Management is committed to maintaining a strong internal 
control environment and remediating the identified 
material weaknesses in a timely manner, with appropriate 
oversight from our Audit Committee. We have made 
progress towards remediation and continue to implement 
our remediation plan. We have engaged an independent 
valuation specialist, on an on-going basis with oversight 
by management, to assist us as an integral part of the 
discount rate and cash flow determination process in the 
impairment assessment of intangible assets and goodwill. 
This has included such items as updating our discount 
determination methodology for a current market 
participant approach; enhancing the level of review 
and controls related to the selection of the variables 
underpinning the discount rate calculation, the discount 
rate methodology and annual refresh; and implementing 
additional validation controls and additional reviews of 
the selection of cash flow periods and net working 
capital assumptions. In the case of complex accounting 
matters and hedging arrangements, we are performing 
a comprehensive retrospective review of our controls 
and procedures and implementing enhanced periodic 
controls into our control framework and have engaged 
outside advisors with specialist expertise in the 
respective subject matter areas to assist with the 
performance of the comprehensive retrospective review.
WPP ANNUAL REPORT 2020
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PRINCIPAL RISK
POTENTIAL IMPACT
HOW IT IS MANAGED AND REFLECTED 
IN OUR STRATEGIC PRIORITIES
COMPLIANCE RISKS
DATA PRIVACY
We are subject to strict data 
protection and privacy 
legislation in the jurisdictions 
in which we operate and rely 
extensively on information 
technology systems. We 
store, transmit and rely on 
critical and sensitive data such 
as strategic plans, personally 
identifiable information and 
trade secrets:
	– Security of this type of data 
is exposed to escalating 
external threats that are 
increasing in sophistication, 
as well as internal data 
breaches.
	– Data transfers between 
our global operating 
companies, clients or 
vendors may be 
interrupted due to changes 
in law (eg EU adequacy 
decisions, CJEU Schrems II 
decision)
We may be subject to investigative or enforcement action 
or legal claims or incur fines, damages, or costs and client loss if 
we fail to adequately protect data or observe privacy legislation 
in every instance:
	– A system breakdown or intrusion could have a material 
adverse effect on our business, revenues, results of 
operations, financial condition or prospects 
	– Restrictions or limitations on international data transfers could 
have an adverse effect on our business and operations.
We develop principles on privacy and data protection 
and compliance with local laws. We also monitor 
pending changes to regulations and identify changes 
to our processes and policies that would need to be 
implemented. In the case of data transfers, we also 
identify alternative approaches, including using other 
permitted transfer mechanisms, in order to limit any 
potential disruption (eg SCCs instead of Privacy Shield 
following the CJEU Schrems II decision).
We implemented extensive training ahead of GDPR and 
CPPA implementation and the roll-out of toolkits to assist 
our people to prepare for implementation and will do 
the same as new legislation is adopted in other markets.
A Chief Privacy Officer and Data Protection Officer have 
been appointed at the Company and Data Protection 
Officers are in place at a number of our companies.
Our people must take Privacy & Data Security Awareness 
training and understand the WPP Data Code of Conduct 
and WPP policies on data privacy and security.
The Data Health Checker survey is performed annually to 
understand the scale and breadth of data we collect so 
the level of risk associated with this can be assessed.
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STRATEGIC REPORT

PRINCIPAL RISK
POTENTIAL IMPACT
HOW IT IS MANAGED AND REFLECTED 
IN OUR STRATEGIC PRIORITIES
COMPLIANCE RISKS
TAXATION
We may be subject to 
regulations restricting our 
activities or effecting changes 
in taxation.
 
Changes in local or international tax rules, for example, 
as a consequence of the financial support programmes 
implemented by governments during the Covid-19 pandemic, 
changes arising from the application of existing rules, or 
challenges by tax or competition authorities, may expose us 
to significant additional tax liabilities or impact the carrying 
value of our deferred tax assets, which would affect the future 
tax charge.
We actively monitor any proposed regulatory or 
statutory changes and consult with government 
agencies and regulatory bodies where possible on 
such proposed changes.
Annual briefings to the Audit Committee of significant 
changes in tax laws and their application and regular 
briefings to executive management. We engage advisors 
and legal counsel to obtain opinions on tax legislation 
and principles.
REGULATORY 
We are subject to strict 
anti-corruption, anti‑bribery 
and anti-trust legislation and 
enforcement in the countries 
in which we operate.
 
We operate in a number of markets where the corruption risk 
has been identified as high by groups such as Transparency 
International. Failure to comply or to create a culture opposed 
to corruption or failing to instil business practices that prevent 
corruption could expose us to civil and criminal sanctions.
Online and in-country ethics, anti-bribery, anti-corruption 
and anti-trust training on a Group-wide basis to raise 
awareness and seek compliance with our Code of 
Conduct and the Anti-Bribery & Corruption Policy. 
A continuously evolving business integrity function to 
ensure compliance with our codes and policies and 
remediation of any breaches of policy. 
Continuous communication of the Right to Speak 
confidential, independently operated helpline for our 
people and stakeholders to raise any potential breaches 
of our Code and policies, which are investigated and 
reported to the Audit Committee on a regular basis.
Due diligence on acquisitions and on selecting and 
appointing suppliers and restrictions on the use of 
third-party consultants in connection with any client 
pitches. Rolling programme of creating shared financial 
services in the markets in which we operate and the 
creation of a new controls function in 2020. 
Risk Committees are well established at WPP and across 
the networks to monitor risk and compliance through all 
of our businesses and the enhancement of our business 
integrity programme across our markets.
Gift and hospitality register and approvals process.
SANCTIONS
We are subject to the laws of 
the United States, the EU and 
other jurisdictions that impose 
sanctions and regulate the 
supply of services to certain 
countries.
 
Failure to comply with these laws could expose us to civil 
and criminal penalties including fines and the imposition of 
economic sanctions against us and reputational damage 
and withdrawal of banking facilities which could materially 
impact our results.
Online training to raise awareness and seek compliance 
and updates for our companies on any new sanctions. 
Regular briefings to the Audit Committee and constant 
monitoring by the WPP legal team with assistance from 
external advisors of the sanctions regimes.
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PRINCIPAL RISK
POTENTIAL IMPACT
HOW IT IS MANAGED AND REFLECTED 
IN OUR STRATEGIC PRIORITIES
EMERGING RISKS
Increased frequency of 
extreme weather and 
climate-related natural 
disasters.
 
This includes storms, flooding, wildfires and water and 
heat stress which can damage our buildings, jeopardise the 
safety of our people and significantly disrupt our operations. 
At present 10% of our headcount is located in countries at 
“extreme” risk from the physical impacts of climate change 
in the next 30 years.
Our strategy of co-locating our people in WPP 
Campuses is enabling us to centralise emergency 
preparedness procedures. It will also enable us to more 
efficiently deploy climate mitigation measures. We 
intend to integrate climate-related risk assessment into 
the technical due diligence suite that we follow when 
we invest in a new Campus building to help ensure that 
material, acute and chronic physical climate risks are 
considered in design and embedded into business 
continuity procedures.
Increased reputational risk 
associated with working on 
environmentally detrimental 
client briefs and/or 
misrepresenting 
environmental claims.
 
As consumer consciousness around climate change rises, 
our sector is seeing increased scrutiny of our role in driving 
unsustainable consumption. Our clients seek expert partners 
who can give recommendations that take into account 
stakeholder concerns around climate change.
Additionally, WPP serves some clients whose business models 
are under increased scrutiny, for example oil and gas companies 
or associated industry groups who are not actively decarbonising. 
This creates both a reputational and related financial risk for WPP 
if we are not rigorous in our content standards as we grow our 
sustainability-related services.
Our climate crisis training will ensure that our people 
recognise the importance of our sector’s role in 
addressing the climate crisis. It will be part of a broader 
sustainability training programme which we will run in 
multiple markets with localised content in key regions. 
We are also developing internal tools to help our 
people identify environmentally harmful briefs. These 
tools will embed climate-related issues within existing 
content-review procedures across the organisation. 
The misrepresentation of environmental issues is 
governed by our Code of Conduct. We are also 
reviewing our policies to reduce the risk that any 
client brief undermines the implementation of the 
Paris Agreement.
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
STRATEGIC REPORT 
O
n one subject, at least, 
all commentators are 
agreed. This last year has 
called for an unprecedented 
degree of re‑examination. (And an 
unprecedented use of the word 
unprecedented.) Nothing can be 
taken comfortably for granted; just 
about everything needs to be pulled 
up by its roots, interrogated and 
tested for its inherent worth. And that 
is certainly true for The Brand.
It’s easy to forget that a common 
understanding of the nature of brands is 
relatively recent. Sixty years ago, the word 
brand meant nothing more than a product 
with a name attached and it was applied 
almost exclusively to household goods. 
Washing powders were the archetypal 
brands. When the new discipline of account 
planning was introduced in advertising 
agencies, the name Brand Planning was 
rejected as being too restrictive. Banks, 
retailers and venerable institutions would 
certainly not have seen themselves as brands 
– and would have been deeply affronted had 
any agency been insensitive enough to 
suggest that they were.
FUNCTION AND REPUTATION
Products were evaluated and promoted 
almost entirely on function. When the UK 
Consumers’ Association introduced product 
testing, there was a brief flurry of concern 
in the advertising community that the CA’s 
well-publicised Best Buy rankings could 
make advertising redundant. Had an 
understanding of the nature of brands 
been more widespread, the theory of the 
Unique Selling Proposition could never 
have achieved its pernicious popularity. By 
encouraging companies to identify – or more 
often to confect – some functional product 
distinction, and to trumpet that distinction 
verbally and repetitively, USP practitioners 
inflicted on a luckless public some of the most 
insensitive advertising ever perpetrated. 
Only the fortuitous fact that simple name 
registration has a commercial value saved 
USP-inspired advertising from being not 
just sub-optimal but actually damaging to 
its subjects.
	  NOW IS THE TIME FOR  
 BRANDS TO MAKE UP  
 FOR LOST TIME. 
BY JEREMY BULLMORE
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JEREMY BULLMORE’S ESSAY
What inhibited the understanding of brands 
– and still makes any meaningful discussion 
of brands a bit of a minefield – is language. 
We struggle to find words to describe what 
is essentially a set of beliefs and feelings in 
other people’s heads. As with humans, 
products have reputations. This is their 
Brand Image. But while their function may 
be susceptible to objective analysis, their 
reputation is not, because one of the key 
factors affecting the image of a brand is 
the composition of the individual mind 
entertaining that image; and no two minds 
are identical. If a thousand people hold an 
opinion of the same object or person, 
they will hold a thousand subtly different 
opinions. It’s true that there can exist what 
has been called a consensus of subjectivity, 
where millions of different minds working 
independently construct very similar 
images of the same object; but it should 
never be forgotten that a brand’s image – 
whose very existence defines the difference 
between a brand and a mere product – is an 
elusive, subjective Non-Thing. This much we 
have learned.
We have also learned of the immense 
commercial value of a strong brand 
reputation. We know beyond doubt that 
a strong brand is more resistant to 
competition; is less dependent on price 
promotions to maintain volume sales; and is 
as secure a certainty of future profit as is 
possible in any organic, competitive market. 
At much the same time, we have begun to 
understand the contribution that advertising 
can make to the reputation of brands.
People construct their feelings about a brand, 
automatically and unconsciously, as a result 
of every encounter, actual or remote, that 
they have with that brand. Function remains 
central. For a brand to deliver satisfaction 
at an acceptable price is an entry-level 
requirement – but that’s just the beginning. 
An almost limitless number of brand 
encounters can have some small but 
significant effect on a person’s perception 
of a brand, from whether or not their mother 
used the brand to an unfavourable news 
item about the company that makes it. 
Advertising is an obvious contributor to 
brand reputation – but if a brand is to enjoy 
the greatest return on its advertising, it has 
to be advertising of a certain style; the 
specific style of that specific brand.
When mass manufacturing and mass media 
first made advertising necessary, it was 
known as “salesmanship in print”. Its job 
was to get as close to an actual sale as was 
possible. You featured a new range of socks 
in your local newspaper and expected them 
to sell out the following day. Today, this 
immediate role for advertising, “brand 
activation”, is largely provided by online 
platforms. The new media are flexible, 
personal and accountable. Their success has 
been earned through demonstrable delivery. 
They are today’s direct salesmen – but it 
should never be forgotten that they work 
most efficiently when the brands that they 
feature are already well-known and are 
already thought to be desirable.
THE VALUE OF FAMILIARITY
Of all the properties that a strong brand 
needs, simple familiarity must top the list. 
You’re in a strange city, struck down by a 
minor ailment and the pharmacist doesn’t 
speak your language. Then, on a shelf behind 
her, you spot the very same bottle you keep 
in your bathroom at home. Strange 
circumstances highlight the value of brand 
familiarity; and we’ve been experiencing 
many strange circumstances in recent 
months. So people can feel possessive about 
their brands – particularly repeat-purchase 
brands. Just as they talk about “my pub”, or 
“my football club”, so they feel about their 
favoured brands. Familiarity implies trust, 
reassurance – even affection.
Familiarity is acquired and maintained 
directly through experience and remotely 
through communications. The word 
“maintained” is important: familiarity can 
never achieve permanent status. When 
direct contact becomes less frequent or 
disappears altogether, familiarity fades. 
And as any publicist will confirm, once 
a client ceases to be in the public eye, 
demand for that client will dwindle – 
as will the size of any suggested fee.
TIME TO REPAIR
The planet’s response to the coronavirus 
has changed the behaviour of the planet’s 
population to a degree never before 
experienced. (Yes: it’s been unprecedented.) 
Habits have been broken because they’ve 
had to be broken. Links between people and 
things have been weakened – and in many 
cases lost altogether. Some brands, in the 
right place at the right time, have benefited 
mightily. Others have suffered helplessly, 
their familiarity fading fast.
For many brands, the year 2021 will need 
to be a year of repair; a year where 
communications are called upon to help 
compensate for the absence of direct 
experience. It will demand creative 
excellence of the highest order; 
communications that are so true to the 
personality of the brand that they come 
close to being its proxy.
Jeremy Bullmore is a former Chairman of 
J. Walter Thompson London. He has also 
been a Non-Executive Director of WPP and 
a member of its Advisory Board. He has 
been described by Campaign magazine 
as “quite possibly the most admired man 
in advertising” and “Adland’s greatest 
philosopher.” Marketing magazine simply 
observed: “When Mr Bullmore speaks, 
the world listens.”
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STRATEGIC REPORT 
THE ERICSSON  
 EFFECT
AGENCY
SUPERUNION LONDON
CLIENT
ERICSSON
Ericsson, the global telecoms giant, 
is a pioneer of technology that connects 
people, places and things, enabling 
transformation on an industrial scale: 
from autonomous agriculture and smart 
cities to driverless cars.
The growth potential of its pioneering 
technology is limitless. By 2050 there 
will be three times as many connected 
devices as people on this planet. 
24 billion intelligent things.
But scale does not equal familiarity. 
Through stakeholder interviews, 
creative workshops and market research, 
Superunion found that the digitalisation 
of industries remained misunderstood, 
tangled in cold, technical language and 
intangible visual references. 
So they helped Ericsson fix that, by 
putting its unmistakeable identity on 
an invisible technology, and conveying 
the beauty and potential of connected 
devices in a voice that could resonate 
with many different audiences. 
For the visual expression, the Ericsson 
icon was placed at the heart of a series 
of idents, conjuring a positive vision of 
the future for different industries and 
global environments. This innovative 
application of the brand shone a spotlight 
on the positive impact of technology, 
and its ability to transform the world for 
the better – which Superunion named 
“The Ericsson Effect”.
24bn 
connected 
devices by 2050
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STRATEGIC REPORT
105
WPP ANNUAL REPORT 2020


CORPORATE GOVERNANCE
WPP ANNUAL REPORT 2020
106


 
CORPORATE 
GOVERNANCE
Chairman’s letter
108 
Our Board
112 
Our Executive Committee
115
How our Board engages
117 
Division of responsibilities
120
Board activities
122 
Composition, succession and evaluation
123 
Nomination and Governance  
Committee report
126 
Audit Committee report
128 
Sustainability Committee report
133 
Compensation Committee report
134 
107
WPP ANNUAL REPORT 2020


CORPORATE GOVERNANCE
An early decision was made to put in place 
a global policy of managed remote working, 
and the Company significantly increased its 
investment in wellbeing resources and 
initiatives for employees.
A comprehensive programme of internal 
communications and engagement ensured a 
regular flow of information from the centre of 
WPP – where the global strategic decisions 
were made – as well as from the agencies 
that employ our people directly. Our CEO 
Mark Read hosted 28 virtual townhalls during 
the year, providing the opportunity for 
people to ask questions and raise issues, 
and the Company to take the pulse of the 
organisation.
Our people and agencies put their skills to 
work to help combat the virus, creating and 
delivering public awareness campaigns 
advocating good hygiene and social 
distancing, and – more recently – supporting 
the roll-out of vaccines. 
Throughout the year, the Board was provided 
with regular updates on the impact of the 
pandemic on the Company’s people and 
performance. As Mark notes in his statement, 
that performance exceeded the expectations 
of the market, as WPP demonstrated its 
great resilience.
STRATEGIC PROGRESS
Covid-19 has only increased the pace of the 
changes already happening in the sectors in 
which WPP operates, not least the growth 
of digital advertising and ecommerce. 
The leadership team responded by 
accelerating the existing strategy with, for 
example, the further simplification of the 
Company and strengthening of its agency 
brands through the creation of AKQA Group, 
VMLY&R Commerce and Finsbury Glover 
Hering announced during 2020.
In 2020 WPP was tested in ways that no-one 
could have predicted. The fundamental 
strength of the Company, the actions taken 
by leadership – both in prior years and in 
response to the pandemic – and the 
incredible efforts of our people helped it 
to pass that test.
As Covid-19 began to wreak havoc around 
the world, the executive team, with the full 
backing of the Board, acted swiftly to 
protect the business and its employees 
through a range of financial measures and 
operational decisions.
To secure the Company’s position, the share 
buyback scheme and 2019 final dividend were 
suspended, costs were reduced substantially 
and leaders – including the Board and 
Executive Committee – volunteered to give 
up a portion of their salaries and fees.
CHAIRMAN’S  
LETTER
“THAT WPP HAS CONTINUED 
TO OPERATE SO WELL IN 
2020 DESPITE WIDESPREAD 
LOCKDOWN-ENFORCED 
REMOTE WORKING REMINDS 
US THAT WE ARE A TRUE 
PEOPLE COMPANY.”
WPP ANNUAL REPORT 2020
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
 CORPORATE GOVERNANCE
CHAIRMAN’S LETTER
Tom is a technology entrepreneur and 
educational philanthropist. He is the 
founder and CEO of AIM-listed Crossword 
Cybersecurity Plc, and has launched several 
other technology start-ups. During his 
30-year career in the UK technology sector 
he has held senior leadership roles in 
organisations including Callcredit 
Information Group and Egg Banking plc. 
Tom is also a Non-Executive Director of the 
BBC. He sits on the Audit Committee, the 
Nomination and Governance Committee 
and the Compensation Committee of WPP.
Dr. Zhang is a world-renowned technologist, 
scientist and entrepreneur, who served as 
President of Baidu Inc, the global internet 
services and AI company headquartered in 
Beijing, between 2014 and 2019. In this role, 
he oversaw the company’s overall 
technologies, emerging businesses and 
global operations, and helped the company 
to push new frontiers including cloud 
computing, autonomous driving, quantum 
computing, and AI/machine learning systems.
Prior to Baidu, Dr. Zhang held various senior 
positions during a 16-year tenure with 
Microsoft, both in the United States and 
in China.
I am pleased to confirm that, as at the date 
of this report, we exceeded both diversity 
targets set by the Hampton-Alexander and 
Parker reports on gender and ethnic diversity. 
Women represented 43% of the Board and 
three directors are from an ethnic minority 
background. Our ambition for Board gender 
diversity is to reach parity. 
Today we have a strong Board and executive 
team, but we must, of course, continue to 
look to the future. Succession planning, both 
for the Board and senior management roles, 
was overseen by the Nomination and 
Governance Committee and by the Board.
Alongside Board membership we have 
also continuously reviewed the governance 
architecture of the Board’s committees 
and made changes to their composition 
accordingly. The reports from our committee 
chairs can be found on the pages that follow.
And finally, as part of our ongoing 
assessment of Board effectiveness, our 
Senior Independent Director, Nicole 
Seligman, carried out a Board evaluation 
exercise considering the performance of the 
Board and its committees, the results of 
which are set out on page 125. I am pleased 
to report that the evaluation concluded that 
the Board and its committees continue to 
operate effectively.
ENGAGING OUR STAKEHOLDERS
To succeed in an open and interconnected 
world, organisations need to demonstrate 
their value to all stakeholders, to operate by 
the principles of sustainable and responsible 
business at all times, and to be seen to do so. 
The Board conducted deep-dives on a range 
of environmental, social and corporate 
governance (ESG) matters during 2020, from 
the mitigation of the Company’s climate 
impacts to a full review of its sustainability 
strategy and statement of purpose.
The Board approved the change of the 
Company’s purpose to include explicit 
reference to the planet. Reflecting this 
change, the leadership team committed 
WPP to achieving net zero carbon emissions 
across its value chain by 2030, supported by 
science-based targets. 
In December a very well-received Capital 
Markets Day laid out the next phase of the 
Company’s strategy for growth, plans for 
capital allocation and new medium-term 
financial targets, including the announcement 
of a new dividend policy. Starting from the 
current year, we intend to grow the dividend 
annually and to pay out approximately 40% 
of headline earnings per share.
The Board held a Strategy Day with the 
executive team in advance of the Capital 
Markets Day to consider the strategy and 
to align around the vision and future 
prospects of the Company over the next 
three to five years. 
Throughout the year we also received 
presentations from the leaders of WPP’s 
agencies on their work to support WPP’s 
wider strategy, providing an opportunity for 
the Board to see the strength of alignment 
across the Company.
BOARD COMPOSITION AND 
EFFECTIVENESS
To ensure the Board has the necessary 
skills, experience and diversity to effectively 
support and review the Company’s strategic 
progress, we have continued our proactive 
review of its non-executive membership.
During 2020 we announced the 
appointment of three new Board members: 
Angela Ahrendts DBE, Tom Ilube CBE and 
Dr. Ya-Qin Zhang.
Angela was Senior Vice President, Retail at 
Apple, Inc. from May 2014 until April 2019, 
where she oversaw the company’s global 
retail operations and the integration of its 
physical and digital businesses. She joined 
Apple from Burberry, where she was CEO 
from 2006 to 2014, and led the company 
through a period of global growth based 
on the adoption of new technologies, 
the launch of new product lines and the 
expansion of retail operations into new 
markets. Angela has joined our 
Sustainability Committee.
109
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CORPORATE GOVERNANCE CHAIRMAN’S LETTER
Exceptional people are not only our 
greatest asset but the key to our future 
growth. WPP has made great strides over 
the last two-and-a-half years in building a 
culture of openness, tolerance and respect 
throughout the organisation. 
As well as being self-evidently the right thing 
to do, this is a prerequisite for success when 
success relies upon the ability to attract and 
retain the very best, in an organisation that 
welcomes and supports everyone equally.
The leadership team has placed diversity, 
equity and inclusion at the heart of the 
Company’s strategy, and the Board tracks 
progress in this area just as closely as it does 
financial performance metrics.
From 2021 that progress will also be reported 
internally to all employees on a quarterly 
basis, so that it is clear to everyone how we 
are doing, and where we need to do better. 
The Company will also continue to provide a 
variety of ways for our people to make their 
voices heard.
That internal dialogue is vital because 
WPP’s performance is simply a reflection 
of the collective effort and dedication of 
the many thousands of people within our 
organisation. As always, the Board’s thanks 
go to all of them.  
 
 
 
Roberto Quarta  
Chairman
29 April 2021
Understanding how WPP’s activities impact 
our various stakeholder groups and taking 
their views and interests into account when 
making decisions is one of the Board’s most 
important responsibilities. 
During 2020 the Board oversaw an investor 
perception study to provide a detailed 
analysis of how investors view the Company, 
its investment proposition and future 
prospects. In addition, we reviewed the 
results of the Company’s first ever cross-
agency employee survey and received 
updates on WPP’s client satisfaction scores.
Both the Chair of the Compensation 
Committee and I also conducted extensive 
consultations with investors to discuss 
targets for the performance measures in the 
2020 Executive Performance Share Plan.
MANAGING RISKS
To safeguard our business and our people, 
along with the interests of our shareholders 
and wider stakeholder groups, the Board 
constantly identifies, monitors and analyses 
the risks facing the Company and the 
markets in which it operates. 
During the year the Board conducted a 
thorough assessment of WPP’s principal risks 
and uncertainties, as well as strategic risk 
reviews focused on areas including cyber 
and information security.
Our risk governance framework is set out 
on page 90 of this report.
OUR PEOPLE
The fact that WPP has continued to operate 
so well in 2020 despite widespread 
lockdown-enforced remote working reminds 
us that we are a true “people company”. 
Their talent, expertise and commitment, and 
the technology to connect to one another, 
were all our people needed to continue 
delivering results for our clients. 
WPP ANNUAL REPORT 2020
110


CORPORATE GOVERNANCE
GOVERNANCE  
AT A GLANCE
46%
female 
representation 
on the Board as at  
31 December  
2021
Exceeded Parker 
Review diversity 
target
Launched new 
sustainability 
strategy
10th
in the FTSE 100 
2020 Hampton-
Alexander 
Review
Full compliance 
with provisions 
of the Code 
3 
new NED 
appointments 
announced in 2020
COMPLIANCE WITH THE CODE
During the year ended 31 December 2020, we applied the principles of good 
governance contained in the 2018 UK Corporate Governance Code (the “Code”) 
and have been compliant with its provisions. The table below shows where 
shareholders can find further information on how the Company has complied 
with the Code. The Company’s American Depositary Shares are listed on the 
New York Stock Exchange (NYSE) and we are therefore subject to the rules of 
the NYSE as well as to the US securities laws and the rules of the Securities and 
Exchange Commission (SEC) applicable to foreign private issuers. As the 
Company follows UK corporate governance standards, differences from the 
NYSE governance standards are summarised in the Company’s Form 20-F filing.
1. BOARD LEADERSHIP AND COMPANY PURPOSE
READ MORE
	– Long-term value and sustainability
	– Culture
	– Shareholder and other stakeholder engagement
	– Conflicts of interest
Page 122
Page 122
Page 117
Page 127
2. DIVISION OF RESPONSIBILITIES
	– Role of the Chairman and Chief Executive Officer
	– Non-Executive Directors
Page 120
Page 120
3. COMPOSITION, SUCCESSION AND EVALUATION
	– Appointment and succession planning
	– Skills and experience
	– Evaluation
	– Diversity
Page 126
Page 123
Page 125
Page 124
4. AUDIT, RISK AND INTERNAL CONTROL
	– Integrity of Financial Statements
	– Fair, balanced and understandable
	– Internal controls and risk management
	– External auditor
	– Principal and emerging risks
Page 129
Page 129
Page 130
Page 131
Pages 95-101
5. REMUNERATION
	– Policies and practices
	– Alignment with purpose, values and long-term strategy
	– Independent judgement and discretion
Pages 134-154
Pages 134-154
Pages 134-154
HIGHLIGHTS
111
WPP ANNUAL REPORT 2020


CORPORATE GOVERNANCE
OUR BOARD
ROBERTO QUARTA
CHAIRMAN
Appointed: 1 January 2015  
(Chairman 9 June 2015) 
 
  
Nationality: Italian and American
Skills and experience:
Roberto has extensive and diverse 
experience in corporate governance 
and global commerce having served 
on the boards of a number of UK and 
international companies. His career 
in private equity brings valuable 
experience to WPP, particularly when 
evaluating acquisitions and new 
business opportunities.
He is Chairman of Smith & Nephew plc, 
a Partner of Clayton, Dubilier & Rice and 
Chairman of Clayton, Dubilier & Rice 
Europe. Previously he was Chief 
Executive and then Chairman of BBA 
Group plc, Chairman of Rexel SA, 
Chairman of IMI plc and a Non-Executive 
Director at BAE Systems plc, Equant NV, 
Foster Wheeler AG and PowerGen plc.
External appointments: 
Chairman, Smith & Nephew; Partner, 
Clayton, Dubilier & Rice; Chairman, 
Clayton, Dubilier & Rice Europe.
MARK READ
CHIEF EXECUTIVE OFFICER
Appointed: 3 September 2018 
Nationality: British
 
Skills and experience:
Mark has a deep understanding of the 
industry having held multiple leadership 
positions at WPP since he joined in 1989. 
As Head of Strategy and then CEO of 
WPP Digital he was responsible for 
WPP’s first moves into technology. 
In 2015, he became Global CEO of 
Wunderman, which he transformed into 
one of the world’s leading creative, data 
and technology agencies. Earlier in his 
career, he co-founded internet start-up 
WebRewards and specialised in media 
and marketing as a principal at consultancy 
Booz Allen Hamilton. Mark was voted 
the industry’s Most Influential Person of 
2019 in Econsultancy’s Top 100 Digital 
Agencies report and was recognised 
as a HERoes Champion of Women in 
Business in 2018, 2019 and 2020.
Mark has an MBA from INSEAD and an 
Economics degree from Trinity College, 
University of Cambridge, and was a 
Henry Fellow at Harvard University.
External appointments: 
Chairman of the Natural History Museum 
Digital Council.
THE FOLLOWING DIRECTORS 
RETIRED FROM THE BOARD 
DURING THE YEAR:
Sir John Hood – retired on  
10 June 2020
Daniela Riccardi – retired on  
10 June 2020
Paul Richardson – retired on  
1 May 2020
Solomon (Sol) Trujillo – retired  
on 10 June 2020
 
COMMITTEE  
MEMBERSHIP KEY
	 Audit 
	 Compensation 
	 Nomination and Governance 
	 Sustainability 
	 Committee Chairman
JOHN ROGERS
CHIEF FINANCIAL OFFICER
Appointed: 3 February 2020, 
Chief Financial Officer from 1 May 2020  
Nationality: British
Skills and experience:
John has extensive finance, strategy, 
digital, property and retail experience. 
He joined WPP from J Sainsbury plc 
where he was Chief Executive Officer of 
Sainsbury’s Argos. John was previously 
the Chief Financial Officer of J Sainsbury 
plc, responsible for business strategy, 
new business development, Sainsbury’s 
Online and Sainsbury’s Bank, in addition 
to its core finance functions.
John is a member of The Prince’s 
Advisory Council for Accounting for 
Sustainability. He also sits on the Retail 
Sector Council, which acts as a point 
of liaison between the UK Government 
and retail sector.
External appointments:  
Non-Executive Director and Chair of the 
Audit Committee, Travis Perkins plc; 
Member, The Prince’s Advisory Council 
for Accounting for Sustainability; 
Member, Retail Sector Council.
NICOLE SELIGMAN
SENIOR INDEPENDENT DIRECTOR,  
NON-EXECUTIVE DIRECTOR
Appointed: 1 January 2014 
 
  
Nationality: American
Skills and experience:
Nicole is a global business leader and 
an internationally recognised lawyer. 
She brings to the Board analytical skills, 
in-depth knowledge of public 
company corporate governance and 
a comprehensive understanding of 
media and business issues. Nicole 
was previously President of Sony 
Entertainment, Inc. and global General 
Counsel for Sony Corporation. Prior to 
that, as a partner at law firm Williams & 
Connolly, Nicole represented key public 
figures and major media and other 
companies in complex litigation. 
She is a Magna Cum Laude graduate 
of both Harvard College and Harvard 
Law School. 
External appointments:  
Non-Executive Director, ViacomCBS 
Inc.; Non-Executive Director, MeiraGTx 
Holdings plc; Non-Executive Director, 
Far Peak Acquisition Corporation.
NON-EXECUTIVE 
DIRECTOR TENURE AS 
AT 31 DECEMBER 2020
•	0-3 years 6
•	3-6 years 1
•	6-9 years 4
•	9+ years 0
GENDER AS AT 
31 DECEMBER 2020
•	Male 7
•	Female 6
INDEPENDENT NON-EXECUTIVE 
DIRECTOR
WPP ANNUAL REPORT 2020
112

CORPORATE GOVERNANCE

CINDY ROSE OBE
NON-EXECUTIVE DIRECTOR
Appointed: 1 April 2019 
 
  
Nationality: British and American
Skills and experience:
Cindy has extensive experience as a 
leader in the technology and media 
sectors and a deep understanding of 
the role of technology in business 
transformation. She was appointed 
President of Microsoft Western Europe 
in October 2020, prior to which she 
was Microsoft UK CEO from 2016. She 
previously held roles as Managing 
Director of the UK consumer division 
at Vodafone and as Executive Director 
of Digital Entertainment at Virgin Media. 
She also spent 15 years at The Walt 
Disney Company, ultimately as Senior 
Vice President & Managing Director of 
Disney Interactive Media Group. 
Cindy is a graduate of Columbia 
University and New York Law School.
External appointments: 
President, Microsoft Western Europe; 
Member of the advisory board of 
Imperial College Business School in 
London; Member of the advisory board 
of McLaren.
JACQUES AIGRAIN
NON-EXECUTIVE DIRECTOR
Appointed: 13 May 2013 
 
  
Nationality: Swiss and French
Skills and experience:
Jacques has extensive business, 
corporate finance and governance 
expertise. He was a Senior Advisor at 
Warburg Pincus LLP from 2001 to 2009.
Jacques was a member of the Executive 
Committee of Swiss Re AG and CEO 
from 2006. Prior to Swiss Re, he spent 
20 years with JPMorgan Chase. Jacques 
was previously Chairman of LCH 
Clearnet Group Ltd from 2010, a 
Director of the Qatar Financial Centre 
Authority and a Supervisory Board 
Member of Lufthansa AG and Swiss 
International Airlines AG. 
He holds a PhD in Economics from 
Sorbonne University and an MA in 
Economics from Paris Dauphine 
University.
External appointments: 
Chairman, LyondellBasell NV; 
Non-Executive Director, London Stock 
Exchange Group plc; Chairman, Singular 
SAU (private company); Chairman, 
ACUTRONIC Holding AG (private 
company); Non-Executive Director, 
Clearwater Analytics (private company).
SANDRINE DUFOUR
NON-EXECUTIVE DIRECTOR
Appointed: 3 February 2020 
 
  
Nationality: French
Skills and experience:
Sandrine brings substantial financial 
expertise gained in global companies 
and strong strategic capability to the 
Board. She has executive leadership 
experience in the telecommunications, 
entertainment and media industries and 
an enthusiasm for cultural, technological 
and business transformation. Sandrine 
is currently Chief Financial Officer of 
UCB, a global pharmaceutical company. 
Previously she was CFO of Proximus. 
She held a number of leadership roles 
at Vivendi, in France and in the United 
States, across its entertainment and 
telecommunications business. 
Sandrine began her career as a financial 
analyst at BNP and then Credit Agricole 
in the telecoms sector. She has held 
other non-executive director roles, 
most recently at Solocal Group. 
External appointments:  
Chief Financial Officer, UCB.
TAREK FARAHAT
NON-EXECUTIVE DIRECTOR
Appointed: 11 October 2016 
  
Nationality: Brazilian and Egyptian
Skills and experience:
Tarek has extensive leadership and 
brand-building experience gained in 
leading businesses in the Americas, 
Europe, Middle East and Africa. He 
worked for Procter & Gamble for over 
26 years, his last position as President 
of Procter & Gamble Latin America and 
member of the Global Leadership 
Council. Tarek was previously Chairman 
of the board of JBS S.A. and a board 
member of Pilgrim’s Pride Corporation 
and Alpargatas. Tarek is currently a 
strategic advisor, consultant and 
partner for companies in the consumer 
goods, Fintec and healthcare sectors. 
Tarek is a graduate of the American 
University in Cairo, Faculty of 
Commerce and Finance.
External appointments: 
None.
ANGELA AHRENDTS DBE
NON-EXECUTIVE DIRECTOR
Appointed: 1 July 2020 
 
Nationality: British and American
Skills and experience: 
Angela brings expertise as a leader of 
creative and technology-driven global 
businesses. From 2014 until 2019, she 
was Senior Vice President, Retail at 
Apple, Inc., where she integrated and 
redesigned the physical and digital 
global consumer experience. Angela 
was CEO of Burberry from 2006 to 2014, 
where she repositioned the brand as 
a luxury high-growth company and 
created the Burberry Foundation. Prior 
to Burberry, Angela was Executive Vice 
President at Liz Claiborne, Inc. and 
President of Donna Karan International, 
Inc. Angela was a member of the UK 
Prime Minister’s Business Advisory 
Council from 2010 to 2015.
External appointments:  
Non-Executive Director, Ralph Lauren 
Corporation and Airbnb, Inc.; Chair of 
Save the Children International; 
Non-Executive Director, Charity: Water 
and The HOW Institute for Society; 
member of the Global Leadership 
Council of the Oxford University Saïd 
Business School and BritishAmerican 
Business International Advisory Board.
TOM ILUBE CBE
NON-EXECUTIVE DIRECTOR
Appointed: 5 October 2020 
 
 
  
Nationality: British
Skills and experience:
Tom brings a wealth of expertise 
as a technology entrepreneur. He is 
the founder and CEO of Crossword 
Cybersecurity Plc. From 2010 to 2014, 
Tom was Managing Director of Consumer 
Markets at Callcredit Information Group. 
Prior to Callcredit, Tom founded and 
was CEO of Garlik, a venture capital-
backed identity protection company. 
His 30-year career in the UK technology 
sector includes roles at Egg Banking plc, 
PricewaterhouseCoopers, Goldman 
Sachs and the London Stock Exchange.
He was made a Doctor of Science (Honoris 
Causa) by City, University of London, an 
Honorary Doctor of Technology by the 
University of Wolverhampton, an Honorary 
Fellow of Jesus College, Oxford and an 
Advisory Fellow at St Anne’s College. In 
2017 Tom topped the Powerlist ranking 
of the most influential people of African 
or African Caribbean heritage in the UK. 
External appointments:  
Founder and CEO, Crossword 
Cybersecurity plc; Non-Executive 
Director, BBC; Chair, Deathio Ltd; Founder 
and Chair, African Gifted Foundation.
OUR BOARD
INDEPENDENT NON-EXECUTIVE DIRECTORS
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
CORPORATE GOVERNANCE OUR BOARD
SALLY SUSMAN
NON-EXECUTIVE DIRECTOR
Appointed: 13 May 2013 
 
 
Nationality: American
Skills and experience:
Sally brings expertise in 
communications, public affairs, 
governance and strategy. She is 
Executive Vice President, Chief 
Corporate Affairs Officer for Pfizer 
and also heads Pfizer’s corporate 
responsibility group. Before joining 
Pfizer in 2007, Sally was Executive Vice 
President of Global Communications at 
Estée Lauder, where she directed global 
corporate affairs strategy and served as 
a member of the Executive Committee. 
She previously held several senior 
corporate affairs posts at American 
Express, in both London and the United 
States. She started her career in 
government service where positions 
included Deputy Assistant Secretary 
for Legislative and Intergovernmental 
Affairs in the U.S. Department of 
Commerce.
Sally has a BA in Government from 
Connecticut College and has studied 
at the London School of Economics.
External appointments: 
Executive Vice President, Chief 
Corporate Affairs Officer, Pfizer; Co-Chair, 
International Rescue Committee.
KEITH WEED CBE
NON-EXECUTIVE DIRECTOR
Appointed: 1 November 2019 
  
Nationality: British
Skills and experience:
Keith has a wealth of experience as a 
marketing and digital leader and an 
understanding of the ways in which 
technology is transforming businesses. 
From 2010 to 2019, Keith was Chief 
Marketing and Communications Officer 
at Unilever, a role that included creating 
and leading Unilever’s sustainability 
programme. Keith was named the 
World’s Most Influential Chief Marketing 
Officer by Forbes in 2017, 2018 and 2019, 
and Global Marketer of the Year 2017 by 
the World Federation of Advertisers. 
He received The Drum’s Lifetime 
Achievement Award in 2018 and was 
inducted into the Marketing Hall of 
Fame in 2019. Keith is a Non-Executive 
Director of J Sainsbury plc.
External appointments:  
Non-Executive Director, J Sainsbury plc; 
Trustee Director of Business in the 
Community; Board Trustee Grange Park 
Opera; President of the UK Advertising 
Association; President of the Royal 
Horticultural Society.
JASMINE WHITBREAD
NON-EXECUTIVE DIRECTOR
Appointed: 1 September 2019 
 
 
Nationality: British and Swiss
Skills and experience:
Jasmine’s experience spans marketing, 
technology, finance, media, 
telecommunications, and not-for-profit 
organisations, and she brings this 
breadth of perspective and knowledge 
of many of WPP’s client sectors.
Jasmine began her career in marketing 
in the technology sector, including with 
Thomson Financial in the US. After 
completing the Stanford Executive 
Program, Jasmine went on to hold 
leadership roles with Oxfam and Save 
the Children, starting in 1999 in West 
Africa and, from 2010-15, as the first 
Chief Executive of Save the Children 
International.
Jasmine was a Non-Executive Director 
of BT Group plc from 2011 to 2019 and 
Chief Executive Officer of London First 
from 2016 until March 2021.
External appointments:  
Chair of the Board, Travis Perkins plc 
effective 31 March 2021; Non-Executive 
Director, Standard Chartered plc; 
Advisor to the Ethics Committee, 
Compagnie Financière Richemont SA; 
Visiting Fellow, Oxford University.
BALBIR KELLY-BISLA
COMPANY SECRETARY
Appointed: 27 April 2020 
Skills and experience:
Balbir has significant governance 
experience across various roles, most 
recently as Company Secretary of 
William Hill plc. Prior to joining William 
Hill, Balbir was Director of Investor 
Relations at GlaxoSmithKline plc (GSK), 
leading on engagement with 
ESG‑focused investors, and before 
that held company secretarial roles 
at GSK, Lastminute.com, Royal & Sun 
Alliance and Segro plc.
COMPANY SECRETARY
DR. YA-QIN ZHANG
NON-EXECUTIVE DIRECTOR
Appointed: 1 January 2021 
Nationality: Chinese
Skills and experience:
Ya-Qin is a world-renowned 
technologist, scientist and entrepreneur 
with a particular understanding of the 
changing consumer technology landscape 
in China. He was President of Baidu Inc., 
the global internet services and AI 
company headquartered in Beijing, 
between 2014 and 2019. Prior to joining 
Baidu, he held several positions during 
his 16-year tenure at Microsoft, both in 
the United States and China, including 
Corporate Vice President and Chairman 
of Microsoft China. Ya-Qin is currently 
a Non-Executive Director of Fortescue 
Metals Group, AsiaInfo Technologies 
Limited and ChinaSoft International 
Limited. He is also Chair Professor of 
AI Science at Tsinghua University and 
the founding Dean of the Institute for AI 
Industry Research at the same university.
External appointments:  
Non-Executive Director of Fortescue 
Metals Group, AsiaInfo Technologies 
Limited and ChinaSoft International 
Limited; Chair Professor of AI Science at 
Tsinghua University and the founding 
Dean of the Institute for AI Industry 
Research at the same university; Fellow, 
American Academy of Arts and Sciences.
DIRECTOR APPOINTMENT 
SINCE YEAR-END
INDEPENDENT NON-EXECUTIVE DIRECTORS
WPP ANNUAL REPORT 2020
114


CORPORATE GOVERNANCE
OUR EXECUTIVE COMMITTEE
The Executive Committee of WPP is responsible for 
leading the Company and executing its strategy.  
Its members lead WPP’s largest operating companies  
and central corporate functions.
MARK READ
CHIEF EXECUTIVE OFFICER
Biography can be found on page 112.
JACQUI CANNEY
CHIEF PEOPLE OFFICER 
Jacqui joined WPP in 2019 from 
Walmart, where she served as Chief 
People Officer, having previously worked 
at Accenture. She is responsible for all 
elements of WPP’s people strategy.
AJAZ AHMED
CHIEF EXECUTIVE OFFICER, AKQA 
Ajaz is the CEO of AKQA, which recently 
joined forces with Grey within AKQA 
Group. Recognised as a creative 
pioneer, AKQA has won over 60 Agency 
of the Year awards.
JOHN ROGERS
CHIEF FINANCIAL OFFICER
Biography can be found on page 112.
MEL EDWARDS
GLOBAL CHIEF EXECUTIVE OFFICER, 
WUNDERMAN THOMPSON
Mel was appointed as CEO of the newly 
formed Wunderman Thompson in 2018, 
having previously been the Global CEO 
of Wunderman. She joined Wunderman 
as UK CEO in 2012.
RICHARD GLASSON
GLOBAL CHIEF EXECUTIVE OFFICER, 
HOGARTH
Richard was appointed CEO of Hogarth 
Worldwide in 2016, having joined the 
company in 2011. Prior to this he was 
CEO of Gyro, the B2B marketing 
specialist. 
ANDREA HARRIS
GROUP CHIEF COUNSEL 
Andrea was appointed as Group Chief 
Counsel in 2005 having joined WPP 
in 1996. Andrea is Chair of the Risk 
Committee and a member of the ExCo 
Sustainability Committee.
JON COOK
GLOBAL CHIEF EXECUTIVE OFFICER, 
VMLY&R
Jon has led VMLY&R since its formation 
in 2018 as WPP’s new global brand and 
customer experience agency. He was 
formerly Global CEO of VML, which he 
joined in 1996. 
LAURENT EZEKIEL
CHIEF MARKETING  
& GROWTH OFFICER
Laurent became WPP’s first Chief 
Marketing & Growth Officer in 2019. 
He joined from Publicis where he was 
President of Digitas, North America, and 
International and Client Leader for GSK.
115
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CORPORATE GOVERNANCE OUR EXECUTIVE COMMITTEE
DONNA IMPERATO
GLOBAL CHIEF EXECUTIVE OFFICER, 
BCW (BURSON COHN & WOLFE)
Donna was appointed CEO of BCW,  
one of the world’s largest earned-first 
creative communications agencies, 
in 2018. Before taking the helm of  
BCW, Donna served for 15 years as 
CEO of Cohn & Wolfe. 
TOBY JENNER
GLOBAL CHIEF EXECUTIVE OFFICER, 
WAVEMAKER
Toby joined global media network 
Wavemaker as CEO in 2019. Previously 
he held senior roles with MediaCom in 
New York, Singapore, Sydney and lastly 
in London as Worldwide Chief 
Operating Officer. 
CHRISTIAN JUHL
GLOBAL CHIEF EXECUTIVE OFFICER, 
GROUPM
GroupM is the world’s largest media 
investment group and home to WPP’s 
media agencies. Formerly Global CEO 
of Essence, Christian was appointed 
CEO of GroupM in 2019.
LINDSAY PATTISON
CHIEF CLIENT OFFICER 
Lindsay became Chief Client Officer 
of WPP in 2018. Prior roles include 
Chief Transformation Officer of WPP 
and Global CEO of Maxus, which she 
joined as UK CEO in 2009.
STEPHAN PRETORIUS
CHIEF TECHNOLOGY OFFICER 
Stephan was appointed as WPP’s first 
CTO in 2018. Before that he was UK 
Group CEO and Global CTO of 
Wunderman, having joined the 
company in 2016.
MICHAEL HOUSTON
GLOBAL CHIEF EXECUTIVE OFFICER, 
GREY
Grey is among the industry’s most 
awarded creative agencies. Michael 
became CEO of Grey Group in 2017, 
after roles including Global President 
and CEO of Grey North America.
ANDREW SCOTT
CHIEF OPERATING OFFICER 
Andrew joined WPP in 1999 as Director 
of Corporate Development. He held a 
number of other senior roles including 
Chief Operating Officer for Europe 
before being appointed COO in 2018. 
ANDY MAIN
WORLDWIDE CHIEF EXECUTIVE 
OFFICER, OGILVY
Prior to joining Ogilvy in 2020, Andy 
led Deloitte Digital and scaled it into a 
multi-billion-dollar global business. He’s 
an entrepreneur who helped reshape 
the industry by making the first move by 
consultancies into creative services.
ROB REILLY
GLOBAL CHIEF CREATIVE OFFICER
Appointed with effect from 1 May 2021
Rob was previously Global Creative 
Chairman of McCann Worldgroup, 
which was named Network of the Year 
by Cannes Lions and The Effies during 
his tenure. Before McCann he was 
Partner and Worldwide Chief Creative 
Officer at CP+B, helping it to win 
Ad Age’s Agency of the Decade. 
APPOINTMENT SINCE YEAR-END
WPP ANNUAL REPORT 2020
116


CORPORATE GOVERNANCE
HOW OUR  
BOARD ENGAGES
OUR APPROACH TO ENGAGEMENT
The success of our business is dependent 
upon our ability to understand and respond 
to the needs of the various stakeholders 
connected with WPP. When making 
decisions, our Board and its Committees 
consider which course of action best leads 
to the success of the Company over the 
long term, which requires an understanding 
of how our decisions impact these 
stakeholder groups. 
Through open and transparent dialogue with 
our key stakeholders, we have been able to 
develop a clear understanding of their needs, 
assess their perspectives and monitor their 
impact on our strategic ambition and culture. 
Decisions of the Board are taken after 
receiving reports from management on 
issues concerning our stakeholders and after 
discussing the potential impact of decisions 
on our key stakeholders, reflecting what are 
referred to as Section 172 factors. As a Jersey 
incorporated company, WPP is not subject 
to UK legislation. However, as a matter of 
good governance and in order to comply 
with the provisions of the 2018 UK Corporate 
Governance Code, the Board considers the 
matters described in Section 172 of the 
Companies Act 2006 in its decision-making.
Illustrations of how Section 172 factors have 
been applied by the Board can be found 
throughout the Strategic Report including 
the Covid-19 case study on page 119.
OUR ENGAGEMENT DURING 2020 
Page 15 within the Strategic Report sets out our most important stakeholders and how, as a Company, we engage with these stakeholders on 
an operational level. The following table summarises how the Board engages with each of these stakeholder groups. 
STAKEHOLDER GROUP
DIRECT BOARD ENGAGEMENT IN 2020
INDIRECT BOARD ENGAGEMENT
SHAREHOLDERS
Our shareholders provide capital to 
invest in the business. Shareholders 
benefit from the Board acting in the 
best interests of the Company and 
investors for long-term value 
generation.
The Capital Markets Day in December 2020 
enabled WPP’s shareholders to hear from the 
Chief Executive Officer, Chief Financial Officer and 
Chief People Officer about the strategy for growth 
and plans for capital allocation and to share their 
views directly through the interactive webinar.
The Chairman and Executive Directors met 
regularly with institutional investors to discuss 
the business and to respond to any concerns. 
The Committee Chairs met with major 
shareholders to discuss matters within their remit, 
such as targets for the performance measures in 
the 2020 Executive Performance Share Plan.
A webcast hosted by the Chairman and Chief 
Executive Officer followed the 2020 AGM, 
where shareholders had the opportunity to 
submit questions.
Feedback to the Board on investor views, 
particularly from the Chairman, Chief Executive 
Officer and Chief Financial Officer.
Reports to the Board detailing investor relations 
activities, key themes of interest from investors 
and share register composition and movements.
Analyst and broker briefings and reports of 
meetings with major shareholders.
Investor perception study conducted, which 
detailed how investors view the Company, its 
investment proposition and future prospects.
CLIENTS AND SUPPLIERS 
Our clients come from businesses 
across every sector. The work we do for 
clients provides our revenue and helps 
them to grow their businesses, build 
relationships with their customers and 
ready themselves for future success. 
Our suppliers range from small 
businesses to the world’s largest 
technology partners. They provide us 
with the products and services we 
need to meet our clients’ needs.
Engaged with clients on issues including strategy, 
changes taking place in our market and 
understanding the changes taking place in our 
clients’ and suppliers’ markets.
Through our Chief Executive Officer, engaged 
with suppliers in joint product development, skills 
development and joint go-to-market programmes.
Received updates on WPP’s client satisfaction 
scores.
Received reports from operating companies, 
which included updates on customers, in 
particular how customer relationships were being 
managed in response to the Covid-19 pandemic.
Received reports from the Chief Executive Officer 
on the impact of the Covid-19 pandemic on clients 
and the Group’s response.
Received updates on the supplier onboarding 
process, including the addition of workforce 
diversity and carbon reduction metrics.
117
WPP ANNUAL REPORT 2020


OUR ENGAGEMENT DURING 2020 CONTINUED 
STAKEHOLDER GROUP
DIRECT BOARD ENGAGEMENT IN 2020
INDIRECT BOARD ENGAGEMENT
GOVERNMENTS AND REGULATORS
Governments receive the tax 
contributions we make to public 
ﬁnances, enabling them to invest in 
public services.
Governments and regulators determine 
the policy frameworks that impact us 
and our stakeholders. 
As a listed global company, engagement with 
listing authorities and financial regulators.
The Chief Executive Officer met regularly with 
government representatives and regulators 
around the world.
Approved WPP’s Modern Slavery Act Statement.
Responded to government consultations, such 
as the Parker Review.
Reports to the Board and its Committees on 
regulatory changes from the Group Chief Counsel, 
Global Corporate Affairs Director and Group 
Company Secretary.
PEOPLE
We depend on the talent, creativity and 
technology skills of our people. And we 
want our employees to embrace our 
purpose, culture and values. In return, 
our people receive salaries, pension 
contributions, employee beneﬁts, 
career development and training.
Cindy Rose, our Workforce Engagement 
Non-Executive Director, attended meetings of the 
Workforce Advisory Panel (WAP) and updated the 
Board on matters discussed. Wellbeing initiatives 
were introduced in response to issues raised at 
forums such as the WAP. For more detail see 
page 48.
The Chief Executive Officer hosted 28 virtual 
townhalls, which gave him the chance to speak 
to people directly and to hear from attendees 
in return.
The Chief Executive Officer hosted a global 
webcast with Tom Ilube to discuss championing 
greater diversity within our agencies and work.
Board engagement with senior managers at the 
Board Strategy Day.
Formal reports to the Board from the Chief 
Executive Officer and Chief People Officer included:
	– In-depth reviews of the people strategy, 
people risk and workforce engagement
	– The impact of the Covid-19 pandemic on our 
people and actions being taken to support them
	– Progress on diversity & inclusion initiatives
	– Actions taken to address employee feedback
Endorsed the establishment of WPP’s first Global 
Inclusion Council to deliver on our diversity, equity 
and inclusion commitments. 
Reports at each Audit Committee meeting were 
received on issues raised via ‘Right to Speak’ 
channels.
PLANET
We are committed to responsible 
and sustainable business practices. 
We take steps to optimise our own 
environmental impact, but recognise 
that our greatest contribution to the 
planet is through our work with clients, 
which can shift attitudes and change 
behaviours to build a sustainable future 
and a more inclusive society. 
The Board undertook deep dives on a range of 
environmental, social and governance (ESG) 
topics, including the development of a Company-
wide net zero carbon strategy. For more detail 
see page 68.
The Board approved the change of the Company’s 
purpose to include reference to “planet”.
The Board and Sustainability Committee reviewed 
climate-related risks and opportunities as part of 
its review and approval of WPP’s Task Force on 
Climate-related Financial Disclosures statement 
on page 216.
Reports to the Sustainability Committee included 
updates on:
	– Progress on WPP’s single-use plastics 
commitment
	– Performance against sustainability KPIs 
including renewable energy, carbon reduction 
and waste management
	– the development of a company-wide net zero 
carbon strategy
COMMUNITIES 
We can help boost the impact of 
charities and non-governmental 
organisations by providing marketing 
and creative services, often on a pro 
bono basis, enabling them to raise 
awareness and funds, recruit members, 
and achieve campaign objectives. 
We believe, and so do many of our 
stakeholders, that acting responsibly 
is both the right thing to do and in our 
long-term interests. 
Chief Executive Officer visit to a WPP Foundation 
School in India.
The Board endorsed the commitment to spend 
$30 million over three years to fund inclusion 
programmes within WPP and support external 
organisations. To read more about how we are 
investing in our communities, please see page 74.
Reports from the Chief Executive Officer received 
on the Group’s response to Covid-19, including 
delivering public awareness campaigns.
The Sustainability Committee oversaw the work 
on the new sustainability strategy and the 
progress made on establishing Group‑wide 
sustainability targets tied to the WPP purpose 
statement.
Reports to the Sustainability Committee included 
updates on performance against KPIs including 
donations and pro bono work.
Updates received from the business on elements 
of the Group’s operations which impact the wider 
community, including the Group’s tax strategy.
CORPORATE GOVERNANCE HOW OUR BOARD ENGAGES
WPP ANNUAL REPORT 2020
118

CORPORATE GOVERNANCE

HOW OUR BOARD ENGAGES
ENGAGEMENT  
IN ACTION
The Board had an active oversight role in WPP’s response 
to the Covid-19 pandemic.
For more information on how we played our part in responding to Covid-19 
please see wpp.com/featured/how-wpp-is-responding-to-covid-19
PEOPLE
An early decision was made to put in place a global 
policy of managed remote working, and the Company 
significantly increased its investment in employee 
support services, with a particular focus on mental 
health and wellbeing.
A comprehensive programme of internal 
communications and engagement ensured a regular 
flow of information from the centre of WPP as well as 
from the agencies that employ our people directly. 
Our CEO hosted 28 virtual townhalls during the year, 
giving people the opportunity to ask questions and 
raise issues, and the Company the chance to take the 
pulse of the organisation. The Board received regular 
updates on workforce communications.
CLIENTS AND SUPPLIERS
WPP worked with our clients to help them get 
back to business, adapt their marketing strategies 
at speed and reshape their operations. We 
worked with 76 of our top 100 clients on 
ecommerce during 2020.
For more information about how WPP has served 
our clients in a challenging year, please turn to 
page 38.
SHAREHOLDERS
Covid-19 has required the Board to balance the 
long-term consequences of decisions and the 
shorter-term requirements for operational resilience. 
As a result, the Board took the decision to suspend the 
Kantar share buyback scheme and final dividend for 
2019, costs were reduced substantially and leaders – 
including the Board and Executive Committee – 
volunteered to take a 20% cut in their fees or salary 
for a three‑month period.
The unique nature of the Covid-19 pandemic brought 
logistical challenges for interacting with shareholders. 
To protect and keep our shareholders and people safe 
and in line with the advice from the UK Government, it 
was not possible for shareholders to attend our AGM. 
However, shareholders were able to submit questions 
to the Chairman and CEO at the shareholder 
presentation webcast following the closed AGM.
GOVERNMENTS, REGULATORS  
AND COMMUNITIES
We continued to work with governments, 
commercial clients, NGOs and international health 
bodies to produce public awareness campaigns 
to help limit the spread and impact of Covid-19.
WPP supported the World Health Organization 
(WHO) globally and regionally on a pro bono basis, 
leveraging the scale and expertise of our agencies 
to help the WHO reach the public with its vital 
communications promoting social distancing and 
good hygiene. More recently, the Ogilvy Consulting 
team has been advising WHO and UNICEF in the 
United States on the behavioural science of health 
communications, with a focus on vaccine hesitancy 
and the importance of customised messages 
which take into account specific world views 
and cultural filters.
WPP did not consider it appropriate to make use 
of the UK Government furlough scheme.
OUR RESPONSE TO THE COVID-19 PANDEMIC
119
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
CORPORATE GOVERNANCE
DIVISION OF RESPONSIBILITIES
The WPP Board is committed to ensuring there is a strong and 
effective system of corporate governance in place to support 
the successful execution of the Company’s strategy.
GOVERNANCE MODEL
CHAIRMAN
	– Responsible for Board governance principles, 
including setting the Board agenda and 
ensuring the Board receives timely and 
accurate information
	– Ensures all Directors are enabled to play their 
full part in Board activities
	– Represents the Board in discussions with 
shareholders and other stakeholders
CHIEF EXECUTIVE OFFICER
	– Responsible for the day-to-day leadership of 
the Group, representing the Company to clients, 
suppliers, governments and employees
	– Develops the strategic direction for 
consideration by the Board
	– Sets the tone at the top with regard to culture 
and values 
	– Ensures there are effective processes for 
engaging with and listening to employees 
and other stakeholders
NON-EXECUTIVE DIRECTORS
	– Bring an external perspective to support and 
challenge the performance of management
	– Assist in developing the Company’s strategy and 
offer specialist advice to management based on 
their particular skills and experience
SENIOR INDEPENDENT DIRECTOR
	– Provides a sounding board for the Chairman and 
acts as an intermediary for the other Directors
	– Meets with the Non-Executive Directors (without 
the Chairman present) when necessary and at 
least once a year to appraise the Chairman’s 
performance and communicates the results to 
the Chairman
COMPANY SECRETARY
	– Ensures the Board operates in accordance with 
the corporate governance framework and that 
there are good information flows between the 
Board and Committees
	– Advises the Board on matters of corporate 
governance
	– Supports the Board’s development through 
organising training and induction programmes
	– Supports the Board and Committee Chairs with 
annual agenda planning
THE BOARD
	– Responsible for the overall long-term 
success of WPP and for setting the 
Company’s purpose, values and culture 
and strategic direction
	– Oversees the implementation of appropriate 
risk assessment processes to identify and 
mitigate WPP’s principal risks
	– Responsible for corporate governance
	– Oversees the execution of the strategy and 
responsible for the overall financial 
performance of the Group
The Matters Reserved for the Board are 
available on our website, wpp.com
WPP ANNUAL REPORT 2020
120

CORPORATE GOVERNANCE
DIVISION OF RESPONSIBILITIES
BOARD COMMITTEES
NOMINATION AND GOVERNANCE 
COMMITTEE
	– Reviews the size, skills, diversity, 
experience and composition of the Board
	– Leads the process for Director 
appointments and Director and senior 
management succession planning 
	– Oversees general governance matters, 
including the ongoing suitability of the 
governance framework
 Read more on page 126
EXECUTIVE COMMITTEES
EXECUTIVE COMMITTEE 
Assists the Chief Executive Officer in 
discharging his responsibilities and is 
collectively responsible for implementing 
strategy, ensuring consistent execution 
and embedding the Company’s culture 
and values.
AUDIT COMMITTEE
	– Monitors the integrity of the Financial 
Statements
	– Provides oversight of internal controls and 
risk management
	– Manages the relationship with the external 
auditor, including making recommendations 
to the Board and shareholders in relation to 
the appointment and re-appointment of the 
external auditor
 Read more on page 128
COMPENSATION COMMITTEE
	– Sets, reviews and recommends the 
policy on remuneration of the Chairman, 
executives and senior management team
	– Monitors the implementation of the 
Compensation Policy 
 Read more on page 134
SUSTAINABILITY COMMITTEE
	– Supports the Board in its oversight of 
corporate responsibility, sustainability and 
reputational matters
	– Reviews and monitors implementation of 
the Company’s sustainability strategy 
	– Reviews policy statements on environmental 
and social matters
 Read more on page 133
DISCLOSURE COMMITTEE
An executive Disclosure Committee responsible 
for overseeing the accuracy and timeliness of 
Group disclosures and reviewing controls and 
procedures in relation to the public disclosure 
of financial information.
RISK COMMITTEE
An executive Risk Committee, which assists the 
Board and Audit Committee in discharging its 
responsibilities by reviewing, monitoring and 
advising on the design and implementation of 
WPP’s compliance framework, compliance 
policies and procedures and risks that present 
themselves throughout WPP.
121
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
CORPORATE GOVERNANCE
BOARD ACTIVITIES
The key areas of focus considered by the Board during 2020 
are set out below.
The Board recognises the importance of considering the 
perspectives of, and the potential impact on, the Company’s key 
stakeholders in its discussions. Its responsibilities are discharged 
through an annual programme of meetings, each of which follows 
a tailored agenda. A typical Board meeting will comprise reports 
on operational and financial performance, progress on strategy, 
people updates and a deep-dive into a particular ESG topic.
MATTERS CONSIDERED
PERFORMANCE
	– Received regular updates on the Group’s financial performance including to assess the impact of the 
Covid-19 pandemic
	– Actions taken to maintain the Company’s strong liquidity position included suspension of the share 
buyback and cancelling the 2019 final dividend
	– Reviewed the Company’s financial results, earnings guidance, investor materials and related 
announcements 
	– Considered performance against the 2019-2020 budget and agreed on the 2020-2021 budget
	– Confirmation of the viability statement and going concern
STRATEGY & PURPOSE
	– Undertook an investor perception study to ascertain how investors view the Company, its investment 
proposition and future prospects
	– Board strategy meeting to consider the end-to-end strategy and to align around the vision and future 
prospects of the Company over the next 3 to 5 years
	– Capital Markets Day held to update investors on the Company’s strategy for growth, plans for capital 
allocation and new medium-term financial targets, including the announcement of a new dividend policy
	– Approved a revised purpose statement to demonstrate the growing importance of sustainability and 
to deliver value for shareholders and broader stakeholders
	– Received presentations from the agencies on their work to support WPP’s strategy
	– M&A activities, including the acquisition of the remaining shares in WPP AUNZ Limited and the merger 
of Finsbury, The Glover Park Group and Hering Schuppener to form Finsbury Glover Hering
	– Simplification activities, including bringing together AKQA and Grey and Geometry moving into VMLY&R
PEOPLE & CULTURE 
	– Prioritised people matters throughout the Covid-19 pandemic, receiving insights from the leadership 
team through their continuous engagement with people
	– Received regular updates from the Chief People Officer on talent, succession planning and employee 
engagement, with a particular focus on driving greater diversity and inclusion in terms of gender and 
ethnicity, data and insights 
	– Received regular updates from the designated NED on the Workforce Advisory Panel 
	– Considered how the people strategy would enable the overall business strategy
	– Announced a set of commitments and actions to advance racial equity
GOVERNANCE & 
COMPLIANCE
	– Received reports from Board Committees and the external auditor
	– Reviewed and approved the 2019 Annual Report, Form 20-F and Sustainability Report
	– Reviewed the 2020 Modern Slavery Act Statement and approved it for publication on the Company website
	– Reviewed Annual General Meeting arrangements to consider the impact of Covid-19 and approved the 
2020 Notice of Annual General Meeting
	– Considered the output of the Board performance evaluation. For more details see page 125.
	– Continued focus on the Board’s composition, diversity and succession plans, resulting in the 
appointment of new Non-Executive Directors and Board Committee membership changes 
	– Reviewed the risk management and internal controls across the Group. In-depth reviews of internal 
controls over financial reporting, with a focus on remediation of material weaknesses. For more details 
see page 130.
	– Carried out a robust assessment of the principal risks and uncertainties affecting the Group and the 
markets we operate in and strategic risk reviews including cyber and information security
WPP ANNUAL REPORT 2020
122


CORPORATE GOVERNANCE
COMPOSITION, SUCCESSION  
AND EVALUATION
BOARD ATTENDANCE TABLE: 2020
Board
Audit 
Committee
Compensation 
Committee
Nomination 
and 
Governance 
Committee
Sustainability 
Committee
Total number of scheduled meetings
6
8
3
4
4
Members
Attended
Attended
Attended
Attended
Attended
Roberto Quarta
6
3
4
Mark Read
6
John Rogers – appointed on 3 February 2020
6
Angela Ahrendts DBE – appointed on 1 July 2020
3(3)
Jacques Aigrain
6
8
3
Sandrine Dufour – appointed on 3 February 2020
6
8
Tarek Farahat
6
8
Tom Ilube CBE – appointed on 5 October 2020
2(2)
Cindy Rose OBE 
6
8
Nicole Seligman
6
3
4
Sally Susman
6
4
4
Keith Weed 
6
4
Jasmine Whitbread 
6
3
4
Former Directors who served for part of the year
Sir John Hood – retired on 10 June 2020
3(3)
2(2)
Daniela Riccardi – retired on 10 June 2020
3(3)
3(3)
Paul Richardson – retired on 1 May 2020
2(2)
Solomon D. (Sol) Trujillo – retired on 10 June 2020
3(3)
5(5)
Number of ad hoc meetings
7
1
8
2
2
For Directors who served for part of the year, the numbers in brackets denote the number of meetings the Directors were eligible to attend.
BOARD COMPOSITION 
As at the date of this report, our Board 
comprised 11 independent Non-Executive 
Directors, the Chairman and two Executive 
Directors. The aim is to ensure the balance 
of the Board reflects the needs of the 
Company, is culturally diverse and is able to 
consider matters from a broad perspective, 
understanding the views of all our 
stakeholders. Each individual Board 
member brings a wide range of skills and 
experience from different business 
backgrounds to Board deliberations. Further 
details, including the external appointments 
held by Board members and their Committee 
membership, can be found on pages 112-114. 
Further detail on the responsibilities of the 
Chair and members of the Board can be 
found on pages 120-121.
The chart opposite details those skills and 
experience of our Board which are identified 
as being particularly important to the 
execution of the Company’s strategy.
SKILLS
OUR BOARD – A DIVERSE MIX OF SKILLS,  
EXPERIENCE AND KNOWLEDGE*
GEOGRAPHICAL EXPERIENCE
*	 Information as at 31 December 2020.
International
North 
America
Europe
Latin 
America
Asia 
Paciﬁc
Africa &
Middle 
East
9
8
13
11
5
12
Global 
media & 
advertising
Audit and 
Risk 
Management
Strategy, 
Transactions, 
M&A 
FMCG
Technology Sustainability
Corporate 
governance
Finance
13
9
8
5
10
13
12
9
123
WPP ANNUAL REPORT 2020


INDUCTION PROGRAMME 
To ensure that they are able to effectively 
contribute to discussion and decision-
making, all Directors participate in an 
induction programme on joining the Board. 
Each induction programme is tailored to the 
individual Director, based on their personal 
experience and background, including 
matters specific to their role as a member 
of the Committees upon which they sit. 
Each induction programme includes 
meetings with members of the Executive 
Committee, senior management and external 
advisors including the external auditor and 
the Company’s corporate brokers. New 
Directors will also receive a Board induction 
pack, which is devised to assist with building 
an understanding of the Company and to 
introduce the Company’s key stakeholders, 
as well as explain the commercial and 
regulatory environment in which the 
Company operates.
CASE STUDY: DIRECTOR INDUCTIONS 
DURING THE COVID-19 PANDEMIC
Angela Ahrendts and Tom Ilube joined the 
Board in July and October respectively. 
Typically, induction programmes would include 
visits to operating companies in different 
markets and face-to-face meetings; however 
most meetings were held virtually in 2020 
due to Covid-19 travel and meeting 
restrictions. 
KEY AREAS OF FOCUS
MEETINGS
Meetings with Board members and the 
Executive management team, including 
WPP’s operating company leaders and 
country managers in key markets
STAKEHOLDERS
Stakeholder perceptions and key issues 
raised by, for example, investors, regulators 
and industry groups were explained by our 
investor relations and sustainability teams, 
as well as the Company’s external advisors
BRIEFINGS
Briefing sessions on the financial structure 
and organisation, key financial metrics, 
principal risks and the Company’s internal 
control framework were provided by the 
Chief Financial Officer, the Group Chief 
Counsel and the Group’s external auditor
CORPORATE GOVERNANCE
The Group Company Secretary provided 
advice on corporate governance matters, 
including duties and responsibilities as a 
director of a listed company. Training 
and development requirements were 
identified as part of the induction
While virtual meetings expanded the scope 
of interactions possible across the Company, 
our new Directors look forward to continuing 
their induction programmes with site visits, 
and meeting clients and employees once 
Covid-19 restrictions are lifted. 
DIVERSITY 
WPP believes that diversity and difference 
of thought, gender, background and outlook, 
leads to more rewarding and successful 
workplaces and the same principle applies 
to the composition of our Board. The Board 
has a diverse range of experience by way 
of expertise, business sector background 
and length of tenure on the Board. Our 
Non-Executive Directors demonstrate 
expertise from a range of industries including 
tech, marketing, financial services, FMCG and 
pharma, representative of our customer 
base. The chart on page 123 illustrates the 
range of skills across the Board, with the 
new appointments in 2020-2021 bringing 
additional expertise in technology, 
transformation and finance. 
The Board’s Diversity Policy, which is 
available on our website, wpp.com, 
reinforces the Board’s ongoing commitment 
to all aspects of diversity and supports the 
principles of the Hampton-Alexander and 
Parker reviews on gender and ethnic 
diversity. We are pleased to confirm that as 
at the date of this report, we met both 
diversity targets as women represented 43% 
of the Board (46% as at 31 December 2020)
and three Directors are from an ethnic 
minority background. The 2020 Hampton-
Alexander Review of FTSE Women Leaders 
placed WPP at 10th in the FTSE 100. Our 
ambition for Board gender diversity is to 
reach parity. 
Diversity, equity and inclusion is also 
integrated across workforce policy and 
the Board is provided with regular updates 
covering a range of metrics and measures, 
including trends around gender and 
ethnic diversity. 
For more information on gender diversity 
in executive leadership roles see page 47.
RE-ELECTION OF DIRECTORS
The Chair, Senior Independent Director and 
Non-Executive Directors are appointed for a 
three-year term, subject to annual re‑election 
by the shareholders at the AGM. With only 
specific exceptions to ensure Board 
continuity, Non-Executive Directors shall not 
stand for re-election after they have served 
for the period of their independence, as 
determined by applicable UK and United 
States standards, which is nine years. With 
the exception of Angela Ahrendts, Tom Ilube 
and Dr. Zhang who are standing for election 
for the first time, all Directors will stand for 
re-election at the AGM with the support of 
the Board. The Non-Executive Directors’ 
letters of appointment are available for 
inspection at the Company’s registered office.
CORPORATE GOVERNANCE COMPOSITION, SUCCESSION AND EVALUATION
WPP ANNUAL REPORT 2020
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CORPORATE GOVERNANCE

 
BOARD TRAINING AND DEVELOPMENT
To assist the Board in undertaking its 
responsibilities, ongoing training is provided 
to all Directors and training needs are 
assessed as part of the induction programme 
and Board evaluation process. In 2020, the 
Board programme included regular 
presentations from the management teams 
of our businesses on developments in our 
sector and our operating environment, 
particularly focused on the impact of 
Covid-19 and action being taken to respond 
to changing and new opportunities and risks. 
At the Board strategy meeting in October, 
members of the senior management team 
together with the Board, had an opportunity 
to review WPP’s strategy for growth, 
operating model and data and technology 
approach. The Group Chief Counsel and the 
Group Company Secretary provide updates 
on current legal and governance matters 
relevant to WPP. The Board activities 
schedule on page 122 sets out further detail 
on topics covered during the year. The Board 
also completed a programme of mandatory 
training covering WPP’s Code of Conduct 
and Business Ethics.
All Directors have access to the advice and 
services of the Group Chief Counsel and the 
Group Company Secretary. The Board also 
obtains advice from professional advisors, 
as and when required, and Directors may, 
as required, obtain external advice at the 
expense of the Company.
TIME COMMITMENT
In addition to attending Board and 
Committee meetings, each of the 
Non‑Executive Directors devotes 
sufficient time to the Company to ensure 
that their responsibilities are met effectively. 
When making new appointments, the Board 
takes into account other demands on 
Directors’ time. Prior to appointment, 
significant commitments are disclosed by 
Directors to the Board. Any additional 
external appointments are not undertaken 
by any of the Directors without prior 
approval from the Board.
INDEMNIFICATION OF DIRECTORS
Liability insurance and third-party indemnity 
provisions are in force for the benefit of 
directors and officers who held office during 
the year and up to the approval of the 
Annual Report.
COMPOSITION, SUCCESSION AND EVALUATION
KEY RECOMMENDATIONS FOR 2020
WHAT WE HAVE DONE IN 2020
TRANSFORMATION AND SIMPLIFICATION
Continued focus on domain knowledge for 
the Board and new members, understanding 
the evolving landscape and process of 
transformation
The Board strategy meeting was an opportunity 
for in-depth discussions on strategy for 
growth, operating model and data and 
technology approach. Simplification of the 
Group structure and improving integrated 
service offering is ongoing.
FOCUS ON THE RISK FRAMEWORK
Continued focus on risk and risk appetite, 
enterprise resilience, business integrity and 
culture and the controls framework from the 
Board and its Committees
The Board continued its focus on risk 
management and reviewing the effectiveness 
of the Company’s approach to risk management 
and the internal control framework
BOARD MODUS OPERANDI
Ensuring the Board continues to evolve how 
it functions, its skills mix and how it engages 
with stakeholders
Board refreshment continued in 2020. Read 
more about our new Directors on page 109 
and how they engaged with shareholders and 
other key stakeholders on pages 117-119
BOARD EVALUATION 
Each year, WPP completes a review of the 
Board and its Committees to monitor their 
effectiveness and identify improvement 
opportunities. Progress against the outcomes 
of the 2019 evaluation conducted by Nicole 
Seligman, Senior Independent Director, are 
set out in the table shown to the right. 
2020 BOARD EVALUATION 
The 2020 evaluation was internally facilitated 
by the Senior Independent Director. The 
review comprised a questionnaire and 
discussions with each member of the Board 
based around a number of themes, including 
performance and strategy, the evolution of 
WPP’s purpose, sustainability strategy and 
the wider stakeholder engagement approach.
The output of the 2020 review was that the 
Board is operating effectively, with strong 
support for the quality of the relationships 
between the Chairman, the Senior 
Independent Director, Non-Executive 
Directors and the Executive. Good progress 
was also acknowledged to have been made 
in the year to further enhance the skills and 
experience on the Board and Committees. 
The Board continues to be positively 
engaged with the strategic process 
and transformation plan. 
Key areas of focus in 2021 will be:
	– Sustainability and ESG: build further on 
WPP’s sustainability strategy and 
commitment to ESG matters, with ongoing 
dialogue with stakeholders to gather 
valuable insights into sustainability risks 
and opportunities, for our Company.
	– Strategy: maintain momentum on the 
execution of the strategy, monitor 
effectiveness and keep stakeholders 
informed of progress.
	– Risk Framework: continue to focus on the 
effectiveness of the Company’s approach 
to risk management and system of internal 
controls, as well as monitoring future risks 
and challenges across businesses 
and markets. 
	– Consider organisation of meetings post 
Covid-19 to create opportunities again and 
time for discussion and renewed exposure 
to senior management and key stakeholders.
REVIEW OF CHAIRMAN’S 
PERFORMANCE
The Senior Independent Director met with the 
Non-Executive Directors during the year to 
appraise the performance of the Chairman.
2021 EVALUATION
In accordance with the Code requirements, 
it is expected that the 2021 evaluation will 
be externally facilitated as part of the 
three-year cycle.
125
WPP ANNUAL REPORT 2020

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CORPORATE GOVERNANCE
NOMINATION AND  
GOVERNANCE COMMITTEE REPORT
DEAR SHAREHOLDER
As Chair of the Nomination and Governance 
Committee, I am pleased to present the 
Committee’s 2020 report. 
Board composition and succession to support 
the next phase of the Company’s strategy 
continued to be a key area of focus this year. In 
addition to John Rogers and Sandrine Dufour 
joining the Board in February (John Rogers 
took over as CFO in May 2020), we were 
delighted to welcome two new Directors in 
2020 – Angela Ahrendts and Tom Ilube, who 
joined as independent Non-Executive Directors 
in June and October respectively. The Board 
was further enhanced with the appointment 
of Dr. Zhang who joined as a Non-Executive 
Director in January 2021. These appointments 
support the Committee’s priority to diversify 
the Board and bring different perspectives 
to discussions, reflective of our stakeholders 
and the markets in which we operate.
The Committee also considered the findings 
of the 2020 Board evaluation and I am 
pleased that the review concluded that the 
Board is operating effectively. 
Lastly, the Committee continued to review 
action taken to comply with the Code and 
other legal, governance and regulatory 
obligations during the year. 
I should like to thank the other Committee 
members for their dedication throughout the 
year and the sections that follow provide 
more detail on the work undertaken by the 
Committee during the year. 
Roberto Quarta
Chair of the Nomination  
and Governance Committee
29 April 2021
BOARD AND COMMITTEE CHANGES 
As noted in last year’s report, three of our 
long-standing Non-Executive Directors, Sol 
Trujillo, Sir John Hood and Daniela Riccardi 
stepped down from the Board prior to the 
2020 AGM. 
During the year, the Committee took the 
opportunity to review the composition and 
membership of the Board Committees. 
Jasmine Whitbread succeeded Sir John Hood 
as Chair of the Compensation Committee 
following the AGM and effective 1 January 
2021; Angela Ahrendts joined the 
Sustainability Committee; Sandrine Dufour 
joined the Compensation Committee; and 
Tom Ilube joined the Audit Committee and 
the Nomination and Governance Committee. 
Tom Ilube also joined the Compensation 
Committee in February 2021, together with 
Cindy Rose. 
SUCCESSION PLANNING
Succession planning continued to be a key 
focus and the Committee took an approach 
looking out over several years. The Committee 
reviewed the composition of the Board and 
its Committees to ensure strong alignment 
with the strategic priorities. In 2020, the 
Committee identified the need to enhance 
the Board with Non-Executive Directors 
with a strong degree of financial literacy, 
experience of working in technology 
industries, and knowledge and experience 
of the China market. These attributes were 
underlined by the commitment to continue 
to build greater diversity on the Board. 
The Board also considered emergency 
succession planning in response to the 
Covid-19 pandemic.
Russell Reynolds, who are independent of 
the Company and all the Directors, assisted 
the Committee during the search process for 
new Non-Executive Directors. The 
Committee considered a list of potential 
candidates for each role and took into 
account the balance of skills, knowledge, 
independence, diversity and experience of 
the Board, together with an assessment of the 
time commitment expected. The preferred 
candidates met with the Chairman and other 
members of the Committee, following which 
the Committee recommended to the Board 
the appointments of Angela Ahrendts, 
Tom Ilube and Dr. Zhang. 
NON-EXECUTIVE DIRECTOR  
APPOINTMENT PROCESS 
STEP 1
Engage with search consultancy 
and provide them with a search 
specification
STEP 2
Shortlisting candidates  
by Committee
STEP 3
Interview process with  
Committee members and  
Chief Executive Officer
STEP 4
Recommendation to the Board  
on the chosen candidate
STEP 5
Appointment terms drafted 
and agreed with the 
selected candidate
ROBERTO QUARTA
CHAIR OF THE NOMINATION 
AND GOVERNANCE COMMITTEE
Committee members 
	– Roberto Quarta (Chair)
	– Nicole Seligman 
	– Sally Susman
	– Tom Ilube (appointed 1 January 2021)
The Company Secretary is Secretary to the 
Committee and attends all meetings. 
Key responsibilities:
	– Reviewing the composition of the Board 
including the balance of skills, knowledge, 
experience and diversity 
	– In conjunction with the Board, 
considering succession planning for 
Non-Executive Directors, Executive 
Directors and senior management
	– Making recommendations to the Board 
for the appointment or reappointment 
of Directors
	– Considering other significant commitments 
of prospective directors and reviewing the 
external commitments of Directors
	– Monitoring external governance 
developments and bringing any issues to 
the attention of the Board
Attendance at Committee meetings during 
the year can be found on page 123.
WPP ANNUAL REPORT 2020
126

CORPORATE GOVERNANCE

 
NOMINATION AND GOVERNANCE COMMITTEE REPORT
The Chief Executive Officer and the Chief 
People Officer provided frequent People 
updates to the Board, including results on 
the various employee engagement and 
belonging surveys undertaken through the 
year. For more information on actions taken 
in response to employee feedback, please 
see page 46.
In addition, templates and guidance for 
Board and Committee presentations were 
altered in order to support the Board and 
Committees’ consideration of employee 
and other stakeholder views when 
making decisions. 
FOCUS FOR 2021
During the course of the next year, the 
Committee will continue to monitor its 
compliance with the Code and, in 
conjunction with the Board, review 
succession plans in order to further 
enhance the cultural diversity and skills 
balance across the business.
TERMS OF REFERENCE
The Committee’s terms of reference are 
adopted by the Board and reviewed annually 
by the Committee, most recently on 
9 December 2020. A copy of the Committee’s 
terms of reference is available on the 
Company’s website at wpp.com/investors/
corporate-governance
Angela Ahrendts, Tom Ilube and Dr Zhang 
will stand for election at the AGM. All other 
Directors will stand for re-election. 
The Committee supported the Board on 
succession plans for management and 
Executive Committee members to ensure 
a diverse pipeline of potential successors 
to support the transformation plan. 
ASSESSMENT OF INDEPENDENCE OF 
NON-EXECUTIVE DIRECTORS
The Committee assessed the independence 
of all the Non-Executive Directors pursuant 
to the Code and concluded that all are 
considered independent and continue to 
make independent contributions and 
effectively challenge management. We were 
satisfied with the contributions and time 
commitment of all the Non-Executive 
Directors during the year. 
Effective 31 March 2021, Jasmine Whitbread 
was appointed as a director and Chair of 
Travis Perkins plc, of which John Rogers is 
also a Non-Executive Director. As Jasmine 
consistently demonstrates independence 
of thought and challenge, the Board has 
determined this cross-directorship does not 
affect its assessment of her independence.
CONFLICTS OF INTEREST
The Committee and the Board are satisfied 
that the external commitments of the 
Non-Executive Directors and of me, your 
Chairman, do not conflict with our duties and 
commitments as Directors of the Company, 
and that each Non-Executive Director is 
able to dedicate sufficient time to the 
Company’s affairs.
Directors have a duty to avoid a situation 
in which they have, or may have a direct 
or indirect interest that conflicts, or might 
conflict with the interests of the Company. 
This duty is in addition to the existing duty 
owed to the Company to disclose to the 
Board any interest in a transaction or 
arrangement under consideration by the 
Company. Our Directors must: report any 
changes to their commitments to the Board; 
immediately notify the Company of actual 
or potential conflicts or a change in 
circumstances relating to an existing 
authorisation; and complete an annual 
conflicts questionnaire. Any conflicts or 
potential conflicts identified are considered 
and, as appropriate, authorised by the Board 
in accordance with the Company’s Articles 
of Association. A register of authorised 
conflicts is also reviewed periodically.
During the financial year, no actual or 
potential conflicts were identified.
BOARD EVALUATION
The Committee considered the findings of 
the 2020 Board evaluation. Further details 
on the process and output is set out on 
page 125.
The performance of the Committee was also 
considered as part of the evaluation process, 
which concluded that the Committee is 
operating effectively and has successfully 
managed the changes to the Board and its 
Committees to ensure greater diversity and 
an enhanced mix of skills and expertise.
GOVERNANCE 
The Committee has responsibility for 
overseeing the effective governance of the 
Board and its Committees and for making 
recommendations to the Board to ensure 
arrangements are consistent with emerging 
best practice. During the year, the Committee 
undertook a review of its terms of reference 
and recommended various changes to the 
Board for approval. 
The Committee also reviewed the 
composition and make-up of the Board 
Committees as detailed above. 
WORKFORCE ENGAGEMENT
In order to apply the requirements of the 
UK Corporate Governance Code that relate 
to workforce engagement, WPP has 
established a Workforce Advisory Panel 
(WAP) and appointed Cindy Rose as the 
designated Non-Executive Director. Cindy 
attends the WAP meetings and presents 
updates on issues discussed at Board 
meetings throughout the year and shares 
feedback from the Board with the WAP on 
matters considered. Issues raised at the WAP 
which were then discussed by the Board 
included employee wellbeing and burnout 
due to Covid-19, diversity and inclusion and 
future working environments post Covid-19. 
127
WPP ANNUAL REPORT 2020


CORPORATE GOVERNANCE
Committee members 
	– Jacques Aigrain (Chair)
	– Sandrine Dufour 
(appointed 3 February 2020)
	– Tarek Farahat
	– Cindy Rose 
	– Tom Ilube (appointed 1 January 2021)
The Company Secretary is Secretary to the 
Committee and attends all meetings. 
The entire Board is invited to attend the 
Committee meetings and typically the 
Chairman of the Board and the Senior 
Independent Director attend. 
Other regular attendees include the Chief 
Executive Officer, the Chief Financial Officer, 
the Chief Operating Officer, the Group Chief 
Counsel, the Group Chief Accountant, the 
Global Director Risk and Controls, General 
Counsel Corporate Risk, the Director of 
Internal Audit, and the external auditor.
The Board has designated the Committee Chair 
as the Committee’s financial expert as defined by 
the Sarbanes-Oxley Act 2002 and, together with 
Sandrine Dufour and Tarek Farahat, as having 
recent and relevant financial experience for the 
purposes of the 2018 UK Corporate Governance 
Code. Both are determined to be independent 
within the meaning of the Securities Exchange 
Act 1934, as amended. The Committee has, as a 
whole, competence relevant to the sectors in 
which the Company operates. 
Key responsibilities
	– Monitoring the integrity of financial 
information provided to shareholders, 
including the review of significant 
financial reporting judgements 
	– Reviewing the integrity, adequacy and 
effectiveness of the Group’s internal 
financial controls and the internal control 
and risk management systems, including 
the risk management framework and 
related compliance activities 
	– Monitoring and reviewing the Group’s 
internal audit function 
	– Reviewing the selection and appointment 
of the external auditor
	– Reviewing the effectiveness of the external 
audit process and reviewing and monitoring 
the independence and objectivity of the 
external auditor
Attendance at Committee meetings during 
the year can be found on page 123.
DEAR SHAREHOLDER
As Chair of the Audit Committee, I am 
pleased to present the Committee’s 2020 
report. In the following pages of this report, 
we have set out an overview of the activities 
undertaken or overseen by the Committee 
during the year. 
In 2020, the Committee continued to fulfil 
its important oversight role, monitoring the 
integrity of the Group’s financial reporting 
and the effectiveness of internal control and 
risk management systems on which it has 
reported to the Board. The delivery of the 
Committee’s responsibilities during a period 
of considerable uncertainty arising from the 
Covid-19 pandemic has been more important 
than ever to help demonstrate the 
effectiveness of the Company’s strategy 
to its stakeholders.
Key areas of focus for the Committee in 
2020 included:
	– monitoring the impact of Covid-19 on 
the financial resilience of the business, 
including carrying out additional reviews 
on goodwill impairment and providing a 
recommendation to the Board to cancel 
the 2019 final dividend and suspend the 
share buyback programme;
	– monitoring the role of the newly 
established Risk and Controls Group and 
its objectives to strengthen the Internal 
Financial Controls Framework, particularly 
focused on Sarbanes-Oxley Act 
compliance, and developing controls 
relating to risks identified in the Risk 
Appetite Framework;
	– in-depth reviews of the Group’s internal 
controls over financial reporting, 
particularly in relation to the material 
weaknesses identified, which are detailed 
on page 130. 
	– ongoing monitoring of the business 
integrity programme, including oversight 
of whistleblower reports;
	– assessing the effectiveness of WPP’s IT 
Covid-19 response, including IT and cyber 
security; and
	– continuing to engage with the Internal 
Audit plan and monitoring progress.
Other reviews undertaken in 2020 by the 
Committee included:
	– Group tax strategy, performance and 
drivers of the Group’s effective tax rate;
	– reports on any actual or potential material 
litigation; and
	– Group Treasury performance and risk 
management.
The annual Board effectiveness evaluation 
assessed the performance of the Committee 
and I am pleased that this concluded that 
we operate effectively and the Board takes 
reassurance from the quality of our work. 
The Board is satisfied that the Committee 
members bring a wide range and depth 
of financial and commercial experience 
and all members have recent and relevant 
financial experience. 
The composition of the Committee has been 
further strengthened by the appointment of 
Tom Ilube who became a member on 
1 January 2021. 
John Rogers joined as Chief Financial Officer 
during the year and has kept the Committee 
updated on initiatives he is leading on, 
including finance transformation and 
simplification.
And finally, I would like to thank the other 
members of the Committee, together with 
management, for their support during the 
year and I look forward to continuing our 
work in 2021. The sections that follow 
provide a more detailed explanation of the 
work of the Committee undertaken during 
the year. 
Jacques Aigrain
Chair of the Audit Committee
29 April 2021
AUDIT COMMITTEE  
REPORT
JACQUES AIGRAIN
CHAIR OF THE AUDIT COMMITTEE
WPP ANNUAL REPORT 2020
128

CORPORATE GOVERNANCE

 
AUDIT COMMITTEE REPORT
FINANCIAL REPORTING
The Committee is responsible for reviewing 
the quarterly, half yearly and annual financial 
results, including the Annual Report, with 
management, focusing on the integrity of 
the financial reporting process, compliance 
with relevant legal and financial reporting 
standards and application of accounting 
policies and judgements. 
During the year, the Committee considered 
management’s application of key accounting 
policies, compliance with disclosure 
requirements and information presented on 
significant matters of judgement to ensure 
the adequacy, clarity and completeness of 
half yearly and annual financial results 
announcements. The Committee undertook 
a detailed review before recommending to 
the Board that the Company continues to 
adopt the going concern basis in preparing 
the annual financial statements. 
The Committee also reviewed various 
materials to support the statements in the 
Annual Report on risk management and 
internal control and the assessment of the 
Group’s long-term viability – see page 94 
for more details. 
FAIR, BALANCED AND 
UNDERSTANDABLE
To support the Board’s confirmation that 
the Annual Report and Accounts, taken as a 
whole, is considered to be fair, balanced and 
understandable, and provide the information 
necessary for shareholders to assess the 
Group’s position, performance, business 
model and strategy, the Committee oversaw 
the process by which the Annual Report and 
Accounts were prepared. 
The Committee received a summary of 
the approach taken by management in the 
preparation of the Annual Report and 
Accounts, and considered in particular the 
accuracy, integrity and consistency of the 
messages conveyed in the Annual Report; 
the appropriateness of the level of detail in 
the narrative reporting; and that a balance 
had been sought between describing 
potential challenges and opportunities.
The Committee therefore recommended 
to the Board (which the Board subsequently 
approved) that, taken as a whole, the 2020 
Annual Report and Accounts is fair, 
balanced and understandable and provides 
the necessary information for shareholders 
to assess the Company’s position and 
performance, business model and strategy.
INTERNAL AUDIT
The Internal Audit team provides 
independent assurance over the Company’s 
risk management and internal controls 
processes via internal audits and the testing 
programme for the Sarbanes-Oxley Act. 
The Internal Audit team has unrestricted 
access to all Group documentation, premises, 
functions and employees to enable it to 
perform its work. The Committee Chair met 
regularly with the Director of Internal Audit 
during the year without executive 
management present. 
The annual internal audit plan, including the 
list of units for internal audit review, was 
approved by the Committee and progress 
against the plan was monitored throughout 
the year. There was particular focus on how 
the plan would be completed due to site and 
system restrictions as a result of Covid-19. 
This was largely addressed through reviews 
being completed remotely. Significant issues 
identified within internal audit reports were 
discussed in detail by the Committee along 
with the remediation plans to resolve them. 
In March 2021, the Committee approved 
the appointment of Phil Gerrard as Director 
of Internal Audit, in succession to Paul 
Stanley who will retire later in the year. 
The Committee also considered the level 
of internal audit resource to ensure it is 
appropriate to provide the right level of 
assurance over the principal risks and 
controls throughout the Group.
129
WPP ANNUAL REPORT 2020


CORPORATE GOVERNANCE AUDIT COMMITTEE REPORT
of hedge accounting to all other financial 
instruments to which such accounting 
treatment is being applied. Management 
has updated the design of our controls to 
verify the nature and existence of 
contemporaneous hedge documentation 
in accordance with IAS 39. Each material 
weakness will not be considered fully 
remediated until all aspects of the applicable 
remediation plan for that material weakness 
have been implemented and such controls 
operate for a sufficient period of time to 
allow management to conclude, through 
testing, that these controls are operating 
effectively. The Committee continues to 
monitor the progress of the remediation.
BUSINESS INTEGRITY
During the year, the Committee reviewed 
the adherence to, and evolution of, the 
business integrity programme. The Group 
has established procedures by which all 
employees may, in confidence (and, if they 
wish, anonymously) report any concerns and 
more information on this can be found on 
page 92. The Committee received regular 
updates on the Company’s systems and 
controls for ethical behaviour, which 
included matters reported on the Group’s 
Right to Speak helpline and investigations 
and actions undertaken in response. The 
Committee received regular reports on the 
total number and nature of reports from 
whistleblowers and investigations by region 
and by network both for substantiated and 
unsubstantiated cases. During the year the 
Committee was satisfied that the Right to 
Speak helpline arrangements are effective and 
facilitate the proportionate and independent 
investigation of reported matters and allow 
appropriate follow-up action.
TERMS OF REFERENCE
The Committee’s terms of reference are 
adopted by the Board and reviewed annually 
by the Committee, most recently on 
4 February 2021. A copy of the Committee’s 
terms of reference is available on the 
Company’s website at wpp.com/investors/
corporate-governance 
RISK MANAGEMENT AND INTERNAL 
CONTROL
The Board has overall responsibility for 
setting the Company’s risk appetite and for 
ensuring there is effective risk management. 
The Committee supports the Board in the 
management of risk and, in 2020, was 
responsible for monitoring and reviewing 
the effectiveness of the Company’s 
approach to risk management and the 
internal control framework. 
Under the overall supervision of the 
Committee, the WPP Risk Committee, an 
executive committee supported by Risk 
Committees in each network, assesses 
emerging and principal risks and oversees 
and manages day-to-day risk in the business. 
The General Counsel, Corporate Risk 
provides regular updates to the Committee 
on risk matters including emerging risks, 
adherence to the Company’s business 
integrity programme (including mitigating 
and remediation actions) and the monitoring 
and evolution of the Company’s four risk 
modules: governance, culture, appetite 
and management.
An overview of how our risks are assessed 
and managed and how these were reviewed 
to assess the Group’s viability can be found 
on pages 90-94 together with an assessment 
of the principal risks and uncertainties facing 
the Group on pages 95-101.
In fulfilling its responsibilities, the Committee 
received reports throughout 2020 to enable 
evaluation of the control environment and 
risk management framework.
INTERNAL CONTROLS OVER 
FINANCIAL REPORTING
The Committee carried out in-depth reviews 
of the Group’s internal controls over financial 
reporting, with a focus on monitoring, 
remediation of material weaknesses and 
compliance with Section 404 of the 
Sarbanes-Oxley Act. The following 
paragraphs outline the approach taken by 
management in relation to the remediation 
of material weaknesses, which the Committee 
oversaw and continues to monitor.
In response to the material weakness 
identified in 2019 relating to the control 
over the discount rate methodology used 
in impairment testing, management has 
enhanced its risk assessment of the 
impairment assessment process and has 
changed the approach to determining 
inputs with respect to the discount rates 
used in impairment assessments and has 
established a more comprehensive review 
process over inputs and the overall discount 
rate methodology. Management has also 
engaged an independent valuation specialist 
to assist as an integral part of the input 
determination process on an ongoing 
basis and implemented additional 
validation controls.
In respect of the years ended 31 December 
2019, 2018 and 2017, and for each of the interim 
half year periods ended 30 June 2020 and 
2019, material weaknesses were identified 
relating to the application of IAS 32 and IAS 
39, which resulted in material misstatements. 
The Company filed a Form 20-F/A and Form 
6-K/A with the SEC on 12 February 2021 
restating the relevant Financial Statements 
to correct the identified misstatements. The 
Board determined these errors resulted from 
material weaknesses in its internal control 
over financial reporting as at 31 December 
2019 and the Group concluded that its internal 
control over financial reporting was not 
effective. Management is committed to 
remediating the identified material 
weaknesses in a timely manner, with 
appropriate oversight from the Audit 
Committee. As part of the remediation, 
management is undertaking a series of steps 
to complete a comprehensive review and 
remediation of our controls and procedures 
and has engaged outside advisors to assist 
with this. In addition to the comprehensive 
retrospective reviews of the Company’s 
controls, management is implementing 
enhanced periodic controls including to 
identify and evaluate amended or clarified 
accounting standards, or new guidance 
with respect to accounting standards, as 
well as controls surrounding the verification 
of critical accounting judgments, including 
those most likely to be impacted by 
amendments to or clarifications of 
accounting standards we have adopted. 
Management is also re-reviewing our 
hedging relationships and the associated 
documentation and analysing the application 
WPP ANNUAL REPORT 2020
130

CORPORATE GOVERNANCE
AUDIT COMMITTEE REPORT
 
EXTERNAL AUDITOR
The Committee has primary responsibility for 
overseeing the relationship with the external 
auditor, including assessing its performance, 
effectiveness and independence annually prior 
to making a recommendation to the Board in 
respect of its reappointment or removal. 
Deloitte was appointed external auditor of 
the Company in 2002 and, as defined by the 
transitional arrangements for competitive 
tender, they are not permitted to be 
reappointed as the Company’s auditor after 
the 2023 fiscal year-end. An audit tender 
process has been initiated with a view to 
the selected firm auditing the financial 
statements for the financial year ending 
31 December 2024. The tender process will 
be overseen by the Committee and is 
expected to conclude later this year. 
The Company has complied with the 
Competition and Markets Authority’s Statutory 
Audit Services Order 2014 for the financial year 
under review in respect to audit tendering 
and the provision of non-audit services.
EFFECTIVENESS AND INDEPENDENCE 
OF THE EXTERNAL AUDITOR
In 2020, the Committee evaluated the 
effectiveness of the external audit process 
through its ongoing review of the external 
audit planning process and discussions with 
key members of the Group’s finance team.
The Committee also considered:
	– a report from Deloitte confirming it 
maintains appropriate internal safeguards 
in line with applicable professional 
standards to remain independent, and 
mitigation actions to safeguard Deloitte’s 
independence such as the operation of the 
non-audit services policy and the tenure 
of the lead audit partner (Robert Topley 
was appointed in 2019); and
	– the Financial Reporting Council’s (FRC) 
Audit Quality Review Inspection Report 
on the audit of the Company’s Financial 
Statements for the year ended 
31 December 2019. As the report was  
close to completion at the time the 
material misstatements (as detailed on 
page 130) were identified, the FRC has 
advised it will review separately Deloitte’s 
audit of the areas giving rise to the material 
misstatements identified and therefore did 
not provide an assessment of the overall 
quality of Deloitte’s audit work. The report 
from the FRC highlighted three areas which 
the FRC considered to be good practice 
and contained no key findings. One “other 
finding” was included in the report which 
the Audit Committee is satisfied did not 
affect the effectiveness of the external audit.
Deloitte attended all Committee meetings 
in 2020 and met at least once without 
executive management present. 
Overall therefore, the Committee concluded 
that:
	– it continues to be satisfied with the 
performance of the external auditor and 
with the policies and procedures in place 
to maintain its objectivity and 
independence; and
	– Deloitte possesses the skills and 
experience required to fulfil its duties, 
there was constructive challenge where 
necessary to ensure balanced reporting 
and that the audit for the year ended 
31 December 2020 was effective.
APPOINTMENT OF EXTERNAL AUDITOR 
AT GENERAL MEETING
The Committee has recommended to the 
Board that Deloitte should be reappointed 
as auditor. Resolutions will be put to the 
2021 Annual General Meeting proposing the 
re-appointment of Deloitte and to authorise 
the Audit Committee to determine the 
auditor’s remuneration. 
NON-AUDIT SERVICES
To preserve objectivity and independence, 
Deloitte is not asked to provide other 
services unless it is in the best interests 
of the Company, in accordance with the 
Non-Audit Services Policy that sets out the 
circumstances and financial limits within 
which Deloitte is permitted to provide 
certain non-audit services.
All fees are summarised periodically for the 
Committee to assess the aggregate value of 
non-audit fees against audit fees. During the 
year, Deloitte received £29.3 million in fees 
for work relating to the audit services it 
provides the Group. Non-audit related work 
undertaken by Deloitte amounted to fees of 
£1,243,000 this year, which amounted to 
4.2% of the total audit fees paid.
30.5
42.7
2020
2019
Audit fees
Non audit-related fees
AUDIT/NON-AUDIT SERVICES
£m
131
WPP ANNUAL REPORT 2020

FINANCIAL REPORTING AND SIGNIFICANT FINANCIAL JUDGEMENTS
Key accounting judgements made by management were reported to and examined by the Committee and discussed with management 
and Deloitte. The Committee considered the following significant financial reporting judgements in relation to the financial statements:
AREA OF FOCUS
ACTIONS TAKEN/CONCLUSION
Headline profit
Judgements relating to headline profit.
The Committee considered the judgement applied by management in calculating headline profit, in order 
to present an alternative picture of performance by excluding significant, non-recurring or volatile items 
otherwise included in the reportable figures. 
Impact of Covid-19
The Committee considered the impact of Covid-19 on accounting judgements relating to goodwill, debtor 
and other financial asset provisions under IFRS 9, leases and going concern.
Goodwill impairments
Judgements in relation to goodwill  
impairment testing.
The Committee challenged the appropriateness of the assumptions used by management in the goodwill 
impairment assessment model, with a particular focus on the discount rate and growth assumptions. 
Leases
The Committee reviewed the judgements made by management in the application of IFRS 16 Leases and 
was satisfied that these were appropriate.
Liabilities in respect of put options and earnouts
The accuracy of the calculation of the fair value of 
liabilities in respect of put options and earnouts.
The Committee considered management’s calculations of the fair value of liabilities in respect of put 
option agreements and payments due to vendors (earnout agreements), including the forecasts, growth 
rates and discount rates used in these calculations. The Committee was satisfied that liabilities for 
potential future earnout payments have been accounted for appropriately.
Investments
The valuations of non-controlled investments.
The Committee examined management’s valuations, based on forecasts, recent third-party investment, 
external transactions and/or other available information such as industry valuation multiples. The 
Committee considered Deloitte’s testing of the valuations and agreed that the valuations were 
appropriate based on the information available to the Group.
Debtors and other financial assets
Expected credit losses under IFRS 9 Financial 
Instruments.
The Committee reviewed the judgements made by management in their assessment of expected credit 
losses of financial assets under IFRS 9. The Committee concluded that the level of provisions was 
appropriate.
Remuneration
Accounting for the judgemental elements 
of remuneration.
The Committee reviewed the assumptions applied by management in relation to judgemental elements 
of remuneration, including pensions, bonus accrual, severances and share-based payments and agreed 
that these are reasonable.
Taxation
The judgements made in respect of tax.
The Group Tax Director presented to the Committee in December 2020. The Committee considered 
management’s assumptions, in particular in relation to the level of central tax provisions, and believes that 
the level of central tax provisions is reasonable.
Going concern 
The going concern assessment and 
viability statement.
The Committee reviewed the scenarios modelled by management given the uncertainty caused by 
Covid-19 and the cost mitigation actions available to management. The Committee assessed 
management’s view that the likelihood of declines of over 30% of revenue less pass-through costs 
compared to 2020 was remote. The Committee has considered and concurs with management’s going 
concern, viability and forecasting assumptions, as set out on page 94.
Restructuring and transformation costs
Recognition of restructuring and 
transformation costs.
The Committee reviewed management’s key accounting judgements and procedures relating to 
restructuring and transformation costs, including associated property impairment charges. The Committee 
was satisfied with the quantum of costs recognised in 2020 and the presentation of such costs in the 
Financial Statements.

CORPORATE GOVERNANCE AUDIT COMMITTEE REPORT
WPP ANNUAL REPORT 2020
132


CORPORATE GOVERNANCE
Committee members in 2020
	– Sally Susman (Co-Chair)
	– Keith Weed (Co-Chair)
	– Angela Ahrendts (appointed 
1 January 2021)
	– Jasmine Whitbread
Regular attendees include the Chief 
Executive Officer, the Chief Financial 
Officer, the Chief People Officer, the 
Director of Sustainability, the Global 
Corporate Affairs Director, the Senior 
Independent Director and the Group 
Chief Counsel.
The Company Secretary is Secretary to 
the Committee and attends all meetings. 
Key responsibilities
	– Understanding the sustainability 
risks and opportunities for 
the Company
	– Assisting the Board in its oversight 
of corporate responsibility, 
sustainability and reputation 
matters taking into account the 
Company’s purpose, strategy 
and culture
	– Assessing the Company’s current 
sustainability footprint, reviewing 
sustainability targets and 
commitments and materiality
Attendance at Committee meetings 
during the year can be found on 
page 123.
DEAR SHAREHOLDER
As the Co-Chairs of the Sustainability 
Committee, we are pleased to present the 
Committee’s 2020 report. 
The challenges created by the Covid-19 
pandemic, racial unrest, political division, 
and climate-related disasters around the 
globe have accelerated focus on 
environmental, social and governance (ESG) 
matters and sustainability, with significant 
risks and opportunities for our business and 
our clients.
The Committee was formed in December 
2019 to give increased focus on sustainability 
for the Board and the Company, to strive to 
meet the expectations of our stakeholders as 
well as to ensure we are managing our risks 
and taking advantage of the opportunities.
In its inaugural year, the Committee first 
identified what was material in forming WPP’s 
sustainability strategy, with an in-depth 
review of sustainability workstreams in 
January. The Committee also reviewed 
WPP’s sustainability assessment. 
SUSTAINABILITY FRAMEWORK
The focus for the Board and the Group in 
2020 has been the development of a new 
sustainability strategy for WPP, set out on 
pages 68-69. In July, the Sustainability 
Committee discussed a sustainability 
framework with workstreams focused on 
environmental reset, social impact and 
governance. The framework was designed 
to deliver a new sustainability objective and 
targets for the Company. The Committee 
reviewed progress against these workstreams 
in December. Critical to this programme of 
work has been a sustainability audit across 
21 markets to establish a “baseline” of ESG 
performance across the Company.
CLIMATE CHANGE
Recognising the growing urgency of the 
climate crisis, and as part of the Company’s 
sustainability strategy review, WPP revised 
its purpose to include the word “planet”.  
The Committee had regular in-depth 
progress reviews as the Company built an 
inventory of its value chain emissions 
(scope 1, 2 and 3). The sustainability section 
on pages 68-69 sets out the Company’s new 
commitment to reach net zero emissions 
across its value chain by 2030, an ambition 
which will be underpinned by science‑based 
targets in 2021.
LAUNCH OF SUSTAINABILITY 
STRATEGY
In December, our attention turned to the 
launch of WPP’s sustainability strategy. 
The Committee will continue to monitor 
sustainability KPIs to measure delivery 
against the Company’s strategy and targets, 
and supporting management’s engagement 
strategy on sustainability. 
We would like to thank the members of the 
Committee and the management team for 
their continued commitment throughout the 
year and look forward to continuing our work 
in 2021. 
Sally Susman	
Keith Weed
Co-Chairs of the  
Sustainability Committee
29 April 2021
SUSTAINABILITY 
COMMITTEE REPORT
SALLY SUSMAN
CO-CHAIR OF THE  
SUSTAINABILITY COMMITTEE
KEITH WEED CBE
CO-CHAIR OF THE  
SUSTAINABILITY COMMITTEE
133
WPP ANNUAL REPORT 2020


CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
DEAR SHAREHOLDER
On behalf of the WPP Board, I am pleased 
to present the Compensation Committee 
report for the financial year ended 
31 December 2020. In the report, I include 
my introductory letter and At a Glance 
summary of compensation, an overview 
of the Directors’ Compensation Policy 
approved by shareholders at the 2020 AGM 
and the Annual Report on Compensation 
setting out the implementation of the Policy 
in 2020. The Report also sets out the 
proposed implementation for 2021.
COVID-19 CONTEXT
This has been an exceptionally difficult year 
with the Covid-19 pandemic presenting 
unprecedented challenges for all our 
stakeholders. 
Revenues were significantly impacted during 
the year, particularly in the second quarter, 
as clients reduced their spending. Significant 
cost savings offset the majority of revenue 
decline and headline operating profit was 
down 1.5 margin points on the prior year. 
The Committee has been impressed by 
the resilience shown by our people who 
continued to service clients with agility and 
collaboration, helping them shape their 
response to the pandemic and earning 
improved client satisfaction scores across 
the year, as well as achieving material client 
wins for WPP against the backdrop of tough 
competition. The ongoing simplification of 
our business, integration of our capabilities, 
and investment in creativity and technology 
meant we were well placed to deliver a 
resilient business performance. 
The wellbeing of our people has been 
front and centre throughout this year. The 
vast majority of our workforce has been 
successfully working from home throughout 
the pandemic, continuing to deliver for 
clients and for our business. This was 
underpinned by increased investment in 
our wellbeing programme to ensure our 
people have the support they need, and a 
step up in internal communications to keep 
everyone connected.
Early in the year, to address uncertainty at 
the beginning of the pandemic, management 
set a cost-reduction target and implemented 
a series of measures to protect the business 
and our people. This included a reduction to 
travel and property costs, suspension (and 
subsequent cancellation) of the 2019 final 
dividend, a hiring freeze, the removal of 
salary increase budgets for 2020 as well 
as a voluntary 20% salary reduction for the 
Executive Directors and other senior 
management for a period of three months, 
extended for a fourth month for the 
Executive Directors. A corresponding fee 
reduction was implemented for the Chairman 
of the Board and Non-Executive Directors. 
Management did not consider it 
appropriate to make use of the UK 
Government furlough scheme and took 
limited advantage of government support 
measures in other jurisdictions.
In making decisions this year, the 
Compensation Committee considered a 
wide range of factors. We took into account 
the negative impact that Covid-19 had on the 
financial performance of the business, but 
also the resilience of the Company and how 
well positioned WPP has been to respond 
when the pandemic drove greater digital 
technology enablement. We took account 
of wider stakeholder groups’ experience, in 
particular the cancellation of the 2019 final 
dividend and the impact on shareholders. 
We have an exceptional leadership team 
in place, which has delivered performance 
exceeding expectations in an incredibly 
challenging environment. We recognise the 
role that compensation plays in the global 
competition for talent and in the retention 
and incentivisation of the leadership team 
to deliver a demanding plan for growth and 
value creation. 
Committee members
	– 	Jasmine Whitbread (Chair)
	– 	Jacques Aigrain
	– Sandrine Dufour (appointed on 1 January 2021)
	– Tom Ilube (appointed on 5 February 2021)
	– Roberto Quarta
	– Cindy Rose (appointed on 5 February 2021)
	– Nicole Seligman
Attendees
Other attendees at the Committee 
meetings were:
	– Chief Executive Officer
	– Chief Financial Officer
	– Chief People Officer
	– Global Reward and Performance Director
	– Company Secretary
	– Committee advisor (Willis Towers Watson)
The Chief Executive Officer and Chief Financial 
Officer are not present when matters relating 
to their own compensation or contracts are 
discussed and decided.
Key responsibilities
	– Setting the Compensation Policy and the 
terms and conditions for the Chairman of 
the Board, Executive Committee and 
Company Secretary
	– Designing and monitoring incentive 
arrangements including setting targets 
and assessing performance
	– Maintaining an active dialogue with 
shareholders and ensuring WPP practice 
aligns with corporate governance standards
JASMINE WHITBREAD
Chair of the  
Compensation Committee
“	THE IMPACT OF COVID-19 
ON OUR BUSINESS, OUR 
PEOPLE AND ON THE WIDER 
STAKEHOLDER GROUP HAS 
BEEN A KEY CONSIDERATION 
FOR THE COMPENSATION 
DECISIONS MADE DURING 
THE YEAR.”
	 Jasmine Whitbread
	 Chair of the  
Compensation Committee
To learn more see  
wpp.com/about/ 
corporate-governance
WPP ANNUAL REPORT 2020
134

CORPORATE GOVERNANCE

 
COMPENSATION IN 2020
STIP 2020
Due to the impact of Covid-19 on the 
financial performance of WPP, the financial 
component will not pay out. In an exceptional 
year, when leadership not only delivered a 
resilient performance with an agile response 
to the crisis, but also remained focused on 
progressing the transformation agenda, 
the Committee considered whether the 
non-financial measures should still be 
assessed. However, taking the wider 
stakeholder group into account, the decision 
was made not to make an award under the 
short-term incentive plan (STIP) for 2020.
A reduced STIP pool has been made 
available for the wider workforce to allow 
leaders to recognise exceptional 
contributions over the year.
LTIP 2016-2020
The 2016 Executive Performance Share 
Plan (EPSP) award completed its five-year 
performance period on 31 December 2020. 
This is a performance share plan that 
measures performance against three 
metrics: relative total shareholder return 
(TSR), return on equity (ROE) and earnings 
per share (EPS). The Committee has used 
its discretion to adjust the ROE to ensure 
management does not benefit from goodwill 
impairments made during the year. Following 
this adjustment, ROE performance fell below 
threshold levels, therefore no payout in 
respect of ROE was earned. With respect to 
the remaining performance measures, EPS 
performance was below threshold and the 
TSR component of the award achieved a 
threshold level of performance. This resulted 
in an overall total vesting of 5%.
IMPLEMENTING THE NEW DIRECTORS’ 
COMPENSATION POLICY
We were pleased to receive strong 
shareholder support for our updated 
Directors’ Compensation Policy at the 2020 
AGM. This policy included a restructured 
Executive Performance Share Plan (EPSP) 
with reduced normal grant values and metrics 
more closely aligned to WPP strategy, using 
return on invested capital (ROIC) and adjusted 
free cash flow (AFCF) together with relative 
TSR to measure performance. 
Due to uncertainty around the impact of 
Covid-19, at the suggestion of some of our 
shareholders, we took the unusual step of 
delaying target setting and therefore not 
setting out the financial targets for ROIC 
and AFCF in the 2019 Compensation 
Committee Report. 
Instead, we waited until we had greater 
clarity in relation to the financial outlook and 
consulted our key shareholders in relation 
to the existing landscape, the definitions of 
the measures, the targets and the value of 
2020 awards. 
During the consultation, it was 
acknowledged that the impact of the 
pandemic meant in-flight LTIPs and STIP 
have a limited retention or incentivisation 
effect and going forward this needed to 
be addressed. It was further recognised in 
respect of the proposed 2020 award that, 
to achieve vesting at the upper end of the 
scale, management would need to deliver 
strong performance against stretching 
targets creating long-term value for 
shareholders. The Committee carefully 
considered the views expressed, including 
the suggestion to include full commentary 
on the context in this report. The awards 
were subsequently made at the new reduced 
Policy normal levels (350% for the Chief 
Executive Officer and 300% for the Chief 
Financial Officer). 
The Committee is mindful of recent investor 
guidance regarding windfall gains. The 
Committee has the discretion to adjust the 
formulaic outcome of the award to ensure 
that vesting reflects underlying Company 
performance and value creation for 
shareholders. 
BOARD CHANGES 
As previously announced, Paul Richardson 
stepped down from the Board and his 
position as Group Finance Director with 
effect from 1 May 2020. Paul was treated in 
line with the Directors’ Compensation Policy 
and therefore received his base salary, 
benefits cash allowance and pension up to 
the date of his retirement, and a payment 
relating to outstanding annual leave. He was 
not eligible to receive a 2020 short-term 
incentive and was treated as a good leaver 
for the purposes of his outstanding share 
awards (see page 142). 
Paul was succeeded by John Rogers, 
who joined on 27 January 2020 and was 
appointed to the Board on 3 February 2020. 
John was appointed on a competitive salary 
package and received buy-out awards in line 
with the approved Directors’ Compensation 
Policy. Detail is disclosed in this report. 
LOOKING FORWARD TO 2021
2020 was a year that highlighted the 
inequalities in our society, particularly those 
faced by Black citizens throughout the world. 
We have made a series of commitments to 
tackle racism and invest in Black talent, 
alongside goals to improve gender diversity 
at senior leadership levels. Progress in these 
areas requires accountability throughout the 
business, but particularly at a leadership 
level. We have, therefore, included diversity, 
equity and inclusion (DE&I) goals in our 
incentive plans for senior executives from 
2021 onwards. 
CONCLUSION
I would like to thank the leadership team 
for making an exceptional contribution in 
an extraordinary year, while forgoing 
compensation and benefits at the same time. 
Furthermore, I would like to express my 
thanks to Committee members who have 
given generously of their time in what has 
been a particularly demanding year, and 
also to the key investors for their insight 
and contributions during our consultations. 
I believe that the decisions taken this year 
have been balanced, fair and in the 
long‑term interests of all stakeholders.
Jasmine Whitbread
Chair of the  
Compensation Committee
29 April 2021
COMPENSATION COMMITTEE REPORT
135
WPP ANNUAL REPORT 2020


CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT
IMPACT OF COVID-19 ON EXECUTIVE COMPENSATION
The impact of Covid-19 on our people, our business and on the wider stakeholder group has been a key determinant in many of the 
Committee’s decisions. The table below summarises the decisions made by the Committee during the year in the context of the pandemic.
ELEMENT OF
COMPENSATION
COMMITTEE DECISION
RATIONALE
●	 2020 salary 
Review
The CEO’s salary has not been 
reviewed since appointment in 
September 2018 and was due for 
review in 2020. This review has 
been postponed to 2021.
	– The Committee considered the employee and shareholder experience, including 
our focus on cost reduction, the postponement of salary increases for all 
employees, the suspension (and subsequent cancellation) of the 2019 dividend, 
and the associated performance of our share price. In light of these factors, the 
Committee took the decision to postpone the CEO’s salary review to ensure 
alignment with the wider employee and stakeholder group.
Temporary salary reduction
Base salaries for the CEO and the 
CFO were reduced by 20% for a 
period of four months, together 
with a reduction to the 
Chairman’s fee. There was a 
corresponding reduction in fees 
paid to Non-Executive Directors.
	– As part of a series of cost-reduction measures to protect the business and our 
people, the decision was made to temporarily reduce the salaries of the Executive 
Directors and other senior leaders.
●	 2020 STIP
Financial measures
Due to the impact of Covid-19 
on the financial performance of 
WPP, the financial component 
of the STIP will not pay out.
Non-financial measures
Taking the wider stakeholder 
group into account, the decision 
was made not to award a STIP 
based on non-financial 
performance in 2020.
	– The Committee is of the view that the Executive Directors have shown outstanding 
leadership during 2020 responding to the pandemic with an agility that ensured the 
protection of our business and our people, whilst responding to evolving client 
needs. The leadership team achieved some exceptional milestones in respect of 
progress against the strategy and have been integral in positioning the Company 
for growth in 2021.
	– However, in light of the impact of the pandemic on the business, our people and 
our shareholders, the Committee has made the decision not to award a STIP in 
respect of 2020.
●	 Long-term  
incentive plan
2016-2020 Vesting 
The 2016 EPSP award vested 
in March 2021 at 5%. 
	– The Committee has used its discretion to adjust the ROE to ensure management does 
not benefit from goodwill impairments made during the year. Following this adjustment, 
ROE performance fell below threshold levels. EPS performance was below threshold 
and the TSR component of the award achieved a threshold level of performance. 
This resulted in an overall total vesting of 5% which the Committee deemed a fair 
reflection of financial performance against the targets set five years previously.
2020-2022 Grant
Following a consultation with 
shareholders in respect of the 
definition of the new 
performance measures (ROIC, 
AFCF and TSR), the targets and 
award values, the Committee 
made the decision to grant 
2020 EPSP awards at the new 
reduced normal level (350% for 
the CEO and 300% for the CFO).
	– During consultation with shareholders, we noted that existing incentives provided 
limited retention and the need to ensure that the 2020 award incentivised 
management to deliver strong performance.
	– The Committee considered whether any adjustment should be made to the multiple 
of salary taking into account the Company’s share price. However, the performance 
measures are well aligned to strategy and our robust target-setting process ensures 
that the maximum end of the performance ranges represent exceptional 
performance and significant value for shareholders. Maximum and normal award 
levels under the Directors’ Compensation Policy reflect a reduction compared with 
the previous policy and the decision was made to make awards at this level. The 
Committee is confident that such awards will fulfil their purpose of incentivising 
and retaining an exceptional management team at a crucial time for the business.
	– The Committee is mindful of recent investor guidance regarding windfall gains. 
Under our Directors’ Compensation Policy, the Committee has the discretion to 
adjust the formulaic vesting opportunity when determining the final level of 
vesting, to ensure that it reflects underlying Company performance and value 
creation for shareholders. 
COMPENSATION  
AT A GLANCE
WPP ANNUAL REPORT 2020
136

CORPORATE GOVERNANCE

 
COMPENSATION COMMITTEE REPORT
ALIGNING COMPENSATION WITH STRATEGY
Performance measures are selected to align to our business strategy and include a range of financial and non-financial metrics. Non-financial 
metrics are measured in a scorecard with appropriate measures set based on role and accountabilities. These measures are based on four 
categories: Client – relating to new business and client satisfaction; People and DE&I – this will include improvements in relation to diversity 
as well as the delivery of our people strategy; ESG – aligned to the Company’s sustainability strategy and the management of governance 
and controls; and Strategic priorities – in relation to our Group-wide transformation.
STRATEGIC ELEMENTS
Financial measures
Vision  
& offer
Creativity
Data & 
technology
Simpler  
structure
People  
& culture
Short-term  
incentive plan 
(STIP)
Like-for-like headline 
operating profit growth
Headline operating profit margin
Like-for-like revenue less 
pass-through costs growth
Non financial scorecard
Client
People and DE&I
ESG
Strategic priorities
Long-term  
incentive plan 
(EPSP)
Return on invested capital
Adjusted free cash flow
Relative TSR
2020 PERFORMANCE OUTCOMES
STIP
Due to the impact of Covid-19 on the financial performance of WPP, the financial component of the STIP will not pay out. The Committee 
recognises the exceptional performance of both Executive Directors in delivering resilient performance in a challenging year whilst 
progressing the transformation agenda. However, taking account of the wider stakeholder experience, the decision was made not to 
award a STIP in respect of 2020 performance.
EPSP 
The Committee has used its discretion to adjust the ROE to ensure management does not benefit from goodwill impairments made 
during the year.
WEIGHTING
OUTCOME 
ACHIEVED
Threshold 
(20% payable)
Maximum 
(100% payable)
Average ROE over five years
1/3
0%
EPS growth over five years
1/3
0%
Relative TSR (common currency)
– assessed as outperformance against 
set % of peer group
1/3
15%
Relative TSR (local currency) 
– assessed as outperformance against 
set % of peer group
Total
100%
5%
15%
18%
14.7%
7%
14%
-8.6%
50%
90%
32%
50%
90%
55%
137
WPP ANNUAL REPORT 2020

300%
2020
Target
John Rogers
Appointed to the Board 3 February 2020
77%
  
600%
2018
2019
2020
Target
Mark Read
Appointed to the Board 3 September 2018
121%
215%
305%

CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT
COMPENSATION AT A GLANCE
SHAREHOLDING REQUIREMENTS 
Both Mark Read and John Rogers are on target to reach their shareholding requirements within seven years of their appointment 
as Executive Directors, as required by the Policy. Their shareholding is shown below as a percentage of base salary.
PENSIONS
As set out in our 2019 report, Mark Read’s pension contribution is being reduced to align executive pensions with the wider workforce in the 
UK and will be 10% of base salary by the end of the policy period. The chart below shows the contribution levels at year end throughout the 
policy period. John Rogers’ pension contribution is already aligned at 10% of base salary.
  
2019
2020
2021
2022
17.6%
15%
12%
10%
WPP ANNUAL REPORT 2020
138
TOTAL COMPENSATION 2020
£000
Mark Read 
• Fixed, consisting of base salary, benefits and pension
• Short-term incentives (STIP)
• Long-term incentives (EPSP)
• Buy-out awards (see page 142)
John Rogers  
Joined the Company on 27 January 2020
2020
(actual)
0
2,000
4,000
6,000
8,000
2020
(maximum)
2020
(target)
4,729
3,009
4,385
2020
(actual)
2019
(actual)
2020
(maximum)
2020
(target)
2,594
7,032
4,448
1,136
0
2,000
4,000
6,000
8,000

CORPORATE GOVERNANCE
COMPENSATION POLICY
The Directors’ Compensation Policy was approved by shareholders at the 2020 AGM. The table below shows a summary of the policy and 
how it will be implemented for 2021. Full details of the policy can be found at pages 120-125 of the 2019 Annual Report and Accounts.
TIMELINE OF COMPENSATION ELEMENTS
2021
2022
2023
2024
2025
●	 Base salary
●	 Benefits
●	 Pension
●	 Short‑term  
incentive
Cash
Deferred shares (Executive Share Award)
●	 Long‑term  
incentive
Performance period
Holding period
FIXED ELEMENTS OF COMPENSATION
COMPONENT AND 
TIME HORIZON
PURPOSE 
AND LINK  
TO STRATEGY
OPERATION
OPPORTUNITY
IMPLEMENTATION  
FOR 2021
●	 Base salary
To maintain 
package 
competitiveness 
and reflect skills 
and experience; 
to enable 
recruitment and 
retention.
Base salary is typically reviewed every two years 
but may be reviewed annually if the Committee 
deems appropriate.
The Committee may realign base salary over a 
phased period for new Board appointees who 
start on a lower-than-market salary.
Salary levels and increases take into consideration:
	– Salary increases awarded across the Group
	– Individual performance 
	– Levels in other companies of similar size, 
scope and complexity
Increases for executives will usually be 
aligned to the wider workforce which 
will reflect the performance of the 
Company, individual and local 
economic factors.
Increases above the normal level may 
be made to take into account special 
circumstances such as:
	– Increase in the nature or scope of 
the role
	– To reflect development in a role 
such as in the case of an executive 
appointed at a below-market 
salary
Mark Read: £975,000 
John Rogers: £740,000
Salary levels may be 
reviewed in 2021.
●	 Benefits
Provide an annual 
fixed and 
non-itemised 
allowance to 
enable the 
executive to 
procure benefits 
to enable them 
to undertake 
their role and 
ensure their 
wellbeing and 
security.
The fixed annual allowance will be reviewed 
periodically by the Committee and any changes will 
be effective for the next fiscal year. The allowance is 
set with regard to the individual concerned and the 
role they undertake. 
Should the executive be required to move to a 
different country, a relocation benefit may be 
provided in addition to the usual benefit allowance.
The maximum benefit allowance 
payable is £50,000.
Mark Read: £35,000
John Rogers: £30,000
●	 Pension
To enable 
provision for 
retirement 
benefits.
Pension is provided by way of contribution to a 
defined contribution retirement arrangement, 
or as a cash allowance, determined as a 
percentage of base salary.
Executive Director: 10% of base salary.
Current:  
CEO – 15% of base salary reducing to 
10% over the 2020-2022 Policy period.
CFO – 10% of base salary.
Mark Read: 15%*
John Rogers: 10%
* To be reduced to 12% during 
2021 as part of plans to align 
executive pensions with the 
wider workforce.

 
COMPENSATION COMMITTEE REPORT
139
WPP ANNUAL REPORT 2020

CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT
VARIABLE ELEMENTS OF COMPENSATION
COMPONENT AND 
TIME HORIZON
PURPOSE 
AND LINK  
TO STRATEGY
OPERATION
OPPORTUNITY
PERFORMANCE
IMPLEMENTATION  
FOR 2021
●	 Short-term 
incentive plan 
(STIP)
	– Cash bonus
	– Executive 
Share Award 
(ESA)
To drive the 
achievement 
of strategic 
priorities for the 
financial year 
and to motivate, 
retain and reward 
executives over 
the short and 
medium term.
The ESA element 
of the incentive 
aligns executives 
with shareholder 
interests.
Targets are set early in the year. 
The Committee determines the 
extent to which these targets have 
been achieved at the end of the 
year based on performance. 
The STIP is delivered as follows:
	– At least 40% of the STIP pay-out 
is delivered in the form of 
conditional deferred shares (ESA) 
which will be released after a 
period of two years
	– The Committee has discretion 
to adjust the formulaic bonus 
outcomes both upwards and 
downwards (including to zero) if 
it is determined that performance 
has been impacted by unforeseen 
circumstances and the outcome 
is not reflective of the underlying 
company performance
	– STIP is subject to the malus and 
clawback policy
Maximum 
opportunity 
	– 250% of base 
salary
Target opportunity
	– 50% of the 
maximum 
opportunity
Less than the 
maximum 
opportunity may 
be applied to 
executives.
Dividends will accrue 
on the ESA during 
the deferral period.
Performance measures and 
targets are reviewed and 
set annually to ensure 
continued strategic 
alignment.
Financial measures may 
represent a minimum of 75% 
of the award and a 
maximum of 100%.
Individual strategic or 
non-financial objectives 
may represent up to 25% 
of the award.
Mark Read: 0-250%
John Rogers: 0-225%
75% financial and 
25% non-financial 
targets
●	 Long-term 
incentive plan 
– Executive 
Performance 
Share Plan 
(EPSP)
To drive the 
achievement 
of long-term 
strategic 
priorities, to aid 
retention and to 
align executive 
and shareholder 
interests over 
the long term.
The EPSP comprises a grant of 
performance share awards which will 
vest subject to the achievement of 
performance conditions. 
The EPSP has a performance period of 
three years, followed by a two-year 
holding period of the vested shares. 
The Committee has the discretion to 
adjust the formulaic outcome of the 
award to ensure that vesting reflects 
underlying Company performance 
and value creation for shareholders.
EPSP is subject to the malus and 
clawback policy.
Maximum 
opportunity 
	– 400% of base 
salary
Less than the 
maximum 
opportunity may 
be applied to 
executives. 
Dividends will accrue 
on awards during the 
performance period.
Vesting of the EPSP is 
subject to the achievement 
of demanding performance 
targets. 
Performance measures are 
set by the Committee and 
may be a mix of market, 
financial and non-financial 
measures. In 2021 the 
measures will be relative 
TSR, ROIC and cumulative 
adjusted free cash flow 
(AFCF). 
Threshold performance will 
produce an award of 20% 
of the award granted and 
increase on a sliding scale 
to 100% for maximum 
performance achievement. 
Mark Read: 0-350%
John Rogers: 0-300%
●	 Shareholding 
requirements
To align the 
interests of 
Executive 
Directors with 
shareholders.
Executive 
Directors are 
required to hold 
100% of their 
shareholding 
requirement for 
a period of one 
year following 
cessation of 
employment, 
reducing to 50% 
for a second year.
Executive Directors and other 
members of the senior management 
team are subject to shareholding 
requirements which seek to reinforce 
the WPP principle of alignment of 
management’s interests with those 
of shareholders.
Chief Executive 
Officer: 600% of 
base salary.
Chief Financial 
Officer: 300% of 
base salary.
Minimum for any 
other new executive 
appointed to the 
Board: 200% of 
base salary.
Executive Directors 
will be permitted a 
period of seven years 
from the date of 
their appointment 
to achieve the 
required level.
If an Executive Director fails 
to achieve the required 
levels of shareholding, the 
Committee will decide 
what remedial action or 
penalty is appropriate. 
This may involve a reduction 
in future share awards or 
requiring the Director to 
purchase shares in the 
market to meet the 
shareholding requirements.
If the Executive Director 
fails to maintain their 
shareholding requirement 
post‑employment, this may 
result in a reduction of 
outstanding awards.

COMPENSATION POLICY
WPP ANNUAL REPORT 2020
140

CORPORATE GOVERNANCE
ANNUAL REPORT  
ON COMPENSATION
This section of the report sets out details 
of how the Directors’ Compensation Policy 
was implemented in 2020. We start by 
setting out the details of the operation of 
the Compensation Committee and then 
present a summary of the 2020 Director 
compensation together with a summary 
of pay across the Group.
Payments have been made in accordance 
with the Directors’ Compensation Policy, 
approved by shareholders at the 2020 AGM. 
The information included in this section has 
been audited where stated.
GOVERNANCE IN RELATION 
TO COMPENSATION
During 2020, there were three scheduled 
and eight unscheduled Compensation 
Committee meetings. A table of Board and 
Committee attendance can be found on 
page 123 and the detail of key activities 
discussed is set out below.
EXTERNAL ADVISORS
The Committee retains Willis Towers Watson 
(WTW) to act as independent advisors. 
They provide advice to the Compensation 
Committee and work with management on 
matters related to our compensation policy 
and practices. They are a member of the 
Remuneration Consultants Group and have 
signed the code of conduct relating to the 
provision of advice in the UK. Considering 
this, and the level and nature of the service 
received, the Committee remains satisfied 
that the advice is objective and independent. 
WTW provides limited other services at a 
Group level and some of our operating 
companies engage them as advisors at a 
local level. In 2020, WTW received fees of 
£166,265 in relation to the provision of advice 
to the Committee. The Committee receives 
external legal advice, where required, to 
assist it in carrying out its duties.
The Committee members have no personal 
financial interest (other than as a shareholder 
as disclosed on page 151) in the matters 
to be decided by the Committee, potential 
conflicts of interest arising from cross-
directorships, or day-to-day involvement 
in running the Company’s businesses. The 
terms of reference for the Compensation 
Committee are available on the Company’s 
website and will be on display at the AGM, 
as set out in the Notice of AGM.
ADVISORS TO THE 
COMPENSATION COMMITTEE
The Compensation Committee regularly 
consults with Group executives. The 
Committee invites certain individuals to 
attend meetings, including the Chief 
Executive Officer and Chief Financial Officer 
(who are not present when matters relating 
to their own compensation or contracts 
are discussed and decided), the Company 
Secretary, the Chief People Officer and the 
Global Reward and Performance Director. 
The latter two individuals provide a 
perspective on information reviewed by 
the Committee and are a conduit for 
requests for information and analysis from 
the Committee’s external advisors.
To learn more see  
wpp.com/about/ 
corporate-governance

 
COMPENSATION COMMITTEE REPORT
ACTIVITY DURING THE YEAR
The key activities of the Compensation Committee are set out below. In addition to the specific items outlined, the Committee reviews any 
compensation matters relating to the Executive Directors and the Executive Committee, as well as all compensation governance matters.
2020
Q1
Q3
	– Determined performance outcomes for 2015-2019 EPSP and 2019 STIP
	– Consideration of 2020 STIP and EPSP targets in the context of the emerging 
Covid-19 pandemic
	– Agreement of retirement terms for the outgoing Group Finance Director
	– Reviewed and approved updated terms of reference
	– Reviewed and approved 2019 Compensation Committee Report
	– Received further updates on compensation implications of Covid-19 
throughout the workforce
	– Approved salary reinstatement for Executive Directors and fees for Chairman
	– Consideration of ESG measures in incentives
	– Reviewed and approved design concepts for 2021 incentives for the 
Executive Directors and Executive Committee
Q2
Q4
	– Received an update on the compensation implications of Covid-19
	– Reviewed and approved proposals to reduce salaries as a cost reduction 
measure at the executive and senior leadership level
	– Received an update on the executive compensation landscape
	– Received update on the performance of inflight EPSP awards
	– Considered proposed targets for delayed 2020 EPSP awards
	– Shareholder consultation regarding proposed 2020 EPSP awards
	– Received an update on the gender pay gap analysis and wider 
workforce incentives
	– Finalised EPSP 2020 targets based on shareholder feedback and 
approved awards
	– Considered TSR peer groups for 2021 EPSP awards
141
WPP ANNUAL REPORT 2020

DIRECTOR CHANGES DURING THE YEAR
Paul Richardson retired from the Company 
with effect from 1 May 2020. John Rogers 
joined the Company as Chief Financial 
Officer Designate on 27 January 2020 and 
was appointed to the Board on 3 February 
2020. Mr Rogers became Chief Financial 
Officer following Paul Richardson’s 
retirement on 1 May 2020.
PAUL RICHARDSON
In line with the current Directors’ 
Compensation Policy, Paul Richardson 
received his base salary, benefits cash 
allowance and pension up to the date of 
his retirement and a payment relating to 
outstanding annual leave, details of which 
are included in the single figure table on 
page 143. Mr Richardson was not eligible to 
receive a 2020 short-term incentive. He was 
treated as a good leaver for the purposes of 
his outstanding share awards. Unvested ESA 
awards will be reduced on a time pro-rata 
basis and paid on the normal vesting date. 
Outstanding EPSP awards will vest subject to 
performance at the end of the performance 
period and time pro-rating. Awards will be 
paid on the normal vesting date. 
JOHN ROGERS
As announced on 1 October 2019, John 
Rogers’ compensation package, in line with 
the shareholder approved Policy, consists 
of the following:
	– Base salary of £740,000
	– Annual bonus opportunity of 225%
	– An award of 300% of base salary under 
the EPSP
	– A benefits allowance of £30,000 per annum
	– A cash allowance in lieu of pension of 10% 
of base salary
Mr Rogers also received buy-out awards to 
compensate for the forfeiture of incentive 
awards from his previous employer. The 
awards have been determined according to 
the Policy, such that the structure and value 
of the awards will be informed by the 
structure and value of those entitlements 
being forfeited, and the performance 
targets, time horizon and method of 
payment has been set in an appropriate 
manner at the discretion of the Committee:
	– Awards made in cash on appointment 
totalling £729,707
	– An award made in cash paid in May 2020 
of £727,831
	– Two awards made in restricted stock of 
£288,514 and £364,100, vesting in 
November 2021 and May 2021 respectively
	– Two awards made in performance shares 
under the EPSP of £1,069,783 and 
£1,427,990 vesting in March 2021 and 2022 
respectively. Both these awards are 
subject to a TSR performance condition 
and discretionary ROIC underpin over the 
respective performance periods
STATEMENT OF SHAREHOLDER VOTING
The results of the shareholder vote at the Company’s 2020 AGM in respect of the 2019 Compensation Committee Report and the Directors’ 
Compensation Policy are shown below:
Voting outcome for 2019 Compensation Committee Report (At 2020 AGM)
VOTES FOR
VOTES AGAINST
VOTES CAST
VOTES WITHHELD
Resolution
Number
%
Number
%
Number
Number
To approve the 
Compensation 
Committee Report
874,512,819
90.72
89,440,199
9.28
963,953,018
25,281,512
Voting outcome for 2020 Compensation Policy (At 2020 AGM)
VOTES FOR
VOTES AGAINST
VOTES CAST
VOTES WITHHELD
Resolution
Number
%
Number
%
Number
Number
To approve the 
Compensation Policy
885,129,086
90.76
90,096,398
9.24
975,225,484
14,009,046
CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT
ANNUAL REPORT ON COMPENSATION
WPP ANNUAL REPORT 2020
142

CORPORATE GOVERNANCE
EXECUTIVE DIRECTORS’ TOTAL COMPENSATION RECEIVED (AUDITED)
Single total figure of compensation 
Short-term incentive £000
Base 
salary3 
£000
Benefits 
£000
Pension
£000
Total 
fixed
£000
Cash
Deferred
Long-term
incentive4 
£000
Total
variable
£000
Other4,5
£000
Total annual 
compensation
£000
Mark Read
2020
910
36
158
1,104
–
–
32
32
–
1,136
2019
975
35
171
1,181
805
537
71
1,413
–
2,594
John Rogers1
2020
643
30
64
737
–
–
1,538
1,538
2,110
4,385
Paul Richardson2
2020
282
25
62
369
–
–
105
105
242
716
2019
840
67
252
1,159
670
–
201
871
–
2,030
1	 John Rogers joined the Company on 27 January 2020. His base salary and benefits reflect his time in role.
2	Paul Richardson retired effective 1 May 2020. His 2020 base salary, contractual fee for his directorship of WPP plc and benefits reflect his time in role. Paul Richardson’s base salary and benefits allowance 
are denominated in US dollars and have been converted at an exchange rate of $1.2836 to £1. Mr Richardson was not eligible to receive an annual bonus for 2020 and his 2016 EPSP vesting has been 
prorated to reflect his time in role in accordance with the Directors’ Compensation Policy.
3	Mark Read and John Rogers voluntarily reduced their base salary for a four-month period during the year as part of cost-reduction targets implemented during the Covid-19 pandemic.
4 John Rogers received buy-out awards to compensate for the forfeiture of incentive awards from his previous employer. This comprises cash of £1,457,538, restricted stock of £652,614 and an EPSP which 
vested in March 2021 based on a performance period of 1 Jan 2019 to 31 Dec 2020 with a final vesting value of £1,538,363.
5 Paul Richardson received a payment in relation to accumulated outstanding annual leave on retirement.
 FIXED ELEMENTS OF COMPENSATION (AUDITED)
The Compensation Policy summaries below are from the 2020 Directors’ Compensation Policy, as approved by shareholders, and represent 
the maximum levels applicable. 
BASE SALARY
Base  
salary  
policy
Typically reviewed every 
two years but may be 
reviewed annually if the 
Committee deems 
appropriate
Salary levels and increases take into consideration:
	– Salary increases awarded across the Group
	– Individual performance
	– Levels in other companies of similar size, scope 
and complexity
Increases for executives will usually 
be aligned to the wider workforce 
which will reflect the performance of 
the Company, individual and local 
economic factors
Effective date
Annual base 
salary 
000
Base salary 
received 
in 2020 
000
Mark Read
3 September 2018
£975
£910
John Rogers
27 January 2020
£740
£643
Paul Richardson1
1 July 2013
$945 and £100
£282
1	 Paul Richardson received a salary denominated in US dollars and a fee for directorship of WPP plc denominated in 
pounds sterling. The base salary has been converted at an exchange rate of $1.2836 to £1. Paul Richardson retired 
with effect from 1 May 2020. His salary and Director’s fee have been prorated to reflect this.
Mark Read and John Rogers voluntarily 
reduced their salaries by 20% for the 
period 1 April to 31 July 2020 as part of 
plans to reduce cost during the Covid-19 
pandemic. 

 
COMPENSATION COMMITTEE REPORT
143
WPP ANNUAL REPORT 2020

BENEFITS
Benefits  
policy
Fixed, non-itemised 
allowance enabling 
executives to procure 
their own benefits 
as required
Allowance as follows:
Maximum – £50,000  
CEO – £35,000 
CFO – £30,000
Reviewed periodically by the 
Committee
In addition to the allowance received, the values 
disclosed include the value of expenses related 
directly to attendance at Board meetings that would 
be chargeable to UK income tax. The expenses for 
Mark Read were £945 (£2,442 in 2019), for John Rogers 
were £1,641 and for Paul Richardson were £2,458 
(£7,626 in 2019).
2020 
 Benefits 
£000
Mark Read
36
John Rogers
30
Paul Richardson1
25
1	 Paul Richardson retired with effect from 1 May 2020. His benefits allowance has been pro-rated to reflect this. 
His allowance is denominated in US dollars and has been converted at an exchange rate of $1.2836 to £1.
 SHORT-TERM INCENTIVE (AUDITED)
Short-term 
incentive  
policy
Maximum opportunity 
– 250% of base salary
Target opportunity  
– 50% of the maximum 
opportunity
Financial measures may 
represent a minimum of 
75% of the award and a 
maximum of 100%
Individual strategic or 
non-financial objectives 
may represent up to 25% 
of the award
At least 40% of the STIP 
payout is deferred into 
shares, vesting after 
two years
Deferred shares are subject 
to malus provisions
Cash bonus is subject to 
clawback provisions
PERFORMANCE AGAINST 2020 OBJECTIVES
Due to the impact of Covid-19 on the performance of WPP and the uncertainty over future performance, the Committee determined it was 
not possible to set meaningful financial targets. As a result, the financial component will not pay out. The Committee considered whether the 
non-financial measures should be assessed and a STIP awarded. The Committee recognised the exceptional performance of both Executive 
Directors in delivering resilient performance in a challenging year whilst progressing the transformation agenda. However, taking the wider 
stakeholder group into account, the decision was made not to award a STIP in respect of 2020 performance.
Mark Read was awarded an allowance of 20% less 
employer’s national insurance contribution of 13.8% 
resulting in a net pension contribution of 17.6%. This 
reduced to 15% during 2020 and will reduce to 12% 
in 2021 and 10% in 2022 to ensure alignment with the 
wider workforce by the end of 2022.
Contractual 
pension
(% of base salary)
2020 
 Pension 
£000
Mark Read
15
158
John Rogers
10
64
Paul Richardson1
30
62
1	 Paul Richardson’s pension is denominated in US dollars and has been converted at an exchange rate of $1.2836 to £1.
PENSION
Pension  
policy
Contribution to a defined 
contribution retirement 
arrangement, or a cash 
allowance
Opportunity is as follows:
Executive Director – 10% of base salary
Current:
CEO – 15% of base salary reducing to 10% over the 
Policy period
CFO – 10% of base salary
Only base salary is pensionable
CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT
ANNUAL REPORT ON COMPENSATION
WPP ANNUAL REPORT 2020
144

CORPORATE GOVERNANCE
 SHORT-TERM INCENTIVE WEIGHTINGS AND MEASURES FOR 2021
The Committee has reviewed the performance objectives for 2021 to ensure continued alignment with Company strategy. The Group financial 
measures are headline operating profit growth, headline operating profit margin improvement and revenue less pass-through costs growth. 
Non-financial performance will be measured based on a scorecard including the following metrics: Client – relating to new business and client 
satisfaction; People and DE&I – this will include improvements in relation to diversity as well as the delivery of our people strategy; ESG – 
aligned to the Company’s sustainability strategy and the management of governance and controls; and Strategic priorities – in relation to our 
Group-wide transformation.
The Committee is of the view that the specific targets for the STIP are commercially sensitive and it would be detrimental to the Company to 
disclose them in advance of, or during, the relevant performance period. To the extent targets are no longer commercially sensitive they will 
be disclosed at the end of the relevant performance period in that year’s Annual Report, as we have done in previous years.
 LONG-TERM INCENTIVES (AUDITED)
VESTING OF 2016-2020 EPSP AWARDS 
Vesting of the 2016 EPSP awards was dependent on performance against three measures, all assessed over a five-year period:
	– WPP’s relative TSR, measured in common and local currency, against a custom group of WPP’s comparators (Dentsu, Interpublic, Ipsos, 
Nielsen, Omnicom and Publicis – GfK and Havas were removed from the peer group as they were subject to complete acquisitions in 2017 
and were listed for less than 40% of the performance period), weighted by their respective market capitalisation
	– Compound annual growth in headline EPS
	– Average ROE
The Committee has used its discretion to adjust the ROE to ensure management does not benefit from goodwill impairments made during 
the year. In aggregate, WPP’s performance against the three measures resulted in an overall achievement of 5.0% of the maximum award as 
set out below.
Performance measure
Weighting
Threshold  
%
Maximum  
%
Actual  
%
% of maximum 
achieved 
Relative TSR (common currency)
1/3
50% of 
weighted peer 
group 
outperformed 
90% of 
weighted peer 
group 
outperformed 
32
15.0
Relative TSR (local currency)
55
EPS growth
1/3
7.0
14.0
-8.6
0.0
Average ROE
1/3
15.0
18.0
14.7
0.0
Total vesting (% of maximum)
5.0
Number of  
shares awarded
Additional  
shares in respect 
of dividend 
accrual
Number of  
shares vesting
Share price 
 on vesting
Value of vested  
2016-2020 
EPSP awards1 
000
Mark Read
58,644
545
3,477
£9.111
£32
Paul Richardson2
41,536
333
2,132
$62.922
$134
1	 None of the value of the vested awards is attributable to share price appreciation.
2	Paul Richardson’s EPSP awards were granted in the form of ADRs. In addition to the application of the performance outcome, Paul Richardson’s award was time prorated in accordance with the Plan Rules.

 
COMPENSATION COMMITTEE REPORT
145
WPP ANNUAL REPORT 2020

ANNUAL REPORT ON COMPENSATION
2020 EPSP AWARDS GRANTED
Executive 
Performance 
Share Plan  
(EPSP) Policy
Maximum opportunity 
– 400% of base salary
Threshold performance will 
result in 20% vesting 
increasing on a straight line 
basis to 100% for maximum 
performance
1/3 ROIC
1/3 AFCF
1/3 TSR
Three-year performance 
period plus two-year 
holding period
Subject to malus and 
clawback provisions
Awards accrue dividends
In 2020, the Executive Directors were granted awards under the EPSP as approved by shareholders in 2020. The performance measures are 
ROIC, AFCF and relative TSR. In order to set meaningful targets, an extensive target-setting process took place which had been delayed as set 
out in the 2019 Annual Report. This ensured targets could take account of greater clarity in relation to the financial outlook. Proposed targets 
were developed based on detailed medium-term financial plans and robust modelling, with reference to analyst consensus estimates. As part 
of the consultation with our key shareholders on the metrics and their associated definitions, we also sought input on potential targets to 
inform the eventual goal-setting for the awards subsequently granted. 
Definition of measure
Relative TSR
TSR performance is compared to that of five comparators: Dentsu, IPG, Omnicom, Publicis and the 
FTSE 100 Index. Each comparator carries an equal weighting. TSR performance is calculated both in 
common and local currency (weighted equally). Using a dual basis ensures that the interests of both 
local and international investors are reflected in the performance measures. 
AFCF 
(Adjusted free cash flow)
A cumulative AFCF for each of the three years in the performance period. Adjusted free cash flow is 
calculated as cash generated by operations plus dividends received from associates, interest received, 
investment income received, and proceeds from the issue of shares, less interest and similar charges 
paid, dividends paid to non-controlling interests in subsidiary undertakings, repayment of lease liabilities 
(including interest), and purchases of property, plant and equipment and purchases of other intangible 
assets over the course of the performance period.
ROIC 
(Return on invested capital)
An average of the year end ROIC for each of the three years in the performance period calculated as:
Headline operating profit/Invested capital
Where invested capital = 
(Opening net assets + closing net assets)/2 
+ average net debt 
+ average lease liabilities (opening lease liabilities + closing lease liabilities)/2
The table below summarises the awards granted and the performance conditions against which participants will be measured.
Awards granted in 2020
Basis and level of award  
(% of salary)
Number of  
shares awarded
Face value at  
date of grant1  
£000
Mark Read
350
460,464
3,413
John Rogers
300
299,554
2,220
Performance measure
Relative TSR
AFCF
ROIC
Weight
One‑third
One-third
One-third
Nature
Relative to peers
Cumulative
Average
Performance zone (threshold to maximum)
Median to upper decile
£2,300m-£3,100m
11.5%-12.9%
Payout
For performance below threshold there is nil vesting. 20% vesting occurs at threshold performance, 
100% vesting at maximum performance and straight-line vesting between threshold and maximum
Performance period
1 January 2020 to 31 December 2022
Holding period
1 January 2023 to 31 December 2024
1	 Awards were granted on 24 November 2020. Face value is calculated based on the five-day average share price preceding the date of award (£7.411).
CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT
WPP ANNUAL REPORT 2020
146

CORPORATE GOVERNANCE
ADDITIONAL SHARE AWARDS – BUY-OUT AWARDS 
John Rogers received buy-out awards to compensate for the forfeiture of incentive awards from his previous employer. These awards were 
determined in accordance with the Policy and comprise cash, restricted stock and performance shares. The table below summarises the 
awards granted by way of restricted stock and performance shares (see page 142 and the single figure table on page 143 for further 
information in relation to the cash elements).
Number of  
shares awarded
Face value  
at date  
of grant 
£000
Vesting date
Subject to 
performance
Performance conditions
Restricted stock award1
66,176
364
4 May 2021
No
–
Restricted stock award1
52,438
289
15 Nov 2021
No
–
EPSP award2
182,744
1,070
15 March 2021
Yes
Relative TSR over the 2-year 
period 1 Jan 2019 to 31 Dec 2020 
and discretionary ROIC underpin3
EPSP award2
243,934
1,428
15 March 2022
Yes
Relative TSR over the 3-year 
period 1 Jan 2019 to 31 Dec 2021 
and discretionary ROIC underpin3
1	 Granted on 14 May 2020 at a share price of £5.502.
2	Granted on 14 May 2020 at a share price of £5.854.
3	The TSR peer group and calculation method is as per the terms of the 2019 EPSP award. The comparator group comprised Dentsu, Interpublic, Ipsos, Nielsen, Omnicom and Publicis. TSR performance is 
calculated on a market capitalisation-weighted basis in both common and local currency (weighted equally). A discretionary ROIC underpin may be applied.
The first of the EPSP awards granted to John Rogers has vested following achievement of the TSR performance measure. The Committee has 
the discretion to determine the extent to which the award will vest if an average ROIC of 7.5% over the performance period is not achieved.
Weighting
Threshold  
(15% payable)
Maximum 
(100% payable)
Actual performance
Vesting
Relative TSR common currency
50%
50% of weighted 
peer group 
outperformed
90% of weighted 
peer group 
outperformed
87%
93%
Relative TSR local currency
50%
85%
89%
Average ROIC 
Underpin
Average ROIC of 7.5%
8.1%
–
Total vesting (as a % of maximum)
91%
Number of shares 
awarded
Additional shares  
in respect of  
dividend accrual
Number of  
shares vesting
Share price  
on vesting1
Value of  
vested shares1 
000
John Rogers
182,744
2,546
168,843
£9.111
£1,538
1	 The share price increased 55.6% between the grant and vest dates for this award. £549,956 of the total value of vested shares is attributable to share price appreciation.
 EPSP MEASURES AND TARGETS FOR 2021
The table below shows the targets against which performance will be measured for the awards granted in 2021. In setting the targets the 
Committee took into account the exceptional working capital performance in 2020 which impacts on the adjusted free cash flow metric. 
The Committee considers the measures and targets set to be appropriate and challenging.
Performance measure
Relative TSR
AFCF
ROIC
Weight
One‑third
One-third
One-third
Nature
Relative to peers
Cumulative
Average
Performance zone (threshold to maximum)
Median to upper decile
£2,100m-£2,900m
14.1%-15.9%
Payout
For performance below threshold there is nil vesting. 20% vesting occurs at threshold performance, 
100% vesting at maximum performance and straight-line vesting between threshold and maximum
Performance period
1 January 2021 to 31 December 2023
Holding period
1 January 2024 to 31 December 2025

 
COMPENSATION COMMITTEE REPORT
147
WPP ANNUAL REPORT 2020

CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT
 ANNUAL REPORT ON COMPENSATION
ALIGNING PAY AND PERFORMANCE
As set out in the Directors’ Compensation Policy, the Committee’s objective is to align variable compensation with the key strategic priorities 
of WPP, maximising the dynamic between pay and performance.
This dynamic is contingent upon the Committee setting challenging targets each year. The following graph and table demonstrate the 
relationship between pay and performance over the last ten years for the CEO. With respect to 2018, the pay for both the current and 
previous CEO are included, as separate sets of data.
HISTORICAL TSR PERFORMANCE1 
Value of hypothetical £100 holding 
2019
2020
2018
£144
WPP
FTSE 100
£163
2017
2016
2015
2014
2013
2012
2011
2010
300
0
100
200
Source: S&P Capital IQ.
2011
2012
2013
2014
2015
2016
2017
2018
MSS5
2018
MR5
2019
2020
CEO total compensation (£000)2
11,941
17,543
29,846
42,704
70,409
48,148
13,930
3,085
965
2,594
1,136
Year-on-year change in CEO total 
compensation (%)
3
47
70
43
65
(32)
(71)
(78)
n/a
1696
(56)
Short-term incentive award against 
maximum (%)
77
62
82
72
86
60
0
0
30
55
0
Long-term incentive award against 
maximum (%)
46
86
87
100
100
100
73
33
33
15
5
Change in annual TSR (%)3 
(13)
38
56
3
18
19
(20)
(33)
(33)
27
(20)
Change in five-year TSR (%)4
13
45
241
172
135
210
96
(1)
(1)
(4)
(44)
1	 Growth in the value of a hypothetical £100 holding of WPP ordinary shares over ten years against an equivalent holding in the FTSE 100 (the broad market equity index of which WPP is a constituent) 
based on one-month average of trading day values. Source: CapIQ.
2	Calculated based on the methodology used for disclosing compensation in the single total figure of compensation table.
3	TSR calculated using a one-month trading day average, consistent with the data shown in the graph.
4	TSR calculated using a six-month averaging period, consistent with the calculation methodology under EPSP.
5	Sir Martin Sorrell (MSS) left the company on 14 April 2018; Mark Read (MR) was appointed as Chief Executive Officer from 3 September 2018.
6	Mark Read was appointed to the role of Chief Executive Officer in September 2018. The year-on-year change has been calculated based on the total compensation for this four‑month period.
WPP ANNUAL REPORT 2020
148

CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
NON-EXECUTIVE DIRECTORS’ FEES
Non-Executive 
Director policy
Base fees reflect the skills, 
experience and time 
required to undertake  
the role
Additional fees reflect 
additional time required  
in any additional duties for  
the Company
To enable the Chairman and  
Non-Executive Directors to 
undertake their roles
No element of pay is  
performance-linked
The fees due to Non-Executive Directors were reviewed and increased in 2018. The Chairman’s fee was reviewed and increased effective 
July 2019. The fees are shown in the table below:
£000
Chairman
525
Non-Executive Director
85
Senior Independent Director
30
Chair of Audit or Compensation Committee
40
Chair of Nomination and Governance Committee
15
Chair of Sustainability Committee1
15
Member of Audit or Compensation Committee
20
Member of Nomination and Governance Committee
10
Member of Sustainability Committee
10
1	 The Sustainability Committee is currently co-chaired. Each Chair receives a £15,000 fee.
NON-EXECUTIVE DIRECTORS’ TOTAL COMPENSATION RECEIVED (AUDITED)
The single figure table below details fee payments received by the Non-Executive Directors while they held a position on the Board. 
During both 2019 and 2020, the Company met the cost (including national insurance and income tax, where relevant) of expenses incurred 
by the Non-Executive Directors in performing their duties of office, in accordance with the policy set out above.
Fees 
£000
Benefits 
£000
Total 
£000
20201
2019
2020
2019
2020
2019
Roberto Quarta2
490
500
27
57
517
557
Angela Ahrendts, appointed 1 July 2020
41
n/a
0
n/a
41
n/a
Jacques Aigrain
135
145
2
6
137
151
Sandrine Dufour, appointed 3 February 2020
89
n/a
1
n/a
90
n/a
Tarek Farahat
98
105
0
1
98
106
Sir John Hood, retired 10 June 2020
51
125
3
10
54
135
Tom Ilube, appointed 3 October 2020
20
n/a
1
n/a
21
n/a
Daniela Riccardi, retired 10 June 2020
39
95
1
1
40
96
Cindy Rose3
98
79
5
2
103
81
Nicole Seligman
135
145
1
0
136
145
Sally Susman4
103
98
1
0
104
98
Sol Trujillo, retired 10 June 2020
43
105
1
1
44
106
Keith Weed3,4
93
17
5
1
98
18
Jasmine Whitbread3
118
37
5
0
123
37
1	 The Non-Executive Directors took a voluntary 20% reduction in fees for four months between April and July 2020.
2	The Chairman’s fee was reviewed and increased effective July 2019.
3	Cindy Rose, Keith Weed and Jasmine Whitbread were appointed to the Board in 1 April 2019, 1 November 2019 and 1 September 2019 respectively.
4	Sally Susman and Keith Weed co-chair the Sustainability Committee. The Committee was set up at the end of 2019, having its first meeting in December 2019.

 
149
WPP ANNUAL REPORT 2020

CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT
 ANNUAL REPORT ON COMPENSATION
PAST DIRECTORS 
Since his retirement from the Board, Timothy Shriver provided consultancy services advising the Company on certain client relationships until 
30 June 2020. He received a payment of £77,906 in 2020 for his consultancy services.
The Compensation Committee exercised its discretion under the terms of the EPSP to make malus adjustments. It determined that the 2016 
and 2017 EPSP Awards granted to Sir Martin Sorrell, the former Group Chief Executive, will lapse as a result of Sir Martin Sorrell’s disclosure of 
confidential information belonging to WPP and certain of its clients to the media during his tenure as a WPP director.
 EXECUTIVE DIRECTORS’ INTERESTS (AUDITED) 
Executive Directors’ interests in the Company’s ordinary share capital are shown in the following table. Other than as disclosed in this table, 
no Executive Director had any interest in any contract of significance with the Group during the year. Each Executive Director has a technical 
interest as an employee and potential beneficiary in shares in the Company held under the Employee Share Ownership Plan Trusts (ESOPs). 
More specifically, the Executive Directors have potential interests in shares related to the outstanding awards under the EPSP and outstanding 
ESAs. As at 31 December 2020, the Company’s ESOPs (which are entirely independent of the Company and have waived their rights to receive 
dividends) held in total 4,863,244 shares in the Company (9,219,837 in 2019).
Shareholding requirements
Director
 
Total 
beneficial 
interests
Shares without 
performance 
conditions
(unvested)1,2
Shares with 
performance 
conditions
 (unvested)3,4
Total  
unvested  
shares
% of  
base salary
On track
Mark Read
At 31 December 2020
395,039
200,744
1,362,282
1,563,026
600%
At 23 April 20215
466,265
137,910
1,672,916
1,810,826
John Rogers
At 31 December 2020
75,838
118,614
726,232
844,846
300%
At 23 April 20215
208,234
118,614
783,721
902,335
Paul Richardson
At 1 May 2020
1,080,145
10,485
943,450
953,935
Subject to 
post-
employment 
requirements
1	 For Mark Read, shares due pursuant to the 2018 and 2019 Executive Share awards and 2018 Retention awards, and for Paul Richardson, the 2018 Executive Share award. Full details of these awards can be 
found on pages 151 and 152. Additional dividend shares will be due on vesting.
2	As noted in footnote 1 above, less 2018 Executive Share award, which vested on 12 March 2021 (full details can be found on page 151).
3	Maximum number of shares due on vesting pursuant to the outstanding EPSP awards, full details of which can be found on page 152. Additional dividend shares will be due on vesting.
4	As noted in footnote 3 above, less the maximum due under the 2016 EPSP award, and for John Rogers a portion of his buy-out award, both of which vested on 15 March 2021 (full details can be found on 
pages 145 and 147), plus the 2021 EPSP granted on 28 March 2021.
5	Total beneficial interests calculated at the last practicable date for this Annual Report.
SHAREHOLDING REQUIREMENTS
As detailed in the Directors’ Compensation Policy, the Executive Directors are required to achieve a minimum level of shareholding of 
WPP shares. The Chief Executive Officer and Chief Financial Officer are required to hold shares to the value of 600% and 300% of base salary 
respectively.
As at 31 December 2020, the Chief Executive Officer held shares to the value of 305% of his base salary. At the same date, the Chief Financial 
Officer held shares to the value of 77% of his base salary. Both Directors have seven years from the date they were appointed to their 
respective roles in which to reach the required level. 
Paul Richardson, who retired effective 1st May 2020, held shares to the value of 740% of his base salary when he retired. He is required to 
maintain his shareholding requirement of at least 300% of base salary in the year following his retirement and 150% of base salary for the 
second year. 
WPP ANNUAL REPORT 2020
150

CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
NON-EXECUTIVE DIRECTORS’ INTERESTS (AUDITED) 
Non-Executive Directors’ interests in the Company’s ordinary share capital are shown in the following table. Except as disclosed in this table, 
no Non-Executive Director had any interest in any contract of significance with the Group during the year.
Non-Executive Director
Total interests at
31 December 20201
Total interests at
23 April 20212
Roberto Quarta
87,500
87,500
Angela Ahrendts, appointed 1 July 2020
12,571
12,571
Jacques Aigrain
34,000
34,000
Sandrine Dufour, appointed 3 February 2020
15,000
15,000
Tarek Farahat
3,775
3,775
Sir John Hood, retired 10 June 2020
3,000
n/a
Tom Ilube, appointed 3 October 2020
–
1,000
Daniela Riccardi, retired 10 June 2020
4,100
n/a
Cindy Rose
8,000
8,000
Nicole Seligman
8,750
8,750
Sally Susman
5,000
5,000
Sol Trujillo, retired 10 June 2020
10,000
n/a
Keith Weed
5,353
5,353
Jasmine Whitbread
3,330
3,330
1	 Or at date of retirement if retired during the year.
2	Total beneficial interests calculated at the last practicable date for this Annual Report.
OUTSTANDING SHARE-BASED AWARDS
EXECUTIVE SHARE AWARDS (ESAS) HELD BY EXECUTIVE DIRECTORS
All Executive Share Awards (ESAs) or Performance Share Awards (PSAs) granted under the Restricted Stock Plan and its successor, the WPP 
Stock Plan 2018, are made on the basis of satisfaction of previous performance conditions and are subject to continuous employment until the 
vesting date. Mark Read received ESA and PSA awards prior to his appointment as Executive Director. The table below shows outstanding 
ESAs at 31 December 2020. Unless otherwise noted, awards are made in the form of WPP ordinary shares.
Grant date
Share/ADR 
price on  
grant date
No. of 
shares/
ADRs
granted2
Face value on
grant date
0003
Additional 
shares 
granted in 
lieu of 
dividends
Total shares 
vesting
Vesting date4
Shares/ADR 
price on  
vesting 
Value on 
vesting  
000
Mark Read
2017 PSA
12.06.18
£12.380
38,317
£474
4,692
43,009
10.03.20
£6.681
£287
2018 ESA
30.05.19
£9.484
62,834
£596
–
–
06.03.21
–
–
2019 ESA
14.05.20
£5.502
97,523
£537
–
–
06.03.22
–
–
Paul Richardson1
2018 ESA
30.05.19
$60.060
2,847
$171
–
–
06.03.21
–
–
1	 Paul Richardson’s ESAs were granted in respect of ADRs.
2	Dividend shares will be due on these awards.
3	Face value has been calculated using the average closing share price for the trading day preceding the date of grant (as set out in the table).
4	The 2018 ESA vested on 12 March 2021 due to an extended close period.

 
151
WPP ANNUAL REPORT 2020

CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT
 ANNUAL REPORT ON COMPENSATION
OUTSTANDING SHARE-BASED AWARDS CONTINUED
LONG-TERM INCENTIVE PLANS – EXECUTIVE PERFORMANCE SHARE PLAN
The following table summarises all of the awards outstanding under the Executive Performance Share Plan.
During 2020
Grant date
Performance period
Shares/ADR 
price on grant 
date
Maximum 
number of nil 
cost options 
over shares/ 
ADRs awarded2
Options 
vested/(lapsed)
Additional 
dividend shares
Options 
exercised
Maximum number 
of nil cost options 
over shares/ADRs 
at 31 December 
2020
Mark Read
28.11.16
01.01.16-31.12.20
£17.052
58,644
–
–
–
58,644
04.12.17
01.01.17-31.12.21
£12.911
106,498
–
–
–
106,498
06.12.18
01.01.18-31.12.22
£8.604
396,617
–
–
–
396,617
24.09.19
01.01.19-31.12.23
£10.035
340,059
–
–
–
340,059
24.11.20
01.01.20-31.12.22
£7.411
460,464
–
–
–
460,464
Paul Richardson1
28.11.16
01.01.16-31.12.20
$105.931
41,536
–
–
–
41,536
04.12.17
01.01.17-31.12.21
$86.914
36,933
–
–
–
36,933
06.12.18
01.01.18-31.12.22
$55.263
58,628
–
–
–
58,628
24.09.19
01.01.19-31.12.23
$62.653
51,593
–
–
–
51,593
John Rogers
24.11.20
01.01.20-31.12.22
£7.411
299,554
–
–
–
299,554
1	 Paul Richardson’s EPSP awards were granted in respect of ADRs.
2 	Dividend shares will be due on these awards.
Full details of the 2020 EPSP award, including performance measures and targets, can be found on page 146.
ADDITIONAL SHARE AWARDS
Mark Read received awards prior to his appointment as CEO under the management incentive plans. In addition, he received awards on his 
appointment as joint-COO in April 2018. While the Board decided on the appointment of the next CEO, a special one-off award was made 
recognising the importance and scale of the additional responsibilities that were being undertaken. Each award is subject to continuous 
employment and malus and clawback. The awards were made under the Restricted Stock Plan and the WPP Stock Plan 2018. John Rogers 
received buy-out awards to compensate for the forfeiture of incentive awards from his previous employer. See page 147 for further detail.
Grant 
date
Share price 
on  
grant date
No. of shares
granted2
Face value on
grant date
£0003
Additional 
shares 
granted in 
lieu of 
dividends
Total shares 
vesting
Vesting date
Share price 
on  
vesting
Value on 
vesting 
£000
Mark Read
Leaders 2017
04.12.17
£13.085
11,463
150
1,600
13,063
15.11.20
£7.537
98
Special
award1
12.06.18
£12.380
80,774
500
4,946
45,333
01.05.20
£5.940
269
500
–
–
01.05.21
–
–
John Rogers
2019 EPSP 
award
14.05.20
£5.854
182,744
1,070
–
–
15.03.21
–
–
2019 EPSP 
award
14.05.20
£5.854
243,934
1,428
–
–
15.03.22
–
–
Contractual 
award
14.05.20
£5.502
66,176
364
–
–
04.05.21
–
–
Contractual 
award
14.05.20
£5.502
52,438
289
–
–
15.11.21
–
–
1	 This award vested in three tranches – the first on 1 May 2019, the second on 1 May 2020 and the third is due to vest on 1 May 2021. 
2	Dividend shares will be due on these awards.
3	Face value has been calculated using the average closing share price for the trading day preceding the date of grant (as set out in the table).
WPP ANNUAL REPORT 2020
152

CORPORATE GOVERNANCE
COMPENSATION COMMITTEE REPORT
 
COMPENSATION IN THE WIDER CONTEXT
When setting the Directors’ Compensation Policy and making decisions in relation to Executive Compensation, the Compensation Committee 
considers the wider workforce and the broader compensation context. The Committee places significant value on the views of employees 
and has facilitated the engagement with the Workforce Advisory Panel (WAP) on compensation matters at the executive level and throughout 
the organisation. This included the Global Reward and Performance Director’s attendance at a WAP meeting to discuss how executive 
compensation aligns with wider Company compensation policies. Further information on the Workforce Advisory Panel can be found in the 
Nomination Committee report on page 127.
RELATIVE IMPORTANCE OF SPEND ON PAY
The following table sets out the percentage change in total staff costs, headcount, dividends and share buybacks.
2020
2019
% change
Total staff costs (continuing operations)
£6,556.5m
£7,090.6m
(7.5)
Headcount – average over year
104,163
132,823
(21.6)
Dividends and share buybacks
£412.2m
£794.3m
(48.1)
ANNUAL PERCENTAGE CHANGE IN COMPENSATION OF DIRECTORS AND EMPLOYEES
As required under the Shareholder Rights Directive, this section has been expanded compared with prior years to show the comparison of 
the annual change in each individual Director’s pay to the annual average percentage change for employees of the head office between the 
year ended 31 December 2019 and 31 December 2020. Owing to changes in travel during the pandemic and changes to Board composition, 
values may vary significantly compared with 2019.
Change in pay between 2019 and 2020
Base salary/Fees
% change1
Benefits
% change
Annual bonus 
% change2
Executive Directors
Mark Read
(6.7)
0
(100)
John Rogers, appointed 27 July 2020
n/a
n/a
n/a
Non-Executive Directors
Roberto Quarta
(2.0)
(51.9)
Non-Executive 
Directors do 
not receive 
variable 
compensation
Angela Ahrendts, appointed 1 July 2020
n/a
n/a
Jacques Aigrain
(6.9)
(73.3)
Sandrine Dufour, appointed 3 February 2020
n/a
n/a
Tarek Farahat
(6.7)
(57.2)
Sir John Hood, retired 10 June 2020
(59.2)
(68.4)
Tom Ilube, appointed 3 October 2020
n/a
n/a
Daniela Riccardi, retired 10 June 2020
(58.9)
3.8
Cindy Rose3
24.1
113.8
Nicole Seligman
(6.9)
47.2
Sally Susman
5.1
135.3
Sol Trujillo, retired 10 June 2020
(59.0)
(17.8)
Keith Weed3
447.1
820.9
Jasmine Whitbread3
218.9
1,318.1
Average employees4
1.2%
0%
23.6%
1	 The base salary/fee reductions reflect the 20% voluntary salary/fee reduction taken by the Executive and Non-Executive Directors for a period of four months.
2	The annual percentage change in bonus is calculated by reference to the bonus payable in respect of the financial year ended 31 December 2020 compared to the financial year ended  
31 December 2019 for Executive Directors, and by reference to all bonus payments received during the financial year ended 31 December 2020 in comparison to the financial year ended  
31 December 2019 for Parent Company employees. Non-Executive Directors do not receive variable compensation.
3	Cindy Rose, Keith Weed and Jasmine Whitbread were appointed to the Board on 1 April 2019, 1 November 2019 and 1 September 2019 respectively.
4	Based on full-time equivalent comparisons. Average is calculated by reference to the median percentage change.
153
WPP ANNUAL REPORT 2020

CEO PAY RATIO
The ratios shown in the table below compare the total compensation of the CEO (as shown in the single figure table on page 143) to the 
compensation of the median UK employee and those at the lower and upper quartile.
Year
Methodology used
25th percentile pay ratio
50th percentile pay ratio
75th percentile pay ratio
2020
Total compensation
Option B
36:1
24:1
15:1
2019
Total compensation
Option B
79:1
55:1
34:1
Given the complexity of WPP and the number of payrolls used across the UK Group, Option B was the most appropriate methodology to use to 
determine the CEO pay ratio. We believe this approach provides accurate information and representation of the ratios. The latest data collected 
as part of gender pay reporting was used, with a snapshot date of 5 April 2020. The ratio has been computed taking into account the pay and 
benefits of over 10,000 UK employees, other than the role of the CEO. Where an employee works part-time, fixed pay, benefits, and any variable 
pay were adjusted, where appropriate, to reflect full-time equivalent compensation. The 25th, 50th and 75th percentile employees were 
determined based on this adjusted data and are considered to be representative. Total compensation for 2020 was calculated using single ﬁgure 
table methodology for these employees in order to provide a meaningful comparison with the CEO. We are satisfied that the median pay ratio 
is consistent with the compensation policies for our UK workforce taken as a whole and our objective of delivering market competitive pay for 
each role. 
The salary and total pay and benefits for the 25th, 50th and 75th percentile employees are shown in the table below:
Year
Methodology used
25th percentile pay ratio
50th percentile pay ratio
75th percentile pay ratio
2020
Salary
Option B
£30,000
£45,000
£71,000
Total pay and benefits
Option B
£31,800
£46,800
£73,840
2019
Salary
Option B
£31,000
£44,739
£70,000
Total pay and benefits
Option B
£32,636
£46,975
£77,416
The pay ratio reflects how the structure and approach to compensation changes with increased seniority and accountability within the Group and 
is therefore consistent with pay, reward and progression policies. The CEO’s pay is significantly weighted towards performance-related pay with a 
focus on aligning with long-term performance and the interests of shareholders. The CEO’s variable compensation for 2020 was substantially below 
that in 2019, whereas employee pay at the 25th, 50th and 75th percentile has remained broadly the same, resulting in a lower CEO pay ratio for the year.
SHARE-BASED COMPENSATION BELOW THE BOARD
The Company uses share-based compensation programmes to incentivise and retain employees, recruit new talent and encourage a strong 
ownership culture among employees. The use of the core share plans in 2020 is described below.
WPP STOCK PLAN 2018 (WSP)
The WPP Leaders, Partners and High Potential programme made awards under the WSP to about 1,600 of our key executives in 2020. Awards 
vest three years after grant, provided the participant is still employed within the Group. In addition, senior executives have part of their annual 
bonus paid in the form of executive or performance share awards that vest two years after grant. 
The Executive Directors do not participate in any aspect of the WSP except for shares granted as part of the STIP. All awards granted under the 
WSP are subject to malus and clawback conditions. 
WPP SHARE OPTION PLAN 2015
During 2020, the WPP Share Option Plan 2015 was used to make awards to over 41,000 employees. By 31 December 2020, options under this plan, and 
its predecessor, the Worldwide Ownership Plan, had been granted to approximately 196,000 employees over 100 million shares since March 1997.
While the Share Option Plan provides the authority to make executive option awards, in addition to all employee awards, no awards were 
granted in 2020. The Executive Directors do not participate in this plan.
SHARE INCENTIVE DILUTION FOR 2010 TO 2020
The share incentive dilution level, measured on a ten-year rolling basis, was at 2.8% at 31 December 2020 (2019: 3.3%). It is intended that awards 
under all plans, other than share options, will all be satisfied with purchased shares held either in the ESOPs or in treasury.
Jasmine Whitbread
Chair of the Compensation Committee
on behalf of the Board of Directors of WPP plc
29 April 2021
CORPORATE GOVERNANCE COMPENSATION COMMITTEE REPORT
 ANNUAL REPORT ON COMPENSATION
WPP ANNUAL REPORT 2020
154

CORPORATE GOVERNANCE
STATEMENT OF DIRECTORS’ RESPONSIBILITIES IN RESPECT 
OF THE PREPARATION OF FINANCIAL STATEMENTS 
The Directors are responsible for preparing the financial statements in 
accordance with applicable law and regulations. The Directors have 
elected to prepare financial statements for the Group in accordance with 
International Financial Reporting Standards as adopted pursuant to 
Regulation (EC) No 1606/2002 as it applies in the European Union (IFRS) 
and have also elected to prepare financial statements for the Company 
in accordance with UK accounting standards. Company law requires the 
Directors to prepare such financial statements in accordance with the 
Companies (Jersey) Law 1991. 
International Accounting Standard 1 requires that financial statements 
present fairly for each financial year the Company’s financial position, financial 
performance and cash flows. This requires the faithful representation of the 
effects of transactions, other events and conditions in accordance with the 
definitions and recognition criteria for assets, liabilities, income and expenses 
set out in the International Accounting Standards Board’s “Framework for the 
Preparation and Presentation of Financial Statements”. 
In virtually all circumstances, a fair presentation will be achieved by 
compliance with all applicable IFRSs. Directors are also required to: 
	– properly select and apply accounting policies; 
	– present information, including accounting policies, in a manner that 
provides relevant, reliable, comparable and understandable information;
	– provide additional disclosures, when compliance with the specific 
requirements in IFRSs is insufficient to enable users to understand the 
impact of particular transactions, other events and conditions on the 
entity’s financial position and financial performance; and
	– make an assessment of the Company’s ability to continue as a going concern.
The Directors are responsible for keeping proper accounting records, which 
disclose with reasonable accuracy at any time the financial position of the 
Company, for safeguarding the assets, for taking reasonable steps for the 
prevention and detection of fraud and other irregularities and for the 
preparation of a Directors’ report and Directors’ Compensation Report.
The Directors are responsible for the maintenance and integrity of the 
Company website. Jersey legislation and UK regulation governing the 
preparation and dissemination of financial statements differs from legislation 
in other jurisdictions.
The Directors confirm that so far as they are aware, there is no relevant audit 
information of which the Company’s auditors are unaware. Each Director has 
taken all the steps that he or she ought to have taken, as a Director, in order to 
make himself or herself aware of any relevant audit information and to establish 
that the Company’s auditors are aware of that information.
In accordance with the principles of the UK Corporate Governance Code, 
the Board has established arrangements to evaluate whether the information 
presented in the Annual Report is fair, balanced and understandable; these 
are described on page 129.
The Board considers the Annual Report and financial statements, taken as 
a whole, are fair, balanced and understandable and provide the information 
necessary for shareholders to assess the Company’s position, performance, 
business model and strategy.
The letters from the Chairs of the Sustainability, Nomination and Governance, 
Audit and Compensation Committees, the statements regarding Directors’ 
responsibilities and statement of going concern set out above and the 
Directors’ remuneration and interests in the share capital of the Company are 
included in the Directors’ report, which also includes the Strategic Report and 
Corporate Governance sections.
By Order of the Board
Balbir Kelly-Bisla
Company Secretary
29 April 2021
COMPENSATION COMMITTEE REPORT
 
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FINANCIAL STATEMENTS 
 
WPP ANNUAL REPORT 2020
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
 
FINANCIAL 
STATEMENTS
Accounting policies
 158 
Consolidated financial statements
 165
Notes to the consolidated financial statements  170
Company financial statements
 199
Notes to the Company financial statements
 202
Independent auditor's report
 204
Reconciliation to non-GAAP measures 
of performance
 212
157
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FINANCIAL STATEMENTS ACCOUNTING POLICIES
ACCOUNTING POLICIES
The consolidated financial statements of WPP plc and its subsidiaries (the Group) 
for the year ended 31 December 2020 have been prepared in accordance with 
International Financial Reporting Standards (IFRS) pursuant to Regulation (EC) 
No 1606/2002 as adopted by the European Union as they apply to the financial 
statements of the Group for the year ended 31 December 2020.
The Group’s financial statements have also been prepared in accordance 
with International Financial Reporting Standards as issued by the International 
Accounting Standards Board (IASB).
BASIS OF PREPARATION
The consolidated financial statements have been prepared under the historical 
cost convention, except for the revaluation of certain financial instruments and 
held for sale assets. The financial statements have been prepared using the 
going concern basis of accounting. The principal accounting policies are set 
out below.
BASIS OF CONSOLIDATION
The consolidated financial statements include the results of the Company 
and all its subsidiary undertakings made up to the same accounting date. 
All intra-Group balances, transactions, income and expenses are eliminated 
in full on consolidation. The results of subsidiary undertakings acquired or 
disposed of during the period are included or excluded from the consolidated 
income statement from the effective date of acquisition or disposal.
NEW IFRS ACCOUNTING PRONOUNCEMENTS
In the current year, the following Standards and Interpretations became 
effective:
	– Interest Rate Benchmark Reform (Amendments to IFRS 9, IAS 39  
and IFRS 7);
	– Impact of Covid-19 Related Rent Concessions (Amendment to IFRS 16).
The Group does not consider that other standards or amendments to 
standards adopted during the year have a significant impact on the financial 
statements.
IMPACT OF INTEREST RATE BENCHMARK REFORM
The amendments issued by the IASB, Interest Rate Benchmark Reform 
(Amendments to IFRS 9, IAS 39 and IFRS 7), are mandatory and are effective from 
1 January 2020. They provide relief on specific aspects of pre-replacement 
issues that impact hedge accounting, whereby entities applying hedge 
accounting requirements will be able to assume that the interest rate 
benchmark on which the hedged cash flows and cash flows of the hedging 
instrument are based are not altered as a result of Interest Rate Benchmark 
Reform. The Group does not consider that these amendments have a 
significant impact on the financial statements as they provide relief for the 
possible effects of the uncertainty arising from interest rate benchmark reform.
IMPACT OF COVID-19-RELATED RENT CONCESSIONS 
The amendment to IFRS 16, Covid-19-Related Rent Concessions, was issued by 
the IASB in May 2020 and is effective from 1 June 2020. It provides practical 
relief to lessees in accounting for rent concessions occurring as a direct 
consequence of Covid-19, by introducing a practical expedient to IFRS 16. 
The practical expedient permits a lessee to elect not to assess whether a 
Covid-19-related rent concession is a lease modification. The Group has 
elected to apply the practical expedient. There has been no material impact 
to our financial statements as a result of the application of this amendment.
At the date of authorisation of these financial statements, the following 
amendments to standards, which have not been applied in these financial 
statements, were in issue but not yet effective:
	– Interest Rate Benchmark Reform – Phase 2 (Amendments to IFRS 9, IAS 39, 
IFRS 7, IFRS 4 and IFRS 16).
The Group does not consider that other standards or amendments to 
standards in issue but not yet effective will have a significant impact on the 
financial statements.
IMPACT OF INTEREST RATE BENCHMARK REFORM PHASE 2
The amendments issued by the IASB, Interest Rate Benchmark Reform – Phase 
2 (Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16), are mandatory 
and are effective from 1 January 2021. They address issues arising from the 
implementation of the reforms. A practical expedient is provided such that the 
change to contractual cash flows for financial assets and liabilities (including 
lease liabilities) is accounted for prospectively by revising the effective interest 
rate. In addition, hedge accounting will not be discontinued solely because of 
the IBOR reform. The Group does not consider that these amendments will have 
a significant impact on the financial statements as they provide relief for the 
possible effects of the uncertainty arising from interest rate benchmark reform.
RESTATEMENT 
After the consolidated financial statements for the year ended 31 December 
2019 were issued, it was determined that they did not comply with certain 
elements of the application of IAS 32 Financial Instruments: Presentation and 
IAS 39 Financial Instruments: Recognition and Measurement, resulting in the 
incorrect presentation of the Company’s notional cash pooling arrangements 
on the balance sheet, the inappropriate deferral of foreign exchange 
movements in the Company’s translation reserve due to the inappropriate 
application of hedge accounting in respect of non-derivative financial 
instruments and the inappropriate discount rate being applied in the 
calculation of the fair value of liabilities in respect of put option agreements 
and payments due to vendors (earnout agreements).
The presentation of cash and overdrafts within notional cash pooling 
arrangements did not meet the requirements for offsetting in accordance 
with IAS 32 Financial Instruments: Presentation. This resulted in the incorrect 
presentation of the notional cash pooling arrangements on the balance sheet. 
Therefore, there has been a restatement of the year ended 31 December 2019 
and 2018. The impact of this change is to increase cash and short-term deposits 
and bank overdrafts, bonds and bank loans by £8,336.7 million for the year 
ended 31 December 2019 (2018: £8,422.6 million), while having no impact on 
the Company’s net debt position. This adjustment does not impact the 
consolidated income statement or consolidated cash flow statement.
Net investment hedging was inappropriately applied against certain foreign 
exchange exposures and net investment in foreign operations, where the 
relationship was either an ineligible hedging relationship under IFRS or 
insufficiently documented, such that the criteria to apply hedge accounting 
under IAS 39 Financial Instruments: Recognition and Measurement were not 
met. Therefore, there has been a restatement of the year ended 31 December 
2019 and 2018, resulting in the reclassification of gains/losses recognised in 
exchange adjustments on foreign currency net investments within the 
consolidated statement of comprehensive income to be reported in the 
consolidated income statement as revaluation and retranslation of financial 
instruments (note 6). The impact of this change is a £245.7 million gain for the 
year ended 31 December 2019 (2018: £205.1 million loss) being recognised in 
revaluation and retranslation of financial instruments. This change also reduces 
the opening retained earnings balance as at 1 January 2019 by £517.4 million 
with a corresponding increase in the foreign currency translation reserve. 
The fair value of liabilities in respect of put option agreements and payments 
due to vendors (earnout agreements) are recorded at the present value of the 
expected cash outflows of the obligation. The discount rate historically used 
in this calculation represented the Company’s cost of debt. To fully reflect the 
risk in the cash flows, the Company has changed the discount rate used in this 
calculation, and restated the years ending 31 December 2019 and 2018 to 
reflect the change, which resulted in the following adjustments: 
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FINANCIAL STATEMENTS
ACCOUNTING POLICIES
	– Liabilities in respect of put options (note 19 and 20) have decreased by 
£22.3 million at 31 December 2019 (2018: £34.0 million) and a charge of 
£10.8 million in 2019 (2018: £8.5 million) recognised in the consolidated 
income statement within the revaluation and retranslation of financial 
instruments (note 6). Other reserves on the consolidated balance sheet 
increased by £59.6 million at 31 December 2019 (2018: £51.5 million);
	– Payments due to vendors (earnout agreements) (note 20) have decreased 
by £10.1 million at 31 December 2019 (2018: £13.9 million) and a charge of 
£2.7 million in 2019 (2018: £32.1 million) recognised in the consolidated 
income statement within the revaluation and retranslation of financial 
instruments (note 6). Goodwill on the consolidated balance sheet 
decreased by £60.1 million at 31 December 2019 (2018: £70.2 million);
	– The goodwill impairment charge (note 3) decreased by £7.4 million in 2018, 
as a result of the above adjustments that decreased goodwill and payments 
due to vendors (earnout agreements) on the consolidated balance sheet;
	– These changes also decreased the opening retained earnings balance as 
at 1 January 2019 by £73.8 million.
 
The restatements described in this note resulted in an increase in the basic 
and diluted earnings per share from continuing and discontinued operations 
of 18.6p and 18.4p, respectively, for the year ended 31 December 2019 
(2018: decrease of 19.1p and 18.9p, respectively).
IMPACT OF COVID-19 ON CRITICAL JUDGEMENTS AND 
ESTIMATION UNCERTAINTY 
The critical judgements and estimation uncertainty in applying accounting 
policies are set out on page 164, however Covid-19 has had the most significant 
impact on the below areas of estimation uncertainty.
IMPAIRMENT OF GOODWILL:
Given the Covid-19 pandemic, impairment indicators such as a decline in 
revenue less pass-through costs forecasts, and downturns in the global 
economy and the advertising industry were identified in 2020. As such, the 
Group performed impairment tests over goodwill and intangible assets with 
indefinite useful lives. In performing the impairment tests, estimates are 
required in regard to the discount rates, long-term growth rates and the level 
of cash flows during the five-year projection period, which involves judgement 
on the duration and shape of the recovery from Covid-19. Further details of the 
goodwill impairment charge are outlined in note 14.
EXPECTED CREDIT LOSSES:
Under IFRS 9 Financial Instruments, the expected credit losses are measured 
as the difference between the asset’s gross carrying amount and the present 
value of discounted estimated future cash flows. As a result of the Covid-19 
pandemic on the Group’s clients, estimates of future cash flows from clients 
involve significant judgement. The Group performed a detailed review of trade 
receivables, work in progress and accrued income at 31 December 2020, 
focusing on significant individual clients along with the industry and country 
in which the clients operate where there is increased risk due to the pandemic. 
The Group’s approach to expected credit losses is outlined in note 18.
PAYMENTS DUE TO VENDORS (EARNOUT AGREEMENTS) AND 
LIABILITIES IN RESPECT OF PUT OPTIONS:
When measuring the liabilities for earnouts and put options, estimates are 
required regarding discount rates and growth rates in determining future 
financial performance, which involves judgement on the duration and shape 
of the recovery from Covid-19 in this period. Further details on growth rates, 
discount rates and the sensitivity to these estimates are set out in note 26.
GOVERNMENT SUPPORT
In reaction to the Covid-19 pandemic, certain governments have introduced 
measures to assist companies. A reduction to operating costs is recorded in 
relation to government subsidies/schemes where these amounts will never 
have to be repaid. Further details of such amounts are included in note 3. 
In other cases, this involves the deferral of certain tax payments in order to 
stimulate the economy. The deferral of payments does not impact the income 
statement and these are charged as normal in the period they are incurred.
GOODWILL AND OTHER INTANGIBLE ASSETS 
Intangible assets comprise goodwill, certain acquired separable corporate 
brand names, acquired customer relationships, acquired proprietary tools 
and capitalised computer software not integral to a related item of hardware.
Goodwill represents the excess of fair value attributed to investments in 
businesses or subsidiary undertakings over the fair value of the underlying 
net assets, including intangible assets, at the date of their acquisition. 
Goodwill impairment reviews are undertaken annually or more frequently 
if events or changes in circumstances indicate a potential impairment. 
The carrying value of goodwill is compared to the recoverable amount, 
defined as the higher of fair value less costs to sell and value in use. The net 
present value of future cash flows is derived from the underlying assets using 
a projection period of up to five years for each cash-generating unit. After the 
projection period, a steady growth rate representing an appropriate long-term 
growth rate for the industry is applied. Any impairment is recognised 
immediately as an expense and is not subsequently reversed.
Corporate brand names, customer relationships and proprietary tools 
acquired as part of acquisitions of businesses are capitalised separately from 
goodwill as intangible assets if their value can be measured reliably on initial 
recognition and it is probable that the expected future economic benefits 
that are attributable to the asset will flow to the Group.
Certain corporate brands of the Group are considered to have an indefinite 
economic life because of the institutional nature of the corporate brand 
names, their proven ability to maintain market leadership and profitable 
operations over long periods of time and the Group’s commitment to develop 
and enhance their value. The carrying value of these intangible assets is 
reviewed at least annually for impairment and adjusted to the recoverable 
amount if required.
Amortisation is provided at rates calculated to write off the cost less estimated 
residual value of each asset on a straight-line basis over its estimated useful life 
as follows:
	– brand names (with finite lives) – 10-20 years;
	– customer-related intangibles – 3-10 years;
	– other proprietary tools – 3-10 years;
	– other (including capitalised computer software) – 3-5 years.
CONTINGENT CONSIDERATION
Contingent consideration is accounted for in accordance with IFRS 3 Business 
Combinations. Contingent consideration only applies to situations where 
contingent payments are not dependent on future employment of vendors 
and any such payments are expensed when they relate to future employment.
Future anticipated payments to vendors in respect of contingent 
consideration (earnout agreements) are initially recorded at fair value which 
is the present value of the expected cash outflows of the obligations. The 
obligations are dependent on the future financial performance of the interests 
acquired (typically over a four- to five-year period following the year of 
acquisition) and assume the operating companies improve profits in line 
with Directors’ estimates. The Directors derive their estimates from internal 
business plans together with financial due diligence performed in 
connection with the acquisition.
Subsequent adjustments to the fair value are recorded in the consolidated 
income statement within revaluation and retranslation of financial instruments. 
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FINANCIAL STATEMENTS ACCOUNTING POLICIES
PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are shown at cost less accumulated 
depreciation and any provision for impairment with the exception of freehold 
land which is not depreciated. The Group assesses the carrying value of its 
property, plant and equipment to determine if any impairment has occurred. 
Where this indicates that an asset may be impaired, the Group applies the 
requirements of IAS 36 Impairment of Assets in assessing the carrying amount 
of the asset. This process includes comparing its recoverable amount with its 
carrying value. Depreciation is provided at rates calculated to write off the 
cost less estimated residual value of each asset on a straight-line basis over 
its estimated useful life, as follows:
	– freehold buildings – 50 years;
	– leasehold land and buildings – over the term of the lease or life of the 
asset, if shorter;
	– fixtures, fittings and equipment – 3-10 years;
	– computer equipment – 3-5 years.
INTERESTS IN ASSOCIATES AND JOINT VENTURES
An associate is an entity over which the Group has significant influence. 
In certain circumstances, significant influence may be represented by factors 
other than ownership and voting rights, such as representation on the Board 
of Directors.
The Group’s share of the profits less losses of associate undertakings net 
of tax, interest and non-controlling interests is included in the consolidated 
income statement and the Group’s share of net assets is shown within 
interests in associates in the consolidated balance sheet. The Group’s share 
of the profits less losses and net assets is based on current information 
produced by the undertakings, adjusted to conform with the accounting 
policies of the Group.
The Group assesses the carrying value of its associate undertakings to 
determine if any impairment has occurred. Where this indicates that an 
investment may be impaired, the Group applies the requirements of IAS 36 
in assessing the carrying amount of the investment. This process includes 
comparing its recoverable amount with its carrying value. The recoverable 
amount is defined as the higher of fair value less costs to sell and value in use.
The Group accounts for joint venture investments under the equity method 
which is consistent with the Group’s treatment of associates.
OTHER INVESTMENTS
Certain equity investments are designated as either fair value through other 
comprehensive income or fair value through profit or loss. Movements in 
fair value through profit or loss are recorded in the consolidated income 
statement within revaluation of financial instruments.
The Group generally elects to classify equity investments as fair value through 
other comprehensive income where the Group forms a strategic partnership 
with the investee.
NON-CURRENT ASSETS HELD FOR SALE AND 
DISCONTINUED OPERATIONS
Under IFRS 5 Non-current Assets Held for Sale and Discontinued Operations, 
where certain conditions are met, an asset or disposal group that is for sale 
is recognised as "held for sale". The Group has classified a disposal group as 
held for sale if the carrying amount will be recovered principally through a 
sale transaction rather than through continuing use. For this to be the case, 
the disposal group must be available for immediate sale in its present 
condition subject only to terms that are usual and customary for sales of 
such assets and its sale must be highly probable. Such assets are measured 
at the lower of carrying amount and fair value less costs to sell, and are not 
depreciated or amortised, excluding certain assets that are carried at fair 
value under IFRS 5. Furthermore, when an associate is classified as held for 
sale, equity accounting ceases.
A discontinued operation is a component of the entity that has been disposed 
of or is classified as held for sale and that represents a separate major line of 
business or geographical area of operations, is part of a single co-ordinated 
plan to dispose of such a line of business or area of operations, or is a subsidiary 
acquired exclusively with a view to resale. The profit or loss from a discontinued 
operation is shown as a single amount on the face of the income statement 
and the comparatives and related notes restated accordingly. This represents 
total post-tax profit of the disposal group for the whole of the financial year 
including any post-tax gain or loss on the measurement of fair value less costs 
to sell, as well as the post-tax loss on sale of the disposal group. Assets and 
liabilities classified as held for sale are shown as a separate line on the 
balance sheet.
ACCRUED AND DEFERRED INCOME
Accrued income is a contract asset and is recognised when a performance 
obligation has been satisfied but has not yet been billed. Contract assets are 
transferred to receivables when the right to consideration is unconditional 
and billed per the terms of the contractual agreement.
In certain cases, payments are received from customers or amounts are billed 
with an unconditional right to receive consideration prior to satisfaction of 
performance obligations and recognised as deferred income. These balances 
are considered contract liabilities and are typically related to prepayments 
for third-party expenses that are incurred shortly after billing. 
TRADE RECEIVABLES AND WORK IN PROGRESS 
Trade receivables are stated net of provisions for bad and doubtful debts. 
Work in progress includes outlays incurred on behalf of clients, including 
production costs, and other third-party costs that have not yet been billed 
and are considered receivables under IFRS 15 Revenue from Contracts 
with Customers.
EXPECTED CREDIT LOSSES 
The Group has applied the simplified approach to measuring expected credit 
losses, as permitted by IFRS 9 Financial Instruments. Under this approach, the 
Group utilises a provision matrix based on the age of the trade receivables and 
historical loss rates to determine the expected credit losses. Where relevant, 
the Group also considers forward looking information. Therefore the Group 
does not track changes in credit risk, but recognises a loss allowance based 
on the financial asset's lifetime expected credit loss. 
Under IFRS 9, the expected credit losses are measured as the difference 
between the asset’s gross carrying amount and the present value of estimated 
future cash flows discounted at the financial asset’s original effective interest 
rate. Given the short-term nature of the Group’s trade receivables, work in 
progress and accrued income, which are mainly due from large national or 
multinational companies, the Group's assessment of expected credit losses 
includes provisions for specific clients and receivables where the contractual 
cash flow is deemed at risk. Additional provisions are made based on the 
assessment of recoverability of aged receivables, where the following criteria 
are met:
	– 100% of the asset aged over one year;
	– 50% of the asset aged between 180 days and one year; and
	– sufficient evidence of recoverability is not evident.
Further details on provisions for bad and doubtful debts are provided in note 18. 
FOREIGN CURRENCY AND INTEREST RATE HEDGING
The Group’s policy on interest rate and foreign exchange rate management 
sets out the instruments and methods available to hedge interest and currency 
risk exposures and the control procedures in place to ensure effectiveness.
The Group uses derivative financial instruments to reduce exposure to foreign 
exchange risk and interest rate movements. The Group does not hold or issue 
derivative financial instruments for speculative purposes.
Derivatives are initially recognised at fair value at the date a derivative 
contract is entered into and are subsequently remeasured to their fair value 
at each balance sheet date. The resulting gain or loss is recognised in profit or 
loss immediately unless the derivative is designated and effective as a hedging 
instrument, in which event the timing of the recognition in profit or loss 
depends on the nature of the hedge relationship.
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FINANCIAL STATEMENTS
ACCOUNTING POLICIES
At the inception of the hedge relationship, the Group documents the 
relationship between the hedging instrument and hedged item, along with 
its risk management objectives and its strategy for undertaking various hedge 
transactions. Furthermore, at the inception of the hedge and on an ongoing 
basis, the Group documents whether the hedging instrument that is used in 
a hedging relationship is highly effective in offsetting changes in fair values 
or cash flows of the hedged item.
Note 26 contains details of the fair values of the derivative instruments used 
for hedging purposes. 
Changes in the fair value of derivatives that are designated and qualify as 
fair value hedges are recorded in profit or loss immediately, together with 
any changes in the fair value of the hedged item that is attributable to the 
hedged risk.
The effective portion of changes in the fair value of derivatives that are 
designated and qualify as cash flow or net investment hedges is recognised in 
other comprehensive income and deferred in equity. The gain or loss relating 
to the ineffective portion is recognised immediately in profit or loss. Amounts 
deferred in equity are recycled in profit or loss in the periods when the 
hedged item is recognised in profit or loss. However, when the forecast 
transaction that is hedged results in the recognition of a non-financial asset or 
a non-financial liability, the gains and losses previously deferred in equity are 
transferred from equity and included in the initial measurement of the cost of 
the asset or liability.
Hedge accounting is discontinued when the hedging instrument expires or 
is sold, terminated, exercised, or no longer qualifies for hedge accounting. 
At that time, any cumulative gain or loss on the hedging instrument recognised 
in equity is retained in equity until the forecast transaction occurs. If a hedged 
transaction is no longer expected to occur, the net cumulative gain or loss 
recognised in equity is transferred to net profit or loss for the period.
Derivatives embedded in other financial instruments or other host contracts 
are treated as separate derivatives when their risks and characteristics are 
not closely related to those of host contracts and the host contracts are not 
carried at fair value with unrealised gains or losses reported in the 
consolidated income statement.
LIABILITIES IN RESPECT OF OPTION AGREEMENTS
Option agreements that allow the Group’s equity partners to require the 
Group to purchase a non-controlling interest are treated as derivatives over 
equity instruments and are recorded in the consolidated balance sheet initially 
at the present value of the redemption amount in accordance with IAS 32 
Financial Instruments: Presentation and subsequently, the financial liability is 
measured in accordance with IFRS 9 Financial Instruments. Changes in the 
measurement of the financial liability due to the unwinding of the discount or 
changes in the amount that the Group could be required to pay are recognised 
in profit or loss within revaluation and retranslation of financial instruments in 
the consolidated income statement.
DERECOGNITION OF FINANCIAL LIABILITIES
In accordance with IFRS 9 Financial Instruments, a financial liability of the 
Group is only released to the consolidated income statement when the 
underlying legal obligation is extinguished.
DEBT
Interest-bearing debt is recorded at the proceeds received, net of direct 
issue costs.
The Group’s bank overdrafts are included in cash and cash equivalents where 
they are repayable on demand, are components of the Group’s centralised 
treasury strategy employed across the Group and form an integral part of the 
Group’s cash management, in accordance with IAS 7 Statement of Cash Flows.
BORROWING COSTS
Finance costs of borrowing are recognised in the consolidated income 
statement over the term of those borrowings.
REVENUE RECOGNITION
The Group is a leading worldwide creative transformation organisation offering 
national and multinational clients a comprehensive range of communications, 
experience, commerce and technology services. Contracts often involve 
multiple agencies offering different services in different countries. As such, the 
terms of local, regional and global contracts can vary to meet client needs and 
regulatory requirements. Consistent with the industry, contracts are typically 
short-term in nature and tend to be cancellable by either party with 90 days' 
notice. The Group is generally entitled to payment for work performed to date. 
The Group is generally paid in arrears for its services. Invoices are typically 
payable within 30 to 60 days. Revenue comprises commissions and fees 
earned in respect of amounts billed and is stated exclusive of VAT, sales taxes 
and trade discounts. Pass-through costs comprise fees paid to external 
suppliers when they are engaged to perform part or all of a specific project 
and are charged directly to clients, predominantly media costs. Costs to 
obtain a contract are typically expensed as incurred as the contracts are 
generally short-term in nature. 
In most instances, promised services in a contract are not considered distinct 
or represent a series of services that are substantially the same with the same 
pattern of transfer to the customer and, as such, are accounted for as a single 
performance obligation. However, where there are contracts with services 
that are capable of being distinct, are distinct within the context of the 
contract, and are accounted for as separate performance obligations,  
revenue is allocated to each of the performance obligations based on  
relative stand-alone selling prices. 
Revenue is recognised when a performance obligation is satisfied, in 
accordance with the terms of the contractual arrangement. Typically, 
performance obligations are satisfied over time as services are rendered. 
Revenue recognised over time is based on the proportion of the level of 
service performed. Either an input method or an output method, depending 
on the particular arrangement, is used to measure progress for each 
performance obligation. For most fee arrangements, costs incurred are 
used as an objective input measure of performance. The primary input of 
substantially all work performed under these arrangements is labour. There 
is normally a direct relationship between costs incurred and the proportion 
of the contract performed to date. In other circumstances relevant output 
measures, such as the achievement of any project milestones stipulated in 
the contract, are used to assess proportional performance. 
For our retainer arrangements, we have a stand-ready obligation to perform 
services on an ongoing basis over the life of the contract. The scope of these 
arrangements are broad and generally are not reconcilable to another input or 
output criteria. In these instances, revenue is recognised using a time-based 
method resulting in straight-line revenue recognition. 
The amount of revenue recognised depends on whether we act as an agent 
or as a principal. Certain arrangements with our clients are such that our 
responsibility is to arrange for a third party to provide a specified good or 
service to the client. In these cases we are acting as an agent as we do not 
control the relevant good or service before it is transferred to the client. When 
we act as an agent, the revenue recorded is the net amount retained. Costs 
incurred with external suppliers (such as production costs and media suppliers) 
are excluded from revenue and recorded as work in progress until billed. 
The Group acts as principal when we control the specified good or service 
prior to transfer. When the Group acts as a principal (such as when supplying 
in-house production services, events and branding), the revenue recorded is 
the gross amount billed. Billings related to out-of-pocket costs such as travel 
are also recognised at the gross amount billed with a corresponding amount 
recorded as an expense. 
Further details on revenue recognition are detailed by sector below.
161
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FINANCIAL STATEMENTS ACCOUNTING POLICIES
Deferred tax is the tax expected to be payable or recoverable on differences 
between the carrying amounts of assets and liabilities in the financial 
statements and the corresponding tax bases used in the computation of 
taxable profit, and is accounted for using the balance sheet liability method. 
Deferred tax liabilities are recognised for all taxable temporary differences 
unless specifically excepted by IAS 12 Income Taxes. Deferred tax is charged 
or credited in the consolidated income statement, except when it relates to 
items charged or credited to other comprehensive income or directly to equity, 
in which case the deferred tax is also dealt with in other comprehensive 
income or equity. Deferred tax assets are recognised to the extent that it is 
probable that taxable profits will be available against which deductible 
temporary differences can be utilised, which can require the use of accounting 
estimation and the exercise of judgement. Such assets and liabilities are not 
recognised if the temporary difference arises from the initial recognition of 
goodwill or other assets and liabilities (other than in a business combination) in 
a transaction that affects neither the taxable profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each balance sheet 
date and reduced to the extent that it is no longer probable that sufficient 
taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax liabilities are recognised for taxable temporary differences arising 
on investments in subsidiaries and associates, and interests in joint ventures, 
except where the Group is able to control the reversal of the temporary 
difference and it is probable that the temporary difference will not reverse 
in the foreseeable future.
Deferred tax assets and liabilities are offset when there is a legally enforceable 
right to set off current tax assets against current tax liabilities and when they 
relate to income taxes levied by the same taxation authority and the Group 
intends to settle its current tax assets and liabilities on a net basis.
Deferred tax is calculated at the tax rates that are expected to apply in the 
period when the liability is settled or the asset is realised based on enacted 
or substantively enacted legislation.
RETIREMENT BENEFIT COSTS
The Group accounts for retirement benefit costs in accordance with IAS 19 
Employee Benefits.
For defined contribution plans, contributions are charged to the consolidated 
income statement as payable in respect of the accounting period.
For defined benefit plans the amounts charged to operating profit are the 
current service costs, past service costs, administrative expenses and gains 
and losses on settlements and curtailments. They are included as part of staff 
costs. Past service costs are recognised immediately in the consolidated 
income statement when the related plan amendment occurs. Net interest 
expense is calculated by applying the discount rate to the recognised overall 
surplus or deficit in the plan.
Actuarial gains and losses are recognised immediately in the consolidated 
statement of comprehensive income.
Where defined benefit plans are funded, the assets of the plan are held 
separately from those of the Group, in separate independently managed 
funds. Pension plan assets are measured at fair value and liabilities are 
measured on an actuarial basis using the projected unit method and 
discounted at a rate equivalent to the current rate of return on a high-quality 
corporate bond of equivalent currency and term to the plan liabilities.  
The actuarial valuations are obtained at least triennially and are updated 
at each balance sheet date.
Recognition of a surplus in a defined benefit plan is limited based on the 
economic gain the Company is expected to benefit from in the future by 
means of a refund or reduction in future contributions to the plan, in 
accordance with IAS 19.
PROVISIONS FOR LIABILITIES AND CHARGES
Provisions comprise liabilities where there is uncertainty about the timing of 
settlement, but where a reliable estimate can be made of the amount. These 
include provisions for other property-related liabilities. Also included are other 
provisions, such as certain long-term employee benefits and legal claims, 
where the likelihood of settlement is considered probable.
GLOBAL INTEGRATED AGENCIES
Revenue is typically derived from integrated product offerings including media 
placements and creative services. Revenue may consist of various arrangements 
involving commissions, fees, incentive-based revenue or a combination of the 
three, as agreed upon with each client. Revenue for commissions on purchased 
media is typically recognised at the point in time the media is run. 
The Group receives volume rebates from certain suppliers for transactions 
entered into on behalf of clients that, based on the terms of the relevant 
contracts and local law, are either remitted to clients or retained by the Group. 
If amounts are passed on to clients they are recorded as liabilities until settled 
or, if retained by the Group, are recorded as revenue when earned. 
Variable incentive-based revenue typically comprises both quantitative and 
qualitative elements. Incentive compensation is estimated using the most 
likely amount and is included in revenue up to the amount that is highly 
probable not to result in a significant reversal of cumulative revenue 
recognised. The Group recognises incentive revenue as the related 
performance obligation is satisfied. 
PUBLIC RELATIONS AND SPECIALIST AGENCIES
Revenue for these services is typically derived from retainer fees and fees for 
services to be performed subject to specific agreement. Most revenue under 
these arrangements is earned over time, in accordance with the terms of the 
contractual arrangement. 
DISCONTINUED OPERATIONS (DATA INVESTMENT MANAGEMENT) 
Revenue for market research services is typically recognised over time based 
on input measures. For certain performance obligations, output measures such 
as the percentage of interviews completed, percentage of reports delivered 
to a client and the achievement of any project milestones stipulated in the 
contract are used to measure progress. 
While most of the studies provided in connection with the Group’s market 
research contracts are undertaken in response to an individual client’s or 
group of clients’ specifications, in certain instances a study may be developed 
as an off-the-shelf product offering sold to a broad client base. For these 
transactions, revenue is recognised when the product is delivered. When the 
terms of the transaction provide for licensing the right to access a product 
on a subscription basis, revenue is recognised over the subscription period, 
typically on a straight-line basis. 
TAXATION
Corporate taxes are payable on taxable profits at current rates. The tax 
expense represents the sum of the tax currently payable and deferred tax.
The Group is subject to corporate taxes in a number of different jurisdictions 
and judgement is required in determining the appropriate provision for 
transactions where the ultimate tax determination is uncertain. In such 
circumstances, the Group recognises liabilities for anticipated taxes based 
on the best information available and where the anticipated liability is both 
probable and estimable, liabilities are classified as current. Any interest and 
penalties accrued are included in corporate income taxes both in the 
consolidated income statement and balance sheet. Where the final outcome 
of such matters differs from the amount recorded, any differences may impact 
the income tax and deferred tax provisions in the period in which the final 
determination is made. 
The tax laws that apply to the Group’s subsidiaries may be amended by the 
relevant tax authorities. Such potential amendments are regularly monitored 
and adjustments are made to the Group’s tax liabilities and deferred tax assets 
and liabilities where necessary. 
The tax currently payable is based on taxable profit for the year. Taxable profit 
differs from net profit as reported in the consolidated income statement 
because it excludes items of income or expense that are taxable or deductible 
in other years and it further excludes items that are never taxable or 
deductible. The Group’s liability for current tax is calculated using tax rates 
that have been enacted or substantively enacted by the balance sheet date.
WPP ANNUAL REPORT 2020
162

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FINANCIAL STATEMENTS
ACCOUNTING POLICIES
LEASES
The Group leases most of its offices in cities where it operates. Other lease 
contracts include office equipment and motor vehicles. 
At inception of a contract, the Group assesses whether a contract is, or 
contains, a lease based on whether the contract conveys the right to control the 
use of an identified asset for a period of time in exchange for consideration. 
The Group recognises a right-of-use asset and a lease liability at the lease 
commencement date. The right-of-use asset is initially measured based on the 
initial amount of the lease liability adjusted for any lease payments made at or 
before the commencement date, plus any initial direct costs incurred, less any 
lease incentives received. The assets are depreciated over the term of the lease 
using the straight-line method. The lease term includes periods covered by an 
option to extend if the Group is reasonably certain to exercise that option. 
The lease liability is initially measured at the present value of the lease 
payments that are not paid at the commencement date, discounted using the 
interest rate implicit in the lease or, if that rate cannot be readily determined, 
the Group’s incremental borrowing rate for the same term as the underlying 
lease. Lease payments included in the measurement of lease liabilities 
comprise fixed payments less any lease incentives receivable and variable 
lease payments that depend on an index or a rate as at the commencement 
date. Lease modifications result in remeasurement of the lease liability. 
Depreciation is recognised in both costs of services and general and 
administrative costs and interest expense is recognised under finance costs 
in the consolidated income statement. 
The Group has elected to use the exemption not to recognise right-of-use 
assets and lease liabilities for short-term leases that have a lease term of 
12 months or less and leases of low-value assets (under $5,000). The payments 
associated with these leases are recognised as cost of services and general 
and administrative costs within the consolidated income statement on a 
straight-line basis over the lease term. 
The Group assesses at the reporting date whether there are any indicators 
of impairment and performs an impairment test when an impairment 
indicator exists. The Group tests a right-of use asset as a stand-alone asset 
for impairment when it either meets the definition of investment property 
which generates independent cash flows or it is vacant with minimal to no 
continued utility for the Company. When a right-of-use asset is tested as a 
stand-alone asset, an impairment loss is recognised when the carrying amount 
of the right-of-use asset exceeds its recoverable amount. The recoverable 
amount of a right-of-use asset is estimated mainly based on the present value 
of the estimated sublease income, discounted using the property yield rates.
The property held by the Group as right-of-use assets to earn rentals is 
classified as investment property. The Company measures its investment 
property applying the cost model.
In 2018 leases were accounted for per IAS 17 Leases. The following policies 
were applicable:
FINANCE LEASES
Assets held under finance leases are recognised as assets of the Group at the 
inception of the lease at the lower of their fair value and the present value of 
the minimum lease payments. Depreciation on leased assets is charged to the 
consolidated income statement on the same basis as owned assets. Leasing 
payments are treated as consisting of capital and interest elements and the 
interest is charged to the consolidated income statement as it is incurred.
OPERATING LEASES
Operating lease rentals are charged to the consolidated income statement 
on a straight-line basis over the lease term. Any premium or discount on the 
acquisition of a lease is spread over the life of the lease on a straight-line basis.
TRANSLATION OF FOREIGN CURRENCIES
Foreign currency transactions arising from normal trading activities are 
recorded at the rates in effect at the date of the transaction. Monetary assets 
and liabilities denominated in foreign currencies at the year-end are translated 
at the year-end exchange rate. Foreign currency gains and losses are credited 
or charged to the consolidated income statement as they arise. 
The income statements of foreign subsidiary undertakings are translated 
into pounds sterling at average exchange rates and the year-end net assets 
of these companies are translated at year-end exchange rates. 
Exchange differences arising from retranslation of the opening net assets and 
on foreign currency borrowings (to the extent that they hedge the Group’s 
investment in such operations) are reported in the consolidated statement 
of comprehensive income.
Goodwill and fair value adjustments arising on the acquisition of a foreign 
entity are treated as assets and liabilities of the foreign entity and translated 
at the closing rate.
HYPERINFLATION IN ARGENTINA
During 2020, 2019 and 2018, Argentina was designated as a hyperinflationary 
economy and the financial statements of the Group’s subsidiaries in Argentina 
have been adjusted for the effects of inflation in accordance with IAS 29 
Financial Reporting in Hyperinflationary Economies.
IAS 29 requires that the income statement is adjusted for inflation in the 
period and translated at the year-end foreign exchange rate and that 
non-monetary assets and liabilities on the balance sheet are restated to 
reflect the change in purchasing power caused by inflation from the date 
of initial recognition. In 2020, this resulted in an increase in goodwill of 
£22.6 million (2019: £41.0 million, 2018: £105.8 million), an increase in other 
intangibles of £5.3 million (2019: £7.1 million, 2018: £19.5 million), and an 
increase in property, plant and equipment of £19.3 million (2019: £10.7 million, 
2018: £3.3 million). A consumer price index (CPI) of 385.9 was used at 
31 December 2020 (2019: 283.4, 2018: 184.3). The impact on other 
non‑monetary assets and liabilities and the impact on the Group’s 
income statement in the year were immaterial. 
SHARE-BASED PAYMENTS
The Group issues equity-settled share-based payments (including share 
options) to certain employees and accounts for these awards in accordance 
with IFRS 2 Share-Based Payment. Equity-settled share-based payments are 
measured at fair value (excluding the effect of non-market-based vesting 
conditions) at the date of grant. Details regarding the fair value of equity 
settled share-based transactions are set out in notes 23 and 27.
The fair value determined at the grant date is recognised in the consolidated 
income statement as an expense on a straight-line basis over the relevant 
vesting period, based on the Group’s estimate of the number of shares 
that will ultimately vest and adjusted for the effect of non-market-based 
vesting conditions.
163
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FINANCIAL STATEMENTS ACCOUNTING POLICIES
CRITICAL JUDGEMENTS AND ESTIMATION UNCERTAINTY 
IN APPLYING ACCOUNTING POLICIES 
Management is required to make key decisions and judgements whilst 
acknowledging there is estimation uncertainty in the process of applying the 
Group’s accounting policies. These estimates and judgements are reviewed 
on an ongoing basis. Where judgement has been applied or estimation 
uncertainty exists, the key factors taken into consideration are disclosed in the 
accounting policies and the appropriate note in these financial statements.
The most significant areas of estimation uncertainty include:
	– Goodwill: the discounted cash flow methodology employed by the 
Group when testing for goodwill impairment requires estimates regarding 
revenue growth, operating margins, discount rates and working capital 
requirements. Further details of the methodology, discount rates, long-term 
growth rates and estimates used in relation to the goodwill impairment, 
and sensitivites to these estimates are set out in note 14;
	– Payments due to vendors (earnout agreements) and liabilities in respect 
of put options: estimates are required regarding growth rates in deriving 
future financial performance and discount rates to be applied when 
measuring the liabilities for earnouts and put options. Further details on 
growth rates and discount rates and the sensitivity to these estimates 
are set out in note 26;
	– Provision for post-employment benefits: estimates are required in the 
accounting for defined benefit pension plans, including establishing 
discount rates, rates of increase in salaries and pensions in payment, 
inflation and mortality assumptions. These estimates are made by 
management based on the advice of qualified advisors. Details of the 
assumptions used and the sensitivity of the benefit obligation to these 
assumptions are set out in note 24;
	– Deferred consideration on the Kantar disposal: as per the terms of the 
Kantar disposal, deferred consideration consisted of amounts expected 
to be received in future periods on satisfaction of certain conditions and 
the deferral of consideration against services to be provided to Kantar in 
the future, as detailed in note 12. Estimates are required in determining 
amounts to be received and the value of services to be provided, taking 
into account uncertainty in the ultimate timing and resolution of each of 
these. The sensitivity to these estimates is specific to each individual 
circumstance and no individual estimate is expected to result in a material 
change to the amount recognised;
	– Taxation: Estimates are required in determining whether a provision is 
required and, the amount of taxes that will be due, particularly given the 
many countries in which the Group operates. Where the final tax outcome 
is different from the amounts recorded, such differences may expose the 
Group to additional tax liabilities or impact the carrying value of deferred 
tax assets, which would affect the future tax charge. Further details on the 
tax charge, corporate income tax payable and deferred tax balances are 
set out in the income statement, balance sheet and notes 7 and 17.
The most significant areas of judgements include:
	– Revenue recognition: judgement is required regarding the timing of 
recognition, particularly in relation to assessing progress on performance 
obligations where revenue is recognised over time. Further details are set 
out in the accounting policy.
WPP ANNUAL REPORT 2020
164

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FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
Notes
2020 
£m
20191
£m
20181
£m
Continuing operations
Revenue
2
12,002.8
13,234.1
13,046.7
Costs of services
3
(9,987.9)
(10,825.1)
(10,559.1)
Gross profit
2,014.9
2,409.0
2,487.6
General and administrative costs
3
(4,293.0)
(1,113.1)
(1,242.3)
Operating (loss)/profit
(2,278.1)
1,295.9
1,245.3
Share of results of associates
4
(136.0)
14.7
30.5
(Loss)/profit before interest and taxation
(2,414.1)
1,310.6
1,275.8
Finance and investment income
6
82.7
99.0
98.9
Finance costs
6
(312.0)
(359.1)
(279.1)
Revaluation and retranslation of financial instruments
6
(147.2)
163.8
(76.3)
(Loss)/profit before taxation
(2,790.6)
1,214.3
1,019.3
Taxation
7
(129.3)
(275.0)
(256.0)
(Loss)/profit for the year from continuing operations
(2,919.9)
939.3
763.3
Discontinued operations
Profit for the year from discontinued operations
12
16.4
10.8
137.8
(Loss)/profit for the year
(2,903.5)
950.1
901.1
Attributable to
Equity holders of the parent:
Continuing operations
(2,973.8)
860.1
698.2
Discontinued operations
6.5
 (3.8)
126.4
(2,967.3)
856.3
824.6
Non-controlling interests:
Continuing operations
53.9
79.2
65.1
Discontinued operations
9.9
14.6
11.4
63.8
93.8
76.5
(2,903.5)
950.1
901.1
Earnings per share from continuing and discontinued operations
Basic earnings per ordinary share
9
(242.7p)
68.5p
66.1p
Diluted earnings per ordinary share
9
(242.7p)
67.9p
65.4p
Earnings per share from continuing operations
Basic earnings per ordinary share
9
(243.2p)
68.8p
56.0p
Diluted earnings per ordinary share
9
(243.2p)
68.2p
55.4p
Notes
The accompanying notes form an integral part of this consolidated income statement.
1	 Figures have been restated as described in the accounting policies.
CONSOLIDATED INCOME STATEMENT
165
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FINANCIAL STATEMENTS 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2020
2020 
£m
20191 
£m
20181 
£m
(Loss)/profit for the year
(2,903.5)
950.1
901.1
Items that may be reclassified subsequently to profit or loss
Exchange adjustments on foreign currency net investments
23.6
(625.1)
284.0
Exchange adjustments recycled to the income statement on disposal of discontinued operations
(20.6)
(284.0)
–
3.0
(909.1)
284.0
Items that will not be reclassified subsequently to profit or loss
Actuarial gain/(loss) on defined benefit pension plans
2.0
(36.6)
8.9
Deferred tax on defined benefit pension plans
7.4
6.4
(0.7)
Movements on equity investments held at fair value through other comprehensive income
(127.7)
(141.4)
(247.9)
(118.3)
(171.6)
(239.7)
Other comprehensive (loss)/income for the year
(115.3)
(1,080.7)
44.3
Total comprehensive (loss)/income for the year
(3,018.8)
(130.6)
945.4
Attributable to
Equity holders of the parent:
Continuing operations
(3,066.1)
180.0
697.7
Discontinued operations
(12.6)
(386.4)
162.2
(3,078.7)
(206.4)
859.9
Non-controlling interests:
Continuing operations
50.5
61.9
73.8
Discontinued operations
9.4
13.9
11.7
59.9
75.8
85.5
(3,018.8)
(130.6)
945.4
Notes
The accompanying notes form an integral part of this consolidated statement of comprehensive income.
1	 Figures have been restated as described in the accounting policies.
WPP ANNUAL REPORT 2020
166

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FINANCIAL STATEMENTS
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2020
Notes
2020 
£m
2019 
£m
2018 
£m
Net cash inflow from operating activities
11
2,054.8
1,850.5
1,693.8
Investing activities
Acquisitions
11
(178.4)
(161.3)
(283.7)
Disposal of investments and subsidiaries
11
272.3
2,141.0
833.9
Purchases of property, plant and equipment
(218.3)
(339.3)
(314.8)
Purchases of other intangible assets (including capitalised computer software)
(54.4)
(54.8)
(60.4)
Proceeds on disposal of property, plant and equipment
11.2
174.0
9.5
Net cash (outflow)/inflow from investing activities
(167.6)
1,759.6
184.5
Financing activities
Repayment of lease liabilities
(300.1)
(249.8)
–
Share option proceeds
–
0.6
1.2
Cash consideration for non-controlling interests
11
(80.6)
(62.7)
(109.9)
Share repurchases and buybacks
11
(290.2)
(43.8)
(207.1)
Proceeds from issue of bonds
11
915.5
–
656.8
Repayment of borrowings
11
(282.7)
(1,713.2)
(1,097.4)
Financing and share issue costs
(7.1)
(6.4)
(3.8)
Equity dividends paid
(122.0)
(750.5)
(747.4)
Dividends paid to non-controlling interests in subsidiary undertakings
(83.3)
(96.2)
(106.2)
Net cash outflow from financing activities
(250.5)
(2,922.0)
(1,613.8)
Net increase in cash and cash equivalents
1,636.7
688.1
264.5
Translation of cash and cash equivalents
(99.2)
(89.7)
(61.5)
Cash and cash equivalents at beginning of year
2,799.6
2,201.2
1,998.2
Cash and cash equivalents including cash held in disposal group at end of year
4,337.1
2,799.6
2,201.2
Cash and cash equivalents held in disposal group presented as held for sale
–
(66.3)
–
Cash and cash equivalents at end of year
11
4,337.1
2,733.3
2,201.2
Reconciliation of net cash flow to movement in net debt
Net increase in cash and cash equivalents
1,636.7
688.1
264.5
Cash (inflow)/outflow from (increase)/decrease in debt financing
(625.7)
1,719.6
444.4
Other movements
(6.1)
(32.5)
(1.4)
Translation differences
(227.2)
168.2
(241.1)
Movement of net debt in the year
777.7
2,543.4
466.4
Net debt at beginning of year
(1,473.3)
(4,016.7)
(4,483.1)
Net debt including net debt in disposal group at end of year
(695.6)
(1,473.3)
(4,016.7)
Net debt in disposal group
–
(66.3)
–
Net debt at end of year
10
(695.6)
(1,539.6)
(4,016.7)
Note
The accompanying notes form an integral part of this consolidated cash flow statement.
167
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FINANCIAL STATEMENTS 
CONSOLIDATED BALANCE SHEET
AT 31 DECEMBER 2020
Notes
2020 
£m
20191
£m
20181
£m
Non-current assets
Intangible assets:
Goodwill
14
7,388.8
10,110.6
13,132.6
Other
14
1,389.3
1,468.8
1,842.0
Property, plant and equipment
15
790.9
876.0
1,083.0
Right-of-use assets
13
1,504.5
1,734.5
–
Interests in associates and joint ventures
16
330.7
813.0
796.8
Other investments
16
387.3
498.3
666.7
Deferred tax assets
17
212.9
187.9
153.0
Corporate income tax recoverable
24.8
–
–
Trade and other receivables
18
156.2
137.6
180.0
12,185.4
15,826.7
17,854.1
Current assets
Corporate income tax recoverable
133.1
165.4
198.7
Trade and other receivables
18
10,972.3
11,822.3
13,101.5
Cash and short-term deposits
12,899.1
11,305.7
11,065.8
24,004.5
23,293.4
24,366.0
Assets classified as held for sale
–
485.3
–
24,004.5
23,778.7
24,366.0
Current liabilities
Trade and other payables
19
(13,859.7)
(14,188.1)
(15,021.9)
Corporate income tax payable
(330.9)
(499.9)
(545.9)
Short-term lease liabilities
13
(323.8)
(302.2)
–
Bank overdrafts, bonds and bank loans
21
(8,619.2)
(8,798.0)
(9,447.7)
(23,133.6)
(23,788.2)
(25,015.5)
Liabilities associated with assets classified as held for sale
–
(170.4)
–
(23,133.6)
(23,958.6)
(25,015.5)
Net current assets/(liabilities)
870.9
(179.9)
(649.5)
Total assets less current liabilities
13,056.3
15,646.8
17,204.6
Non-current liabilities
Bonds and bank loans
21
(4,975.5)
(4,047.3)
(5,634.8)
Trade and other payables
20
(313.5)
(449.6)
(810.0)
Corporate income tax payable
(1.3)
–
–
Deferred tax liabilities
17
(304.1)
(379.8)
(479.5)
Provision for post-employment benefits
24
(156.7)
(159.0)
(184.3)
Provisions for liabilities and charges
22
(306.3)
(247.8)
(311.7)
Long-term lease liabilities
13
(1,832.5)
(1,947.5)
–
(7,889.9)
(7,231.0)
(7,420.3)
Net assets
5,166.4
8,415.8
9,784.3
Equity
Called-up share capital
27
129.6
132.8
133.3
Share premium account
570.3
570.3
569.7
Other reserves
28
196.0
(169.9)
962.4
Own shares
(1,118.3)
(1,178.7)
(1,255.7)
Retained earnings
5,070.7
8,689.9
8,950.2
Equity shareholders’ funds
4,848.3
8,044.4
9,359.9
Non-controlling interests
318.1
371.4
424.4
Total equity
5,166.4
8,415.8
9,784.3
Notes
The accompanying notes form an integral part of this consolidated balance sheet.
1	 Figures have been restated as described in the accounting policies.
The financial statements were approved by the Board of Directors and authorised for issue on 29 April 2021. 
Signed on behalf of the Board:
	
Mark Read	
John Rogers
Chief Executive Officer	
Chief Financial Officer
WPP ANNUAL REPORT 2020
168

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FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2020
Called-up
share
capital 
£m
Share
 premium
 account
 £m
Other
reserves1,2
£m
Own
shares
£m
Retained
earnings1
£m
Total 
equity 
shareholders’
funds1
£m
Non-
 controlling
 interests
£m
Total1
 £m
Balance at 1 January 2019
133.3
569.7
393.5
(1,255.7)
9,541.4
9,382.2
424.4
9,806.6
Restatement1
−
−
568.9
−
(591.2)
(22.3)
−
(22.3)
Restated balance at 1 January 2019
133.3
569.7
962.4
(1,255.7)
8,950.2
9,359.9
424.4
9,784.3
Accounting policy change (IFRS 16)
−
−
–
–
(128.9)
(128.9)
–
(128.9)
Deferred tax on accounting policy change (IFRS 16)
−
−
–
–
27.8
27.8
–
27.8
Revised balance at 1 January 2019
133.3
569.7
962.4
(1,255.7)
8,849.1
9,258.8
424.4
9,683.2
Ordinary shares issued
–
0.6
–
–
–
0.6
–
0.6
Share cancellations
(0.5)
–
0.5
–
(47.7)
(47.7)
–
(47.7)
Treasury share allocations
–
–
–
1.0
(1.0)
–
–
–
Profit for the year
–
–
–
–
856.3
856.3
93.8
950.1
Exchange adjustments on foreign currency net investments
–
–
(607.1)
–
–
(607.1)
(18.0)
(625.1)
Exchange adjustments recycled to the income statement  
on disposal of discontinued operations
–
–
(284.0)
–
–
(284.0)
–
(284.0)
Movements on equity investments held at fair value through  
other comprehensive income
–
–
–
–
(141.4)
(141.4)
–
(141.4)
Actuarial loss on defined benefit pension plans
–
–
–
–
(36.6)
(36.6)
–
(36.6)
Deferred tax on defined benefit pension plans
–
–
–
–
6.4
6.4
–
6.4
Other comprehensive loss
–
–
(891.1)
–
(171.6)
(1,062.7)
(18.0)
(1,080.7)
Total comprehensive (loss)/income
–
–
(891.1)
–
684.7
(206.4)
75.8
(130.6)
Dividends paid
–
–
–
–
(750.5)
(750.5)
(96.2)
(846.7)
Non-cash share-based incentive plans (including share options)
–
–
–
–
71.4
71.4
–
71.4
Tax adjustment on share-based payments
–
–
–
–
3.1
3.1
–
3.1
Net movement in own shares held by ESOP Trusts
–
–
–
76.0
(76.0)
–
–
–
Recognition/remeasurement of financial instruments 
–
–
10.6
–
13.1
23.7
–
23.7
Share purchases – close period commitments3
–
–
(252.3)
–
–
(252.3)
–
(252.3)
Acquisition of subsidiaries4
–
–
–
–
(56.3)
(56.3)
(32.6)
(88.9)
Restated balance at 31 December 2019
132.8
570.3
(169.9)
(1,178.7)
8,689.9
8,044.4
371.4
8,415.8
Share cancellations
(3.2)
−
3.2
–
(281.2)
(281.2)
–
(281.2)
Treasury share allocations
−
−
−
0.6
(0.6)
–
–
–
(Loss)/profit for the year
−
−
−
−
(2,967.3)
(2,967.3)
63.8
(2,903.5)
Exchange adjustments on foreign currency net investments
−
−
27.5
−
−
27.5
(3.9)
23.6
Exchange adjustments recycled to the income statement on disposal 
of discontinued operations
−
−
(20.6)
−
−
(20.6)
–
(20.6)
Movements on equity investments held at fair value through  
other comprehensive income
−
−
−
−
(127.7)
(127.7)
–
(127.7)
Actuarial gain on defined benefit pension plans
−
−
−
−
2.0
2.0
–
2.0
Deferred tax on defined benefit pension plans
−
−
−
−
7.4
7.4
–
7.4
Other comprehensive income/(loss)
−
−
6.9
–
(118.3)
(111.4)
(3.9)
(115.3)
Total comprehensive income/(loss)
−
−
6.9
–
(3,085.6)
(3,078.7)
59.9
(3,018.8)
Dividends paid
−
−
–
–
(122.0)
(122.0)
(83.3)
(205.3)
Non-cash share-based incentive plans (including share options)
−
−
–
–
74.4
74.4
–
74.4
Net movement in own shares held by ESOP Trusts
−
−
–
59.8
(64.9)
(5.1)
–
(5.1)
Recognition/remeasurement of financial instruments 
−
−
103.5
–
(26.6)
76.9
–
76.9
Share purchases – close period commitments3
−
−
252.3
–
–
252.3
–
252.3
Acquisition of subsidiaries4
−
−
–
–
(112.7)
(112.7)
(29.9)
(142.6)
Balance at 31 December 2020
129.6
570.3
196.0
(1,118.3)
5,070.7
4,848.3
318.1
5,166.4
Notes
The accompanying notes form an integral part of this consolidated statement of changes in equity.
1	 Figures have been restated as described in the accounting policies. 
2	 Other reserves are analysed in note 28.
3	 During 2019, the Company entered into an arrangement with a third party to conduct share buybacks on its behalf in the close period commencing on 2 January 2020 and ending on 27 February 2020, 
in accordance with UK listing rules. The commitment resulting from this agreement constitutes a liability at 31 December 2019, which is included in Trade and other payables: amounts falling due within 
one year and has been recognised as a movement in equity. As the close period ended on 27 February 2020 the movement in other reserves has been reversed in the year ended 31 December 2020.
4	 Acquisition of subsidiaries represents movements in retained earnings and non-controlling interests arising from changes in ownership of existing subsidiaries and recognition of non-controlling 
interests on new acquisitions.
169
WPP ANNUAL REPORT 2020


FINANCIAL STATEMENTS 
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2020
1. GENERAL INFORMATION
WPP plc is a company incorporated in Jersey. The address of the registered office is 13 Castle Street, St Helier, Jersey, JE1 1ES and the address of the principal 
executive office is Sea Containers, 18 Upper Ground, London, United Kingdom, SE1 9GL. The nature of the Group’s operations and its principal activities are set 
out in note 2. These consolidated financial statements are presented in pounds sterling.
2. SEGMENT INFORMATION
The Group is a leading worldwide creative transformation organisation offering national and multinational clients a comprehensive range of communications, 
experience, commerce and technology services. Substantially all of the Group’s revenue is from contracts with customers.
Reportable segments
Reported contributions were as follows:
Continuing operations – Income statement
Revenue1 
£m
Revenue less
 pass-through
costs2
£m
Headline
operating
profit3
£m
2020
Global Integrated Agencies
9,302.5
7,318.5
967.8
Public Relations
892.9
854.4
141.3
Specialist Agencies
1,807.4
1,589.1
151.4
 
12,002.8
9,762.0
1,260.5
2019
Global Integrated Agencies
10,205.2
8,108.1
1,219.5
Public Relations
956.5
898.0
140.6
Specialist Agencies
2,072.4
1,840.4
200.5
 
13,234.1
10,846.5
1,560.6
2018
Global Integrated Agencies
9,930.7
8,070.8
1,228.2
Public Relations
931.7
879.9
139.2
Specialist Agencies
2,184.3
1,925.0
283.8
 
13,046.7
10,875.7
1,651.2
Notes 
1	 Intersegment sales have not been separately disclosed as they are not material.
2	 Revenue less pass-through costs is defined on page 212. 
3	 A reconciliation from reported operating profit to headline operating profit is provided on page 212.
WPP ANNUAL REPORT 2020
170

FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Continuing operations – Other information
Share-based 
payments 
£m
Capital 
additions1 
£m
Depreciation 
and 
amortisation2 
£m
Goodwill 
impairment3 
£m
Share of 
results of 
associates 
£m
Interests in 
associates and 
joint ventures 
£m
2020
Global Integrated Agencies
55.0
201.6
408.9
1,820.1
17.7
154.0
Public Relations
8.0
15.5
32.8
161.5
1.3
6.4
Specialist Agencies4
11.4
55.5
100.2
841.3
(155.0)
170.3
 
74.4
272.6
541.9
2,822.9
(136.0)
330.7
2019
Global Integrated Agencies
54.3
265.6
392.8
4.8
17.0
164.2
Public Relations
4.6
17.5
31.5
–
(0.3)
5.5
Specialist Agencies4
7.1
46.7
84.0
42.9
(2.0)
643.3
 
66.0
329.8
508.3
47.7
14.7
813.0
2018
Global Integrated Agencies
59.5
255.6
159.1
142.8
25.4
175.1
Public Relations
7.1
12.5
10.8
–
1.3
6.2
Specialist Agencies4
11.7
45.9
39.4
33.7
3.8
615.5
 
78.3
314.0
209.3
176.5
30.5
796.8
Notes
1	 Capital additions include purchases of property, plant and equipment and other intangible assets (including capitalised computer software).
2	 Depreciation of property, plant and equipment, depreciation of right-of-use assets and amortisation of other intangible assets.
3	 Figures have been restated as described in the accounting policies.
4	 Specialist Agencies includes the Kantar associates and amounts previously reported under the Data Investment Management segment.
Contributions by geographical area were as follows:
Continuing operations
2020 
£m
2019
£m
2018
£m
Revenue1
North America2
4,464.9
4,854.7
4,851.7
United Kingdom
1,637.0
1,797.1
1,785.6
Western Continental Europe
2,441.6
2,628.8
2,589.6
Asia Pacific, Latin America,  
Africa & Middle East and  
Central & Eastern Europe
3,459.3
3,953.5
3,819.8
12,002.8
13,234.1
13,046.7
Revenue less pass-through costs3
North America2
3,743.4
4,034.3
4,059.7
United Kingdom
1,233.8
1,390.1
1,393.8
Western Continental Europe
2,019.4
2,176.4
2,182.9
Asia Pacific, Latin America,  
Africa & Middle East and  
Central & Eastern Europe
2,765.4
3,245.7
3,239.3
9,762.0
10,846.5
10,875.7
Headline operating profit3
North America2
611.9
662.0
710.6
United Kingdom
137.7
188.5
179.6
Western Continental Europe
198.7
261.5
289.4
Asia Pacific, Latin America,  
Africa & Middle East and  
Central & Eastern Europe
312.2
448.6
471.6
1,260.5
1,560.6
1,651.2
Notes
1	 Intersegment sales have not been separately disclosed as they are not material.
2	 North America includes the United States with revenue of £4,216.1 million (2019: £4,576.5 million, 
2018: £4,576.1 million), revenue less pass-through costs of £3,524.8 million (2019: £3,806.3 million, 
2018: £3,836.0 million) and headline operating profit of £563.7 million (2019: £620.6 million, 2018: 
£674.4 million).
3	 Revenue less pass-through costs and headline operating profit are defined on page 212.
2020 
£m
20191
£m
Non-current assets2
North America3
4,962.1
6,812.6
United Kingdom
1,488.7
1,743.3
Western Continental Europe
2,745.0
3,417.2
Asia Pacific, Latin America, Africa &  
Middle East and Central & Eastern Europe
2,767.1
3,665.7
11,962.9
15,638.8
Notes
1	 Figures have been restated as described in the accounting policies.
2	 Non-current assets excluding financial instruments and deferred tax.
3	 North America includes the United States with non-current assets of £4,609.0 million 
(2019: £6,354.7 million).
171
WPP ANNUAL REPORT 2020


FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
3. COSTS OF SERVICES AND GENERAL  
AND ADMINISTRATIVE COSTS
Continuing operations
2020 
£m
2019 
£m
20181 
£m
Costs of services
9,987.9
10,825.1
10,559.1
General and administrative costs
4,293.0
1,113.1
1,242.3
14,280.9
11,938.2
11,801.4
Costs of services and general and administrative costs include:
Continuing operations
2020 
£m
2019 
£m
20181 
£m
Staff costs (note 5)
6,556.5
7,090.6
6,950.6
Establishment costs
638.5
672.9
756.6
Media pass-through costs
1,555.2
1,656.2
1,458.0
Other costs of services and general 
and administrative costs2
5,530.7
2,518.5
2,636.2
14,280.9
11,938.2
11,801.4
Included within costs of services and general administrative costs are the 
following:
Continuing operations
2020 
£m
2019 
£m
20181 
£m
Goodwill impairment (note 14)
2,822.9
47.7
176.5
Investment and other write-downs
296.2
7.5
2.0
Restructuring and transformation costs
80.7
153.5
265.5
Restructuring costs in relation to Covid-19
232.5
–
–
Litigation settlement
25.6
(16.8)
–
Gain on sale of freehold property in New York
–
(7.9)
–
Amortisation and impairment of acquired 
intangible assets
89.1
121.5
201.8
Amortisation of other intangible assets
35.2
21.2
20.7
Depreciation of property, plant  
and equipment
174.8
185.5
188.6
Depreciation of right-of-use assets
331.9
301.6
–
Losses on sale of property, plant  
and equipment
0.3
3.2
0.6
Gains on disposal of investments  
and subsidiaries
(7.8)
(40.4)
(237.9)
Gains on remeasurement of equity interests 
arising from a change in scope of ownership
(0.6)
(0.4)
(2.0)
Net foreign exchange losses/(gains)
5.9
6.1
(13.0)
Short-term lease expense
36.7
83.8
–
Low-value lease expense
2.3
2.9
–
Notes
1	 Figures have been restated as described in the accounting policies. 
2	 Other costs of services and general and administrative costs include £685.6 million  
(2019: £731.4 million, 2018: £713.0 million) of other pass-through costs.
In 2020, operating profit includes credits totalling £46.3 million (2019: 
£26.9 million, 2018: £25.6 million) relating to the release of excess provisions 
and other balances established in respect of acquisitions completed prior 
to 2019. Further details of the Group’s approach to acquisition reserves, 
as required by IFRS 3 Business Combinations, are given in note 29.
Amortisation and impairment of acquired intangibles in 2020 includes an 
impairment charge in the year of £21.6 million (2019: £26.5 million, 2018: 
£89.1 million) in regard to certain brand names that are no longer in use 
and customer relationships where the underlying clients have been lost.
Further details of the goodwill impairment charge of £2,822.9 million are 
provided in note 14. In 2019, the goodwill impairment charge of £47.7 million 
relates to a number of under-performing businesses in the Group where the 
impact of past, local economic conditions and trading circumstances on these 
businesses was sufficiently severe to indicate impairment to the carrying value 
of goodwill. In 2018, the goodwill impairment charge of £176.5 million primarily 
relates to a charge of £142.8 million on VMLY&R.
Investment and other write-downs of £296.2 million primarily relate to the 
impairment of certain investments in associates, including £255.6 million in 
relation to Imagina in Spain. Further details of the Group’s impairment review 
are provided in note 14.
Gains on disposal of investments and subsidiaries of £40.4 million in 2019 
include a gain of £28.6 million on the disposal of the Group’s interest in Chime. 
Gains on disposal of investments and subsidiaries of £237.9 million in 2018 
include a gain of £185.3 million on the disposal of the Group’s interest in 
Globant S.A. 
Restructuring costs in relation to Covid-19 of £232.5 million primarily relate to 
severance and property costs which the Group undertook in response to the 
Covid-19 pandemic. As management continues to assess the impact of 
Covid-19 on long-term working practices and the Group’s real estate portfolio, 
further impairments may occur in the future.
Restructuring and transformation costs of £80.7 million (2019: £153.5 million, 
2018: £265.5 million) are in relation to the continuing restructuring plan, 
first outlined on the Investor Day in December 2018. As part of that plan, 
restructuring actions have been taken to right-size under-performing 
businesses, address high-cost severance markets and simplify operational 
structures. Further restructuring and transformation costs will be incurred 
in 2021. 
Total impairment charges included in restructuring costs of £196.7 million 
consist of £147.6 million within restructuring costs in relation to Covid-19 and 
£49.1 million within restructuring and transformation costs. These impairment 
charges include £117.0 million in relation to right-of-use assets and £79.7 million 
of related property, plant and equipment, arising from the Group’s re-
assessment of its property requirements as a result of effective remote 
working practises during the Covid-19 pandemic and continued focus on 
campuses.
In 2020, a provision of £25.6 million was made for potential legal settlements. 
In 2019, the Group received £16.8 million in settlement of a class action lawsuit 
against Comscore Inc. for providing materially false and misleading 
information regarding their company and its financial performance.
In 2020, the Group received £77.1 million of aid from governments around the 
world in relation to the Covid-19 pandemic, predominantly in Western 
Continental Europe and Asia Pacific, which is included as a credit in other 
staff costs. 
In March 2019, the Group entered into a sale and leaseback agreement for its 
office space at 3 Columbus Circle in New York. The Group sold the freehold 
for proceeds of £159.0 million and simultaneously entered into a 15-year lease. 
The net gain recognised from the sale and leaseback is £7.9 million.
Auditors’ remuneration:
2020 
£m
2019 
£m
2018 
£m
Fees payable to the Company’s auditors for 
the audit of the Company’s annual accounts
1.9
1.5
1.4
The audit of the Company’s subsidiaries 
pursuant to legislation
22.9
28.0
25.21
Other services pursuant to legislation
4.5
5.0
4.2
Fees payable to the auditors pursuant to 
legislation
29.3
34.5
30.8
Audit-related services2
1.1
8.2
4.7
Tax compliance services
0.1
–
0.1
Total other fees
1.2
8.2
4.8
Total fees
30.5
42.7
35.6
Notes
1	 Includes a true-up of £3.5 million.
2	 Audit-related services include audits for earnout purposes.
WPP ANNUAL REPORT 2020
172

FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
4. SHARE OF RESULTS OF ASSOCIATES
Share of results of associates includes:
Continuing operations
2020
£m
2019
£m
2018 
£m
Share of profit before interest and taxation
142.5
99.2
110.8
Share of exceptional losses
(146.1)
(47.8)
(41.5)
Share of interest and non-controlling interests
(91.4)
(19.4)
(15.1)
Share of taxation
(41.0)
(17.3)
(23.7)
(136.0)
14.7
30.5
Share of exceptional losses of £146.1 million (2019: £47.8 million, 2018: £41.5 million) 
primarily comprise £54.3 million (2019: £5.3 million, 2018 £nil) of amortisation 
and impairment of acquired intangible assets as well as restructuring and 
one-off transaction costs of £89.3 million (2019: £20.3 million, 2018: £nil) 
within Kantar.
5. OUR PEOPLE
Our staff numbers, including the Kantar disposal group up to the date of 
disposal, averaged 104,163 for the year ended 31 December 2020 against 
132,823 in 2019 and 133,903 in 2018. Their geographical distribution 
was as follows:
2020
2019
2018
North America
21,524
25,008
25,990
United Kingdom
10,670
14,192
14,331
Western Continental Europe
21,551
26,973
26,825
Asia Pacific, Latin America, Africa &  
Middle East and Central & Eastern Europe
50,418
66,650
66,757
104,163
132,823
133,903
Their reportable segment distribution was as follows:
2020
2019
2018
Global Integrated Agencies
79,937
82,295
83,015
Data Investment Management
1,341
26,325 
27,813
Public Relations 
6,810
6,890 
6,891
Specialist Agencies
16,075
17,313
16,184 
104,163
132,823
133,903
At the end of 2020, staff numbers were 99,830 (2019: 106,786, 2018: 134,281).
Staff costs include:
Continuing operations
2020 
£m
2019
£m
2018 
£m
Wages and salaries
4,781.0
4,946.2
4,828.0
Cash-based incentive plans
110.7
227.6
233.0
Share-based incentive plans
74.4
66.0
78.3
Social security costs
570.9
591.7
579.0
Pension costs
171.7
169.7
160.9
Severance
68.2
42.6
30.0
Other staff costs1
779.6
1,046.8
1,041.4
6,556.5
7,090.6
6,950.6
Note
1	 Freelance and temporary staff costs are included in other staff costs.
Compensation for key management personnel includes:
2020 
£m
2019
£m
2018 
£m
Short-term employee benefits
17.9
18.3
3.5
Pensions and other post-retirement benefits
1.0
1.0
0.4
Share-based payments
10.3
10.8
3.8
29.2
30.1
7.7
Key management personnel comprises the Board and the Executive 
Committee. The Executive Committee was established in 2019 therefore is not 
included in the 2018 figures above. Further details of compensation for the 
Board are disclosed on pages 134-154.
6. FINANCE AND INVESTMENT INCOME, FINANCE COSTS 
AND REVALUATION AND RETRANSLATION OF FINANCIAL 
INSTRUMENTS
Finance and investment income includes:
Continuing operations
2020 
£m
2019 
£m
2018 
£m
Income from equity investments
8.7
18.3
15.2
Interest income
74.0
80.7
83.7
82.7
99.0
98.9
Finance costs include:
Continuing operations
2020 
£m
2019
£m
2018 
£m
Net interest expense on pension plans
2.9
3.5
3.6
Interest on other long-term employee benefits
3.1
3.9
3.5
Interest expense and similar charges1
205.0
252.0
272.0
Interest expense related to lease liabilities
101.0
99.7
–
312.0
359.1
279.1
Revaluation and retranslation of financial instruments include:
Continuing operations
2020
£m
20192
£m
20182 
£m
Movements in fair value of treasury 
instruments
15.4
0.4
(11.0)
Premium on the early repayment of bonds
–
(63.4)
–
Revaluation of investments held at  
fair value through profit or loss
8.0
9.1
67.8
Revaluation of put options over  
non-controlling interests
12.3
(24.3)
25.9
Revaluation of payments due to  
vendors (earnout agreements)
13.4
(3.7)
46.1
Retranslation of financial instruments
(196.3)
245.7
(205.1)
(147.2)
163.8
(76.3)
Notes
1	 Interest expense and similar charges are payable on bank overdrafts, bonds and bank loans 
held at amortised cost.
2	 Figures have been restated as described in the accounting policies. 
The majority of the Group’s long-term debt is represented by $1,563 million 
of US dollar bonds at an average interest rate of 4.06%, €3,600 million of 
Eurobonds at an average interest rate of 2.05% and £650 million of Sterling 
bonds at an average interest rate of 3.21%.
Average borrowings under the US Dollar Revolving Credit Facilities 
(note 10) amounted to the equivalent of nil (2019: $72 million at an average 
interest rate of 1.11%).
Average borrowings under the Australian Dollar Revolving Credit Facilities 
amounted to A$151 million at an average rate of 2.06% (2019: A$310 million at 
an average rate of 2.95%).
Average borrowings under the US Commercial Paper Programme for 2020 
amounted to $2 million at an average interest rate of 1.66% inclusive of margin 
(2019: $41 million at an average interest rate of 2.46% inclusive of margin).
Average borrowings under the Euro Commercial Paper Programme for 
2020 amounted to nil (2019: £255 million at an average interest rate of 1.16% 
inclusive of currency swaps).
173
WPP ANNUAL REPORT 2020


FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
7. TAXATION
The tax rate on reported (loss)/profit before tax was -4.6% (2019: 22.6%, 
2018: 25.1%). 
The tax charge comprises:
Continuing operations
2020 
£m
2019 
£m
2018 
£m
Corporation tax
Current year
310.0
423.0
404.2
Prior years
(83.2)
(63.4)
(108.1)
226.8
359.6
296.1
Deferred tax
Current year
(80.2)
(78.3)
(41.5)
Prior years
(17.3)
(6.3)
1.4
(97.5)
(84.6)
(40.1)
Tax charge
129.3
275.0
256.0
The corporation tax credit for prior years in 2020, 2019, and 2018, mainly 
comprises the release of a number of provisions following the resolution 
of tax matters in various countries.
The tax charge for the year can be reconciled to (loss)/profit before taxation 
in the consolidated income statement as follows:
Continuing operations
2020 
£m
20191 
£m
20181 
£m
(Loss)/profit before taxation
(2,790.6)
1,214.3
1,019.3
Tax at the corporation tax rate of 19.0%2
(530.2)
230.7
193.7
Tax effect of share of results of associates
16.2
(2.7)
(5.8)
Irrecoverable withholding taxes
49.4
44.7
48.9
Items that are not deductible in determining 
taxable profit
69.2
41.5
34.1
Goodwill impairment
542.4
10.4
33.1
Effect of different tax rates in subsidiaries 
operating in other jurisdictions
92.7
77.1
71.2
US Transition Tax related to unremitted 
foreign earnings
–
–
(4.6)
Origination and reversal on unrecognised 
temporary differences
(29.3)
(3.4)
5.1
Tax losses not recognised or utilised in 
the year
21.1
13.2
19.9
Utilisation of tax losses not previously 
recognised
(1.7)
(42.7)
(25.5)
Recognition of temporary differences not 
previously recognised
–
(24.1)
(7.4)
Net release of prior year provisions in 
relation to acquired businesses
(1.7)
(19.9)
(20.4)
Other prior year adjustments
(98.8)
(49.8)
(86.3)
Tax charge
129.3
275.0
256.0
Effective tax rate on (loss)/profit before tax 
(4.6%)
22.6%
25.1%
Notes
1	 Figures have been restated as described in the accounting policies. 
2	 As the Group is subject to the tax rates of more than one country, it has chosen to present  
its reconciliation of the tax charge using the UK corporation tax rate of 19.0% (2019: 19.0%,  
2018: 19.0%).
FACTORS AFFECTING THE TAX CHARGE IN FUTURE YEARS
The tax charge may be affected by the impact of acquisitions, disposals and 
other corporate restructurings, the resolution of open tax issues, and the 
ability to use brought forward tax losses. Changes in local or international tax 
rules, for example, as a consequence of the financial support programmes 
implemented by governments during the Covid-19 pandemic, changes arising 
from the application of existing rules or challenges by tax or competition 
authorities, may expose the Group to additional tax liabilities or impact the 
carrying value of deferred tax assets, which could affect the future tax charge. 
Liabilities relating to open and judgemental matters are based upon an 
assessment of whether the tax authorities will accept the position taken, after 
taking into account external advice where appropriate. Where the final tax 
outcome of these matters is different from the amounts which were initially 
recorded, such differences will impact the current and deferred income tax 
assets and liabilities in the period in which such determination is made. 
The Group does not currently consider that judgements made in assessing tax 
liabilities have a significant risk of resulting in any material additional charges 
or credits in respect of these matters, within the next financial year, beyond 
the amounts already provided. 
In the UK Budget on 3 March 2021, the Chancellor of the Exchequer announced 
an increase in the UK corporation tax rate from 19% to 25%, which is due to be 
effective from 1 April 2023. This change was not substantively enacted at the 
balance sheet date and hence has not been reflected in the measurement of 
deferred tax balances at the period end. This change is not expected to have 
a material impact on the Group’s deferred tax balances.
TAX RISK MANAGEMENT
We maintain constructive engagement with the tax authorities and relevant 
government representatives, as well as active engagement with a wide range 
of international companies and business organisations with similar issues. We 
engage advisors and legal counsel to obtain opinions on tax legislation and 
principles. We have a Tax Risk Management Strategy in place which sets out 
the controls established and our assessment procedures for decision making 
and how we monitor tax risk. We monitor proposed changes in taxation 
legislation and ensure these are taken into account when we consider our 
future business plans. Our Directors are informed by management of any tax 
law changes, the nature and status of any significant ongoing tax audits, and 
other developments that could materially affect the Group's tax position.
WPP ANNUAL REPORT 2020
174

FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
8. ORDINARY DIVIDENDS
Amounts recognised as distributions to equity holders in the year:
2020
2019
2018
2020
2019
2018
Per share
Pence per share 
£m
£m
£m
2019 Final dividend
–
37.30p
37.30p
–
466.4
464.6
2020 Interim dividend 10.00p
22.70p
22.70p
122.0
284.1
282.8
10.00p
60.00p
60.00p
122.0
750.5
747.4
2020
2019
2018
2020
2019
2018
Per ADR1
Cents per ADR 
$m
$m
$m
2019 Final dividend
–
249.00¢
240.34¢
–
622.8
598.7
2020 Interim dividend
64.18¢
144.88¢
151.53¢
156.6
362.6
377.6
64.18¢
393.88¢
391.87¢
156.6
985.4
976.3
Proposed final dividend for the year ended 31 December 2020:
2020
2019
2018
Per share
Pence per share
Final dividend
14.00p
–
37.3p
2020
2019
2018
Per ADR1
Cents per share
Final dividend
89.85¢
–
249.00¢
Note
1	 These figures have been translated for convenience purposes only, using the approximate 
average rate for the year of US$1.2836 (2019: US$1.2765, 2018: US$1.3351). This conversion should 
not be construed as a representation that the pound sterling amounts actually represent, 
or could be converted into, US dollars at the rates indicated.
The payment of dividends will not have any tax consequences for the Group.
Final dividends are paid in the subsequent year to which they relate. The 2019 
final dividend which was due to be paid in 2020 was cancelled to protect 
liquidity in light of the threat from Covid-19 at that time.
9. EARNINGS PER SHARE
BASIC EPS
The calculation of basic reported and headline EPS is as follows:
Continuing operations
2020
20191
20181
Reported earnings2 (£m)
(2,973.8)
860.1
698.2
Headline earnings (£m) (page 212)
740.3
984.2
1,153.1
Weighted average shares used in basic  
EPS calculation (m)
1,223.0 1,250.0
1,247.8
Reported EPS
(243.2p)
68.8p
56.0p
Headline EPS
60.5p
78.7p
92.4p
Discontinued operations
2020
2019
2018
Reported earnings2 (£m)
6.5
(3.8)
126.4
Weighted average shares used in basic  
EPS calculation (m)
1,223.0 1,250.0
1,247.8
Reported EPS
0.5p
(0.3p)
10.1p
Continuing and discontinued operations
2020
20191
20181
Reported earnings2 (£m)
(2,967.3)
856.3
824.6
Weighted average shares used in basic  
EPS calculation (m)
1,223.0 1,250.0
1,247.8
Reported EPS
(242.7p)
68.5p
66.1p
Notes
1	 Earnings figures have been restated as described in the accounting policies.
2	 Reported earnings is equivalent to (loss)/profit for the year attributable to equity holders of 
the parent.
DILUTED EPS
The calculation of diluted reported and headline EPS is as follows:
Continuing operations
2020
20191
20181
Diluted reported earnings (£m)
(2,973.8)
860.1
698.2
Diluted headline earnings (£m)
740.3
984.2
1,153.1
Weighted average shares used in reported 
diluted EPS calculation (m)2
1,223.0
1,260.6
1,261.2
Weighted average shares used in headline 
diluted EPS calculation (m) 
1,236.0
1,260.6
1,261.2
Diluted reported EPS
(243.2p)
68.2p
55.4p
Diluted headline EPS
59.9p
78.1p
91.4p
Discontinued operations
2020
2019
2018
Diluted reported earnings (£m)
6.5
(3.8)
126.4
Weighted average shares used in diluted  
EPS calculation (m)2
1,223.0
1,260.6
1,261.2
Diluted reported EPS
0.5p
(0.3p)
10.0p
Continuing and discontinued operations
2020
20191
20181
Diluted reported earnings (£m)
(2,967.3)
856.3
824.6
Weighted average shares used in diluted  
EPS calculation (m)2
1,223.0
1,260.6
1,261.2
Diluted reported EPS
(242.7p)
67.9p
65.4p
Notes
1	 Earnings figures have been restated as described in the accounting policies. 
2	 The weighted average shares used in the basic EPS calculation for 2020 has also been used for 
reported diluted EPS due to the anti-dilutive effect of the weighted average shares calculated for 
the reported diluted EPS calculation. 
Diluted EPS has been calculated based on the diluted reported and diluted 
headline earnings amounts above. At 31 December 2020, options to purchase 
14.2 million ordinary shares (2019: 19.3 million, 2018: 16.9 million) were 
outstanding, but were excluded from the computation of diluted earnings per 
share because the exercise prices of these options were greater than the 
average market price of the Group’s shares and, therefore, their inclusion 
would have been accretive. 
A reconciliation between the shares used in calculating basic and diluted EPS 
is as follows:
2020 
m
2019 
m
2018 
m
Weighted average shares used in basic EPS 
calculation
1,223.0
1,250.0
1,247.8
Dilutive share options outstanding
–
0.3
1.6
Other potentially issuable shares
13.0
10.3
11.8
Weighted average shares used in diluted EPS 
calculation
1,236.0
1,260.6
1,261.2
At 31 December 2020 there were 1,296,080,242 (2019: 1,328,167,813, 2018: 
1,332,678,227) ordinary shares in issue, including 70,748,100 treasury shares 
(2019: 70,787,730, 2018: 70,854,553).
175
WPP ANNUAL REPORT 2020


FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
10. SOURCES OF FINANCE
The following table summarises the equity and debt financing of the Group, 
and changes during the year:
Analysis of changes in financing
Shares
Debt
2020 
£m
2019 
£m
2020 
£m
2019 
£m
Beginning of year
703.1
703.0
4,272.9
6,217.9
Ordinary shares issued
–
0.6
–
–
Share cancellations
(3.2)
(0.5)
–
–
Net increase/(decrease) in 
drawings on bank  
loans and corporate bonds
–
–
632.8
(1,713.2)
Amortisation of financing costs 
included in debt
–
–
7.5
10.3
Changes in fair value due to 
hedging arrangements
–
–
(1.4)
14.3
Other movements
–
–
(7.1)
1.5
Exchange adjustments
–
–
128.0
(257.9)
End of year
699.9
703.1
5,032.7
4,272.9
Note
The table above excludes bank overdrafts which fall within cash and cash equivalents for the 
purposes of the consolidated cash flow statement. 
SHARES
At 31 December 2020, the Company’s share base was entirely composed 
of ordinary equity share capital and share premium of £699.9 million 
(2019: £703.1 million), further details of which are disclosed in note 27.
DEBT
US$ bonds The Group has in issue $500 million of 3.625% bonds due 
September 2022, $750 million of 3.75% bonds due September 2024, $93 million 
of 5.125% bonds due September 2042 and $220 million of 5.625% bonds due 
November 2043.
Eurobonds During the year, the Group issued €750 million of 2.375% bonds 
due May 2027. The Group also has in issue €750 million of 3.0% bonds due 
November 2023, €500 million of 1.375% bonds due March 2025, €750 million 
of 2.25% bonds due September 2026, €600 million of 1.625% bonds due March 
2030, and €250 million of Floating Rate Notes carrying a coupon of 3m 
EURIBOR +0.45% due March 2022. 
Sterling bonds During the year, the Group issued £250 million of 3.750% bonds 
due May 2032. The Group also has in issue £400 million of 2.875% bonds due 
September 2046.
Revolving Credit Facility The Group has a five-year Revolving Credit Facility 
of $2.5 billion due March 2025, signed in March 2019 and extended in February 
2020. The Group’s borrowing under these facilities, which are drawn down 
predominantly in pounds sterling, averaged the equivalent of $nil in 2020. 
At 31 December 2020, the Group's subsidiary, WPP AUNZ had a A$150 million 
Revolving Credit Facility due June 2020 and a A$270 million Revolving Credit 
Facility due June 2021. In August 2020, the A$150 million Revolving Credit 
Facility was extended to August 2021 and the A$270 million Revolving Credit 
Facility was extended to August 2023. The Group’s borrowings under the 
Australian dollar facilities which were drawn down in Australian dollars and 
New Zealand dollars, averaged the equivalent of A$151 million in 2020. 
The Group had available undrawn committed credit facilities of 
£2,023.2 million at 31 December 2020 (2019: £2,005.6 million).
Borrowings under the $2.5 billion Revolving Credit Facility are governed by 
certain financial covenants based on the results and financial position of the 
Group. Borrowings under the A$150 million Revolving Credit Facility and the 
A$270 million Revolving Credit Facility are governed by certain financial 
covenants based on the results and financial position of WPP AUNZ.
The $2.5 billion Revolving Credit Facility, due March 2025, includes terms 
which require the consent of the majority of the lenders if a proposed merger 
or consolidation of the Company would alter its legal personality or identity. 
In February 2021, the $2.5 billion Revolving Credit Facility was extended to 
March 2026.
COMMERCIAL PAPER PROGRAMMES
The Group operates commercial paper programmes using its Revolving Credit 
Facility as a backstop. The average US commercial paper outstanding in 2020 
was $2 million (2019: $41 million). The average Euro commercial paper 
outstanding in 2020 was £nil (2019: £255 million) inclusive of the effect of 
currency swaps. There was no US or Euro commercial paper outstanding at 
31 December 2020.
The following table is an analysis of future anticipated cash flows in relation to 
the Group’s debt, on an undiscounted basis which, therefore, differs from the 
fair value and carrying value:
2020 
£m
20191 
£m
Within one year
(182.2)
(324.8)
Between one and two years
(725.6)
(204.0)
Between two and three years
(795.7)
(692.1)
Between three and four years
(649.1)
(726.3)
Between four and five years
(528.2)
(634.2)
Over five years
(3,387.1)
(2,761.9)
Debt financing (including interest) under the Revolving 
Credit Facility and in relation to unsecured loan notes
(6,267.9)
(5,343.3)
Short-term overdrafts – within one year
(8,562.0)
(8,572.4)
Future anticipated cash flows
(14,829.9) (13,915.7)
Effect of discounting/financing rates
1,235.2
1,070.4
Debt financing
(13,594.7) (12,845.3)
Cash and short-term deposits
12,899.1
11,305.7
Net debt
(695.6)
(1,539.6)
Note
1	 Figures have been restated as described in the accounting policies.
Analysis of fixed and floating rate debt by currency including the effect of 
interest rate and cross-currency swaps:
2020
£m
Fixed 
rate1
Floating 
basis
Period 
(months)1
Currency
$
– fixed
1,585.1
4.06
n/a
70
£
– fixed
1,094.1
3.21
n/a
167
€
– fixed
2,104.6
2.20
n/a
79
– floating
223.9
n/a EURIBOR
15
Other
25.0
n/a
n/a
n/a
5,032.7
2019
£m
Fixed 
rate1
Floating 
basis
Period 
(months)1
Currency
$
– fixed
1,178.2
4.06
n/a
95
£
– fixed
844.1
2.73
n/a
188
€
– fixed
1,777.7
2.34
n/a
82
– floating
423.3
n/a EURIBOR
16
Other
49.6
n/a
n/a
n/a
4,272.9
Note
1	 Weighted average. These rates do not include the effect of gains on interest rate swap 
terminations that are written to income over the life of the original instrument. 
The following table is an analysis of future undiscounted anticipated cash flows 
in relation to the Group’s financial derivatives, which include interest rate swaps, 
forward contracts and other foreign exchange swaps assuming interest rates 
and foreign exchange rates as at 31 December:
Financial liabilities
Financial assets
2020
Payable 
£m
Receivable 
£m 
Payable 
£m
Receivable 
£m
Within one year
201.7
195.4
102.3
98.2
Between one and two years
11.6
6.2
17.8
13.6
Between two and three years
41.9
35.7
449.2
461.2
Between three and four years
11.6
6.3
–
–
Between four and five years
449.8
466.3
–
–
Over five years
–
–
–
–
716.6
709.9
569.3
573.0
WPP ANNUAL REPORT 2020
176

FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Financial liabilities
Financial assets
2019
Payable 
£m
Receivable 
£m 
Payable 
£m
Receivable 
£m
Within one year
113.6
107.8
44.0
45.0
Between one and two years
17.5
10.9
–
–
Between two and three years
11.8
6.2
–
–
Between three and four years
11.6
6.1
–
–
Between four and five years
11.6
6.1
–
–
Over five years
449.8
456.3
–
–
615.9
593.4
44.0
45.0
11. ANALYSIS OF CASH FLOWS
The following tables analyse the items included within the main cash flow 
headings on page 167.
Net cash from operating activities:
2020 
£m 
20191 
£m
20181 
£m
(Loss)/profit for the year
(2,903.5)
950.1
901.1
Taxation
131.5
353.8
323.9
Revaluation and retranslation of financial 
instruments
147.2
(154.4)
72.8
Finance costs 
312.3
376.4
289.3
Finance and investment income 
(82.8)
(102.6)
(104.8)
Share of results of associates
136.0
(21.2)
(43.5)
Goodwill impairment on classification as held for 
sale
–
94.5
–
Gain on sale of discontinued operations 
(10.0)
(73.8)
–
Attributable tax expense on sale of discontinued 
operations
1.9
157.4
–
Operating (loss)/profit of continuing 
and discontinued operations
(2,267.4) 1,580.2 1,438.8
Adjustments for
Non-cash share-based incentive plans (including 
share options)
74.4
71.4
84.8
Depreciation of property, plant and equipment
174.8
203.2
225.1
Depreciation of right-of-use assets
331.9
317.9
–
Impairment charges included within restructuring 
costs
196.7
–
–
Impairment of goodwill
2,822.9
47.7
176.5
Amortisation and impairment of acquired 
intangible assets
89.1
135.6
280.0
Amortisation of other intangible assets
35.2
29.6
38.7
Investment and other write-downs
296.2
7.5
2.0
Gains on disposal of investments and subsidiaries
(7.8)
(45.1)
(235.5)
Gains on remeasurement of equity interests 
arising from a change in scope of ownership
(0.6)
(0.4)
(2.0)
Gain on sale of freehold property in New York
–
(7.9)
–
Losses on sale of property, plant and equipment
0.3
3.2
0.6
Operating cash flow before movements  
in working capital and provisions
1,745.7 2,342.9 2,009.0
Decrease/(increase) in trade receivables and 
accrued income
585.2
159.0
(298.9)
Increase in trade payables and deferred income
195.0
394.7
500.9
Decrease/(increase) in other receivables
123.3
(263.8)
(52.9)
Decrease in other payables – short-term
(36.6)
(16.4)
(31.8)
(Decrease)/increase in other payables – long-term
(44.3)
53.7
0.4
Increase in provisions
15.6
23.1
48.0
Cash generated by operations
2,583.9 2,693.2
2,174.7
Corporation and overseas tax paid
(371.5)
(536.0)
(383.6)
Payment on early settlement of bonds
–
(63.4)
–
Interest and similar charges paid
(173.9)
(270.6)
(252.8)
Interest paid on lease liabilities
(98.5)
(105.1)
–
Interest received
73.6
80.8
90.4
Investment income
8.7
18.3
15.4
Dividends from associates
32.5
33.3
49.7
Net cash inflow from operating activities
2,054.8 1,850.5
1,693.8
Note
1	 Figures have been restated as described in the accounting policies.
Acquisitions and disposals:
2020 
£m
2019 
£m
2018 
£m
Initial cash consideration
(32.8)
(3.9)
(126.7)
Cash and cash equivalents acquired
−
–
11.3
Earnout payments
(115.2)
(130.2)
(120.2)
Purchase of other investments 
(including associates)
(30.4)
(27.2)
(48.1)
Acquisitions
(178.4)
(161.3)
(283.7)
Proceeds on disposal of investments 
and subsidiaries1
320.0
2,468.5
849.0
Cash and cash equivalents disposed
(47.7)
(327.5)
(15.1)
Disposals of investments and subsidiaries
272.3
2,141.0
833.9
Cash consideration for non-controlling 
interests
(80.6)
(62.7)
(109.9)
Net acquisition payments and 
disposal proceeds
13.3
1,917.0
440.3
Note
1	 Proceeds on disposal of investments and subsidiaries includes return of capital from investments 
in associates.
Share repurchases and buybacks:
2020 
£m
2019 
£m
2018 
£m
Purchase of own shares by ESOP Trusts
(5.1)
–
(102.8)
Shares purchased into treasury
(285.1)
(43.8)
(104.3)
Net cash outflow
(290.2)
(43.8)
(207.1)
Proceeds from issue of bonds:
2020 
£m
2019
£m
2018
£m
Proceeds from issue of €750 million bonds
665.5
–
–
Proceeds from issue of £250 million bonds
250.0
–
–
Proceeds from issue of €250 million bonds
−
–
218.8
Proceeds from issue of €500 million bonds
−
–
438.0
Net cash inflow
915.5
–
656.8
Repayment of borrowings:
2020 
£m
2019
£m
2018
£m
Decrease in drawings on bank loans
(59.6)
(70.6)
(819.3)
Repayment of €250 million bonds
(223.1)
–
–
Repayment of €600 million bonds
−
(512.7)
–
Repayment of $812 million bonds
−
(618.8)
–
Partial repayment of $272 million bonds
−
(135.4)
(20.8)
Partial repayment of $450 million bonds
−
(176.2)
(37.3)
Repayment of £200 million bonds
−
(199.5)
–
Repayment of €252 million bonds
−
–
(220.0)
Net cash outflow
(282.7)
(1,713.2)
(1,097.4)
Cash and cash equivalents:
2020 
£m
20191 
£m
20181 
£m
Cash at bank and in hand
10,075.0
10,442.1
10,433.4
Short-term bank deposits
2,824.1
863.6
632.4
Overdrafts2
(8,562.0)
(8,572.4)
(8,864.6)
4,337.1
2,733.3
2,201.2
Notes
1	 Figures have been restated as described in the accounting policies.
2	 Bank overdrafts are included in cash and cash equivalents because they form an integral part 
of the Group’s cash management.
The Group considers that the carrying amount of cash and cash equivalents 
approximates their fair value.
177
WPP ANNUAL REPORT 2020


FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
12. ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
In July 2019, the Group announced the proposed sale of its Kantar business to 
Bain Capital. On 5 December 2019 the first stage of the transaction completed, 
consisting of approximately 90% of the Kantar group, with consideration of 
£2,140.2 million after tax and disposal costs. The sale involved the Group 
disposing of the Kantar business and holding 40% equity stakes post-transaction 
which are treated as associates. This generated a pre-tax gain of £73.8 million, 
tax charge of £157.4 million and goodwill impairment of £94.5 million for the 
Group. In 2020, the remaining stages of the transaction completed with total 
consideration of £236.1 million after tax and disposal costs. This generated a 
pre-tax gain of £10.0 million and a tax charge of £1.9 million.
Under IFRS 5 Non-current Assets Held for Sale and Discontinued Operations 
where certain conditions are met, an asset or disposal group that has been 
put up for sale should be recognised as "held for sale". The criterion was met 
on 9 July 2019, following Board approval of the disposal of Kantar to Bain 
Capital, representing the date at which the appropriate level of management 
was committed to a plan to sell the disposal group. The Kantar disposal 
group therefore became held for sale on this date. 
The Kantar group is classified as a discontinued operation in 2019 and 2020 
under IFRS 5, as it forms a separate major line of business and there was a 
single co-ordinated plan to dispose of it. 
Results of the discontinued operations, which have been included in profit for 
the year, were as follows:
2020 
£m
2019 
£m
2018 
£m
Revenue
107.4
2,387.5
2,555.7
Costs of services
(92.3)
(1,951.5)
(2,104.4)
Gross profit
15.1
436.0
451.3
General and administrative costs
(4.4)
(151.7)
(257.8)
Operating profit
10.7
284.3
193.5
Share of results of associates
–
6.5
13.0
Profit before interest and taxation
10.7
290.8
206.5
Finance and investment income
0.1
3.6
5.4
Finance costs
(0.3)
(17.3)
(9.7)
Revaluation and retranslation of financial 
instruments
–
(9.4)
3.5
Profit before taxation
10.5
267.7
205.7
Attributable tax expense
(2.2)
(78.8)
(67.9)
Profit after taxation
8.3
188.9
137.8
Goodwill impairment on classification 
as held for sale1
–
(94.5)
–
Gain on sale of discontinued operations
10.0
73.8
–
Attributable tax expense on sale 
of discontinued operations
(1.9)
(157.4)
–
Net gain attributable to discontinued operations
16.4
10.8
137.8
Attributable to
Equity holders of the parent
6.5
(3.8)
126.4
Non-controlling interests²
9.9
14.6
11.4
16.4
10.8
137.8
Notes
1	 In 2019, goodwill impairment of £94.5 million arose from the assessment of fair value less costs 
to sell under IFRS 5.
2	 In 2020, non-controlling interests includes £9.3 million recognised on the disposal of Kantar 
within WPP Scangroup, a 56% owned subsidiary of the Group.
For the year ended 31 December 2020, the Kantar group contributed 
£30.8 million (2019: £322.9 million, 2018: £292.5 million) to the Group’s net 
operating cash flows, paid £0.9 million (2019: £53.2 million, 2018: £59.5 million) 
in respect of investing activities and paid £0.7 million (2019: £27.2 million, 
2018: £7.9 million) in respect of financing activities.
The gain on sale of discontinued operations disposed by 31 December 2020 is 
calculated as follows:
2020
£m
2019
£m
Intangible assets (including goodwill)
162.5
2,410.0
Property, plant and equipment 
15.1
115.7
Right-of-use assets
27.2
103.5
Interests in associates and joint ventures
4.6
92.3
Other investments
–
11.5
Deferred tax assets
6.1
44.1
Corporate income tax recoverable
16.9
49.8
Trade and other receivables
170.3
748.8
Cash and cash equivalents
32.2
324.9
Trade and other payables
(141.6)
(839.8)
Corporate income tax payable
(5.6)
(48.2)
Lease liabilities
(23.2)
(106.3)
Deferred tax liabilities
(1.3)
(98.6)
Provisions for post-employment benefits
(7.9)
(26.7)
Provisions for liabilities and charges
(0.6)
(22.4)
Net assets
254.7
2,758.6
Non-controlling interests
(6.1)
(19.1)
Net assets excluding non-controlling interests
248.6
2,739.5
Consideration received in cash and cash equivalents
240.9
2,352.1
Re-investment in equity stake1
–
231.7
Transaction costs
(4.5)
(56.1)
Deferred consideration2
1.6
1.6
Total consideration received
238.0
2,529.3
Loss on sale before exchange adjustments
(10.6)
(210.2)
Exchange adjustments recycled to the income statement
20.6
284.0
Gain on sale of discontinued operation
10.0
73.8
Notes
1	 Re-investment in equity stake represents the value of the Group’s 40% stake in the new Kantar 
group as part of the disposal.
2	 Deferred consideration in 2019 is made up of £79.6 million expected to be received in future 
periods on the satisfaction of certain conditions and the deferral of £78.0 million consideration 
against services the Group will supply to Kantar on favourable terms in the future. The conditions 
expected to be met in the future include the settlement of ongoing legal cases, realisation of the 
value of certain investments and the utilisation of certain tax losses and allowances. There was 
uncertainty at the date of disposal in regard to the ultimate resolution of these items and 
estimates of amounts due to be received were required to be made; there were no individually 
material estimates. Future services provided by the Group to Kantar arose through the 
negotiation of Transition Service Arrangements, as is customary for a disposal of this magnitude. 
The Group will support Kantar for a period of up to four years, primarily in the area of IT, on terms 
which are favourable to the disposal group. As such, an element of consideration has been 
deferred and will be recognised as the services are provided.
WPP ANNUAL REPORT 2020
178

FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
13. LEASES 
The movements in 2020 and 2019 were as follows:
Right-of-use assets
Land and
 buildings1
£m
Plant and
 machinery
£m
Total
£m
1 January 2019
1,862.5 
32.6 
1,895.1
Additions
348.1 
16.5 
364.6
Transfers to net investment in subleases2
(37.6) 
– 
(37.6)
Disposals 
(31.0) 
(0.6) 
(31.6)
Depreciation of right-of-use assets
(301.5) 
(16.4) 
(317.9)
Transfer to disposal group classified 
as held for sale
(134.4) 
(3.7) 
(138.1)
31 December 2019
1,706.1 
28.4 
1,734.5
Additions
233.0
35.0
268.0
Disposals
(40.5)
(1.9)
(42.4)
Depreciation of right-of-use assets
(312.1)
(19.8)
(331.9)
Impairment charges included in restructuring 
costs
(117.0)
–
(117.0)
Other write-downs
(8.1)
–
(8.1)
Exchange adjustments
0.4
1.0
1.4
31 December 2020
1,461.8
42.7
1,504.5
Notes
1	 For the year ended 31 December 2020 and 2019, the Company has £67.9 million and £27.4 million 
of right-of-use assets that are classified as investment property, respectively.
2	 The sublease of certain office space is classified as a finance lease and relates primarily to Kantar 
business units that were sold. The Company de-recognised the right-of-use asset (to the extent 
that it is subject to the sublease) and recognised the net investment in subleases, which is 
included within trade and other receivables. No other disclosures are deemed necessary as it is 
not material.
Lease liabilities
Land and
 buildings
£m
Plant and
 machinery
£m
Total
£m
1 January 2019
2,294.4 
31.8 
2,326.2
Additions
325.9 
12.3 
338.2
Interest expense related to lease liabilities (net)
101.5 
1.2 
102.7
Disposals 
(27.5) 
(0.2) 
(27.7)
Repayment of lease liabilities (including interest)
(326.2) 
(14.9) 
(341.1)
Transfer to disposal group classified 
as held for sale
(144.7)
(3.9)
(148.6)
31 December 2019
2,223.4 
26.3 
2,249.7
Additions
226.9
37.1
264.0
Interest expense related to lease liabilities (net)
96.8
1.7
98.5
Disposals
(49.4)
(1.7)
(51.1)
Repayment of lease liabilities (including interest)
(379.1)
(19.5)
(398.6)
Exchange adjustments
(6.8)
0.6
(6.2)
31 December 2020
2,111.8
44.5
2,156.3
The following table shows the breakdown of the lease expense between 
amounts charged to operating profit and amounts charged to finance costs:
Continuing operations
2020
£m
2019
£m
Depreciation of right-of-use assets:
	
Land and buildings
(312.1)
(286.5)
	
Plant and machinery
(19.8)
(15.1)
Impairment charges
(125.1)
–
Short-term lease expense
(36.7)
(83.8)
Low-value lease expense
(2.3)
(2.9)
Variable lease expense
(65.4)
(74.2)
Sublease income
25.3
17.5
Charge to operating profit
(536.1)
(445.0)
Interest expense related to lease liabilities
(101.0)
(99.7)
Charge to profit before taxation for leases
(637.1)
(544.7)
Variable lease payments primarily include real estate taxes and insurance costs.
The maturity of lease liabilities at 31 December 2020 were as follows: 
2020
£m
2019
£m
Within one year
412.3
385.9
Between one and two years
357.7
384.0
Between two and three years
309.0
335.4
Between three and four years
255.3
283.0
Between four and five years
209.9
220.5
Over five years
1,238.9
1,393.7
2,783.1
3,002.5
Effect of discounting
(626.8)
(752.8)
Lease liability at end of year
2,156.3
2,249.7
	
Short-term lease liability
323.8
302.2
	
Long-term lease liability
1,832.5
1,947.5
The total committed future cash flows for leases not yet commenced at 
31 December 2020 is £674.3 million.
The Group does not face a significant liquidity risk with regard to its lease 
liabilities. Refer to note 25 for management of liquidity risk.
14. INTANGIBLE ASSETS
GOODWILL
The movements in 2020 and 2019 were as follows:
£m1
Cost
1 January 2019
14,051.9
Additions2
8.5
Revision of earnout estimates
(14.1)
Disposals
(18.6)
Transfer to disposal group classified as held for sale
(2,729.1)
Exchange adjustments 
(410.0)
31 December 2019
10,888.6
Additions2
40.1
Revision of earnout estimates
(2.8)
Disposals
(24.6)
Exchange adjustments 
(94.0)
31 December 2020
10,807.3
Accumulated impairment losses and write-downs
1 January 2019
919.3
Impairment on classification as held for sale3
70.9
Impairment losses for the year
47.7
Transfer to disposal group classified as held for sale
(230.6)
Exchange adjustments
(29.3)
31 December 2019
778.0
Impairment losses for the year
2,822.9
Exchange adjustments
(182.4)
31 December 2020
3,418.5
Net book value
31 December 2020
7,388.8
31 December 2019
10,110.6
1 January 2019
13,132.6
Notes
1	 Figures have been restated as described in the accounting policies.
2	 Additions represent goodwill arising on the acquisition of subsidiary undertakings including the 
effect of any revisions to fair value adjustments that had been determined provisionally at the 
immediately preceding balance sheet date, as permitted by IFRS 3 Business Combinations. 
The effect of such revisions was not material in either year presented. 
3	 Goodwill impairment of £70.9 million arose from the assessment of fair value less costs to sell 
of the Kantar group on classification as held for sale under IFRS 5.
179
WPP ANNUAL REPORT 2020


FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
14. INTANGIBLE ASSETS CONTINUED
OTHER INTANGIBLE ASSETS
The movements in 2020 and 2019 were as follows:
Brands 
with an 
indefinite 
useful life 
£m
Acquired
intangibles 
£m
Other 
£m
Total 
£m
Cost
1 January 2019
1,132.8
2,610.0
437.3
4,180.1
Additions
–
–
43.2
43.2
Disposals
–
(3.4)
(41.0)
(44.4)
New acquisitions
–
3.5
–
3.5
Other movements1
–
–
(1.4)
(1.4)
Exchange adjustments
(41.4)
(28.2)
(9.9)
(79.5)
Transfer to disposal group classified 
as held for sale
–
(979.0)
(115.9)
(1,094.9)
31 December 2019
1,091.4
1,602.9
312.3
3,006.6
Additions
–
–
54.3
54.3
Disposals
–
(21.5)
(74.8)
(96.3)
New acquisitions
–
4.8
0.2
5.0
Other movements1
–
5.7
13.1
18.8
Exchange adjustments
(19.5)
(22.2)
(4.8)
(46.5)
31 December 2020
1,071.9
1,569.7
300.3
2,941.9
Amortisation and impairment
1 January 2019
–
2,015.2
322.9
2,338.1
Charge for the year
13.2
116.8
29.6
159.6
Disposals
–
(1.6)
(37.7)
(39.3)
Other movements
–
–
2.6
2.6
Exchange adjustments
–
(15.2)
(9.1)
(24.3)
Transfer to disposal group classified 
as held for sale
–
(835.9)
(63.0)
(898.9)
31 December 2019
13.2
1,279.3
245.3
1,537.8
Charge for the year
–
88.5
35.2
123.7
Disposals
–
(17.4)
(72.0)
(89.4)
Other movements
–
5.7
5.4
11.1
Exchange adjustments
(0.4)
(26.9)
(3.3)
(30.6)
31 December 2020
12.8
1,329.2
210.6
1,552.6
Net book value
31 December 2020
1,059.1
240.5
89.7
1,389.3
31 December 2019
1,078.2
323.6
67.0
1,468.8
1 January 2019
1,132.8
594.8
114.4
1,842.0
Note
1	 Other movements in acquired intangibles include revisions to fair value adjustments arising on 
the acquisition of subsidiary undertakings that had been determined provisionally at the 
immediately preceding balance sheet date, as permitted by IFRS 3 Business Combinations. 
Cash-generating units (CGUs) with significant goodwill and brands with an 
indefinite useful life as at 31 December are: 
Goodwill
Brands with an 
indefinite useful life
2020 
£m
20191 
£m
2020 
£m
2019
£m
GroupM
2,953.7
2,921.7
–
–
Wunderman Thompson
949.4
2,121.9
403.9
409.7
VMLY&R
411.9
901.0
193.4
199.1
Ogilvy
782.0
758.6
206.5
211.1
Burson Cohn & Wolfe
591.1
739.3
128.8
130.2
Other
1,700.7
2,668.1
126.5
128.1
7,388.8
10,110.6
1,059.1
1,078.2
Note
1	 Figures have been restated, as described in the accounting policies. 
Other goodwill represents goodwill on a large number of CGUs, none of which 
is individually significant in comparison to the total carrying value of goodwill. 
Separately identifiable brands with an indefinite life are carried at historical 
cost in accordance with the Group’s accounting policy for intangible assets. 
The carrying values of the other brands with an indefinite useful life are not 
individually significant in comparison with the total carrying value of brands 
with an indefinite useful life. 
Acquired intangible assets at net book value at 31 December 2020 include 
brand names of £172.8 million (2019: £218.6 million), customer-related 
intangibles of £67.1 million (2019: £100.6 million), and other assets (including 
proprietary tools) of £0.6 million (2019: £4.4 million). 
The total amortisation and impairment of acquired intangible assets of 
£89.1 million (2019: £121.5 million) includes an impairment charge of £21.6 million 
(2019: £26.5 million) comprising £13.5 million in regard to certain brand names 
that are no longer in use, and £8.1 million in regard to customer relationships 
where the underlying clients have been lost. £16.4 million of the impairment 
charge relates to the Global Integrated Agencies segment, and £5.2 million 
relates to the Specialist Agencies segment. In addition, the total amortisation 
and impairment of acquired intangible assets includes £0.6 million (2019: 
£5.6 million) in relation to associates. 
In accordance with the Group’s accounting policy, the carrying values of 
goodwill and intangible assets with indefinite useful lives are reviewed for 
impairment annually or more frequently if events or changes in circumstances 
indicate that the asset might be impaired. The impairment review is 
undertaken annually on 30 September. Given the Covid-19 pandemic, 
impairment indicators such as a decline in revenue less pass-through costs 
forecasts, and downturns in the global economy and the advertising industry 
were identified in the first half of 2020. As such, the Group performed an 
impairment test over goodwill and intangible assets with indefinite useful lives 
as at 30 June 2020. Given the continued impact of Covid-19, an additional 
impairment test was performed as of 31 December 2020. 
Under IFRS, an impairment charge is required for both goodwill and other 
indefinite-lived assets when the carrying amount exceeds the "recoverable 
amount", defined as the higher of fair value less costs to sell and value in use. 
The review assessed whether the carrying value of goodwill and intangible 
assets with indefinite useful lives was supported by the value in use 
determined as the net present value of future cash flows. 
WPP ANNUAL REPORT 2020
180

FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
14. INTANGIBLE ASSETS CONTINUED
Due to the significant number of CGUs, the impairment test was performed in 
two steps. In the first step, the recoverable amount was calculated for each 
CGU using the latest available forecasts for 2020 and/or 2021, nil growth rate 
thereafter (2019: 3.0%) and a conservative pre-tax discount rate of 13.5% (2019: 
8.5%). The pre-tax discount rate of 13.5% was above the rate calculated for the 
global networks of 12.5%. For smaller CGUs that operate primarily in a particular 
region subject to higher risk, the higher of 13.5% or 100 basis points above the 
regional discount rate was used in the first step.
The recoverable amount was then compared to the carrying amount, which 
includes goodwill, intangible assets, and other assets. CGUs where the 
recoverable amount exceeded the carrying amount were not considered to 
be impaired. Those CGUs where the recoverable amount did not exceed the 
carrying amount were then further reviewed in the second step.
In the second step, these CGUs were retested for impairment using more 
refined assumptions. This included using a CGU specific pre-tax discount rate 
and management forecasts for a projection period of up to five-years, followed 
by an assumed long-term growth rate of 2.0% (2019: 3.0%). If the recoverable 
amount using the more specific assumptions did not exceed the carrying value 
of a CGU, an impairment charge was recorded.
In developing the cash flows, we considered the impact of the Covid-19 
pandemic to our businesses and adjusted projected revenue less pass-through 
costs and operating margins in 2020 and/or 2021 accordingly. For the 
remaining years in the projection period, we assessed when the cash flows 
would recover to 2019 levels as representative of pre-Covid-19 revenue less 
pass-through costs and operating margins. For many of our CGUs, recovery to 
2019 levels by 2023 was estimated with some CGUs using alternative recovery 
profiles as considered appropriate.
The long-term growth rate is derived from management’s best estimate of 
the likely long-term trading performance with reference to external industry 
reports and other relevant market trends. As at 31 December 2020, we have 
assessed long-term industry trends based on recent historical data including 
the long-term impact of Covid-19 and assumed a long-term growth rate of 2.0% 
(2019: 3.0%). Management have made the judgement that the long-term growth 
rate does not exceed the long-term average growth rate for the industry. 
The discount rate uses the capital asset pricing model (CAPM) to derive 
the cost of equity along with an estimated cost of debt that is weighted by 
an appropriate capital structure to derive an indication of a weighted 
average cost of capital. The cost of equity is calculated based on long-term 
government bond yield, an estimate of the required premium for investment 
in equity relative to government securities and further considers the volatility 
associated with peer public companies relative to the market. The cost of debt 
reflects an estimated market yield for long-term debt financing after taking 
into account the credit profile of public peer companies in the industry. The 
capital structure used to weight the cost of equity and cost of debt has been 
derived from the observed capital structure of public peer companies. 
Given market factors in the period, there has been an increase in the estimated 
cost of equity from previous years. This has been driven by increased levels of 
market uncertainty and volatility which is reflected in the market valuations for 
global advertising agencies. This has led to upward adjustments to the estimates 
for the equity risk premium as well as the applicable beta (ie, volatility of public 
peer companies relative to the market). Additionally, given the magnitude of 
the declines in our market capitalisation, the cost of equity reflects an increase 
in the size premium applicable to the Group, and a company specific risk 
premium to reflect implied market discount rates. This increase in the cost of 
equity, combined with an increase in the cost of debt as a result of increased 
corporate bond yields, resulted in the discount rates applied to our CGUs 
increasing relative to the prior year.
The pre-tax discount rate applied to the cash flow projections for the CGUs 
that operate globally was 12.5% (2019: 6.3% to 7.4%). We developed a global 
discount rate that takes into account the diverse nature of the operations, as 
these CGUs operate with a diverse range of clients in a range of industries 
throughout the world, hence are subject to similar levels of market risks. The 
pre-tax discount rates applied to the CGUs that have more regional specific 
operations ranged from 10.8% to 18.6% for the 30 June 2020 test, 11.3% to 
14.4% for the 30 September 2020 test, and 11.2% to 13.6% for the 31 December 
2020 test (2019: 4.1% to 13.6%).
Our approach in determining the recoverable amount utilises a discounted cash 
flow methodology, which necessarily involves making numerous estimates and 
assumptions regarding revenue less pass-through costs growth, operating 
margins, appropriate discount rates and working capital requirements. The key 
assumptions used for estimating cash flow projections in the Group’s impairment 
testing are those relating to revenue less pass-through costs growth and 
operating margins. The key assumptions take account of the business’ 
expectations for the projection period. These expectations consider the 
macroeconomic environment, industry and market conditions, the CGU’s 
historical performance and any other circumstances particular to the unit, 
such as business strategy and client mix. 
These estimates will likely differ from future actual results of operations 
and cash flows, and it is possible that these differences could be material. 
In addition, judgements are applied in determining the level of CGU identified 
for impairment testing and the criteria used to determine which assets should 
be aggregated. A difference in testing levels could affect whether an 
impairment is recorded and the extent of impairment loss. 
As part of the overall effort to simplify operations and become more 
client-centric, certain operations have been realigned between the various 
networks. These realignments have been reflected in the CGUs being tested. 
The most significant of these for the 30 June 2020 test included the treatment 
of Landor and Fitch as a single CGU given the collaboration of the two brands 
from both a management and client perspective; the shift of certain European 
operations into VMLY&R; and the transfer of certain Asian operations from 
VMLY&R to Ogilvy in order to improve the operational synergies and offer in 
the respective regions.
Subsequent realignments to improve the operational synergies and regional 
offers were reflected in the September and December tests including the shift 
of certain Latin American and European operations between Wunderman 
Thompson, VMLY&R and GroupM; and the transfer of certain Asian operations 
to VMLY&R that previously operated independently from a network. 
The transfers of carrying value between CGUs were determined on a relative 
value basis. The impact of these realignments has not had a significant impact 
on the impairment figures recognised. 
The goodwill impairment charge of £2,822.9 million largely reflects the 
adverse impacts of Covid-19 on a number of businesses in the Group. The 
impact of these global economic conditions and trading circumstances was 
sufficiently severe to indicate impairment to the carrying value of goodwill. 
By operating sector, £1,820.1 million of the impairment charge relates to 
Global Integrated Agencies, £161.5 million relates to Public Relations and 
£841.3 million relates to Specialist Agencies.
The CGUs with significant impairments of goodwill as at 31 December 2020 
are set out in the below table with the latest recoverable amount determined 
as of the December test. 
Operating Sector
Recoverable
 amount
£m
Goodwill
 impairment
 charge
£m
Wunderman Thompson Global Integrated Agencies
1,956.8
1,207.5
VMLY&R
Global Integrated Agencies
1,075.7
516.9
Burson Cohn & Wolfe
Public Relations
790.2
144.8
Geometry Global
Specialist Agencies
164.4
305.8
Landor & Fitch
Specialist Agencies
177.6
185.4
Other
1,409.5
462.5
5,574.2
2,822.9
181
WPP ANNUAL REPORT 2020


FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
14. INTANGIBLE ASSETS CONTINUED
The goodwill impairment charge recognised for the year ended 31 December 
2020 includes £2,812.9 million related to the six-month period ended 30 June 
2020. This figure is £328.2 million higher than the £2,484.7 million previously 
reported in the 30 June 2020 interim financial statements as a result of an 
adjustment to appropriately reflect the working capital cash flow assumptions 
in the impairment model. This has been fully reflected in the consolidated 
financial statements for the year ended 31 December 2020, and the amount 
will be reflected in the comparatives included in the 30 June 2021 financial 
statements. Refer to page 223 for additional information.
As of the December test, the recoverable amounts of all CGUs were 
determined to be above their carrying values. Burson Cohn & Wolfe's 
recoverable amount exceeded its carrying value by £14.4 million and is the 
only significant CGU that is sensitive to changes in the key assumptions used 
in determining the cash flows as of the December test. The average operating 
margins used in the five-year projection period for CGUs with significant 
goodwill and brands with an indefinite useful life ranged from 12.5% to 21.3%. 
The average operating margin of Burson Cohn & Wolfe would have to 
decrease by 0.3% to cause its carrying value to be above its recoverable 
amount. The long-term cash flow growth rate would also have to decrease 
by 0.3% to cause the carrying value of Burson Cohn & Wolfe to be above its 
recoverable amount. Burson Cohn & Wolfe is not sensitive to a reasonably 
possible change in the revenue less pass-through costs growth used in the 
five-year projection period.
As of the December test, a reasonably possible change in the key assumptions 
noted above would not result in a material amount of further impairments for 
Burson Cohn & Wolfe or any other CGU individually or in aggregate.
A change in the discount rate applied to the cash flows in the December 
impairment test up or down by 1.5% is considered reasonably possible. An 
increase of the discount rate by 1.5% would have resulted in £84.3 million 
additional impairment, £70.9 million of which would be attributable to Burson 
Cohn & Wolfe. As of the December test, Landor & Fitch's recoverable amount 
exceeded its carrying value by £19.4 million. Increasing the discount rate by 
1.5% would result in additional impairment of £2.6 million for Landor & Fitch 
with the remaining impairment attributable to other CGUs not individually 
significant. The discount rates would have to increase by 0.2% and 1.3% 
respectively to cause the carrying values of Burson Cohn & Wolfe and 
Landor & Fitch to be above their recoverable amounts. 
15. PROPERTY, PLANT AND EQUIPMENT
The movements in 2020 and 2019 were as follows:
Land 
£m
Freehold
buildings 
£m
Leasehold
buildings 
£m
Fixtures, 
fittings and 
equipment 
£m
Computer 
equipment 
£m
Total 
£m
Cost
1 January 2019
37.1
135.5
1,202.4
375.3
690.4 2,440.7
Additions
–
33.7
158.5
35.0
67.7
294.9
New acquisitions
–
–
–
0.1
–
0.1
Disposals
–
(109.0)
(167.3)
(68.3)
(76.3)
(420.9)
Transfer to disposal 
group classified as 
held for sale
(2.8)
(17.1)
(98.1)
(115.2)
(231.5)
(464.7)
Exchange 
adjustments
–
(16.9)
(46.7)
(14.5)
(26.4)
(104.5)
31 December 2019
34.3
26.2
1,048.8
212.4
423.9
1,745.6
Additions
–
8.9
135.7
25.0
48.7
218.3
New acquisitions
–
–
0.2
–
0.2
0.4
Disposals
–
(0.2)
(99.1)
(41.1)
(83.7)
(224.1)
Exchange 
adjustments
–
4.7
(33.1)
(7.0)
(7.4)
(42.8)
31 December 2020
34.3
39.6
1,052.5
189.3
381.7
1,697.4
Depreciation
1 January 2019
–
27.1
567.3
229.7
533.6
1,357.7
Charge for the year
–
1.5
79.9
36.3
67.8
185.5
Disposals
–
(7.2)
(129.9)
(59.9)
(74.5)
(271.5)
Transfer to disposal 
group classified as 
held for sale
–
(15.6)
(56.1)
(81.7)
(192.6)
(346.0)
Exchange 
adjustments
–
(1.6)
(17.9)
(13.2)
(23.4)
(56.1)
31 December 2019
–
4.2
443.3
111.2
310.9
869.6
Charge for the year
–
1.2
76.6
33.2
63.8
174.8
Impairment charges 
included in 
restructuring costs
–
–
72.1
6.3
1.3
79.7
Other write-downs
–
–
2.6
–
–
2.6
Disposals
–
–
(79.0)
(38.3)
(82.5)
(199.8)
Exchange 
adjustments
–
(3.1)
(5.2)
(5.5)
(6.6)
(20.4)
31 December 2020
–
2.3
510.4
106.9
286.9
906.5
Net book value
31 December 2020
34.3
37.3
542.1
82.4
94.8
790.9
31 December 2019
34.3
22.0
605.5
101.2
113.0
876.0
1 January 2019
37.1
108.4
635.1
145.6
156.8 1,083.0
At 31 December 2020, capital commitments contracted, but not provided 
for in respect of property, plant and equipment, were £132.5 million 
(2019: £165.0 million). The decrease is due to a number of property 
development projects near completion, or completed, during 2020 in 
North America, UK and Latin America.
WPP ANNUAL REPORT 2020
182

FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
16. INTERESTS IN ASSOCIATES, JOINT VENTURES AND  
OTHER INVESTMENTS
The movements in 2020 and 2019 were as follows:
Interests in
 associates
 and joint
 ventures
£m
Other 
investments 
£m
1 January 2019
796.8
666.7
Additions
236.6
18.3
Share of results of associate undertakings
21.2
–
Dividends 
(33.3)
–
Other movements
1.2
–
Exchange adjustments
(35.5)
–
Disposals
(51.5)
(42.3)
Reclassification to subsidiaries
(0.3)
–
Revaluation of other investments through profit or loss
–
9.1
Revaluation of other investments through other 
comprehensive income
–
(141.4)
Amortisation of other intangible assets
(5.6)
–
Transfer to disposal group classified as held for sale
(109.1)
(12.1)
Write-downs
(7.5)
–
31 December 2019
813.0
498.3
Additions
15.2
15.9
Share of results of associate undertakings
(136.0)
–
Dividends 
(32.5)
–
Other movements
(5.2)
–
Exchange adjustments
(39.7)
–
Disposals
(7.3)
(7.0)
Reclassification from subsidiaries
4.5
–
Reclassification from other investments to associates
0.2
(0.2)
Revaluation of other investments through profit or loss
–
8.0
Revaluation of other investments through other 
comprehensive income
–
(127.7)
Amortisation of other intangible assets
(0.6)
–
Write-downs
(280.9)
–
31 December 2020
330.7
387.3
The investments included above as "other investments" represent investments 
in equity securities that present the Group with opportunity for return through 
dividend income and trading gains. They have no fixed maturity or coupon 
rate. The fair values of the listed securities are based on quoted market prices. 
For unlisted securities, where market value is not available, the Group has 
estimated relevant fair values on the basis of information from outside sources. 
The carrying values of the Group’s associates and joint ventures are reviewed 
for impairment in accordance with the Group’s accounting policies.
The Group’s principal associates and joint ventures at 31 December 2020 
included:
Country of 
incorporation
% owned
Advantage Smollan Ltd
UK
18.7
Barrows Design and Manufacturing (Pty) Limited
South Africa
35.0
Dat Viet VAC Media Corporation
Vietnam
30.0
GIIR Inc.
Korea
30.0
Haworth Marketing & Media Company
USA
49.0
High Co SA
France
34.1
Nanjing Yindu Ogilvy Advertising Co. Ltd
China
49.0
PRAP Japan, Inc
Japan
23.4
Smollan Holdings (Pty) Ltd
South Africa
24.8
Summer (BC) US JVCo SCSp1
Luxembourg
40.0
Note
1	 Representing the Group's interest in Kantar in the United States.
The market value of the Group’s shares in its principal listed associate 
undertakings at 31 December 2020 was as follows: GIIR Inc: £19.0 million, 
and High Co SA: £32.8 million (2019: GIIR Inc: £21.2 million and High Co SA: 
£39.4 million). The carrying value (including goodwill and other intangibles)  
of these equity interests in the Group’s consolidated balance sheet at  
31 December 2020 was as follows: GIIR Inc: £41.2 million and High Co SA:  
£38.9 million (2019: GIIR Inc: £37.7 million and High Co SA: £35.4 million). 
Where the market value of the Group’s listed associates is less than the 
carrying value, an impairment review is performed utilising the discounted 
cash flow methodology discussed in note 14, which represents the value 
in use.
The Group’s investments in its principal associate undertakings are 
represented by ordinary shares.
AGGREGATE INFORMATION OF ASSOCIATES THAT ARE NOT 
INDIVIDUALLY MATERIAL
The following table presents a summary of the aggregate financial 
performance of the Group’s associate undertakings and joint ventures.
Continuing operations
2020 
£m
2019 
£m
2018 
£m
Share of results of associate 
undertakings (note 4)
(136.0)
14.7
30.5
Share of other comprehensive loss of 
associate undertakings
(61.5)
–
–
Share of total comprehensive (loss)/
income of associate undertakings
(197.5)
14.7
30.5
The application of equity accounting is ordinarily discontinued when the 
investment is reduced to zero and additional losses are not provided for 
unless the Group has guaranteed obligations of the investee or is otherwise 
committed to provide further financial support for the investee. 
In the year ended 31 December 2020, share of losses of £62.9 million were not 
recognised in relation to Imagina, an associate in Spain, as the investment was 
reduced to zero. The cumulative share of unrecognised losses relating to 
Imagina is £62.9 million.
At 31 December 2020, capital commitments contracted, but not provided for, 
in respect of interests in associates and other investments were £7.5 million 
(2019: £21.8 million).
183
WPP ANNUAL REPORT 2020


FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
17. DEFERRED TAX
The Group's deferred tax assets and liabilities are measured at the end of each 
period in accordance with IAS 12 Income Taxes. The recognition of deferred 
tax assets is determined by reference to the Group's estimate of recoverability, 
using models where appropriate to forecast future taxable profits. 
Deferred tax assets have only been recognised for territories where the Group 
considers that it is probable that all or a portion of the deferred tax assets will 
be realised. The main factors that we consider include:
	– the future earnings potential determined through the use of internal forecasts;
	– the cumulative losses in recent years;
	– the various jurisdictions in which the potential deferred tax assets arise;
	– the history of losses carried forward and other tax assets expiring;
	– the timing of future reversal of taxable temporary differences;
	– the expiry period associated with the deferred tax assets; and
	– the nature of the income that can be used to realise the deferred tax asset.
If it is probable that some portion of these assets will not be realised, no asset 
is recognised in relation to that portion.
If market conditions improve and future results of operations exceed our 
current expectations, our existing recognised deferred tax assets may be 
adjusted, resulting in future tax benefits. Alternatively, if market conditions 
deteriorate further or future results of operations are less than expected, 
future assessments may result in a determination that some or all of the 
deferred tax assets are not realisable. As a result, all or a portion of the 
deferred tax assets may need to be reversed.
Certain deferred tax assets and liabilities have been offset as they relate to the same tax group. The following is the analysis of the deferred tax balances for 
financial reporting purposes:
Gross 
2020
£m
Offset 
2020 
£m
As 
reported 
2020
£m
Gross 
2019
£m
Offset 
2019 
£m
As 
reported 
2019
£m
Deferred tax assets 
477.5
(264.6)
212.9
430.9
(243.0)
187.9
Deferred tax liabilities
(568.7)
264.6
(304.1)
(622.8)
243.0
(379.8)
 
(91.2)
–
(91.2)
(191.9)
–
(191.9)
The following are the major gross deferred tax assets recognised by the Group and movements thereon in 2020 and 2019:
Deferred
compensation 
£m
Accounting
 provisions
and accruals 
£m
Retirement 
benefit 
obligations 
£m
Property, 
plant and 
equipment 
£m
Tax losses
and credits 
£m
Share-based
payments 
£m
Restructuring
 provisions 
£m
Other 
temporary
 differences 
£m
Total 
£m
1 January 2019
61.6
101.4
68.5
47.9
67.1
16.8
17.3
31.4
412.0
(Charge)/credit to income
(1.7)
10.2
6.7
19.4
24.2
2.9
12.5
(16.6)
57.6
Charge to other comprehensive income
–
–
(3.2)
–
–
–
–
–
(3.2)
Credit to equity
–
–
–
27.8
–
3.1
–
–
30.9
Transfer to disposal group 
classified as held for sale
(4.2)
(19.2)
(12.3)
(13.6)
(3.0)
(0.7)
(3.4)
0.1
(56.3)
Exchange differences and other 
movements
(2.2)
(5.0)
(2.2)
3.2
(2.0)
(0.6)
(0.6)
(0.7)
(10.1)
31 December 2019
53.5
87.4
57.5
84.7
86.3
21.5
25.8
14.2
430.9
(Charge)/credit to income
(1.5)
30.3
(3.5)
(3.4)
5.9
0.4
31.9
(2.7)
57.4
Credit to other comprehensive income
–
–
7.4
–
–
–
–
–
7.4
Exchange differences and other 
movements
(2.5)
(8.2)
(3.5)
(0.4)
(1.9)
(0.5)
(1.3)
0.1
(18.2)
31 December 2020
49.5
109.5
57.9
80.9
90.3
21.4
56.4
11.6
477.5
Other temporary differences comprise a number of items including tax deductible goodwill, none of which is individually significant to the Group's consolidated 
balance sheet. At 31 December 2020 the balance related to temporary differences in relation to revenue adjustments, tax deductible goodwill, fair value 
adjustments, and other temporary differences.
WPP ANNUAL REPORT 2020
184

FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
At the balance sheet date, the Group has gross tax losses and other temporary 
differences of £6,895.2 million (2019: £6,475.6 million) available for offset against 
future profits. Deferred tax assets have been recognised in respect of the tax 
benefit of £2,041.3 million (2019: £1,856.6 million) of such tax losses and other 
temporary differences. No deferred tax asset has been recognised in respect 
of the remaining £4,853.9 million (2019: £4,619.0 million) of losses and other 
temporary differences as the Group considers that there will not be enough 
taxable profits in the entities concerned such that any additional asset could 
be considered recoverable. Included in the total unrecognised temporary 
differences are losses of £65.4 million (2019: £60.7 million) that will expire 
within one to ten years, and £4,594.9 million (2019: £4,437.6 million) of losses 
that may be carried forward indefinitely. 
At the balance sheet date, the aggregate amount of the temporary differences 
in relation to the investment in subsidiaries for which deferred tax liabilities have 
not been recognised was £1,655.3 million (2019: £2,165.3 million). No liability 
has been recognised in respect of these differences because the Group is in a 
position to control the timing of the reversal of the temporary differences and 
the Group considers that it is probable that such differences will not reverse 
in the foreseeable future.
In addition the Group has recognised the following gross deferred tax liabilities and movements thereon in 2020 and 2019:
Brands 
and other 
intangibles 
£m
Associate 
earnings 
£m
Goodwill 
£m
Property, 
plant and 
equipment 
£m
Financial 
instruments 
£m
Other 
temporary 
differences 
£m
Total 
£m
1 January 2019
438.6
17.6
182.3
22.2
39.9
37.9
738.5
Acquisition of subsidiaries
0.8
–
–
–
–
–
0.8
(Credit)/charge to income
(31.2)
68.6
10.3
(22.2)
(0.7)
(6.7)
18.1
Credit to other comprehensive income
–
–
–
–
–
(9.6)
(9.6)
Transfer to disposal group classified as held for sale
(46.6)
(7.9)
(51.7)
–
–
0.6
(105.6)
Exchange differences and other movements
(9.3)
(1.8)
(5.5)
–
(2.3)
(0.5)
(19.4)
31 December 2019
352.3
76.5
135.4
–
36.9
21.7
622.8
Acquisition of subsidiaries
1.5
–
–
–
–
–
1.5
(Credit)/charge to income
(22.3)
(16.7)
(7.8)
–
–
6.7
(40.1)
Exchange differences and other movements
(4.7)
(1.8)
(4.5)
–
(1.1)
(3.4)
(15.5)
31 December 2020
326.8
58.0
123.1
–
35.8
25.0
568.7
185
WPP ANNUAL REPORT 2020


FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
18. TRADE AND OTHER RECEIVABLES
The following are included in trade and other receivables:
2020 
£m
2019 
£m
Amounts falling due within one year
Trade receivables (net of bad debt provision)
6,572.2
7,007.6
Work in progress
264.1
349.5
VAT and sales taxes recoverable
236.6
212.7
Prepayments
248.1
287.1
Accrued income
3,150.1
3,292.7
Fair value of derivatives
0.2
1.4
Other debtors
501.0
671.3
10,972.3
11,822.3
The ageing of trade receivables and other financial assets by due date is 
as follows:
Days past due
2020
Carrying
 amount at 
31 December 
2020
£m
Not past
 due
£m
0-30 
days 
£m
31-90 
days 
£m
91-180 
days 
£m
181 
days- 
1 year 
£m
Greater 
than
 1 year 
£m
Trade 
receivables
6,572.2 5,692.4
660.0
167.3
40.4
7.5
4.6
Other 
financial 
assets
527.2
451.8
32.5
8.6
11.8
4.3
18.2
7,099.4 6,144.2
692.5
175.9
52.2
11.8
22.8
Days past due
2019
Carrying
 amount at
31 December 
2019 
£m
Not past
due 
£m
0-30 
days 
£m
31-90 
days 
£m
91-180 
days 
£m
181 
days- 
1 year 
£m
Greater 
than 
1 year 
£m
Trade 
receivables
7,007.6 5,553.3
934.9
341.0
92.1
22.4
63.9
Other 
financial 
assets
582.5
357.6
129.9
48.3
16.2
5.2
25.3
7,590.1
5,910.9 1,064.8
389.3
108.3
27.6
89.2
Other financial assets are included in other debtors.
Past due amounts are not impaired where collection is considered likely.
2020 
£m
2019 
£m
Amounts falling due after more than one year
Prepayments
2.8
2.2
Fair value of derivatives
9.6
–
Other debtors
143.8
135.4
156.2
137.6
The Group has applied the practical expedient permitted by IFRS 15 to not 
disclose the transaction price allocated to performance obligations unsatisfied 
(or partially unsatisfied) as of the end of the reporting period as contracts 
typically have an original expected duration of a year or less.
2020 
£m
2019 
£m
Bad debt provisions
At beginning of year
111.7
116.6
New acquisitions
3.5
5.0
Charged to the income statement
50.6
45.4
Released to the income statement
(9.8)
(19.0)
Exchange adjustments
(2.8)
(4.1)
Transfer to disposal group classified as held for sale
–
(8.9)
Utilisations and other movements
(40.7)
(23.3)
At end of year
112.5
111.7
The allowance for bad and doubtful debts is equivalent to 1.7% (2019: 1.6%) 
of gross trade accounts receivables.
Impairment losses on work in progress and accrued income were immaterial 
for the years presented.
The Group considers that the carrying amount of trade and other receivables 
approximates their fair value.
EXPECTED CREDIT LOSSES 
The Group has applied the simplified approach to measuring expected credit 
losses, as permitted by IFRS 9. Under this approach, the Group utilises a 
provision matrix based on the age of the trade receivables and historical loss 
rates to determine the expected credit losses. Where relevant, the Group also 
considers forward looking information. Therefore the Group does not track 
changes in credit risk over the life of a financial asset, but recognises a loss 
allowance based on the financial asset's lifetime expected credit loss. Under 
IFRS 9, the expected credit losses are measured as the difference between the 
asset’s gross carrying amount and the present value of estimated future cash 
flows discounted at the financial asset’s original effective interest rate. Given 
the short-term nature of the Group’s trade receivables, work in progress and 
accrued income, which are mainly due from large national or multinational 
companies, the Group's assessment of expected credit losses includes 
provisions for specific clients and receivables where the contractual cash flow 
is deemed at risk. Additional provisions are made based on the assessment of 
recoverability of aged receivables, where the following criteria are met:
	– 100% of the asset aged over one year;
	– 50% of the asset aged between 180 days and one year; and
	– sufficient evidence of recoverability is not evident.
As a result of the Covid-19 pandemic, the Group also performed a detailed 
review of trade receivables, work in progress and accrued income aged less 
than 180 days, taking into account the level of credit insurance the Group has 
along with internal and external data including historical and forward looking 
information. This review focused on significant individual clients along with the 
industry and country in which the clients operate where there is increased risk 
due to the pandemic.
19. TRADE AND OTHER PAYABLES: AMOUNTS FALLING DUE WITHIN 
ONE YEAR
The following are included in trade and other payables falling due within 
one year:
2020 
£m
20191 
£m
Trade payables
10,206.5
10,112.1
Deferred income
1,153.7
1,024.6
Payments due to vendors (earnout agreements)
57.8
143.4
Liabilities in respect of put option agreements with 
vendors
9.3
75.7
Fair value of derivatives
1.8
1.5
Share repurchases – close period commitments2
–
252.3
Other creditors and accruals
2,430.6
2,578.5
13,859.7
14,188.1
Notes
1	 Figures have been restated as described in the accounting policies.
2	 During 2019, the Company entered into an arrangement with a third party to conduct share 
buybacks on its behalf in the close period commencing on 2 January 2020 and ending on 
27 February 2020, in accordance with UK listing rules. The commitment resulting from this 
agreement constitutes a liability at 31 December 2019, which is included in Trade and other 
payables: amounts falling due within one year and has been recognised as a movement in equity. 
The Group considers that the carrying amount of trade and other payables 
approximates their fair value.
WPP ANNUAL REPORT 2020
186

FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
20. TRADE AND OTHER PAYABLES: AMOUNTS FALLING DUE AFTER 
MORE THAN ONE YEAR
The following are included in trade and other payables falling due after more 
than one year:
2020 
£m
20191 
£m
Payments due to vendors (earnout agreements)
56.5
100.3
Liabilities in respect of put option agreements with vendors
101.4
128.8
Fair value of derivatives
11.2
21.2
Other creditors and accruals
144.4
199.3
313.5
449.6
Note
1	 Figures have been restated as described in the accounting policies. 
The Group considers that the carrying amount of trade and other payables 
approximates their fair value.
The following tables set out payments due to vendors, comprising 
contingent consideration and the Directors’ best estimates of future 
earnout-related obligations:
2020 
£m
20191 
£m
Within one year
57.8
143.4
Between one and two years
17.2
36.3
Between two and three years
6.0
34.6
Between three and four years
30.5
12.3
Between four and five years
2.8
7.7
Over five years
–
9.4
114.3
243.7
Note
1	 Figures have been restated as described in the accounting policies.
2020 
£m
20191 
£m
At beginning of year
243.7
400.8
Earnouts paid
(115.2)
(130.0)
New acquisitions
7.3
9.6
Revision of estimates taken to goodwill (note 14)
(2.8)
(14.1)
Revaluation of payments due to vendors
(13.4)
3.8
Transfer to disposal group classified as held for sale
−
(11.5)
Exchange adjustments
(5.3)
(14.9)
At end of year
114.3
243.7
Note
1	 Figures have been restated as described in the accounting policies. 
As of 31 December 2020, the potential undiscounted amount of future 
payments that could be required under the earnout agreements for 
acquisitions completed in the current year and for all earnout agreements 
ranges from £nil to £41 million (2019: £nil to £14 million) and £nil to £808 million 
(2019: £nil to £1,110 million), respectively. The decrease in the maximum 
potential undiscounted amount of future payments for all earnout agreements 
is due to earnout arrangements that have completed and payments made on 
active arrangements during the year, and exchange adjustments, partially 
offset by earnout arrangements related to new acquisitions.
21. BANK OVERDRAFTS, BONDS AND BANK LOANS
Amounts falling due within one year:
2020
£m
20191
£m
Bank overdrafts
8,562.0
8,572.4
Corporate bonds and bank loans
57.2
225.6
8,619.2
8,798.0
Note
1	 Figures have been restated as described in the accounting policies. 
The Group considers that the carrying amount of bank overdrafts 
approximates their fair value.
Amounts falling due after more than one year:
2020 
£m
2019 
£m
Corporate bonds and bank loans
4,975.5
4,047.3
The Group estimates that the fair value of corporate bonds is £5,509.1 million 
at 31 December 2020 (2019: £4,439.8 million). The fair values of the corporate 
bonds are based on quoted market prices.
The Group considers that the carrying amount of bank loans of £57.2 million 
(2019: £110.4 million) approximates their fair value.
The corporate bonds, bank loans and overdrafts included within liabilities fall 
due for repayment as follows:
2020 
£m
20191 
£m
Within one year
8,619.2
8,798.0
Between one and two years
590.9
96.4
Between two and three years
669.4
590.4
Between three and four years
540.2
632.1
Between four and five years
445.6
554.3
Over five years
2,729.4
2,174.1
13,594.7
12,845.3
Note
1	 Figures have been restated as described in the accounting policies. 
22. PROVISIONS FOR LIABILITIES AND CHARGES
The movements in 2020 and 2019 were as follows:
Property 
£m
Other 
£m
Total 
£m
1 January 2019
118.7
193.0
311.7
Charged to the income statement
39.5
7.6
47.1
Acquisitions1
–
0.7
0.7
Utilised
(1.2)
(12.2)
(13.4)
Released to the income statement
(10.3)
 (6.9) 
(17.2)
Other movements2
(58.4)
9.2
(49.2)
Transfer to disposal group classified as held 
for sale
(6.2)
(18.4) 
(24.6)
Exchange adjustments
(0.6)
(6.7)
(7.3)
31 December 2019
81.5
166.3
247.8
Charged to the income statement
14.8
50.4
65.2
Acquisitions1
–
0.7
0.7
Utilised
(1.6)
(17.0)
(18.6)
Released to the income statement
(1.5)
(15.0)
(16.5)
Other movements
(15.0)
48.7
33.7
Exchange adjustments
(1.5)
(4.5)
(6.0)
31 December 2020
76.7
229.6
306.3
Notes
1	 Acquisitions include £0.4 million (2019: £0.7 million) of provisions arising from revisions to fair 
value adjustments related to the acquisition of subsidiary undertakings that had been 
determined provisionally at the immediately preceding balance sheet date, as permitted by IFRS 
3 Business Combinations.
2	 In 2019, other movements include transfers of property provisions related to property leases 
which are now recognised in right-of-use assets, and certain long-term employee benefits.
The Company and various of its subsidiaries are, from time to time, parties to 
legal proceedings and claims which arise in the ordinary course of business. 
The Directors do not anticipate that the outcome of these proceedings and 
claims will have a material adverse effect on the Group’s financial position or 
on the results of its operations.
187
WPP ANNUAL REPORT 2020


FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
23. SHARE-BASED PAYMENTS
Charges for share-based incentive plans were as follows:
Continuing operations
2020
£m
2019 
£m
2018 
£m
Share-based payments
74.4
66.0
78.3
Share-based payments comprise charges for stock options and restricted 
stock awards to employees of the Group.
As of 31 December 2020, there was £134.9 million (2019: £140.7 million) of total 
unrecognised compensation cost related to the Group’s restricted stock plans. 
That cost is expected to be recognised over an average period of one to 
two years.
Further information on stock options is provided in note 27.
RESTRICTED STOCK PLANS
The Group operates a number of equity-settled share incentive schemes, in 
most cases satisfied by the delivery of stock from one of the Group’s ESOP 
Trusts. The most significant current schemes are as follows:
EXECUTIVE PERFORMANCE SHARE PLAN (EPSP)
This scheme is intended to reward and incentivise the most senior executives 
of the Group. The performance period is three or five complete financial years, 
commencing with the financial year in which the award is granted. The vest 
date will usually be in the March following the end of the performance 
period. Vesting is conditional on continued employment throughout the 
vesting period. 
The 2020 EPSP awards are subject to three equally weighted performance 
conditions: three-year average Return on Invested Capital (ROIC), cumulative 
Adjusted Free Cash Flow (AFCF), and relative Total Shareholder Return (TSR). 
Achieving the threshold performance requirement will result in a vesting 
opportunity of 20% for that element. The vesting opportunity will increase 
on a straight line basis to 100% of the award for maximum performance. 
The Compensation Committee has an overriding discretion to determine 
the extent to which the award will vest.
The 2019 EPSP awards are subject to a relative TSR performance condition, 
with a ROIC underpin. TSR performance will be compared to companies 
representing the most relevant, listed global competitors, with performance 
below median resulting in zero vesting. Performance between median and 
upper decile provides for a vesting opportunity of between 15% and 100%. 
The awards will vest subject to a ROIC underpin of an average of 7.5% over 
the performance period. The Compensation Committee has an overriding 
discretion to determine the extent to which the award will vest. 
For EPSP awards granted between 2013 and 2018 there are three performance 
criteria, each constituting one-third of the vesting value, and each measured 
over the performance period:
(i)	 TSR against a comparator group of companies. Threshold performance 
(equating to ranking in the 50th percentile of the comparator group) will 
result in 20% vesting of the part of the award dependent on TSR. The 
maximum vest of 100% will arise if performance ranks in the 90th 
percentile, with a sliding scale of vesting for performance between 
threshold and maximum.
(ii)	 Headline diluted earnings per share. Threshold performance (7% compound 
annual growth) will again result in a 20% vest. Maximum performance of 
14% compound annual growth will give rise to a 100% vest, with a sliding 
vesting scale for performance between threshold and maximum.
(iii)	Return on equity (ROE). Average annual ROE defined as headline diluted 
EPS divided by the balance sheet value per share of shareholders’ equity. 
Threshold performance ranges between 10-14% average annual ROE and 
maximum performance ranges between 14-18%. Threshold again gives rise 
to a 20% vest, 100% for maximum, with a sliding scale in between.
PERFORMANCE SHARE AWARDS (PSA)
Conditional stock awards made under the PSA are dependent upon annual 
performance targets, typically based on one or more of: operating profit, 
profit before taxation and operating margin. Grants are made in the year 
following the year of performance measurement, and vest two years after 
grant date provided the individual concerned is continually employed by the 
Group throughout this time.
LEADERS, PARTNERS AND HIGH POTENTIAL GROUP
This scheme makes annual conditional stock awards to approximately 1,600 
key executives of the Group. Vesting is conditional on continued employment 
over the three-year vesting period.
VALUATION METHODOLOGY
For all of these schemes, the valuation methodology is based upon fair value 
on grant date, which is determined by the market price on that date or the 
application of a Black-Scholes model, depending upon the characteristics of 
the scheme concerned. The assumptions underlying the Black-Scholes model 
are detailed in note 27, including details of assumed dividend yields. Market 
price on any given day is obtained from external, publicly available sources.
MARKET/NON-MARKET CONDITIONS
Most share-based plans are subject to non-market performance conditions, 
such as margin or growth targets, as well as continued employment. EPSP 
is subject to a number of performance conditions, including TSR, a 
market‑based condition.
For schemes without market-based performance conditions, the valuation 
methodology above is applied and, at each year-end, the relevant charge 
for each grant is revised, if appropriate, to take account of any changes in 
estimate of the likely number of shares expected to vest.
For schemes with market-based performance conditions, the probability 
of satisfying these conditions is assessed at grant date through a statistical 
model (such as the Monte Carlo model) and applied to the fair value. This initial 
valuation remains fixed throughout the life of the relevant plan, irrespective 
of the actual outcome in terms of performance. Where a lapse occurs due to 
cessation of employment, the cumulative charge taken to date is reversed.
Movement on ordinary shares granted for significant restricted stock plans:
Non- 
vested 
1 January 
2020 
number
 m
Granted 
number
 m
Forfeited 
number
 m
Vested 
number
 m
Non- 
vested 31 
December 
2020 
number
 m
Executive Performance 
Share Plan (EPSP)
8.8
6.5
(2.0)
(0.3)
13.0
Performance Share 
Awards (PSA)
2.6
3.3
(0.3)
(1.3)
4.3
Leaders, Partners and 
High Potential Group
9.3
4.9
(0.7)
(2.5)
11.0
Weighted average fair 
value (pence per share)
Executive Performance 
Share Plan (EPSP)
1,198p
742p
1,336p
1,481p
943p
Performance Share 
Awards (PSA)
1,081p
546p
787p
1,136p
675p
Leaders, Partners and 
High Potential Group
974p
719p
879p
1,131p
831p
The total fair value of shares vested for all the Group’s restricted stock plans 
during the year ended 31 December 2020 was £71.6 million (2019: £90.8 million, 
2018: £107.2 million).
WPP ANNUAL REPORT 2020
188

FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
24. PROVISION FOR POST-EMPLOYMENT BENEFITS
Companies within the Group operate a large number of pension plans, the 
forms and benefits of which vary with conditions and practices in the countries 
concerned. The Group’s pension costs are analysed as follows:
Continuing operations
2020 
£m
2019 
£m
2018 
£m
Defined contribution plans
157.8
154.9
146.7
Defined benefit plans charge to operating profit
13.9
14.8
14.2
Pension costs (note 5)
171.7
169.7
160.9
Net interest expense on pension plans (note 6)
2.9
3.5
3.6
174.6
173.2
164.5
DEFINED BENEFIT PLANS 
The pension costs are assessed in accordance with the advice of local 
independent qualified actuaries. The latest full actuarial valuations for the 
various pension plans were carried out at various dates in the last three years. 
These valuations have been updated by the local actuaries to 31 December 2020.
The majority of plans provide final salary benefits, with plan benefits typically 
based either on mandatory plans under local legislation, eg, termination 
indemnity benefits, or on the rules of WPP sponsored supplementary plans. 
The implications of IFRIC 14 have been allowed for where relevant, in particular 
with regard to the asset ceiling/irrecoverable surplus.
The Group’s policy is to close existing defined benefit plans to new members. 
This has been implemented across a significant number of the pension plans. 
Contributions to funded plans are determined in line with local conditions and 
practices. Contributions in respect of unfunded plans are paid as they fall due. 
The total contributions (for funded plans) and benefit payments (for unfunded 
plans) paid for 2020 amounted to £20.3 million (2019: £37.1 million, 2018: 
£44.9 million). Employer contributions and benefit payments in 2021 are 
expected to be approximately £25 million. 
(A) ASSUMPTIONS
There are a number of areas in pension accounting that involve estimates 
made by management based on advice of qualified advisors. These include 
establishing the discount rates, rates of increase in salaries and pensions in 
payment, inflation, and mortality assumptions. The main weighted average 
assumptions used for the actuarial valuations at 31 December are shown in 
the following table: 
2020
% pa
2019
% pa
2018
% pa
2017
% pa
UK
Discount rate1
1.3
2.0
2.8
2.4
Rate of increase in pensions 
in payment
4.4
4.4
4.3
4.1
Inflation
2.8
2.6
2.8
2.7
North America
Discount rate1
2.0
3.0
4.1
3.5
Rate of increase in salaries
3.0
3.0
3.0
3.1
Inflation
n/a
n/a 
n/a 
4.0
Western Continental Europe
Discount rate1
0.9
1.2
2.0
1.9
Rate of increase in salaries
2.2
2.2
2.3
1.9
Rate of increase in pensions in payment
1.8
1.8
1.2
1.2
Inflation
1.7
1.7
1.7
1.7
Asia Pacific, Latin America, Africa &  
Middle East and Central & Eastern Europe
Discount rate1
4.2
4.6
5.0
4.2
Rate of increase in salaries
5.2
6.1
5.8
5.5
Inflation
3.7
3.7
3.6
4.0
Note
1	 Discount rates are based on high-quality corporate bond yields. In countries where there is no 
deep market in corporate bonds, the discount rate assumption has been set with regard to the 
yield on long-term government bonds. 
For the Group’s pension plans, the plans’ assets are invested with the 
objective of being able to meet current and future benefit payment needs, 
while controlling balance sheet volatility and future contributions. Pension 
plan assets are invested with a number of investment managers, and assets 
are diversified among equities, bonds, insured annuities, property and cash or 
other liquid investments. The primary use of bonds as an investment class is to 
match the anticipated cash flows from the plans to pay pensions. The Group is 
invested in high-quality corporate and government bonds which share similar 
risk characteristics and are of equivalent currency and term to the plan 
liabilities. Various insurance policies have also been bought historically to 
provide a more exact match for the cash flows, including a match for the 
actual mortality of specific plan members. These insurance policies effectively 
provide protection against both investment fluctuations and longevity risks. 
The strategic target allocation varies among the individual plans. 
Management considers the types of investment classes in which the pension 
plan assets are invested. The types of investment classes are determined by 
economic and market conditions and in consideration of specific asset class risk. 
Management periodically commissions detailed asset and liability studies 
performed by third-party professional investment advisors and actuaries 
that generate probability-adjusted expected future returns on those assets. 
These studies also project the estimated future pension payments and 
evaluate the efficiency of the allocation of the pension plan assets into 
various investment categories. 
 
At 31 December 2020, the life expectancies underlying the value of the 
accrued liabilities for the main defined benefit pension plans operated by the 
Group were as follows: 
Years life expectancy  
after age 65
All
plans
North
 America
UK
Western
Continental
 Europe
Other1
Current pensioners 
(at age 65) – male
22.1
21.7
23.1
20.9
13.8
Current pensioners 
(at age 65) – female
23.6
23.1
24.1
24.0
17.0
Future pensioners 
(current age 45) 
– male
23.7
23.1
24.7
23.3
13.8
Future pensioners 
(current age 45) 
– female
25.2
24.5
25.9
26.0
17.0
Note
1	 Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe. 
The life expectancies after age 65 at 31 December 2019 were 22.2 years and 
23.7 years for male and female current pensioners (at age 65) respectively, and 
23.8 years and 25.4 years for male and female future pensioners (current age 
45), respectively. 
 
In the determination of mortality assumptions, management uses the most 
up-to-date mortality tables available in each country. 
The following table provides information on the weighted average duration 
of the defined benefit pension obligations and the distribution of the timing 
of benefit payments for the next ten years. The duration corresponds to the 
weighted average length of the underlying cash flows. 
All
plans
North
America
UK
Western
Continental
Europe
Other1
Weighted average duration of the 
defined benefit obligation (years)
11.5
9.6
13.8
12.8
6.8
Expected benefit payments over 
the next ten years (£m)
Benefits expected to be paid within 
12 months
49.8
24.4
15.1
5.8
4.5
Benefits expected to be paid in 2022
46.9
24.7
12.8
6.2
3.2
Benefits expected to be paid in 2023
45.2
21.9
13.5
6.1
3.7
Benefits expected to be paid in 2024
43.2
21.1
13.2
5.8
3.1
Benefits expected to be paid in 2025
43.1
19.1
14.0
6.2
3.8
Benefits expected to be paid in the 
next five years
222.1
94.1
70.1
34.3
23.6
Note
1	 Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe. 
189
WPP ANNUAL REPORT 2020


FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
24. PROVISION FOR POST-EMPLOYMENT BENEFITS CONTINUED
The following table presents a sensitivity analysis for each significant actuarial 
assumption showing how the defined benefit obligation would have been 
affected by changes in the relevant actuarial assumption that were reasonably 
possible at the balance sheet date. This sensitivity analysis applies to the 
defined benefit obligation only and not to the net defined benefit pension 
liability in its entirety, the measurement of which is driven by a number of 
factors including, in addition to the assumptions below, the fair value of 
plan assets. 
The sensitivity analyses are based on a change in one assumption while 
holding all other assumptions constant so that interdependencies between 
the assumptions are excluded. The methodology applied is consistent with 
that used to determine the recognised defined benefit obligation. The 
sensitivity analysis for inflation is not shown as it is an underlying assumption 
to build the pension and salary increase assumptions. Changing the inflation 
assumption on its own without changing the salary or pension assumptions 
will not result in a significant change in pension liabilities. 
Sensitivity analysis of significant actuarial assumptions
(Decrease)/increase
in benefit obligation
2020
£m
2019
£m
Discount rate
Increase by 25 basis points:
UK
(8.8)
(8.2)
North America
(7.6)
(7.5)
Western Continental Europe
(4.0)
(3.8)
Other1
(0.6)
(0.7)
Decrease by 25 basis points:
UK
9.1
8.5
North America
7.8
7.7
Western Continental Europe
4.3
3.9
Other1
0.6
0.7
Rate of increase in salaries
Increase by 25 basis points:
Western Continental Europe
0.9
0.8
Other1
0.6
0.6
Decrease by 25 basis points:
Western Continental Europe
(0.9)
(0.8)
Other1
(0.5)
(0.6)
Rate of increase in pensions in payment
Increase by 25 basis points:
UK
1.1
0.7
Western Continental Europe
2.1
1.9
Decrease by 25 basis points:
UK
(0.7)
(0.6)
Western Continental Europe
(2.0)
(1.9)
Life expectancy 
Increase in longevity by one additional year:
UK
14.0
11.7
North America
5.9
5.9
Western Continental Europe
4.8
4.3
Note
1	 Includes Asia Pacific, Latin America, Africa & Middle East and Central & Eastern Europe.
(B) ASSETS AND LIABILITIES
At 31 December, the fair value of the assets in the pension plans, and the 
assessed present value of the liabilities in the pension plans are shown in the 
following table: 
2020
£m
%
2019 
£m
%
2018 
£m
%
Equities
41.6
6.7
55.5
9.1
76.5
9.1
Bonds
284.2
46.1
272.5
44.8
544.9
64.8
Insured annuities1
252.8
41.0
239.1
39.3
90.9
10.8
Property
0.7
0.1
0.7
0.1
0.9
0.1
Cash
14.7
2.4
17.7
2.9
31.1
3.7
Other
22.6
3.7
23.0
3.8
96.3
11.5
Total fair value of assets
616.6
100.0
608.5
100.0
840.6
100.0
Present value of liabilities
(772.7)
(767.5)
(1,024.0)
Deficit in the plans
(156.1)
(159.0)
(183.4)
Irrecoverable surplus
(0.6)
–
(0.9)
Net liability2
(156.7)
(159.0)
(184.3)
Plans in surplus
27.2
20.6
42.8
Plans in deficit
(183.9)
(179.6)
(227.1)
Notes
1	 The increase in 2019 from 2018 in the amount of assets held in insured annuities is attributable to 
the completion of buy-in transactions during 2019 for certain UK plans. The invested assets for 
these plans, as at 31 December 2018 consisted of a mixture of equities, bonds, cash and other 
assets, were transferred to an insurance company and, in accordance with IAS 19, all assets for 
these plans are now classified as insured annuities.
2 	 The related deferred tax asset is discussed in note 17. 
All plan assets have quoted prices in active markets with the exception of 
insured annuities and other assets. 
Surplus/(deficit) in plans by region
2020 
£m
2019 
£m
2018 
£m
UK
0.7
0.3
33.7
North America
(37.9)
(45.2)
(68.7)
Western Continental Europe
(85.9)
(79.4)
(104.6)
Asia Pacific, Latin America, Africa & Middle East and 
Central & Eastern Europe
(33.0)
(34.7)
(43.8)
Deficit in the plans
(156.1)
(159.0)
(183.4)
Some of the Group’s defined benefit plans are unfunded (or largely unfunded) 
by common custom and practice in certain jurisdictions. In the case of these 
unfunded plans, the benefit payments are made as and when they fall due. 
Pre-funding of these plans would not be typical business practice. 
WPP ANNUAL REPORT 2020
190

FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
The following table shows the split of the deficit at 31 December between 
funded and unfunded pension plans. 
2020
Surplus/
(deficit)
£m
2020
Present
value of
liabilities
£m
2019
Surplus/
(deficit)
£m
2019
Present
value of
liabilities
£m
2018
Surplus/
(deficit)
£m
2018
Present
value of
liabilities
£m
Funded plans by region
UK
0.7
(262.7)
0.3
(247.6)
33.7
(290.5)
North America
17.4
(271.8)
12.8
(286.2)
(4.6)
(375.3)
Western Continental 
Europe
(38.6)
(84.3)
(33.3)
(77.6)
(35.8)
(168.4)
Asia Pacific, Latin 
America, Africa & Middle 
East and Central & 
Eastern Europe
(5.8)
(24.1)
(3.6)
(20.9)
(6.6)
(19.7)
Deficit/liabilities in 
the funded plans
(26.3)
(642.9)
(23.8)
(632.3)
(13.3)
(853.9)
Unfunded plans  
by region
North America
(55.3)
(55.3)
(58.0)
(58.0)
(64.1)
(64.1)
Western Continental 
Europe
(47.3)
(47.3)
(46.1)
(46.1)
(68.8)
(68.8)
Asia Pacific, Latin 
America, Africa & Middle 
East and Central & 
Eastern Europe
(27.2)
(27.2)
(31.1)
(31.1)
(37.2)
(37.2)
Deficit/liabilities in 
the unfunded plans
(129.8)
(129.8)
(135.2)
(135.2)
(170.1)
(170.1)
Deficit/liabilities in  
the plans
(156.1) (772.7)
(159.0)
(767.5)
(183.4)(1,024.0)
In accordance with IAS 19, plans that are wholly or partially funded are 
considered funded plans. 
(C) PENSION EXPENSE
The following tables show the breakdown of the pension expense between 
amounts charged to operating profit and amounts charged to finance costs: 
Continuing operations
2020 
£m
2019 
£m
2018
£m
Service cost1
12.0
12.9
12.0
Administrative expenses
1.9
1.9
2.2
Charge to operating profit
13.9
14.8
14.2
Net interest expense on pension plans
2.9
3.5
3.6
Charge to profit before taxation for defined 
benefit plans
16.8
18.3
17.8
Note
1	 Includes current service cost, past service costs related to plan amendments and (gain)/loss on 
settlements and curtailments.
The following table shows the breakdown of amounts recognised in the 
consolidated statement of comprehensive income (OCI):
2020 
£m
2019 
£m
2018 
£m
Return on plan assets (excluding interest income)
57.2
16.7
(43.9)
Changes in demographic assumptions underlying 
the present value of the plan liabilities
3.8
5.9
3.8
Changes in financial assumptions underlying the 
present value of the plan liabilities
(54.0)
(64.3)
45.2
Experience (loss)/gain arising on the plan liabilities
(4.4)
5.1
3.8
Change in irrecoverable surplus
(0.6)
–
–
Actuarial gain/(loss) recognised in OCI
2.0
(36.6)
8.9
(D) MOVEMENT IN PLAN LIABILITIES
The following table shows an analysis of the movement in the pension plan 
liabilities for each accounting period:
2020 
£m
2019 
£m
2018 
£m
Plan liabilities at beginning of year
767.5 1,024.0
1,135.4
Service cost1
12.0
14.9
15.5
Interest cost
17.0
26.2
30.7
Actuarial (gain)/loss:
Effect of changes in demographic assumptions
(3.8)
(5.9)
(3.8)
Effect of changes in financial assumptions
54.0
64.3
(45.2)
Effect of experience adjustments
4.4
(5.1)
(3.8)
Benefits paid2
(59.6)
(140.8)
(75.6)
(Gain)/loss due to exchange rate movements
(4.2)
(22.7)
30.0
Settlement payments3
(17.0)
(47.4)
(70.4)
Transfer to disposal group classified as held for sale
–
(148.0)
–
Other 4
2.4
8.0
11.2
Plan liabilities at end of year
772.7
767.5 1,024.0
Notes
1	 Includes current service cost, past service costs related to plan amendments and (gain)/loss 
on settlements and curtailments. 
2	 In 2019, there was an amendment to a United States defined benefit plan that allowed certain 
participants to receive immediate lump sum pay-outs, which totalled £69.7 million. 
3	 In 2019 and 2018, the Group completed the transfer of the defined benefit obligations for certain 
UK plans to an insurer resulting in £47.1 million and £70.4 million, respectively, in settlement 
payments.
4	 Other includes acquisitions, disposals, plan participants’ contributions and reclassifications. 
The reclassifications represent certain of the Group’s defined benefit plans which are included 
in this note for the first time in the periods presented. 
(E) MOVEMENT IN PLAN ASSETS
The following table shows an analysis of the movement in the pension plan 
assets for each accounting period: 
2020 
£m
2019 
£m
2018 
£m
Fair value of plan assets at beginning of year
608.5
840.6
930.0
Interest income on plan assets
14.1
22.4
26.3
Return on plan assets (excluding interest income)
57.2
16.7
(43.9)
Employer contributions
20.3
37.1
44.9
Benefits paid1
(59.6)
(140.8)
(75.6)
(Loss)/gain due to exchange rate movements
(6.8)
(15.7)
23.0
Settlement payments2
(17.0)
(47.4)
(70.4)
Administrative expenses
(1.9)
(2.1)
(3.4)
Transfer to disposal group classified as held for sale
–
(111.1)
–
Other3
1.8
8.8
9.7
Fair value of plan assets at end of year
616.6
608.5
840.6
Actual return on plan assets
71.3
39.1
(17.6)
Notes
1	 In 2019, there was an amendment to a United States defined benefit plan that allowed certain 
participants to receive immediate lump sum pay-outs, which totalled £69.7 million. 
2	 In 2019 and 2018, the Group completed the transfer of the defined benefit obligations for certain UK 
plans to an insurer resulting in £47.1 million and £70.4 million, respectively, in settlement payments.
3	 Other includes acquisitions, disposals, plan participants’ contributions and reclassifications. The 
reclassifications represent certain of the Group’s defined benefit plans which are included in this 
note for the first time in the periods presented. 
191
WPP ANNUAL REPORT 2020


FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
25. RISK MANAGEMENT POLICIES
FOREIGN CURRENCY RISK
The Group’s results in pounds sterling are subject to fluctuation as a result 
of exchange rate movements. The Group does not hedge this translation 
exposure to its earnings but does partially hedge the currency element of 
its net assets using foreign currency borrowings, cross-currency swaps and 
forward foreign exchange contracts.
The Group effects these currency net asset hedges by borrowing in the same 
currencies as the operating (or "functional") currencies of its main operating 
units. The majority of the Group’s debt is therefore denominated in US dollars, 
pounds sterling and euros. The Group’s borrowings at 31 December 2020 
were primarily made up of $2,167 million, £1,094 million and €2,600 million 
(2019: $1,563 million, £844 million and €2,600 million). The Group’s average 
gross debt during the course of 2020 was $2,311 million, £999 million and 
€2,409 million (2019: $2,509 million, £947 million and €3,128 million).
The Group’s operations conduct the majority of their activities in their own 
local currency and consequently the Group has no significant transactional 
foreign exchange exposures arising from its operations. Any significant 
cross-border trading exposures are hedged by the use of forward foreign-
exchange contracts. No speculative foreign exchange trading is undertaken.
INTEREST RATE RISK
The Group is exposed to interest rate risk on both interest-bearing assets and 
interest-bearing liabilities. The Group has a policy of actively managing its 
interest rate risk exposure while recognising that fixing rates on all its debt 
eliminates the possibility of benefiting from rate reductions and similarly, having 
all its debt at floating rates unduly exposes the Group to increases in rates.
At 31 December 2020, the Group has access to £7.1 billion of committed facilities with maturity dates spread over the years 2021 to 2046 as illustrated below:
2021 
£m
2022 
£m
2023 
£m
2024 
£m
2025+
£m
£ bonds £400m (2.875% 2046)
400.0
400.0
US bond $220m (5.625% 2043)
160.8
160.8
US bond $93m (5.125% 2042)
67.9
67.9
£ bonds £250m (3.75% 2032)
250.0
250.0
Eurobonds €600m (1.625% 2030)
537.3
537.3
Eurobonds €750m (2.375% 2027)
671.7
671.7
Eurobonds €750m (2.25% 2026)
671.7
671.7
Eurobonds €500m (1.375% 2025)
447.8
447.8
Bank revolver ($2,500m 2025)
1,828.8
1,828.8
US bond $750m (3.75% 2024) 
548.6
548.6
Eurobonds €750m (3.0% 2023)
671.7
671.7
US bond $500m (3.625% 2022)
365.8
365.8
Eurobonds €250m (3m EURIBOR + 0.45% 2022)
223.9
223.9
Bank revolver (A$150m 2021, A$270m 2023)
236.7
84.5
152.2
Total committed facilities available
7,082.7
84.5
589.7
823.9
548.6
5,036.0
Drawn down facilities at 31 December 2020
5,059.5
42.3
589.7
671.7
548.6
3,207.2
Undrawn committed credit facilities
2,023.2
Drawn down facilities at 31 December 2020
5,059.5
Net cash at 31 December 2020
(4,337.1)
Other adjustments
(26.8)
Net debt at 31 December 2020
695.6
Including the effect of interest rate and cross-currency swaps, 100% of the 
year-end US dollar debt is at fixed rates averaging 4.06% for an average period 
of 70 months; 100% of the sterling debt is at a fixed rate of 3.21% for an average 
period of 167 months; 90.4% of the euro debt is at fixed rates averaging 2.20% 
for an average period of 79 months and 9.6% of the euro debt is at floating 
rates averaging 0.04% for an average of 15 months.
GOING CONCERN AND LIQUIDITY RISK
In considering going concern and liquidity risk, the Directors have reviewed 
the Group’s future cash requirements and earnings projections. The Directors 
believe these forecasts have been prepared on a prudent basis and have also 
considered the impact of a range of potential changes to trading performance. 
The Company’s forecasts and projections, taking account of (i) reasonably 
possible declines in revenue less pass-through costs; (ii) remote declines in 
revenue less pass-through costs for stress-testing purposes as a consequence 
of the Covid-19 pandemic compared to 2020; and considering the Group's 
bank covenant and liquidity headroom and cost mitigation actions which are 
and which could be implemented, show that the Company and the Group 
would be able to operate with appropriate liquidity and within its banking 
covenants and be able to meet its liabilities as they fall due. The Company 
modelled a range of revenue less pass-through costs up to a decline of 30% 
compared with the year ended 31 December 2020 and a number of mitigating 
cost actions that are available to the Company. The Directors have concluded 
that the Group will be able to operate within its current facilities and comply 
with its banking covenants for the foreseeable future and therefore believe it 
is appropriate to prepare the financial statements of the Group on a going 
concern basis and that there are no material uncertainties which gives rise to 
a significant going concern risk. 
WPP ANNUAL REPORT 2020
192

FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
Given the strong cash generation of the business, its debt maturity profile and 
available facilities, the Directors believe the Group has sufficient liquidity to 
match its requirements for the foreseeable future.
TREASURY ACTIVITIES
Treasury activity is managed centrally from London, New York and Hong Kong, 
and is principally concerned with the monitoring of working capital, managing 
external and internal funding requirements and the monitoring and 
management of financial market risks, in particular interest rate and foreign 
exchange exposures. 
The treasury operation is not a profit centre and its activities are carried out in 
accordance with policies approved by the Board of Directors and subject to 
regular review and audit.
The Group manages liquidity risk by ensuring continuity and flexibility of 
funding even in difficult market conditions. Undrawn committed borrowing 
facilities are maintained in excess of peak net-borrowing levels and debt 
maturities are closely monitored. Targets for average net debt are set on an 
annual basis and, to assist in meeting this, working capital targets are set for 
all the Group’s major operations. 
CAPITAL RISK MANAGEMENT
The Group manages its capital to ensure that entities in the Group will be able 
to continue as a going concern while maximising the return to stakeholders 
through the optimisation of the debt and equity balance. The capital structure 
of the Group consists of debt, which includes the borrowings disclosed in note 
10, cash and cash equivalents and equity attributable to equity holders of the 
parent, comprising issued capital, reserves and retained earnings as disclosed 
in the consolidated statement of changes in equity and in notes 27 and 28.
CREDIT RISK
The Group’s principal financial assets are cash and short-term deposits, trade 
and other receivables and investments, the carrying values of which represent 
the Group’s maximum exposure to credit risk in relation to financial assets, 
as shown in note 26.
The Group’s credit risk is primarily attributable to its trade receivables. 
The majority of the Group’s trade receivables are due from large national 
or multinational companies where the risk of default is considered low. The 
amounts presented in the consolidated balance sheet are net of allowances 
for doubtful receivables, estimated by the Group’s management based 
on expected losses, prior experience and their assessment of the current 
economic environment. A relatively small number of clients make up a 
significant percentage of the Group’s debtors, but no single client represents 
more than 7% of total trade receivables as at 31 December 2020. 
The credit risk on liquid funds and derivative financial instruments is limited 
because the counterparties are banks with high credit ratings assigned by 
international credit-rating agencies or banks that have been financed by 
their government.
A relatively small number of clients contribute a significant percentage of 
the Group’s consolidated revenues. The Group’s clients generally are able 
to reduce advertising and marketing spending or cancel projects at any time 
for any reason. There can be no assurance that any of the Group’s clients will 
continue to utilise the Group’s services to the same extent, or at all, in the 
future. Clients can reduce their marketing spend, terminate contracts, or 
cancel projects on short notice. The loss of one or more of our largest clients, 
if not replaced by new accounts or an increase in business from existing 
clients, would adversely affect our financial condition.
SENSITIVITY ANALYSIS
The following sensitivity analysis addresses the effect of currency and interest 
rate risks on the Group’s financial instruments. The analysis assumes that all 
hedges are highly effective.
CURRENCY RISK
A 10% weakening of sterling against the Group’s major currencies would result 
in the following losses, which would arise on the retranslation of foreign 
currency denominated borrowings and derivatives. These losses would be 
partially offset in equity by a corresponding gain arising on the retranslation 
of the Group’s foreign currency net assets. A 10% strengthening of sterling 
would have an equal and opposite effect.
2020 
£m
20191
£m
US dollar
159.1
240.5
Euro
167.2
153.0
Note
1	 Figures have been restated as described in the accounting policies. 
INTEREST RATE RISK
A one percentage point increase in market interest rates for all currencies 
in which the Group had cash and borrowings at 31 December 2020 would 
increase profit before tax by approximately £40.9 million (2019: £22.6 million). 
A one percentage decrease in market interest rates would have an equal and 
opposite effect. This has been calculated by applying the interest rate change 
to the Group’s variable rate cash and borrowings.
26. FINANCIAL INSTRUMENTS
CURRENCY DERIVATIVES
The Group utilises currency derivatives to hedge significant future transactions 
and cash flows and the exchange risk arising on translation of the Group’s 
investments in foreign operations. The Group is a party to a variety of foreign 
currency derivatives in the management of its exchange rate exposures. The 
instruments purchased are primarily denominated in the currencies of the 
Group’s principal markets.
The Group also designates certain cross currency swaps as hedging 
instruments in cash flow hedges to manage its exposure to foreign exchange 
movements on its borrowings. Contracts due in November 2023 have receipts 
of €500.0 million and payments of $604.2 million. 
At 31 December 2020, the fair value of the Group’s currency derivatives is 
estimated to be a net liability of approximately £1.6 million (2019: £21.2 million). 
These amounts are based on market values of equivalent instruments at the 
balance sheet date, comprising £9.6 million (2019: £nil) assets included in trade 
and other receivables and £11.2 million (2019: £21.2 million) liabilities included in 
trade and other payables. The amounts taken to and deferred in equity during 
the year for currency derivatives that are designated and effective hedges was 
a credit of £9.7 million (2019: £nil) for net investment hedges and a debit of 
£5.9 million (2019: £nil) for cash flow hedges. 2019 figures have been restated 
as described in the accounting policies.
Changes in the fair value relating to the ineffective portion of the currency 
derivatives that are designated hedges amounted to £nil (2019: £nil). At the 
balance sheet date, the total nominal amount of outstanding forward 
foreign exchange contracts not designated as hedges was £304.6 million 
(2019: £151.7 million). The Group estimates the fair value of these contracts 
to be a net liability of £1.6 million (2019: £0.1 million).
These arrangements are designed to address significant exchange exposure 
and are renewed on a revolving basis as required.
193
WPP ANNUAL REPORT 2020


FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
26. FINANCIAL INSTRUMENTS CONTINUED
INTEREST RATE SWAPS
The Group uses interest rate swaps as hedging instruments in fair value hedges to manage its exposure to interest rate movements on its borrowing. There were 
no interest rate swaps in existence throughout 2020. During 2019 the Group terminated contracts that had a nominal value of $812 million which had fixed rate 
receipts of 4.75% and floating interest payments averaging LIBOR plus 2.34% until November 2021. The Group also terminated contracts in 2019 that had a 
nominal value of $500 million which had fixed rate receipts of 3.63% and floating interest payments averaging LIBOR plus 1.52% until September 2022.
An analysis of the Group’s financial assets and liabilities by accounting classification is set out below:
Derivatives in 
designated 
hedge 
relationships
£m
Held at fair 
value through
 profit or loss 
£m
Held at
fair value
 through other
 comprehensive
 income
£m 
Amortised 
cost 
£m
Carrying
value
£m
2020
Other investments
–
263.3
124.0
–
387.3
Cash and short-term deposits
–
–
–
12,899.1
12,899.1
Bank overdrafts, bonds and bank loans
–
–
–
(8,619.2)
(8,619.2)
Bonds and bank loans
–
–
–
(4,975.5)
(4,975.5)
Trade and other receivables: amounts falling due within one year
–
–
–
6,989.3
6,989.3
Trade and other receivables: amounts falling due after more than one year
–
–
–
110.1
110.1
Trade and other payables: amounts falling due within one year
–
–
–
(10,268.0)
(10,268.0)
Trade and other payables: amounts falling due after more than one year
–
–
–
(0.9)
(0.9)
Derivative assets
9.6
0.2
–
–
9.8
Derivative liabilities
(6.3)
(6.7)
–
–
(13.0)
Payments due to vendors (earnout agreements) (note 20)
–
(114.3)
–
–
(114.3)
Liabilities in respect of put options
–
(110.7)
–
–
(110.7)
3.3
31.8
124.0
(3,865.1)
(3,706.0)
Held at fair
value through
 profit or loss
£m
Held at
fair value 
through other
 comprehensive 
income
£m 
Amortised 
cost 
£m
Carrying
value 
£m
2019
Other investments
255.7
242.6
–
498.3
Cash and short-term deposits1
–
–
11,305.7
11,305.7
Bank overdrafts, bonds and bank loans1
–
–
(8,798.0)
(8,798.0)
Bonds and bank loans
–
–
(4,047.3)
(4,047.3)
Trade and other receivables: amounts falling due within one year
–
–
7,530.8
7,530.8
Trade and other receivables: amounts falling due after more than one year
–
–
59.3
59.3
Trade and other payables: amounts falling due within one year
–
–
(10,191.6)
(10,191.6)
Trade and other payables: amounts falling due after more than one year
–
–
(2.6)
(2.6)
Derivative assets
1.4
–
–
1.4
Derivative liabilities1
(22.7)
–
–
(22.7)
Payments due to vendors (earnout agreements) (note 20)1
(243.7)
–
–
(243.7)
Liabilities in respect of put options1
(204.5)
–
–
(204.5)
(213.8)
242.6
(4,143.7)
(4,114.9)
Note
1	 Figures have been restated as described in the accounting policies.
WPP ANNUAL REPORT 2020
194

FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
The following table provides an analysis of financial instruments that are 
measured subsequent to initial recognition at fair value, grouped into levels 
1 to 3 based on the degree to which the fair value is observable:
Level 1 fair value measurements are those derived from quoted prices 
(unadjusted) in active markets for identical assets or liabilities;
Level 2 fair value measurements are those derived from inputs other than 
quoted prices included within level 1 that are observable for the asset or 
liability, either directly (ie as prices) or indirectly (ie derived from prices);
Level 3 fair value measurements are those derived from valuation techniques 
that include inputs for the asset or liability that are not based on observable 
market data (unobservable inputs).
2020
Level 1 
£m
Level 2 
£m
Level 3 
£m
Derivatives in designated hedge relationships
Derivative assets
–
9.6
–
Derivative liabilities
–
(6.3)
–
Held at fair value through profit or loss
Other investments
0.1
–
263.2
Derivative assets
–
0.2
–
Derivative liabilities
–
(6.7)
–
Payments due to vendors (earnout agreements)  
(note 20)
–
–
(114.3)
Liabilities in respect of put options
–
–
(110.7)
Held at fair value through other  
comprehensive income
Other investments
20.6
–
103.4
2019
Level 1 
£m
Level 21 
£m
Level 31 
£m
Held at fair value through profit or loss
Other investments
–
–
255.7
Derivative assets
–
1.4
–
Derivative liabilities
–
(22.7)
–
Payments due to vendors (earnout agreements)  
(note 20)
–
–
(243.7)
Liabilities in respect of put options
–
–
(204.5)
Held at fair value through other  
comprehensive income
Other investments
42.2
–
200.4
Note
1	 Figures have been restated as described in the accounting policies.
There have been no transfers between these levels in the years presented.
Reconciliation of level 3 fair value measurements1:
Liabilities in
respect of
put options2
£m
Other
investments 
£m
1 January 2019
(208.0)
538.2
(Losses)/gains recognised in the income statement
(30.1)
9.1
Losses recognised in other comprehensive income
–
(55.4)
Exchange adjustments
6.9
–
Additions
(34.8)
18.2
Disposals
–
(53.4)
Cancellations
9.7
–
Transfer to disposal group classified as held for sale
31.0
(0.6)
Settlements
20.8
–
31 December 2019
(204.5)
456.1
Gains recognised in the income statement
12.3
7.9
Losses recognised in other comprehensive income
–
(106.1)
Exchange adjustments
2.3
–
Additions
(4.2)
15.9
Disposals
–
(7.0)
Reclassification from other investments to interests 
in associates
–
(0.2)
Cancellations
30.5
–
Settlements
52.9
–
31 December 2020
(110.7)
366.6
Notes
1	 The reconciliation of payments due to vendors (earnout agreements) is presented in note 20. 
2	 Figures have been restated as described in the accounting policies.
The fair values of financial assets and liabilities are based on quoted market 
prices where available. Where the market value is not available, the Group 
has estimated relevant fair values on the basis of available information from 
outside sources. There have been no movements between level 3 and 
other levels.
PAYMENTS DUE TO VENDORS AND LIABILITIES IN RESPECT  
OF PUT OPTIONS
Future anticipated payments due to vendors in respect of contingent 
consideration (earnout agreements) are recorded at fair value, which is the 
present value of the expected cash outflows of the obligations. Liabilities in 
respect of put option agreements are initially recorded at the present value 
of the redemption amount in accordance with IAS 32. After recognition, 
the liability is remeasured in accordance with IFRS 9 and is subject to the 
estimation of future performance of the business acquired. Changes in the 
estimation result in re-measurement of the liability through the income 
statement. Both types of obligations are dependent on the future financial 
performance of the entity and it is assumed that future profits are in line 
with Directors’ estimates. The Directors derive their estimates from internal 
business plans together with financial due diligence performed in connection 
with the acquisition. At 31 December 2020, the weighted average growth rate 
in estimating future financial performance was 14.8% (2019: 19.5%), which 
reflects the prevalence of acquisitions in the faster-growing markets and new 
media sectors. The decrease in the weighted average growth rate from 19.5% 
to 14.8% is due primarily to completed, settled or cancelled obligations and 
partially due to the effects of Covid-19 to the future financial performance of 
the entity. The weighted average of the risk-adjusted discount rate applied to 
these obligations at 31 December 2020 was approximately 4.0% (2019: 3.2%).
A one percentage point increase or decrease in the growth rate in estimated 
future financial performance would increase or decrease the combined 
liabilities due to earnout agreements and put options by approximately 
£1.5 million (2019: £3.8 million) and £1.4 million (2019: £6.6 million), respectively. 
A 0.5 percentage point increase or decrease in the risk-adjusted discount rate 
would decrease or increase the combined liabilities by approximately 
£2.0 million (2019: £3.9 million) and £2.0 million (2019: £4.0 million), respectively. 
An increase in the liability would result in a loss in the revaluation of financial 
instruments, while a decrease would result in a gain.
OTHER INVESTMENTS
The fair value of other investments included in level 1 is based on quoted 
market prices. Other investments included in level 3 are unlisted securities, 
where market value is not readily available. The Group has estimated relevant 
fair values on the basis of information from outside sources using the most 
appropriate valuation technique, including all external funding rounds, revenue 
and EBITDA multiples, the share of fund net asset value and discounted cash 
flows. Certain investments are valued using revenue multiples. An increase or 
decrease in this multiple of 0.5 times revenue would result in an increase or 
decrease in the value of investments of £24.2 million, which would result in 
a credit or charge to the income statement of £1.5 million and equity of 
£22.7 million. The sensitivity to changes in unobservable inputs is specific 
to each individual investment.
195
WPP ANNUAL REPORT 2020


FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
27. AUTHORISED AND ISSUED SHARE CAPITAL
Equity 
ordinary 
shares
Nominal 
value 
£m
Authorised
1 January 2019
1,750,000,000
175.0 
31 December 2019
1,750,000,000
175.0
31 December 2020
1,750,000,000
175.0
Issued and fully paid
1 January 2019
1,332,678,227
133.3
Exercise of share options
75,625
–
Share cancellations
(4,586,039)
(0.5)
At 31 December 2019
1,328,167,813
132.8
Exercise of share options
1,000
–
Share cancellations
(32,088,571)
(3.2)
At 31 December 2020
1,296,080,242
129.6
COMPANY’S OWN SHARES
The Company’s holdings of own shares are stated at cost and represent shares 
held in treasury and purchases by the Employee Share Ownership Plan (ESOP) 
trusts of shares in the Company for the purpose of funding certain of the 
Group’s share-based incentive plans, details of which are disclosed in the 
Compensation Committee report on pages 134-154.
The trustees of the ESOP purchase the Company’s ordinary shares in the 
open market using funds provided by the Company. The Company also has 
an obligation to make regular contributions to the ESOP to enable it to meet 
its administrative costs. The number and market value of the ordinary shares 
of the Company held by the ESOP at 31 December 2020 was 4,863,244 
(2019: 9,219,837), and £38.9 million (2019: £98.3 million) respectively. 
The number and market value of ordinary shares held in treasury at 
31 December 2020 was 70,748,100 (2019: 70,787,730) and £566.0 million 
(2019: £755.0 million) respectively.
SHARE OPTIONS
WPP EXECUTIVE SHARE OPTION SCHEME (WPP)
As at 31 December 2020, unexercised options over ordinary shares of 6,741 
have been granted under the WPP Executive Share Option Scheme as follows:
Number of ordinary  
shares under option
Exercise price
per share (£)
Exercise 
dates
3,696
8.333
2015-2022
3,045
10.595
2016-2023
WPP WORLDWIDE SHARE OWNERSHIP PROGRAMME (WWOP)
As at 31 December 2020, unexercised options over ordinary shares of 1,330,679 
and unexercised options over ADRs of 233,799 have been granted under the 
WPP Worldwide Share Ownership Programme as follows:
Number of ordinary 
shares under option
Exercise price 
per share (£)
Exercise 
dates
45,325
6.268
2014-2021
7,250
6.268
2015-2021
88,604
8.458
2015-2022
28,125
13.145
2017-2021
897,100
13.145
2017-2024
4,250
13.145
2018-2024
259,150
13.505
2016-2023
875
13.505
2017-2023
Number of ADRs  
under option
Exercise price 
per ADR ($)
Exercise 
dates
14,930
49.230
2014-2021
25,234
67.490
2015-2022
105,545
102.670
2017-2024
88,090
110.760
2016-2023
WPP SHARE OPTION PLAN 2015 (WSOP)
As at 31 December 2020, unexercised options over ordinary shares of 
11,276,225 and unexercised options over ADRs of 1,332,900 have been granted 
under the WPP Share Option Plan as follows:
Number of ordinary  
shares under option
Exercise price
per share (£)
Exercise 
dates
14,875
7.344
2023-2027
3,109,225
7.344
2023-2030
10,500
8.372
2021-2025
1,920,375
8.372
2021-2028
12,375
9.600
2022-2026
2,336,975
9.600
2022-2029
10,375
13.085
2020-2024
1,538,225
13.085
2020-2027
37,625
15.150
2018-2022
1,042,700
15.150
2018-2025
5,125
15.150
2019-2025
8,125
17.055
2019-2023
1,229,725
17.055
2019-2026
Number of ADRs  
under option
Exercise price 
per ADR ($)
Exercise 
dates
364,225
48.950
2023-2030
229,810
53.140
2021-2028
287,790
62.590
2022-2029
180,155
88.260
2020-2027
150,955
105.490
2020-2026
119,965
115.940
2018-2025
WPP ANNUAL REPORT 2020
196

FINANCIAL STATEMENTS
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
The aggregate status of the WPP Share Option Plans during 2020 was as follows:
1 January
2020
Granted
Exercised
Forfeited
Outstanding
31 December 
2020
Exercisable
31 December 
2020
Movements on options granted (represented in ordinary shares)
WPP
6,741
–
–
–
6,741
–
WWOP
4,701,924
–
(1,000)
(2,201,250)
2,499,674
127,225
WSOP
20,397,150
4,990,300
–
(7,446,725)
17,940,725
6,094,275
25,105,815
4,990,300
(1,000)
(9,647,975)
20,447,140
6,221,500
1 January
2020
Granted
Exercised
Forfeited
Outstanding
31 December 
2020
Exercisable
31 December
2020
Weighted-average exercise price for options over
Ordinary shares (£)
WPP
9.355
–
–
–
9.355
–
WWOP
12.421
–
6.268
12.229
12.631
6.268
WSOP
12.121
7.344
–
12.530
10.596
7.344
ADRs ($)
WWOP
96.744
–
–
94.083
98.509
49.230
WSOP
79.798
48.950
–
82.605
70.363
50.571
OPTIONS OVER ORDINARY SHARES
Outstanding
Range of 
exercise prices 
£
Weighted
 average
exercise price 
£
Weighted
 average 
contractual life 
Months
6.268-17.055
10.810
91
OPTIONS OVER ADRs
Outstanding
Range of 
exercise prices 
$
Weighted
 average
exercise price 
$
Weighted
 average 
contractual life 
Months
48.950-115.940
74.563
89
As at 31 December 2020 there was £7.2 million (2019: £7.3 million) of total 
unrecognised compensation costs related to share options. That cost is 
expected to be recognised over a weighted average period of 20 months 
(2019: 19 months).
Share options are satisfied out of newly issued shares.
The weighted average fair value of options granted in the year calculated 
using the Black-Scholes model was as follows:
2020
2019
2018
Fair value of UK options (shares)
128.0p
117.0p
107.0p
Fair value of US options (ADRs)
$8.95
$8.49
$8.09
Weighted average assumptions
UK risk-free interest rate
-0.02%
0.57%
0.78%
US risk-free interest rate
0.31%
1.61%
2.74%
Expected life (months)
48
48
48
Expected volatility
34%
24%
24%
Dividend yield
4.2%
3.8%
3.5%
Options are issued at an exercise price equal to market value on the date 
of grant.
The average share price of the Group for the year ended 31 December 2020 
was £6.96 (2019: £9.39, 2018: £11.56) and the average ADR price for the same 
period was $44.56 (2019: $59.93, 2018: $77.31).
Expected volatility is sourced from external market data and represents the 
historical volatility in the Company’s share price over a period equivalent to 
the expected option life.
Expected life is based on a review of historical exercise behaviour in the context 
of the contractual terms of the options, as described in more detail below.
197
WPP ANNUAL REPORT 2020


FINANCIAL STATEMENTS NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
27. AUTHORISED AND ISSUED SHARE CAPITAL CONTINUED
TERMS OF SHARE OPTION PLANS
In 2015, the Group introduced the Share Option Plan 2015 to replace both 
the "all-employee" Worldwide Share Ownership Plan and the discretionary 
Executive Stock Option Plan. Two kinds of options over ordinary shares can 
be granted, both with a market value exercise price. Firstly, options can be 
granted to employees who have worked at a company owned by WPP plc for 
at least two years which are not subject to performance conditions. Secondly, 
options may be granted on a discretionary basis subject to the satisfaction of 
performance conditions.
The Worldwide Share Ownership Programme was open for participation 
to employees with at least two years’ employment in the Group. It was not 
available to those participating in other share-based incentive programmes 
or to Executive Directors. The vesting period for each grant is three years 
and there are no performance conditions other than continued employment 
with the Group. 
The Executive Stock Option Plan has historically been open for participation 
to WPP Group Leaders, Partners and High Potential Group. It is not currently 
offered to Parent Company Executive Directors. The vesting period is three 
years and performance conditions include achievement of various TSR 
(Total Shareholder Return) and EPS (Earnings Per Share) objectives, as well 
as continued employment. The terms of these stock options are such that if, 
after nine years and eight months, the performance conditions have not 
been met, the stock option will vest automatically.
The Group grants stock options with a life of ten years, including the 
vesting period.
28. OTHER RESERVES
Other reserves comprise the following:
Capital 
redemption 
reserve 
£m
Equity 
reserve1 
£m
Translation 
reserve1 
£m
Total 
other 
reserves1 
£m
1 January 2019
2.7
(236.4)
1,196.1
962.4
Exchange adjustments on foreign 
currency net investments 
–
–
(607.1)
(607.1)
Exchange adjustments recycled to 
the income statement on disposal 
of discontinued operations
–
–
(284.0)
(284.0)
Share cancellations
0.5
–
–
0.5
Recognition and remeasurement of 
financial instruments
–
10.6
–
10.6
Share purchases – close period 
commitments
–
(252.3)
–
(252.3)
31 December 2019
3.2
(478.1)
305.0
(169.9)
Exchange adjustments on foreign 
currency net investments 
–
–
27.5
27.5
Exchange adjustments recycled to 
the income statement on disposal 
of discontinued operations
–
–
(20.6)
(20.6)
Share cancellations
3.2
–
–
3.2
Recognition and remeasurement of 
financial instruments
–
103.5
–
103.5
Share purchases – close period 
commitments
–
252.3
–
252.3
31 December 2020
6.4
(122.3)
311.9
196.0
Note
1	 Figures have been restated as described in the accounting policies.
29. ACQUISITIONS
The Group accounts for acquisitions in accordance with IFRS 3 Business 
Combinations. IFRS 3 requires the acquiree’s identifiable assets, liabilities and 
contingent liabilities (other than non-current assets or disposal groups held for 
sale) to be recognised at fair value at acquisition date. In assessing fair value at 
acquisition date, management make their best estimate of the likely outcome 
where the fair value of an asset or liability may be contingent on a future event. 
In certain instances, the underlying transaction giving rise to an estimate may 
not be resolved until some years after the acquisition date. IFRS 3 requires the 
release to profit of any acquisition reserves which subsequently become 
excess in the same way as any excess costs over those provided at acquisition 
date are charged to profit. At each period end management assess provisions 
and other balances established in respect of acquisitions for their continued 
probability of occurrence and amend the relevant value accordingly through 
the consolidated income statement or as an adjustment to goodwill as 
appropriate under IFRS 3.
Goodwill arising from acquisitions represents the value of synergies with 
our existing portfolio of businesses and skilled staff to deliver services to 
our clients. 
Non-controlling interests in acquired companies are measured at the 
non-controlling interests’ proportionate share of the acquiree’s identifiable 
net assets.
The contribution to revenue and operating profit of acquisitions completed 
in the year was not material. There were no material acquisitions completed 
in the year ended 31 December 2020 or between 31 December 2020 and the 
date the financial statements have been authorised for issue.
30. RELATED PARTY TRANSACTIONS
From time to time the Group enters into transactions with its associate 
undertakings. 
The Group has continuing transactions with Kantar, including sales, purchases, 
the provision of IT services, subleases and property related items. None of 
these were material in the period after 5 December 2019, when Kantar became 
an associate, to 31 December 2019, or in 2020. 
In 2020, revenue of £90.6 million was reported in relation to Compas, an 
associate in the United States. All other transactions in the periods presented 
were immaterial.
The following amounts were outstanding at 31 December:
2020
£m
2019
£m 
Amounts owed by related parties
Kantar
39.0
87.5
Other
27.9
87.5
66.9
175.0
Amounts owed to related parties
Kantar
(5.6)
(36.5)
Other
(36.0)
(49.6)
(41.6)
(86.1)
WPP ANNUAL REPORT 2020
198


FINANCIAL STATEMENTS
COMPANY PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2020
Notes
2020 
£m
2019 
£m
Turnover
−
–
Operating income
0.8
0.5
Operating profit
0.8
0.5
Interest receivable and similar income
0.3
0.1
Interest payable and similar charges
32
(128.1)
(138.9)
Loss on ordinary activities before taxation
(127.0)
(138.3)
Taxation on loss on ordinary activities
33
−
–
Loss for the year
(127.0)
(138.3)
Note
The accompanying notes form an integral part of this profit and loss account.
All results are derived from continuing activities.
There are no recognised gains or losses in either year, other than those shown above, and accordingly no statement of comprehensive income has been prepared.
199
WPP ANNUAL REPORT 2020


FINANCIAL STATEMENTS 
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2020
Notes
2020 
£m
2019 
£m
Fixed assets
Investments
34
13,303.6
13,231.5
13,303.6
13,231.5
Current assets
Debtors due within one year
35
1,997.6
1,647.9
Cash at bank and in hand
0.3
216.8
1,997.9
1,864.7
Current liabilities
Creditors: amounts falling due within one year
36
(9,063.7)
(8,446.3)
Net current liabilities
(7,065.8)
(6,581.6)
Total assets less current liabilities
6,237.8
6,649.9
Creditors: amounts falling due after more than one year
37
(479.7)
(688.3)
Net assets
5,758.1
5,961.6
Capital and reserves
Called-up share capital 
129.6
132.8
Share premium account
570.3
570.3
Other reserves
38
(10.0)
(262.3)
Capital redemption reserve
6.4
3.2
Own shares
(1,045.3)
(1,045.9)
Profit and loss account
6,107.1
6,563.5
Equity shareholders’ funds
5,758.1
5,961.6
Note
The accompanying notes form an integral part of this balance sheet.
The financial statements were approved by the Board of Directors and authorised for issue on 29 April 2021.
	
Mark Read	
John Rogers
Chief Executive Officer	
Chief Financial Officer
Registered Company Number: 111714
WPP ANNUAL REPORT 2020
200


FINANCIAL STATEMENTS
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2020
Ordinary share
 capital 
£m
Share
premium
£m
Other
reserves1
£m
Capital
 redemption
 reserve
£m
Own
shares
£m
Profit and
loss account
 £m
Total 
equity
shareholders’
funds 
£m
Balance at 1 January 2019
133.3
569.7
(10.0)
2.7
(1,046.9)
7,429.6
7,078.4
Ordinary shares issued
–
0.6
–
–
–
–
0.6
Share cancellations
(0.5)
–
–
0.5
–
(47.7)
(47.7)
Treasury share allocations
–
–
–
–
1.0
(1.0)
–
Loss for the year
–
–
–
–
–
(138.3)
(138.3)
Dividends paid
–
–
–
–
–
(750.5)
(750.5)
Non-cash share-based incentive plans (including share options)
–
–
–
–
–
71.4
71.4
Share purchases – close period commitments
–
–
(252.3)
–
–
–
(252.3)
Balance at 31 December 2019
132.8
570.3
(262.3)
3.2
(1,045.9)
6,563.5
5,961.6
Share cancellations
(3.2)
–
–
3.2
–
(281.2)
(281.2)
Treasury share allocations
–
–
–
–
0.6
(0.6)
–
Loss for the year
–
–
–
–
–
(127.0)
(127.0)
Dividends paid
–
–
–
–
–
(122.0)
(122.0)
Non-cash share-based incentive plans (including share options)
–
–
–
–
–
74.4
74.4
Share purchases – close period commitments
–
–
252.3
–
–
–
252.3
Balance at 31 December 2020
129.6
570.3
(10.0)
6.4
(1,045.3)
6,107.1
5,758.1
Notes
The accompanying notes form an integral part of this statement of changes in equity.
1	 Other reserves are analysed in note 38.
201
WPP ANNUAL REPORT 2020


FINANCIAL STATEMENTS 
31. ACCOUNTING POLICIES
The principal accounting policies of WPP plc (the Company) are summarised 
below. These accounting policies have all been applied consistently 
throughout the year and preceding year.
(A) BASIS OF ACCOUNTING
The separate financial statements of the Company are prepared under the 
historical cost convention in accordance with the Companies (Jersey) Law 
1991. The Company meets the definition of a qualifying entity under FRS 100 
(Financial Reporting Standard 100) issued by the Financial Reporting Council.
These financial statements were prepared in accordance with Financial 
Reporting Standard 101 Reduced Disclosure Framework (FRS 101). As permitted 
by FRS 101, the Company has taken advantage of the disclosure exemptions 
available under that standard in relation to share-based payment, financial 
instruments, capital management, 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 are prepared on a going concern basis, 
further details of which are in the Strategic Report on page 94.
(B) TRANSLATION OF FOREIGN CURRENCY
Foreign currency transactions arising from operating activities are translated 
from local currency into pounds sterling at the exchange rates prevailing at the 
date of the transaction. Monetary assets and liabilities denominated in foreign 
currencies at the period end are translated at the period-end exchange rate. 
Foreign currency gains or losses are credited or charged to the profit and loss 
account as they arise.
(C) INVESTMENTS
Fixed asset investments are stated at cost less provision for impairment. 
Investments are tested for impairment annually. At 31 December 2020, the 
recoverable amount was assessed based on the Group's market value and 
exceeded the carrying value at that date.
(D) TAXATION
Current tax is provided at amounts expected to be paid (or recovered) using 
the tax rates and laws that have been enacted or substantively enacted by the 
balance sheet date.
Deferred tax is the tax expected to be payable or recoverable on differences 
between the carrying amounts of assets and liabilities in the financial 
statements and the corresponding tax bases used in the computation of 
taxable profit, and is accounted for using the balance sheet liability method. 
Deferred tax liabilities are recognised for all taxable temporary differences 
unless specifically excepted by IAS 12 Income Taxes. Deferred tax is charged 
or credited in the consolidated income statement, except when it relates to 
items charged or credited to other comprehensive income or directly to equity, 
in which case the deferred tax is also dealt with in other comprehensive 
income or equity. Deferred tax assets are recognised to the extent that it is 
probable that taxable profits will be available against which deductible 
temporary differences can be utilised. Such assets and liabilities are not 
recognised if the temporary difference arises from the initial recognition of 
goodwill or other assets and liabilities (other than in a business combination) 
in a transaction that affects neither the tax profit nor the accounting profit.
(E) GROUP AND TREASURY SHARE TRANSACTIONS
Where a parent entity grants rights to its equity instruments to employees 
of a subsidiary, and such share-based compensation is accounted for as 
equity-settled in the consolidated financial statements of the parent, IFRS 2 
Share-based Payments requires the subsidiary to record an expense for 
such compensation with a corresponding increase recognised in equity as 
a contribution from the parent. Consequently, in the financial statements of 
WPP plc, the Company has recognised an addition to fixed asset investments 
of the aggregate amount of these contributions of £74.4 million in 2020 
(2019: £71.4 million), with a credit to equity for the same amount.
(F) EXPECTED CREDIT LOSSES
Amounts owed by subsidiaries are recorded at amortised cost and are 
reduced by expected credit losses. Under IFRS 9 Financial Instruments, the 
expected credit losses are measured as the difference between the asset’s 
gross carrying amount and the present value of estimated future cash flows 
discounted at the financial asset’s original effective interest rate.
NOTES TO THE COMPANY FINANCIAL STATEMENTS
WPP ANNUAL REPORT 2020
202

NOTES TO THE COMPANY FINANCIAL STATEMENTS 
FINANCIAL STATEMENTS
32. INTEREST PAYABLE AND SIMILAR CHARGES
2020 
£m
2019 
£m
Bank and other interest payable
12.0
26.9
Interest payable to subsidiary undertakings
116.1
112.0
128.1
138.9
33. TAXATION ON LOSS ON ORDINARY ACTIVITIES 
The tax assessed for the year differs from that resulting from applying the 
rate of corporation tax in the UK of 19% (2019: 19%). The differences are 
explained below:
2020 
£m
2019 
£m
Loss on ordinary activities before tax
(127.0)
(138.3)
Tax at the rate of 19% (2019: 19%) thereon
24.1
26.3
Factors affecting tax charge for the year
Group relief not paid for
(23.0)
(26.3)
Items that are not deductible
(1.1)
–
Tax charge for the year
–
–
34. FIXED ASSET INVESTMENTS
The following are included in the net book value of fixed asset investments:
Subsidiary 
undertakings 
£m
Cost
1 January 2019
13,160.1
Additions
71.4
31 December 2019
13,231.5
Additions
74.4
31 December 2020
13,305.9
Accumulated impairment losses and write-downs
1 January 2019 and 31 December 2019
–
Impairment losses for the year
(2.3)
31 December 2020
(2.3)
Net book value
31 December 2020
13,303.6
31 December 2019
13,231.5
1 January 2019
13,160.1
Fixed asset investments primarily represent 100% of the issued share 
capital of WPP Emerald Limited, a company incorporated in Ireland. 
Fixed asset investments were purchased in a share-for-share exchange. 
35. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
The following are included in debtors falling due within one year:
2020 
£m
2019 
£m
Amounts owed by subsidiary undertakings
1,997.3
1,646.8
Other debtors
0.3
1.1
1,997.6
1,647.9
There were no expected credit losses on debtors in the year ended 
31 December 2020 (2019: £nil).
36. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
The following are included in creditors falling due within one year:
2020 
£m
2019 
£m
Bank overdrafts
716.4
1,222.5
Amounts due to subsidiary undertakings
8,344.9
6,964.3
Share purchases – close period commitments
–
252.3
Other creditors and accruals
2.4
7.2
9,063.7
8,446.3
37. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN 
ONE YEAR
The following are included in creditors falling due after more than one year:
2020 
£m
2019 
£m
Amounts due to subsidiary undertakings
479.7
688.3
Total borrowings are repayable as follows:
2020 
£m
2019 
£m
Within one year
9,063.7
8,446.3
Between one and five years
331.4
535.4
Over five years
148.3
152.9
9,543.4
9,134.6
38. EQUITY SHAREHOLDERS’ FUNDS
Other reserves at 31 December 2020 comprise a translation reserve 
of £10.0 million (2019: £10.0 million) and an equity reserve of £nil 
(2019: £252.3 million).
At 31 December 2020 the Company’s distributable reserves amounted to 
£5,622.1 million (2019: £5,825.6 million). Further details of the Company’s 
share capital are shown in note 27.
203
WPP ANNUAL REPORT 2020


FINANCIAL STATEMENTS 
INDEPENDENT AUDITOR’S REPORT  
TO THE MEMBERS OF WPP PLC
REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS
1. OPINION
In our opinion:
	– the financial statements of WPP plc (the ‘Parent Company’) and its 
subsidiaries (the ‘Group’) give a true and fair view of the state of the Group’s 
and of the Parent Company’s affairs as at 31 December 2020 and of the 
Group’s and of the Parent Company’s loss for the year then ended;
	– the Group financial statements have been properly prepared in accordance 
with international accounting standards in conformity with the 
requirements of the International Financial Reporting Standards (IFRSs) as 
adopted by the European Union and IFRSs as issued by the International 
Accounting Standards Board (IASB);
	– the Parent Company financial statements have been properly prepared in 
accordance with United Kingdom Generally Accepted Accounting Practice, 
including Financial Reporting Standard 101 “Reduced Disclosure 
Framework”; and
	– the financial statements have been prepared in accordance with the 
requirements of the Companies Jersey Law 1991.
We have audited the financial statements which comprise:
	– the accounting policies; 
	– the consolidated income statement;
	– the consolidated statement of comprehensive income;
	– the consolidated cash flow statement;
	– the consolidated balance sheet;
	– the consolidated statement of changes in equity;
	– the Parent Company profit and loss account, balance sheet and statement 
of changes in equity; and
	– the related notes 1 to 38.
3. SUMMARY OF OUR AUDIT APPROACH
Key audit matters
The key audit matters that we identified in the current year were:
	– Goodwill 
	– Revenue  !
Within this report, any new key audit matters are identified with  !  and any key audit matters which are similar to the prior year are 
identified with 
.
Materiality
We considered a number of metrics when determining Group materiality, including: pre-tax profit from continuing operations adjusted to 
exclude impairment of goodwill and investments in associates, and retranslation of financial instruments; revenue; and headline EBITDA. 
Our selected materiality figure represents 9.5% of pre-tax profit from continuing operations adjusted to exclude impairment of goodwill 
and investments in associates, and retranslation of financial instruments, 0.4% of revenue (2019: 0.4%) and 2.8% of Headline EBITDA 
(2019: 2.6%).
Scoping
Those entities subject to audit represented 73% of the Group’s consolidated revenue from continuing operations (2019: 75%) achieved 
through a combination of direct testing and specified audit procedures, including substantive analytical review procedures, performed 
by the Group auditor and/or component auditors across the world.
Significant changes 
in our approach
We have revised our assessment of key audit matters as compared to the prior year as discussed below.
The financial reporting framework that has been applied in the preparation of 
the Group financial statements is applicable law and IFRSs as adopted by the 
European Union and IFRSs as issued by the IASB. The financial reporting 
framework that has been applied in the preparation of the Parent Company 
financial statements is applicable law and United Kingdom Accounting 
Standards, including FRS 101 “Reduced Disclosure Framework” (United 
Kingdom Generally Accepted Accounting Practice).
2. 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 are 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 Financial Reporting Council’s (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 provided to the Group and Parent 
Company for the year are disclosed in note 3 to the financial statements. 
We confirm that the non-audit services prohibited by the FRC’s Ethical 
Standard were not provided to the Group or the Parent Company.
We believe that the audit evidence we have obtained is sufficient and 
appropriate to provide a basis for our opinion.
WPP ANNUAL REPORT 2020
204

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WPP PLC
FINANCIAL STATEMENTS
4. 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’s and Parent 
Company’s ability to continue to adopt the going concern basis of accounting 
included:
	– testing the operating effectiveness of controls over management’s going 
concern model, including the review of the inputs and assumptions used in 
the model;
	– identifying the key assumptions and evaluating the appropriateness of these 
assumptions and their consistency with management’s presentations to the 
Board and Audit Committee;
	– comparing the forecasts within the going concern model to recent 
historical financial information;
	– testing the mechanical accuracy of the going concern model;
	– testing the covenant compliance calculations and headroom thereof;
	– confirming the existence and availability of financing facilities; 
	– evaluating the appropriateness of management’s sensitivity analysis 
modelled under their most severe scenario; and 
	– evaluating the disclosures on going concern. 
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's and 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.
In relation to the reporting on how the Group has applied the UK Corporate 
Governance Code, we have nothing material to add or draw attention to in 
relation to the directors’ statement in the financial statements about whether 
the directors considered it appropriate to adopt the going concern basis 
of accounting.
Our responsibilities and the responsibilities of the directors with respect 
to going concern are described in the relevant sections of this report.
5. 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. These matters included 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.
During the year we reassessed the risks of material misstatement in respect of 
revenue recognition, recognising in part the impact of the Covid-19 pandemic 
on the performance of the Group. As a result, revenue recognition for open 
contracts at 31 December 2020 in certain of the Group’s operating companies 
accounted for on a percentage of completion basis has been identified as a 
new key audit matter in the current period.
In the prior year audit we identified assets held for sale and discontinued 
operations in relation to the Kantar disposal as a key audit matter. Given the 
transaction substantially completed during the year ended 31 December 2019, 
assets held for sale and discontinued operations in relation to the Kantar 
disposal is no longer a key audit matter. 
As there were no new significant uncertain tax positions (UTPs) or significant 
changes to existing UTPs which arose during the year, we no longer consider 
UTPs to be a key audit matter.
We determined that going concern is no longer a key audit matter given 
the Group’s trading performance in the year is significantly better than 
management’s most severe scenarios modelled in connection with the directors’ 
going concern assessment in respect of the 2019 financial statements. 
205
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FINANCIAL STATEMENTS INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WPP PLC
Key audit matter description
How the scope of our audit responded to the key audit matter
Key observations
GOODWILL 
(Refer to the Accounting Policies and Notes 3 (Costs of services and general and administrative costs) and 14 (Intangible assets) to the financial statements, 
and the Audit Committee Report)
The Group’s assessment of goodwill for impairment involves 
the comparison of the recoverable amount of goodwill to its 
carrying value at each measurement date, calculated as the 
higher of fair value less costs to sell and value in use. The Group 
used the value in use approach, which uses a discounted cash 
flow model to estimate the recoverable amount of each cash 
generating unit or group of cash generating units and requires 
management to make significant estimates and assumptions 
related to discount rates, short-term forecasts and long-term 
growth rates. The net book value of goodwill was £7,389 million 
as at 31 December 2020 (2019: £10,111 million). In the current year, 
an impairment charge of £2,823 million was recorded (2019: 
£48 million) related to a number of businesses that were either 
underperforming or impacted by the Covid-19 pandemic.
We identified goodwill valuation as a key audit matter because 
of the significant judgements made by management, which 
consider future impacts of the Covid-19 pandemic, to estimate 
the recoverable amount of goodwill, the sensitivity of certain 
inputs to the value in use calculations for certain groups of cash 
generating units, and the increased auditor judgement and level 
of audit effort required to obtain evidence to test these 
significant judgements. Estimates of future performance and 
market conditions used to arrive at the net present value of 
future cash flows at the relevant assessment date, which is used 
within the goodwill impairment analysis, are subjective in nature 
with increased uncertainty as a result of the Covid-19 pandemic. 
Through our risk assessment procedures, we identified those 
inputs that were the most sensitive to the recoverable values 
computed by the value in use calculations for certain groups of 
cash generating units, which enabled us to design our audit 
procedures to address the most significant risk areas in our work, 
focusing on those estimates that are either complex, including 
the discount rate calculations, or subjective in nature, including 
the short-term forecast and long-term growth rates.
Our audit procedures focused on challenging the discount rates, 
short-term forecasts and long-term growth rates used in the 
respective discounted cash flow models to determine the 
recoverable amount of each group of cash generating units and 
included the following audit procedures, among others:
	– We tested the effectiveness of controls over management’s 
selection of long-term growth rates used to determine the 
recoverable amount for each group of cash generating units.
	– We assessed the appropriateness of forecasted revenue and 
operating margin growth rates by comparing with external 
economic data, including peers, market data and wider 
economic forecasts, with a particular focus on the impact 
of Covid-19 on those forecasts.
	– We evaluated management’s ability to accurately forecast 
future revenues and growth rates by comparing actual results 
to management’s historical forecasts. 
	– We assessed the mechanical accuracy of the impairment 
models and the methodology applied by management for 
consistency with the requirements of IAS 36.
	– With the assistance of our valuation specialists, we evaluated 
the appropriateness of the discount rates and long-term 
growth rates used for each group of cash generating units by: 
	– Testing the source information underlying the 
determination of the discount rate and the mathematical 
accuracy of the calculation;
	– Assessing the methodology applied in the discount rate 
calculation against market practice valuation techniques; 
and
	– Assessing the long-term growth rates against 
independently derived weighted average rate for each 
country, based on their GDP forecasts. 
	– We compared the long-term growth rates to independent 
market data to assess the appropriateness of the management’s 
long-term growth rates used within the forecasts.
	– We evaluated the Group’s disclosures on goodwill against 
the requirements of IFRS.
Based on our 
procedures, we 
determined 
management’s 
assumptions used 
in the valuation of 
goodwill to be 
reasonable.
As set out in the 
Audit Committee 
Report on page 130, 
a control weakness was 
identified with respect 
to management’s 
review and selection 
of the appropriate 
discount rates, the 
determination of the 
appropriateness of the 
cash flow periods and 
associated discounting, 
and assumptions in 
respect of working 
capital cash flows 
included in the 
impairment 
calculations.
WPP ANNUAL REPORT 2020
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WPP PLC
FINANCIAL STATEMENTS
Key audit matter description
How the scope of our audit responded to the key audit matter
Key observations
REVENUE RECOGNITION  !
(Refer to the Accounting Policies in the financial statements)
The Group recognises revenue when a performance obligation 
is satisfied, in accordance with the terms of its contractual 
arrangements. Typically, performance obligations are satisfied 
over time as services are rendered. Revenue recognised over 
time is based on the proportion of the service performed, 
using either an input method or an output method, depending 
on the particular arrangement, to measure progress for each 
performance obligation. For most contracts where revenue is 
recognised over time using the input method, costs incurred 
are used as an objective measure of performance. The Group’s 
revenue was £12,003 million for the year ended 31 December 
2020 (2019: £13,234 million). 
We identified the revenue recognition for open contracts at 
31 December 2020 in certain of the Group’s operating companies 
accounted for on a percentage of completion basis as a key audit 
matter because of the management judgement required to 
estimate the proportion of the service performed and therefore 
the revenue to be recognised on these contracts at year end. 
Auditing these estimates was challenging and required extensive 
audit effort and a high degree of auditor judgement given the 
bespoke nature of each contract and limited availability of 
external evidence to support the percentage of completion 
determined. 
Our audit procedures related to the key audit matter for revenue 
recognition included the following, among others:
	– We tested the effectiveness of controls for over time 
recognition of revenue, including management’s controls 
over the recording of costs incurred and estimates of costs to 
complete for the remaining contract performance obligations. 
	– We evaluated the accuracy of management’s previous 
forecasts of costs to complete projects by performing 
retrospective reviews of such estimates as compared to actual 
results for performance obligations that have been fulfilled. 
	– We selected a sample of contracts with customers and 
performed the following:
	– Recalculated revenue recognised based on the percentage 
of completion by obtaining schedules of estimated costs 
to complete from project managers and challenging the 
key underlying assumptions to test their completeness 
and accuracy.
	– Evaluated whether the contracts were properly included in 
management’s calculation of revenue recognised over time 
based on the terms and conditions of each contract and 
confirmed contract values by verifying the values against 
signed agreements and any contract amendments.
	– Tested the completeness and accuracy of costs incurred to 
date to determine fulfilment of the performance obligations.
	– Evaluated the reasonableness and consistency of the 
methods and assumptions used by management to develop 
the estimates of costs to complete.
	– Evaluated management’s ability to achieve the estimates of 
future costs to complete by performing inquiries with the 
Group’s project managers related to project status and 
comparing estimates to project work plans.
	– Tested the mathematical accuracy of cost estimates.
	– Recalculated deferred and accrued income balances based 
on the contract terms, costs incurred to date and remaining 
cost estimates to conclude on the appropriateness of the 
revenue recognised at year end. 
Based on our 
procedures, we 
determined 
management’s 
judgement to estimate 
the proportion of the 
service performed, and 
therefore the revenue 
to be recognised on 
open contracts at year 
end to be reasonable.
207
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FINANCIAL STATEMENTS INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WPP PLC
6. OUR APPLICATION OF MATERIALITY
6.1. MATERIALITY
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the economic decisions of a reasonably 
knowledgeable person would be changed or influenced. We use materiality both in planning the scope of our audit work and in evaluating the results of 
our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group  
financial statements
Parent Company  
financial statements
Materiality
£50 million (2019: £55 million)
£25 million (2019: £22 million)
Basis for determining 
materiality
We considered a number of metrics when determining Group 
materiality, including: pre-tax profit from continuing operations 
adjusted to exclude impairment of goodwill and investments in 
associates, and retranslation of financial instruments; revenue; and 
headline EBITDA. Our selected materiality figure represents 9.5% 
of pre-tax profit from continuing operations adjusted to exclude 
impairment of goodwill and investments in associates, and 
retranslation of financial instruments, 0.4% of revenue (2019: 0.4%) 
and 2.8% of Headline EBITDA (2019: 2.6%).
In 2019, we determined materiality to be £55 million, as 5.6% of 
pre-tax profit from continuing operations. 
The basis for materiality is shareholder's equity. The materiality used 
is less than 1% of shareholders’ equity (2019: less than 1% of 
shareholders’ equity).
Rationale  
for the benchmark 
applied
The significant impairment charges of £3,119 million recognised 
in 2020 caused us to place more emphasis on pre-tax profit from 
continuing operations adjusted to exclude impairment of goodwill 
and investments in associates, and retranslation of financial 
instruments, revenue and Headline EBITDA in our determination 
of materiality this year. 
Due to the nature of the Company as a parent entity holding 
company, we consider shareholders’ equity to be the most 
appropriate basis for materiality. 
PBT
£525m
Group materiality
£50m
Audit Committee 
reporting threshold
£2m
Component materiality
£16.25m
Proﬁt before tax from 
continuing operations 
adjusted to exclude 
goodwill and investment 
in associate impairment 
charges, and retranslation 
of ﬁnancial instruments
Group materiality
WPP ANNUAL REPORT 2020
208

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WPP PLC
FINANCIAL STATEMENTS
6.2. PERFORMANCE MATERIALITY
We set performance materiality at a level lower than materiality to reduce the probability that, in aggregate, uncorrected and undetected misstatements exceed 
the materiality for the financial statements as a whole. 
Group  
financial statements
Parent Company  
financial statements
Performance 
materiality
65% (2019: 60%) of Group materiality
65% (2019: 70%) of Parent Company materiality 
Basis and rationale 
for determining 
performance 
materiality
In determining performance materiality, we considered 
factors including:
	– our risk assessment, including our assessment of the Group’s 
overall control environment and that we consider it appropriate 
to rely on controls, financial processes and systems in the 
majority of areas of the audit; and
	– our past experience of the audit, which has indicated a low 
value of uncorrected misstatements identified in prior periods. 
The Parent Company performance materiality has been set at 65% 
of Parent Company materiality, to align with the Group performance 
materiality threshold used.
7.2. OUR CONSIDERATION OF THE CONTROL ENVIRONMENT 
WPP plc is reliant on the effectiveness of a number of IT applications and 
controls to ensure that financial transactions are processed and recorded 
completely and accurately. As the Group files its financial statements in the US, 
the Group is required to comply with the US Sarbanes Oxley Act. Accordingly, 
we perform testing of the operating effectiveness of internal controls, including 
the general IT controls, over financial reporting in all areas of the audit. 
As set out in the Audit Committee’s report, management identified material 
weaknesses in internal control over financial reporting with respect to three 
areas of financial reporting. We have assessed the impact of these material 
weaknesses on our audit and we have not relied upon controls in our 
substantive testing of the related areas.
7.3. WORKING WITH OTHER AUDITORS
The Group audit team exercises its oversight of component auditors using a 
carefully designed programme, which considers a variety of factors including 
the size of entity and number of significant risks. This programme is put in 
place to ensure that appropriate guidance is provided to the component 
auditors through a combination of:
	– upfront planning meetings with all component teams;
	– site visits;
	– central review of documentation; and
	– risk assessment discussions and detailed review of workpapers.
As a result of the Covid-19 pandemic, our oversight of component auditors 
including site visits was conducted largely remotely using video conferencing.
In years when we elect to not visit a key location, either physically or virtually, we:
	– include the component audit partner in our team planning meeting; 
	– discuss their risk assessment; and 
	– review the documentation of the findings from their work and discuss with 
them as needed.
These are designed so that the Senior Statutory Auditor or a senior member 
of the Group audit team can have oversight of the work of our component 
auditors on a regular basis. In addition we assess the competence of each of 
our component auditors. 
We also hold quarterly meetings with management at a regional and global 
level in order to update our understanding of the Group and its environment 
on an ongoing basis.
6.3. ERROR REPORTING THRESHOLD
We agreed with the Audit Committee that we would report to the Committee 
all audit differences in excess of £2.0 million (2019: £1.5 million), as well as 
differences below that threshold that, in our view, warranted reporting on 
qualitative grounds. The change in the reporting threshold has been made 
following our reassessment of matters requiring communication. We also 
report to the Audit Committee on disclosure matters that we identified when 
assessing the overall presentation of the financial statements.
7. AN OVERVIEW OF THE SCOPE OF OUR AUDIT
7.1. IDENTIFICATION AND SCOPING OF COMPONENTS
In selecting the components that are in scope each year, we refresh and 
update our understanding of the Group and its environment, including 
obtaining an understanding of the Group’s system of internal controls, and 
assessing the risks of material misstatement at the Group level, in order to 
ensure that the components selected for audit provide an appropriate basis 
on which to undertake audit work to address the identified risks of material 
misstatement. Such audit work represents a combination of procedures, 
all of which are designed to target the Group’s identified risks of material 
misstatement in the most effective manner possible. 
Those entities subjected to audit represented 73% of the Group’s consolidated 
revenue from continuing operations (2019: 75%) achieved through a 
combination of direct testing and specified audit procedures, including 
substantive analytical review procedures, performed by the Group auditor and 
component auditors across the world. Our audit work on components is 
executed at levels of materiality appropriate for such components, many of 
which are local statutory materiality levels which in all instances are no higher 
than 50% of Group performance materiality. 
In order to support our conclusion that there were no significant risks of 
material misstatement of the aggregated financial information of the remaining 
components, we tested the consolidation process and performed analytical 
procedures at both the Group level and component level for components 
deemed to be out-of-scope.
Revenue
27%
73%
Full audit scope
Scoped out
209
WPP ANNUAL REPORT 2020


FINANCIAL STATEMENTS INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WPP PLC
8. OTHER INFORMATION
The other information comprises the information included in the annual 
report, other than the financial statements and our auditor’s report thereon. 
The directors are responsible for the other information contained within the 
annual report. 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.
9. 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.
10. 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.
A further description of our responsibilities for the audit of the financial statements 
is located on the FRC’s website at: frc.org.uk/auditorsresponsibilities. 
This description forms part of our auditor’s report.
11. EXTENT TO WHICH THE AUDIT WAS CONSIDERED 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.
11.1. IDENTIFYING AND ASSESSING POTENTIAL RISKS RELATED TO 
IRREGULARITIES
In identifying and assessing risks of material misstatement in respect of 
irregularities, including fraud and non-compliance with laws and regulations, 
we considered the following:
	– the nature of the industry and sector, control environment and business 
performance including the design of the Group’s remuneration policies, key 
drivers for directors’ remuneration, bonus levels and performance targets;
	– the Group’s own assessment of the risks that irregularities may occur either 
as a result of fraud or error that was approved by the board;
	– results of our enquiries of management, the Group’s general counsel, 
internal audit and the audit committee about their own identification and 
assessment of the risks of irregularities; 
	– any matters we identified having obtained and reviewed the Group’s 
documentation of their policies and procedures relating to:
	– identifying, evaluating and complying with laws and regulations and 
whether they were aware of any instances of non-compliance;
	– detecting and responding to the risks of fraud and whether they have 
knowledge of any actual, suspected or alleged fraud;
	– the internal controls established to mitigate risks of fraud or non-
compliance with laws and regulations; and
	– the matters discussed among the audit engagement team including 
significant component audit teams and relevant internal specialists, 
including tax, valuations, pensions and IT specialists regarding how and 
where fraud might occur in the financial statements and any potential 
indicators of fraud.
As a result of these procedures, we considered the opportunities and 
incentives that may exist within the organisation for fraud and identified the 
greatest potential for fraud in the areas of goodwill impairment and revenue 
recognition related to open contracts at year-end accounted for using the 
percentage of completion method. In common with all audits under ISAs (UK), 
we are also required to perform specific procedures to respond to the risk of 
management override.
We also obtained an understanding of the legal and regulatory frameworks 
that the Group operates in, focusing on provisions of those laws and 
regulations that had a direct effect on the determination of material amounts 
and disclosures in the financial statements. The key laws and regulations we 
considered in this context included the Securities and Exchange Commission 
rules, Securities Law in the UK and US, the UK Listing Rules, Companies (Jersey) 
Law and tax legislation in the Group’s various jurisdictions. 
In addition, we considered provisions of other laws and regulations that do not 
have a direct effect on the financial statements but compliance with which 
may be fundamental to the Group’s ability to operate or to avoid a material 
penalty. These included the US Foreign Corrupt Practices Act and the UK 
Bribery Act. 
11.2. AUDIT RESPONSE TO RISKS IDENTIFIED
As a result of performing the above, we identified goodwill impairment and 
revenue recognition related to open contracts at year-end accounted for using 
the percentage of completion method as key audit matters related to the 
potential risk of fraud. The key audit matters section of our report explains the 
matters in more detail and also describes the specific procedures we 
performed in response to those key audit matters.
WPP ANNUAL REPORT 2020
210

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WPP PLC
FINANCIAL STATEMENTS
Our procedures to respond to risks identified included the following:
	– reviewing the financial statement disclosures and testing to supporting 
documentation to assess compliance with provisions of relevant laws and 
regulations described as having a direct effect on the financial statements;
	– enquiring of management, the audit committee and external legal counsel 
concerning actual and potential litigation and claims;
	– performing analytical procedures to identify any unusual or unexpected 
relationships that may indicate risks of material misstatement due to fraud;
	– reading minutes of meetings of those charged with governance, reviewing 
internal audit reports and reviewing correspondence with relevant tax 
authorities; and
	– in addressing the risk of fraud through management override of controls, 
testing the appropriateness of journal entries and other adjustments; 
assessing whether the judgements made in making accounting estimates 
are indicative of a potential bias; and evaluating the business rationale of 
any significant transactions that are unusual or outside the normal course 
of business.
We also communicated relevant identified laws and regulations and potential 
fraud risks to all engagement team members including internal specialists and 
significant component audit teams, and remained alert to any indications of 
fraud or non-compliance with laws and regulations throughout the audit.
REPORT ON OTHER LEGAL AND REGULATORY REQUIREMENTS
12. OPINIONS ON OTHER MATTERS PRESCRIBED BY OUR 
ENGAGEMENT LETTER
In our opinion the part of the directors’ remuneration report to be audited has 
been properly prepared in accordance with the Companies Act 2006 as if that 
Act had applied to the Group.
In our opinion, based on the work undertaken in the course of the audit:
	– the information given in the strategic report and the corporate governance 
report for the financial year for which the financial statements are prepared 
is consistent with the financial statements; and
	– the strategic report and the corporate governance report have been 
prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent 
Company and their environment obtained in the course of the audit, we have 
not identified any material misstatements in the strategic report or the 
directors’ report.
13. CORPORATE GOVERNANCE STATEMENT
The Listing Rules require us to review the directors' statement in relation 
to going concern, longer-term viability and that part of the Corporate 
Governance Statement relating to the Group’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 and our knowledge 
obtained during the audit: 
	– 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 94;
	– the directors’ explanation as to its assessment of the Group’s prospects, the 
period this assessment covers and why the period is appropriate set out on 
page 94;
	– the directors' statement on fair, balanced and understandable set out on 
page 155;
	– the board’s confirmation that it has carried out a robust assessment of the 
emerging and principal risks set out on pages 95-101;
	– the section of the annual report that describes the review of effectiveness 
of risk management and internal control systems set out on page 130; and
	– the section describing the work of the audit committee set out on pages 
128-132.
14. MATTERS ON WHICH WE ARE REQUIRED TO REPORT 
BY EXCEPTION
14.1. ADEQUACY OF EXPLANATIONS RECEIVED AND ACCOUNTING RECORDS
Under the Companies (Jersey) Law 1991 we are required to report to you if, 
in our opinion:
	– we have not received all the information and explanations we require for our 
audit; or
	– proper 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 are not in agreement with the 
accounting records and returns.
We have nothing to report in respect of these matters.
14.2 DIRECTORS’ REMUNERATION
Under our engagement letter we are also required to report if in our opinion 
certain disclosures of directors’ remuneration have not been made or the part 
of the directors’ remuneration report to be audited is not in agreement with 
the accounting records and returns.
We have nothing to report in respect of these matters.
15. OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESS
15.1. AUDITOR TENURE
Following the recommendation of the audit committee, we were appointed 
by the Company at the Annual General Meeting on 20 May 2002 to audit the 
financial statements for the year ending 31 December 2002 and subsequent 
financial periods. The period of total uninterrupted engagement including 
previous renewals and reappointments of the firm is 19 years, covering the 
years ending 31 December 2002 to 31 December 2020.
15.2. CONSISTENCY OF THE AUDIT REPORT WITH THE ADDITIONAL REPORT 
TO THE AUDIT COMMITTEE
Our audit opinion is consistent with the additional report to the audit 
committee we are required to provide in accordance with ISAs (UK).
16. USE OF OUR REPORT
This report is made solely to the Company’s members, as a body, in 
accordance with Article 113A of the Companies (Jersey) Law 1991. Our audit 
work has been undertaken so that we might state to the 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 Company and the Company’s 
members as a body, for our audit work, for this report, or for the opinions we 
have formed.
Robert Topley, FCA 
For and on behalf of Deloitte LLP 
Recognized auditor 
London, United Kingdom 
29 April 2021
211
WPP ANNUAL REPORT 2020


FINANCIAL STATEMENTS 
Headline operating profit margin before and after share of results of associates:
Continuing operations
Margin
%
2020 
£m
Margin
%
2019 
£m
Margin
%
2018 
£m
Revenue less pass-
through costs
9,762.0
10,846.5
10,875.7
Headline operating profit
12.9 1,260.5
14.4
1,560.6
15.2
1,651.2
Share of results of 
associates (excluding 
exceptional gains/losses)
10.1
62.5
72.0
Headline PBIT
13.0 1,270.6
15.0
1,623.1
15.8
1,723.2
Calculation of headline EBITDA:
Continuing operations
2020
£m 
2019 
£m
2018 
£m
Headline PBIT (as above)
1,270.6
1,623.1
1,723.2
Depreciation of property, plant and equipment
174.8
185.5
188.6
Amortisation of other intangible assets
35.2
21.2
20.7
Headline EBITDA (including depreciation  
of right-of-use assets)
1,480.6
1,829.8
1,932.5
Depreciation of right-of-use assets
331.9
301.6
–
Headline EBITDA
1,812.5
2,131.4
1,932.5
Headline EBITDA is a key metric that private equity firms, for example, use for 
valuing companies, and is one of the metrics that management uses to assess 
the performance of the business. Headline EBITDA (including depreciation of 
right-of-use assets) is used in the Group’s key leverage metric.
Reconciliation of (loss)/profit before taxation to headline PBT and headline 
earnings:
Continuing operations
2020
£m 
20191 
£m
20181 
£m
(Loss)/profit before taxation
(2,790.6) 1,214.3
1,019.3
Amortisation and impairment of acquired 
intangible assets
89.1
121.5
201.8
Goodwill impairment
2,822.9
47.7
176.5
Gains on disposal of investments and subsidiaries
(7.8)
(40.4)
(237.9)
Gains on remeasurement of equity interests 
arising from a change in scope of ownership
(0.6)
(0.4)
(2.0)
Investment and other write-downs
296.2
7.5
2.0
Restructuring and transformation costs
80.7
153.5
265.5
Restructuring costs in relation to Covid-19
232.5
–
–
Share of exceptional losses of associates
146.1
47.8
41.5
Litigation settlement
25.6
(16.8)
–
Gain on sale of freehold property in New York
–
(7.9)
–
Revaluation and retranslation of financial 
instruments
147.2
(163.8)
76.3
Headline PBT
1,041.3
1,363.0 1,543.0
Headline tax charge
(242.1)
(299.6)
(320.1)
Headline non-controlling interests
(58.9)
(79.2)
(69.8)
Headline earnings
740.3
984.2
1,153.1
Note
1	 Figures have been restated as described in the accounting policies.
Headline PBT and headline earnings are metrics that management use to 
assess the performance of the business.
RECONCILIATION TO NON-GAAP MEASURES OF PERFORMANCE
Management includes non-GAAP measures as they consider these measures 
to be both useful and necessary. They are used by management for internal 
performance analyses; the presentation of these measures facilitates 
comparability with other companies, although management’s measures may 
not be calculated in the same way as similarly titled measures reported by 
other companies; and these measures are useful in connection with 
discussions with the investment community. 
Reconciliation of revenue to revenue less pass-through costs:
Continuing operations
2020
£m 
2019 
£m
2018 
£m
Revenue
12,002.8
13,234.1
13,046.7
Media pass-through costs
(1,555.2)
(1,656.2)
(1,458.0)
Other pass-through costs
(685.6)
 (731.4)
(713.0)
Revenue less pass-through costs
9,762.0
10,846.5
 10,875.7
Pass-through costs comprise fees paid to external suppliers when they are 
engaged to perform part or all of a specific project and are charged directly 
to clients. This includes the cost of media where the Group is buying digital 
media for its own account on a transparent opt-in basis and, as a result, the 
subsequent media pass-through costs have to be accounted for as revenue, 
as well as billings. Therefore, management considers that revenue less 
pass-through costs gives a helpful reflection of top-line growth.
Reconciliation of operating (loss)/profit to headline operating profit:
Continuing operations
2020
£m 
2019 
£m
20181 
£m
Operating (loss)/profit
(2,278.1)
1,295.9
1,245.3
Amortisation and impairment of acquired 
intangible assets
89.1
121.5
201.8
Goodwill impairment
2,822.9
47.7
176.5
Gains on disposal of investments and 
subsidiaries
(7.8)
(40.4)
(237.9)
Gains on remeasurement of equity interests 
arising from a change in scope  
of ownership
(0.6)
(0.4)
(2.0)
Investment and other write-downs
296.2
7.5
2.0
Litigation settlement
25.6
(16.8)
–
Gain on sale of freehold property in New York
–
(7.9)
–
Restructuring and transformation costs
80.7
153.5
265.5
Restructuring costs in relation to Covid-19
232.5
–
–
Headline operating profit
1,260.5
1,560.6
1,651.2
Finance and investment income
82.7
99.0
98.9
Finance costs (excluding interest expense 
related to lease liabilities)
(211.0)
(259.4)
(279.1)
(128.3)
(160.4)
(180.2)
Interest cover2 on headline operating profit
9.8
times
9.7
 times
9.2
 times
Notes
1	 Figures have been restated as described in the accounting policies.
2	 Interest expense related to lease liabilities is excluded from interest cover as lease liabilities are 
excluded from the Group’s key leverage metrics.
Headline operating profit is one of the metrics that management uses to 
assess the performance of the business. 
WPP ANNUAL REPORT 2020
212

FINANCIAL STATEMENTS

RECONCILIATION TO NON-GAAP MEASURES OF PERFORMANCE
Calculation of headline taxation: 
Continuing operations
2020 
£m
2019 
£m
2018 
£m
Headline PBT
1,041.3
1,363.0 1,543.0
Share of results of associates  
(excluding exceptional gains/losses)
(10.1)
(62.5)
(72.0)
Headline PBT excluding headline share of results 
of associates
1,031.2 1,300.5
1,471.0
Tax charge
129.3
275.0
256.0
Tax charge relating to gains on 
disposal of investments and subsidiaries 
(2.7)
(6.9)
(0.8)
Tax credit relating to gain on sale of  
freehold property in New York
–
0.5
–
Tax credit/(charge) relating to litigation settlement
5.4
(4.2)
–
Deferred tax impact of the amortisation of acquired 
intangible assets and other goodwill items
36.0
13.3
12.9
Tax credit relating to restructuring 
and transformation costs
14.3
29.2
41.1
Tax credit relating to restructuring 
and transformation costs in relation to Covid-19
51.2
–
–
Tax impact of US tax reform
–
–
11.6
Deferred tax relating to gains on  
disposal of investments and subsidiaries
8.6
(7.3)
(0.7)
Headline tax charge
242.1
299.6
320.1
Headline tax rate
23.5%
23.0%
21.8%
Following the disposal of a majority stake in Kantar and its subsequent 
classification as an associate in December 2019, the Group considers the most 
relevant metric to assess the underlying tax charge is to use the headline tax 
charge on headline PBT excluding the share of headline results of associates, 
as the tax charge on associate income is reflected within the share of results 
of associates. On this basis, the headline tax rate was 23.5% (2019: 23.0%, 
2018: 21.8%).
Given the Group’s geographic mix of profits and the changing international tax 
environment, the headline tax rate is expected to increase slightly over the 
next few years. 
Calculation of headline non-controlling interests:
Continuing operations
2020
£m 
2019 
£m
2018 
£m
Non-controlling interests
53.9
79.2
65.1
Non-controlling interests relating to restructuring 
costs in relation to Covid-19
5.0
–
–
Non-controlling interests relating to restructuring 
and transformation costs
–
–
4.7
Headline non-controlling interests
58.9
79.2
69.8
Reconciliation of free cash flow:
2020 
£m
2019 
£m
2018 
£m
Cash generated by continuing and discontinued 
operations (note 11)
2,583.9 2,693.2
2,174.7
Plus
Interest received
73.6
80.8
90.4
Investment income
8.7
18.3
15.4
Dividends from associates
32.5
33.3
49.7
Share option proceeds
–
0.6
1.2
Less 
Earnout payments
(115.2)
(130.2)
(120.2)
Interest and similar charges paid
(173.9)
(270.6)
(252.8)
Purchases of property, plant and equipment
(218.3)
(339.3)
(314.8)
Purchase of other intangible assets (including 
capitalised computer software)
(54.4)
(54.8)
(60.4)
Repayment of lease liabilities
(300.1)
(249.8)
–
Interest paid on lease liabilities
(98.5)
(105.1)
–
Corporation and overseas tax paid
(371.5)
(536.0)
(383.6)
Dividends paid to non-controlling interests in 
subsidiary undertakings
(83.3)
(96.2)
(106.2)
Free cash flow
1,283.5 1,044.2
1,093.4
The Group bases its internal cash flow objectives on free cash flow. 
Management believes free cash flow is meaningful to investors because it is 
the measure of the Group’s funds available for acquisition related payments, 
dividends to shareholders, share repurchases and debt repayment. The purpose 
of presenting free cash flow is to indicate the ongoing cash generation within the 
control of the Group after taking account of the necessary cash expenditures 
of maintaining the capital and operating structure of the Group (in the form of 
payments of interest, corporate taxation and capital expenditure).
CONSTANT CURRENCY AND PRO FORMA (‘LIKE-FOR-LIKE’)
These consolidated financial statements are presented in pounds sterling. 
However, the Group’s significant international operations give rise to 
fluctuations in foreign exchange rates. To neutralise foreign exchange impact 
and illustrate the underlying change in revenue and profit from one year to the 
next, the Group has adopted the practice of discussing results in both reportable 
currency (local currency results translated into pounds sterling at the 
prevailing foreign exchange rate) and constant currency. 
Management also believes that discussing pro forma or like-for-like contributes 
to the understanding of the Group’s performance and trends because it allows 
for meaningful comparisons of the current year to that of prior years.
Further details of the constant currency and pro forma methods are given in 
the Financial Glossary on pages 225 and 226.
213
WPP ANNUAL REPORT 2020


ADDITIONAL INFORMATION
214
WPP ANNUAL REPORT 2020


ADDITIONAL 
INFORMATION
Task Force on Climate-related  
Financial Disclosures statement
216 
Other statutory information
219 
Shareholder information
220 
Adjustment of 30 June 2020  
goodwill impairment
223 
Five-year summary
224 
Financial glossary
225 
Where to find us
228 
215
WPP ANNUAL REPORT 2020

TASK FORCE ON CLIMATE-RELATED  
FINANCIAL DISCLOSURES STATEMENT
We support the Task Force on Climate-related Financial Disclosures and aim 
to develop our disclosures in line with its recommendations. This voluntary 
framework seeks to encourage businesses to disclose climate-related risks 
and opportunities and is structured around four themes: governance, strategy, 
risk management, and metrics and targets. Our disclosure, across these four 
themes, is set out below. WPP’s overall approach to risk management and a 
summary of our principal risks can be found on pages 90-101 of this Annual 
Report. Our CDP response provides further disclosures on our approach to 
climate change and is available at cdp.net/en.
GOVERNANCE
Our Executive Directors have overall responsibility for climate-related risks 
and opportunities and our performance on carbon reduction is integrated into 
their incentive plans. At Board level, the Sustainability Committee steers our 
approach and is attended by both the CEO and CFO, as well as experienced 
Non-Executive Directors. The Committee meets at least four times per year. 
Its remit includes reviewing our sustainability strategy and evaluating our 
performance against targets and commitments. As our clients integrate 
climate adaptation and mitigation into their business strategies, the 
Committee will review the growth of services which maximise their success. 
It will also review climate adaptation and transition plans, including steps to 
ensure that our Campuses and offices are resilient to extreme weather and 
that we are meeting growing regulatory requirements that face both WPP 
and its clients. In 2020, climate strategy was discussed at all meetings as the 
Committee monitored the development of WPP’s science-based carbon 
target and net zero strategy.
Our Executive Committee working group on sustainability also works to 
guide our strategy and oversee our approach across agencies. This group 
includes WPP’s Chief Financial Officer, Chief Marketing and Growth Officer, 
Group Chief Counsel, and agency CEOs. The wider Executive Committee 
includes the leaders of WPP’s largest agencies and Group functional leaders. 
In 2021, we will build implementation plans for our sustainability strategy, 
net zero carbon commitments, and climate-related risk and opportunity 
management. Further information on sustainability governance is provided 
on page 89 of this Annual Report. 
IDENTIFYING CLIMATE RISK AND OPPORTUNITY
Sustainability risks are integrated into our overall risk management processes. 
Performance and updated risk implications are reviewed by the Audit Committee 
on a regular basis. Assessment of risk is informed by feedback from investors, 
clients and our people. Our overall risk management process is outlined on 
pages 90-101 and climate change risk is included as an emerging risk as part 
of our principal risks and uncertainties disclosure on page 101. WPP has 
implemented Risk Committees in our operating companies with the aim of 
ensuring accountability at the network level to monitor risk and compliance 
and we are embedding climate risks in their agendas. Our business integrity 
programme is integral to ensuring that the policies, procedures and control 
environment set by the Board are understood and adhered to across all 
geographies and markets. In 2020, the business continuity implications of 
physical climate change and the risk of not meeting WPP’s sustainability 
commitments was integrated into the Business Integrity function’s annual 
risk assessment. 
The Board Sustainability Committee reviews WPP’s climate-related risks and 
opportunities on an annual basis. This analysis is informed by interviews with 
sustainability and consumer experts from within WPP’s agencies and external 
data sources including Maplecroft’s Climate Change Exposure Index and the 
Intergovernmental Panel on Climate Change (IPCC) Representative 
Concentration Pathways (RCPs). Factors considered include regulatory 
requirements, reputational risk, physical risks, and opportunities to advise 
our clients. Evaluation criteria include relevance to our industry, relevance 
to sustainability, regulatory and legal risks, financial implications and the 
operations affected. 
WPP ANNUAL REPORT 2020

ADDITIONAL INFORMATION
216

KEY
  Risk
  Opportunity

ADDITIONAL INFORMATION
CLIMATE-RELATED 
RISK OR 
OPPORTUNITY
POTENTIAL IMPACT
HOW IT IS MANAGED
PHYSICAL RISKS AND OPPORTUNITIES
Increased frequency 
of extreme weather 
and climate-related 
natural disasters 
This includes storms, flooding, wildfires and 
water and heat stress which can damage our 
buildings, jeopardise the safety of our people 
and significantly disrupt our operations. 
Our assessment of physical climate risk on our 
Campus buildings shows that 10% of headcount 
will be located in countries at “extreme” risk from 
the physical impacts of climate change in the 
next 30 years, up from 9% in 2019. In addition, 15% 
of our headcount is in markets where climate risk 
exposure has increased by more than 10% in the 
past five years1. This includes our operations in 
Canada, China, Italy, Turkey and the United Arab 
Emirates.
Co-locating our people through our Campus strategy has enabled 
us to centralise emergency preparedness procedures. In 2021 we 
will integrate climate-related risk assessment into the technical due 
diligence suite that we follow when we invest in a new Campus 
building. This will help to ensure that material acute and chronic 
physical climate risks are considered in design and embedded into 
business continuity procedures. Further details on our Campus 
strategy are outlined on page 44.
Our annual risk assessment identified the need to develop tools and 
guidance to support our People teams in identifying and responding 
to emergent physical climate risk. In 2021, we will work with our 
Business Integrity function to develop resources and deploy them 
across WPP agencies. 
TRANSITION RISKS AND OPPORTUNITIES
Increased demand for 
sustainable products 
and services
Our clients are grappling with sustainability 
challenges and looking to transition their business 
models away from fossil fuels. For example, 64% 
of our top 50 clients have committed to setting 
science-based carbon reduction targets, 
representing 33% of total revenues in 2020. 
As clients increase their ambitions in this space, 
there is an opportunity for WPP to grow revenues 
from products and services which support the 
sustainability ambitions of our clients as they 
transition their businesses away from fossil fuels. 
This may include developing low or net zero 
marketing and ecommerce services, developing 
sustainability-focused brand strategies, and 
promoting sustainable consumption norms 
to consumers.
To realise this opportunity, we will need to invest in the innovation 
and growth of sustainability-focused services. 
Our sustainability strategy (see page 68) outlines our commitment to 
developing products and services which enable our clients to adopt 
leadership positions on climate change and exceed the expectations 
of consumers.
In 2020 we increased investment in our virtual advertising production 
capability, which reduces the emissions and environmental impact of 
production shoots. 
Increasingly, our agencies are hiring for sustainability-focused 
leadership roles. We expect this community to continue to grow. 
Additionally, we are evaluating whether to increase our sustainability 
resources for clients organically or by acquisition. 
We are already upskilling our people in carbon reduction and 
climate-related issues. In 2020, we started training our people to 
deliver net zero products and services through programmes such as 
AdGreen (page 72) and to innovate on behalf of our clients through 
initiatives like Change the Brief. Through our strategy, we will be 
developing materials and training programmes to upskill our people 
on climate-related issues.
CLIMATE CHANGE AND OUR STRATEGY
The nature of the risks and opportunities that we face depend not just on the 
physical aspects of climate change, but also on: the trajectory our clients take 
in adapting their business models; regulations in the markets in which we 
operate; and our ability to understand and shape a culture of climate action. 
Our response to our principal climate risks and opportunities involves a range 
of WPP Group functions and responses by our companies.
TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES STATEMENT
1	 Based on the Maplecroft Climate Risk Exposure Index values, December 2020.
217
WPP ANNUAL REPORT 2020
ADDITIONAL INFORMATION

MONITORING OUR PROGRESS
We have been reporting on our performance on carbon emissions’ reduction 
since 2006. Our carbon emissions’ statement is included on page 219 of WPP’s 
2020 Sustainability Report. In 2020 and early 2021 we worked with the 
consultancy Carbon Intelligence to develop a net zero carbon strategy. WPP 
has committed to setting carbon reduction targets in line with Science Based 
Targets initiative (SBTi) requirements for 1.5°C and is a signatory to the 
Business Ambition for 1.5°C. This year we have published our full scope 3 
inventory for the first time (see wpp.com/netzero). WPP’s net zero strategy 
and the metrics we will use to monitor its implementation and progress are 
outlined on page 81 and in the Planet chapter of our Sustainability Report 
2020. Our most material climate-related opportunities relate to our client 
work. As part of our sustainability strategy we will develop metrics which 
track the growth of sustainable products and services. Examples of work 
relating to climate change are included in our downloadable Sustainability 
Report 2020: wpp.com/sustainability.
1	 WPP, Data 2030: what does the future of data look like.
CLIMATE-RELATED 
RISK OR 
OPPORTUNITY
POTENTIAL IMPACT
HOW IT IS MANAGED
TRANSITION RISKS AND OPPORTUNITIES
Achieving resource 
efficiencies through 
cutting our carbon 
footprint and improving 
energy efficiency
Through carbon reduction initiatives we have the 
opportunity to decrease the costs associated with 
energy use and avoid increased costs associated 
with carbon taxation. This relates both to our 
buildings, and to energy-intense activities such 
as data storage. 
Through energy audits we have identified that 
moving to offices which are certified to advanced 
sustainability standards reduced energy 
consumption by 21% per location. As part of our 
net zero strategy we are working to identify the 
potential cost savings of embedding best-
practice solutions in our buildings. 
Our industry is increasingly reliant on data, 
digital content and centralised cloud computing. 
In coming years, we expect to see an increase in 
externality taxes designed to curb the carbon 
emissions associated with data storage, which 
may lead to companies embedding data 
minimisation strategies1. This creates an 
opportunity for networks such as WPP, which are 
following a policy of using data well rather than 
focusing on collection, to emerge as practice 
leaders and drive innovation.
Through our Campus strategy we have been driving energy 
efficiency gains by ensuring that all buildings with a floor space 
exceeding 50,000 square feet will be certified to advanced 
sustainability standards including LEED and BREEAM. As part of our 
net zero strategy we are working with our real estate function to 
embed sustainability best practice into our Campus strategy. For 
more details see our Sustainability Report.
We are working to embed our net zero ambitions in our data and AI 
strategy to maximise carbon reduction opportunities. This includes 
through traditional methods such as embedding the use of efficient 
hardware and renewable energy into purchasing decisions, and by 
pursuing data minimisation, federation and virtualisation solutions 
which reduce energy consumption by keeping data in its place 
of origin.
Increased reputational 
risk associated with 
misrepresenting 
environmental claims in 
marketing and 
advertising content
As consumer consciousness around climate 
change rises, there is increased scrutiny of 
our sector’s role in driving unsustainable 
consumption. Increased regulatory scrutiny, 
including government consultations, 
demonstrates the growing reputational, 
financial and regulatory risks associated with 
the misrepresentation of environmental claims 
in marketing and advertising content.
The misrepresentation of environmental issues is governed by our 
Code of Conduct, which makes clear that we will not take on work 
or produce content that is designed or intended to mislead. We train 
our people on avoiding misleading work through our online ethics 
training, How We Behave, on joining and then on a regular basis, 
including after each update. Our people, suppliers and partners can 
report concerns or suspected cases of misconduct through our 
independently managed Right to Speak facility. For further details, 
see “Policies, Procedures and Culture” (page 91). 
Through our sustainability strategy, we are developing additional 
training and resources to help our people to avoid misrepresentation 
in the work we do on behalf of clients. 
Increased reputational 
risk associated with 
working with oil and 
gas companies and 
taking on 
environmentally 
detrimental briefs
WPP agencies are working with a number of 
energy clients. In many cases we are helping 
them to reshape their strategies and to embed 
the principles of sustainability within their 
operations, products and marketing. 
Working with oil and gas companies, or 
associated industry groups, who are not actively 
decarbonising could result in weakened 
employee morale, lower client confidence and 
greater regulatory burden.
Our sustainability strategy outlines our commitment to supporting 
our clients’ on their sustainability journeys (see page 72). We are 
reviewing our policies to reduce the risk that any client brief 
undermines the implementation of the Paris Agreement.
WPP ANNUAL REPORT 2020
218

ADDITIONAL INFORMATION TASK FORCE ON CLIMATE-RELATED FINANCIAL DISCLOSURES STATEMENT

CARBON EMISSIONS STATEMENT
CO2e EMISSIONS BREAKDOWN (TONNES OF CO2e)
Emissions source
2020
2019
2018
Continuing operations
Scope 1
Natural Gas
4,069
6,299
5,804
Diesel and Heating Oil
692
541
1,505
Company cars1
17,041
18,175
n/a
Total scope 1
21,802
25,015
7,309
Scope 2
Scope 2 emissions from standard electricity (location-based)
28,984
56,421
66,848
Scope 2 emissions from green and renewable electricity (location-based)
31,671
27,324
26,370
Scope 2 emissions from heat and steam 
1,177
1,820
1,925
Total scope 2 (location-based)
61,832
85,565
95,143
Scope 2 emissions from standard electricity (market-based)
28,983
60,750
71,905
Scope 2 emissions from green and renewable electricity (market-based)
0
0
0
Scope 2 emissions from heat and steam 
1,177
1,820
1,925
Total scope 2 (market-based)1
30,160
62,570
73,830
Total scope 1 and 2
Total scope 1 and 2 CO2e emissions (location-based)
83,634
110,580
102,452
Total scope 1 and 2 CO2e emissions (market-based)
51,962
87,585
81,139
Scope 3
Business air travel
23,325
122,967
131,313
Total scope 31
23,325
122,967
131,313
WPP’S CARBON INTENSITY (TONNES OF CO2e)
Intensity metric
2020
2019
2018
Total scope 1 and 2
Tonnes CO2e per full-time employee (market-based)
0.52
0.82
0.76
Tonnes CO2e per £million revenue (market-based)
4.33
6.62
6.22
Scope 3
Tonnes CO2e per full time employee
0.23
1.15
1.24
NOTES TO CARBON EMISSIONS STATEMENT 2020
Our carbon emissions statement has been prepared in accordance with the 
Greenhouse Gas Protocol and aligns with the scope 2 market-based emissions 
methodology guidance. Our reporting incorporates carbon dioxide equivalent 
emissions from building energy use and business air travel. Emissions data is 
included for all operations for which WPP and its subsidiaries have operational 
control. Associate companies are excluded. This covers 99,830 people. 
1	 As part of our net zero strategy we have updated our emissions 
methodology. We are therefore restating our 2019 carbon emissions to 
capture best practice in emissions reporting and ensure the best possible 
baseline for our carbon reduction targets. Updates to our methodology have 
incorporated reporting on the emissions associated with company cars, 
updating our business air travel emissions factors to include radiative forcing 
and rectifying a material error found in the 2019 emissions factor applied for 
Australia. Further details of the restatement are included in the content index 
of our Sustainability Report. 
Our carbon data is reviewed by Bureau Veritas, an independent assurance 
provider. See its Independent Verification Statement on our website 
wpp.com/sustainability. Additional information on our carbon emissions 
methodology is included in our Sustainability Report.
OTHER STATUTORY INFORMATION
219
WPP ANNUAL REPORT 2020

ADDITIONAL INFORMATION

SHARE CAPITAL AND CONTROL
Details of our issued share capital and the number of shares held in Treasury 
as at 31 December 2020 can be found in note 27 to the financial statements.
Our ordinary shares are listed on the London Stock Exchange (LSE) and are also 
quoted on the New York Stock Exchange (NYSE) in the form of American 
Depositary Receipts (ADRs).
The rights and obligations relating to the ordinary share capital are outlined in 
the Articles of Association; there are no restrictions on transfer, no restrictions 
on voting rights and no securities carry special voting rights with regard to 
control of the Company.
At the AGM on 10 June 2020, shareholders passed resolutions authorising the 
Company, in accordance with its Articles, to allot shares up to a maximum 
nominal amount of £40,844,302 of which £6,126,645 could be allotted for cash 
free of statutory pre-emption rights. In the year under review no shares were 
issued for cash free from pre-emption rights. Details of share capital 
movements are given in note 27 to the financial statements on pages 196-198.
AUTHORITY FOR PURCHASE OF OWN SHARES
At the AGM on 10 June 2020, shareholders passed a special resolution 
authorising the Company, in accordance with its Articles of Association, 
to purchase up to 122,532,907 of its own shares in the market. In the year 
under review, 32,088,571 ordinary shares were purchased.
MAJOR SHAREHOLDERS
The table below shows the holdings of major shareholders in the Company’s 
issued ordinary share capital in accordance with the Disclosure Guidance and 
Transparency Rules (DTRs) notified to the Company as at 31 December 2020. 
Information provided to the Company under the DTRs is publicly available via 
the regulatory information services and on the Company’s website.
At 30 December 
2020
Harris Associates LP
4.51%
BlackRock Inc
7.56%
At 23 April 
2021
Harris Associates LP
3.75%
BlackRock Inc
8.04%
SHAREHOLDERS AS AT 31 DECEMBER 2020
Holding of shares
Number of 
holders
% Owners
Shareholdings
% 
Outstanding
Up to 1,000 
5,810
53.1
1,538,230
0.1
1,001 to 5,000 
1,634
15.0
3,920,826
0.3
5,001 to 100,000 
2,247
20.6
69,828,801
5.4
100,001 to 1,000,000 
987
9.0
328,301,356
25.3
Over 1,000,000 
254
2.3
892,491,029
68.9
Shareholders by geography
%
Shareholders by type
%
UK
30.6
Institutional investors
95.2
United States
36.0
Our people
0.6
Rest of World
33.4
Other individuals
4.2
Total
100
Total
100
SHAREHOLDER INFORMATION
WPP ANNUAL REPORT 2020
220

ADDITIONAL INFORMATION

SHARE PRICE
The closing price of the shares at 31 December was as follows:
At 23 April
 2021
2020
2019
2018
2017
2016
Ordinary 10p shares
967.8p
800.0p 
1,066.5p
846.6p
1,341.0p
1,816.0p
Share price information is also available online at wpp.com/investors/share-price
CHANGE OF CONTROL 
All of our bonds contain provisions which are triggered on a change of control of the Company. The holders of such bonds have the right to repayment at par 
except for holders of our US$ bonds. The holders of our US$ bonds have the right to redeem the bonds at 101% of par, if the Company is non-investment grade 
at the time of the change of control or becomes non-investment grade within 120 days of the announcement of the change of control.
In addition, the Group has a Revolving Credit Facility in the amount of $2,500 million due March 2025, the terms of which require the consent of the majority of 
the lenders if a proposed merger or consolidation of the Company would alter its legal personality or identity. In February 2021, the lending banks approved an 
extension of the term of the Revolving Credit Facility to March 2026.
In general terms, awards granted under WPP’s incentive plans will usually vest on a change of control, albeit on a prorated basis. Where awards are subject to 
performance conditions, those conditions will still need to be met, also on a prorated basis. Certain incentive plans allow the Compensation Committee to 
require outstanding awards to be exchanged for equivalent awards in the acquiring company.
SHARE BUY-BACK PROGRAMME
The Board has been authorised to issue and allot Ordinary Shares under Article 12 of the company’s Articles of Association. The power under Article 12 and the 
authority for the company to make purchases of its own shares are subject to shareholder authorities which are sought on an annual basis at our Annual General 
Meeting (AGM). Any shares purchased by the company may be cancelled, held as Treasury shares or used for satisfying share options and grants under the 
Group’s employee share plans. 
The Company announced on 31 March 2020 its decision to suspend the £950 million share buyback, funded by proceeds from the Kantar transaction, with 
immediate effect. The Company announced a £300 million share buy-back programme on 11 March 2021, which would take place during the period commencing 
11 March 2021 and ending no later than 18 June 2021. 
DIVIDENDS
Subject to shareholder approval at the 2021 AGM, the final dividend for 2020 will become due and payable on 9 July 2021 to all holders of ordinary shares on the 
Register of Members at the close of business on 11 June 2021. 
The table below sets out the dividend per share ordinary shareholders have received for the last five years: 
2020
2019
2018
2017
2016
Interim dividend per ordinary share
10.00p
22.70p
22.70p
22.70p
19.55p
Final dividend per ordinary share
14.00p
–
37.30p
37.30p
37.05p
Total 
24.00p
22.70p
60.00p
60.00p
56.60p
AMERICAN DEPOSITARY RECEIPTS (ADRS)
Each ADR represents five ordinary shares.
WPP plc is subject to the informational requirements of the United States’ securities laws applicable to foreign companies and files an annual report on Form 20-F 
and other information with the US Securities and Exchange Commission. These documents are available at the Commission’s website, sec.gov. 
ADR DIVIDENDS 
ADR holders are eligible for all stock dividends or other entitlements accruing on the underlying WPP plc shares and receive all cash dividends in US dollars. 
These are normally paid twice a year.
Dividend cheques are mailed directly to the ADR holder on the payment date if ADRs are registered with WPP’s US depositary. Dividends on ADRs that are 
registered with brokers are sent to the brokers, who forward them to ADR holders. WPP’s US depositary is Citibank N.A. (address on page 222).
Dividends per ADR in respect of each financial year are set out below.
2020
2019
2018
2017
2016
In £ sterling
Interim
50.00p
113.50p
113.50p
113.50p
97.75p
Final
70.00p
–
186.50p
186.50p
185.25p
Total
120.00p
113.50p
300.00p
300.00p
283.00p
In US dollars1
Interim
64.18¢
144.88¢
151.53¢
146.27¢
132.42¢
Final
89.85¢
–
249.00¢
240.34¢
250.96¢
Total
154.03¢
144.88¢
400.53¢
386.61¢
383.38¢
1	 These figures have been translated for convenience purposes only, using the approximate average rate for the year of US$1.2836 (2019: US$1.2765, 2018: US$1.3351). This conversion should not be 
construed as a representation that the pound sterling amounts actually represent, or could be converted into, US dollars at the rates indicated.
Dollar amounts paid to ADR holders depend on the sterling/dollar exchange rate at the time of payment.
No withholding tax is imposed on dividends paid to ADR holders. The dividends received will be subject to United States’ taxation.
221
WPP ANNUAL REPORT 2020
ADDITIONAL INFORMATION

 
SHAREHOLDER INFORMATION

LISTING RULES
For the purposes of Listing Rule (LR) 9.8.4R, the information required to be 
disclosed by that section can be found in the following locations:
Section
Applicable sub-paragraph 
within LR 9.8.4R
Location
4
Details of long-term 
incentive schemes
Directors’ compensation report  
page 134-154
5
Details of Directors’ 
waiver of emoluments
Directors’ compensation report  
page 134-154
6
Director waiver of future 
emoluments
Directors’ compensation report  
page 134-154
The above table sets out only those sections of LR 9.8.4R which are relevant. The remaining 
sections of LR 9.8.4R are not applicable.
ARTICLES OF ASSOCIATION
There are no restrictions on amending the Articles of Association of the 
Company (Articles) other than the requirement to pass a special resolution 
of the shareholders at a general meeting. Subject to applicable law and the 
Company’s Articles, the Directors may exercise all powers of the Company.
The Articles are available on the Company’s website at  
wpp.com/investors/corporate-governance
2021 FINANCIAL CALENDAR
Ordinary dividend timetable
Final
Interim
Ordinary ex-dividend date
10 June 2021
October 2021
Dividend record date
11 June 2021
October 2021
Dividend payment date
9 July 2021
November 2021
Other key dates:
2020 preliminary results 
11 March 2021
First quarter trading update
28 April 2021
Annual General Meeting
9 June 2021
2021 interim results 
announcement 
August 2021
Third quarter trading update 
October 2021
RESULTS ANNOUNCEMENTS
Results announcements are issued to the London Stock Exchange and are 
available on its news service. They are also sent to the US Securities and 
Exchange Commission and the NYSE, issued to the media and made available 
on our website. 
SHAREHOLDER COMMUNICATIONS
A growing number of our shareholders have opted to receive communications 
from us electronically. The use of electronic communications, rather than 
printed paper documents, means information about the Company can be 
accessed through emails or the Company’s website, thus reducing our impact 
on the environment. Shareholders who have elected for electronic 
communication will be sent an email alert containing a link to the relevant 
documents. We encourage all our shareholders to sign up for this service. You 
can register for this service at investorcentre.co.uk or by contacting 
Computershare by the telephone number provided below.
WPP’s public website, wpp.com, provides current and historical financial 
information, news releases, trading reports and share price information. Go to 
wpp.com/investors
SHAREHOLDERS’ REGISTER
A register of shareholders’ interests is kept at the Company’s registrar’s office 
in Jersey and is available for inspection on request. The register includes 
information on nominee accounts and their beneficial owners.
ACCESS NUMBERS/TICKER SYMBOLS
NYSE
Reuters
Bloomberg
Ordinary shares
–
WPP.L
WPP LN
American Depositary Shares
WPP
WPP.N
WPP US
SHAREHOLDER CONTACTS
ORDINARY SHARES
For any queries regarding your shareholding, please contact Computershare:
By telephone: +44 (0)870 707 1411
Lines are open from Monday to Friday, 8.30am to 5.30pm UK time, excluding 
public holidays. 
Using the contact form on the website: investorcentre.co.uk/je/contactus
In writing: Computershare Investor Services (Jersey) Limited, 13 Castle Street, 
St Helier, Jersey, JE1 1ES
AMERICAN DEPOSITARY RECEIPTS (ADRS) OFFICE
For any queries regarding WPP ADRs, please contact Citibank Shareholder 
Services (Citibank):
By telephone: +1 877 248 4237
Opening hours are Monday to Friday, 8.30am to 6pm US Eastern Standard 
Time. Please call +1 781 575 4555 if calling from outside of the US.
By email: citibank@shareholders-online.com
In writing: Citibank N.A., PO Box 43077, Providence, RI 02940-3077, USA
REGISTERED OFFICE
WPP plc 
13 Castle Street, St Helier 
Jersey, JE1 1ES
Telephone: +44 (0)20 7282 4600 
Registered number: 111714
Website: wpp.com 
TAXATION INFORMATION
As this is a complex area investors should consult their own tax advisor 
regarding the US federal, state and local, the UK and other tax consequences 
of owning and disposing of shares and ADSs in their particular circumstances. 
DIVIDENDS RECEIVED 
UK resident individuals receive a Dividend Allowance in the form of a 0% tax 
rate on the first £2,000 of dividend income received each tax year.
Any dividends received over the Dividend Allowance are taxed at a rate of 
7.5% on dividend income for individuals in the basic rate band, 32.5% for higher 
rate tax payers and at 38.1% for individuals with income of £150,000 or more.
CAPITAL GAINS TAX
The market value of an ordinary share at 31 March 1982 was 39p. Since that date 
rights issues have occurred in September 1986, August 1987 and April 1993. For 
capital gains tax purposes the acquisition cost of ordinary shares is adjusted to 
take account of such rights issues. Since any adjustments will depend on 
individual circumstances, shareholders are advised to consult their 
professional advisors.
CAPITAL GAINS
As liability to capital gains tax on a disposal of WPP shares will depend on 
individual circumstances, shareholders are advised to consult their 
professional advisors.
WPP ANNUAL REPORT 2020
222

ADDITIONAL INFORMATION SHAREHOLDER INFORMATION

ADJUSTMENT OF 30 JUNE 2020 GOODWILL IMPAIRMENT
The goodwill impairment charge recognised for the year ended 31 December 
2020 includes £2,812.9 million related to the six-month period ended 30 June 
2020. This figure is £328.2 million higher than the £2,484.7 million previously 
reported in the 30 June 2020 interim financial statements as a result of an 
adjustment to appropriately reflect the working capital cash flow assumptions 
in the impairment model.
The following table presents the CGUs with significant goodwill impairments 
that were recognised as at 30 June 2020, both as previously reported and as 
adjusted for the identified adjustment.
As reported
As adjusted
CGU
Operating  
Sector
Recoverable
amount as at
30 June
2020
 £m
Goodwill 
impairment
charge for 
the period 
ended 
30 June 
2020
£m
Recoverable
amount as at
30 June
2020
 £m
Goodwill 
impairment
charge for 
the period 
ended 
30 June 
2020
£m
Wunderman 
Thompson
Global 
Integrated 
Agencies
1,932.2
1,054.4
1,759.5
1,207.5
VMLY&R
Global 
Integrated 
Agencies
918.3
472.0
871.0
516.9
Burson Cohn 
& Wolfe
Public  
Relations
859.8
127.0 
845.9
140.3
Geometry  
Global
Specialist 
Agencies
205.9
232.5
128.4
305.8
Landor &  
Fitch
Specialist 
Agencies
197.5
158.1
169.5
185.4
Other
1,349.3
440.7
1,325.7
457.0
5,463.0
2,484.7
5,100.0
2,812.9
The table below reflects the impact of the adjustment on key income 
statement and balance sheet line items. The £333.3 million adjustment reflects 
the £328.2 million increase in the goodwill impairment charge and a £5.1 million 
increase primarily in impairment of right-of-use assets with a related increase 
in the deferred tax credit of £13.1 million and a corresponding decrease in 
deferred tax liabilities.
Six months ended 30 June 2020
As previously 
reported
£m
Adjusted
£m
Continuing operations
General and administrative costs
3,195.3
3,528.6
Operating loss
(2,417.3)
(2,750.6)
Loss before interest and taxation
(2,469.2)
(2,802.5)
Loss before taxation
(2,843.9)
(3,177.2)
Loss for the period from continuing operations
(2,867.9)
(3,188.1)
Loss for the period
(2,864.8)
(3,185.0)
Headline operating profit
382.3 
382.3 
Loss for the period attributable to equity 
holders of the parent
(2,889.0)
(3,209.2)
Weighted average shares used in basic EPS 
calculation (million)
1,224.7 
1,224.7 
Reported basic earnings per share
(235.9p)
(262.0p)
Goodwill
8,096.3
7,768.1
Deferred tax liabilities
(398.9)
(385.8)
Net assets
5,779.7
5,459.5
We will reflect these adjustments in the comparatives included in the 2021 
interim financial statements.
223
WPP ANNUAL REPORT 2020
ADDITIONAL INFORMATION


FIVE-YEAR SUMMARY
Continuing operations
Continuing and
 discontinued
 operations
2020 
£m
20191 
£m
20181 
£m
20171 
£m
20162
£m
Income statement
Billings3
46,917.8
53,059.0
53,219.7
52,915.4
55,278.0
Revenue
12,002.8
13,234.1
13,046.7
13,146.4
14,887.3
Revenue less pass-through costs3
9,762.0
10,846.5
10,875.7
11,143.9
12,428.6
Operating (loss)/profit
(2,278.1)
1,295.9
1,245.3
1,577.9
2,063.1
Headline EBITDA4
1,812.5
2,131.4
1,932.5
2,099.6
2,419.7
Headline operating profit4
1,260.5
1,560.6
1,651.2
1,793.1
2,095.3
(Loss)/profit before taxation
(2,790.6)
1,214.3
1,019.3
1,894.0
1,890.5
Headline PBT4
1,041.3
1,363.0
1,543.0
1,717.6
1,986.2
(Loss)/profit for the year
(2,919.9)
939.3
763.3
1,811.0
1,501.6
Headline operating profit margin4
12.9%
14.4%
15.2%
16.1%
16.9%
Balance sheet
Non-current assets
12,185.4
15,826.7
17,854.1
18,427.7
19,125.3
Net current assets/(liabilities)
870.9
(179.9)
(649.5)
(356.1)
(1,328.1)
Net assets
5,166.4
8,415.8
9,784.3
9,960.5
9,761.7
Net debt
(695.6)
(1,539.6)
(4,016.7)
(4,483.1)
(4,130.5)
Average net debt
(2,331.0)
(4,282.0)
(4,965.6)
(5,142.7)
(4,340.5)
2020
2019
2018
2017
2016
Our people
Revenue per employee (£000)
116.7
124.3
123.0
123.5
112.2
Revenue less pass-through costs3 per employee (£000) 
94.9
101.8
102.5
104.7
93.7
Staff cost per employee (£000)
63.8
66.6
65.5
66.4
58.7
Average headcount5
102,822
106,498
106,090
106,414
132,657
Share information
Headline6	
– basic earnings per share from continuing operations
60.5p
78.7p
92.4p
104.2p
114.8p
	
– diluted earnings per share from continuing operations
59.9p
78.1p
91.4p
103.0p
113.2p
Reported	
– basic earnings per share from continuing operations
(243.2p)
68.8p
56.0p
136.9p
109.6p
	
– diluted earnings per share from continuing operations
(243.2p)
68.2p
55.4p
135.3p
108.0p
Dividends per share7
24.00p
22.70p
60.00p
60.00p
56.60p
Share price	 – high
1,071.0p
1,077.5p
1,471.0p
1,921.0p
1,850.0p
	
– low
483.7p
800.4p
805.0p
1,253.0p
1,338.0p
Market capitalisation at year-end (£m)
9,802.7
13,410.0
10,682.6
17,029.8
23,260.3
Notes
1	 Figures have been restated as described in the accounting policies.
2	 2016 figures have not been re-presented in accordance with IFRS 5 Non-Current Assets Held for Sale and Discontinued Operations therefore represent total continuing and discontinued operations. 
2016 figures have also not been restated to reflect the impact of the change in the discount rate used in the calculation of the present value of the expected cash outflows in respect of put option 
agreements and payments due to vendors (earnout agreements).
3	 Billings and revenue less pass-through costs are defined on pages 225 and 226.
4	 The calculation of ‘headline’ measures of performance (including headline EBITDA, headline operating profit, headline operating profit margin and headline PBT) is set out on pages 212 and 213.
5	 2016 average headcount includes the Kantar disposal group.
6	 Headline earnings per share is set out in note 9 of the financial statements. 
7	 Dividends per share represents the dividends declared in respect of each year. 
The information on this page is unaudited.
WPP ANNUAL REPORT 2020

ADDITIONAL INFORMATION
224

FINANCIAL GLOSSARY
Term used in Annual Report
United States’ equivalent or brief description
ADRs/ADSs
American Depositary Receipts/American Depositary Shares. The Group uses the terms ADR and 
ADS interchangeably. One ADR/ADS represents five ordinary shares
Allotted
Issued
Average net debt and net debt
Average net debt is calculated as the average daily net borrowings of the Group. Net debt at 
a period end is calculated as the sum of the net borrowings of the Group, derived from the cash 
ledgers and accounts in the balance sheet. Net debt excludes lease liabilities
Billings and estimated net new billings
Billings comprise the gross amounts billed to clients in respect of commission-based/fee-based 
income together with the total of other fees earned. Net new billings represent the estimated 
annualised impact on billings of new business gained from both existing and new clients, net of 
existing client business lost. The estimated impact is based upon initial assessments of the 
clients’ marketing budgets, which may not necessarily result in actual billings of the same amount
Called-up share capital
Ordinary shares, issued and fully paid
Company or Parent Company
WPP plc
Constant currency
The Group uses US dollar-based, constant currency models to measure performance. These are 
calculated by applying budgeted 2020 exchange rates to local currency reported results for the 
current and prior year. This gives a US dollar-denominated income statement which excludes any 
variances attributable to foreign exchange rate movements
ESOP
Employee share ownership plan
EURIBOR
The euro area inter-bank offered rate for euro deposits
Finance lease
Capital lease
Free cash flow
Free cash flow is calculated as cash generated by operations plus dividends received from 
associates, interest received, investment income received, and proceeds from the issue of 
shares, less corporation and overseas tax paid, interest and similar charges paid, dividends paid 
to non-controlling interests in subsidiary undertakings, repayment of lease liabilities (including 
interest), earnout payments and purchases of property, plant and equipment and purchases of 
other intangible assets
Freehold
Ownership with absolute rights in perpetuity
General and administrative costs
General and administrative costs include marketing costs, certain professional fees and an 
allocation of other costs, including staff and establishment costs, based on the function of 
employees within the Group
Group
WPP plc and its subsidiaries
Headline earnings
Headline PBT less headline tax charge and non-controlling interests
Headline EBITDA
Profit before finance and investment income/costs and revaluation of financial instruments, 
taxation, gains/losses on disposal of investments and subsidiaries, investment and other 
write-downs, goodwill impairment and other goodwill write-downs, amortisation and impairment 
of acquired intangible assets, amortisation of other intangibles, depreciation of property, plant 
and equipment, depreciation of right-of-use assets, restructuring and transformation costs, 
restructuring costs in relation to Covid-19, litigation settlement, gain on sale of freehold property 
in New York, share of exceptional gains/losses of associates and gains/losses on remeasurement 
of equity interests arising from a change in scope of ownership
Headline operating profit
Operating profit before gains/losses on disposal of investments and subsidiaries, investment 
and other write-downs, goodwill impairment and other goodwill write-downs, amortisation and 
impairment of acquired intangible assets, restructuring and transformation costs, restructuring 
costs in relation to Covid-19, litigation settlement, gain on sale of freehold property in New York and 
gains/losses on remeasurement of equity interests arising from a change in scope of ownership
Headline operating profit margin
Headline operating profit margin is calculated as headline operating profit (defined above) as 
a percentage of revenue less pass-through costs
Headline PBIT
Profit before finance and investment income/costs and revaluation of financial instruments, 
taxation, gains/losses on disposal of investments and subsidiaries, investment and other 
write-downs, goodwill impairment and other goodwill write-downs, amortisation and 
impairment of acquired intangible assets, restructuring and transformation costs, restructuring 
costs in relation to Covid-19, litigation settlement, gain on sale of freehold property in New York, 
share of exceptional gains/losses of associates and gains/losses on remeasurement of equity 
interests arising from a change in scope of ownership
225
WPP ANNUAL REPORT 2020

ADDITIONAL INFORMATION

Term used in Annual Report
United States’ equivalent or brief description
Headline PBT
Profit before taxation, gains/losses on disposal of investments and subsidiaries, investment and 
other write-downs, goodwill impairment and other goodwill write-downs, amortisation and 
impairment of acquired intangible assets, restructuring and transformation costs, restructuring 
costs in relation to Covid-19, litigation settlement, gain on sale of freehold property in New York, 
share of exceptional gains/losses of associates, gains/losses arising from the revaluation and 
retranslation of financial instruments and gains/losses on remeasurement of equity interests 
arising from a change in scope of ownership
Headline tax charge
Taxation excluding tax/deferred tax relating to gains/losses on disposal of investments and 
subsidiaries, investment and other write-downs, goodwill impairment and other goodwill 
write-downs, restructuring and transformation costs, restructuring costs in relation to Covid-19, 
litigation settlement, gain on sale of freehold property in New York, and the deferred tax impact 
of the amortisation of acquired intangible assets and other goodwill items
IFRS/IAS
International Financial Reporting Standards/International Accounting Standards
LIBOR
The London inter-bank offered rate
Net working capital
The movement in net working capital consists of movements in trade working capital and 
movements in other working capital and provisions per the analysis of cash flows note
OCI
Consolidated statement of comprehensive income
Pass-through costs
Pass-through costs comprise fees paid to external suppliers where they are engaged to perform 
part or all of a specific project and are charged directly to clients, predominantly media and data 
collection costs
Pro forma (“like-for-like”)
Pro forma comparisons are calculated as follows: current year, constant currency actual results 
(which include acquisitions from the relevant date of completion) are compared with prior year, 
constant currency actual results, adjusted to include the results of acquisitions for the commensurate 
period in the prior year. The Group uses the terms “pro forma” and “like-for-like” interchangeably
Profit
Income
Profit attributable to equity holders of the parent
Net income
Revenue less pass-through costs
Revenue less pass-through costs is revenue less media, data collection and other  
pass-through costs 
Sarbanes-Oxley Act or SOX
An Act passed in the United States to protect investors by improving the accuracy and reliability 
of corporate disclosures made pursuant to the securities laws, and for other purposes
Share capital
Ordinary shares, capital stock or common stock issued and fully paid
Shares in issue
Shares outstanding
Share premium account
Additional paid-in capital or paid-in surplus (not distributable)
UK Corporate Governance Code
The UK Corporate Governance Code published by the Financial Reporting Council dated 
April 2018
WPP
WPP plc and its subsidiaries
WPP ANNUAL REPORT 2020
226

ADDITIONAL INFORMATION FINANCIAL GLOSSARY

FORWARD-LOOKING STATEMENT
In connection with the provisions of the U.S. Private Securities Litigation 
Reform Act of 1995 (the ‘Reform Act’), the Company may include forward-
looking statements (as defined in the Reform Act) in oral or written public 
statements issued by or on behalf of the Company. These forward-looking 
statements may include, among other things, plans, objectives, beliefs, 
intentions, strategies, projections and anticipated future economic 
performance based on assumptions and the like that are subject to risks and 
uncertainties. These statements can be identified by the fact that they do not 
relate strictly to historical or current facts. They use words such as ‘anticipate’, 
‘estimate’, ‘expect’, ‘intend’, ‘will’, ‘project’, ‘plan’, ‘believe’, ‘target’, and other 
words and similar references to future periods but are not the exclusive means 
of identifying such statements. As such, all forward-looking statements involve 
risk and uncertainty because they relate to future events and circumstances 
that are beyond the control of the Company. Actual results or outcomes may 
differ materially from those discussed or implied in the forward-looking 
statements. Therefore, you should not rely on such forward-looking 
statements, which speak only as of the date they are made, as a prediction of 
actual results or otherwise. Important factors which may cause actual results 
to differ include but are not limited to: the impact of outbreaks, epidemics or 
pandemics, such as the Covid-19 pandemic and ongoing challenges and 
uncertainties posed by the Covid-19 pandemic for businesses and 
governments around the world; the unanticipated loss of a material client or 
key personnel; delays or reductions in client advertising budgets; shifts in 
industry rates of compensation; regulatory compliance costs or litigation; 
changes in competitive factors in the industries in which we operate and 
demand for our products and services; our inability to realise the future 
anticipated benefits of acquisitions; failure to realise our assumptions 
regarding goodwill and indefinite lived intangible assets; natural disasters 
or acts of terrorism; the Company’s ability to attract new clients; the UK’s exit 
from the EU; the risk of global economic downturn; technological changes and 
risks to the security of IT and operational infrastructure, systems, data and 
information resulting from increased threat of cyber and other attacks; the 
Company’s exposure to changes in the values of other major currencies 
(because a substantial portion of its revenues are derived and costs incurred 
outside of the UK); and the overall level of economic activity in the Company’s 
major markets (which varies depending on, among other things, regional, 
national and international political and economic conditions and government 
regulations in the world’s advertising markets). In addition, you should 
consider the risks described under the heading Principal risks on pages 95-101, 
which could also cause actual results to differ from forward-looking 
information. In light of these and other uncertainties, the forward-looking 
statements included in this document should not be regarded as a 
representation by the Company that the Company’s plans and objectives will 
be achieved. Neither the Company, nor any its directors, officers or 
employees, provides any representation, assurance or guarantee that the 
occurrence of any events anticipated, expressed or implied in any forward-
looking statements will actually occur. The Company undertakes no obligation 
to update or revise any such forward-looking statements, whether as a result 
of new information, future events or otherwise.
WEBSITE
WPP’s website wpp.com gives additional information on the Group. 
Notwithstanding the references we make in this Annual Report to WPP’s 
website, none of the information made available on the website constitutes 
part of this Annual Report or shall be deemed to be incorporated by 
reference herein.
227
WPP ANNUAL REPORT 2020

ADDITIONAL INFORMATION

Written by WPP 
Designed and produced by Superunion, London 
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©WPP 2021
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WHERE TO FIND US
COMPANY CENTRES
WPP NEW YORK 
3 World Trade Center 
175 Greenwich Street 
New York NY 10007  
Tel +1 (212) 632 2200
WPP LONDON
Sea Containers  
18 Upper Ground 
London SE1 9GL 
Tel +44 (0)20 7282 4600
WPP ASIA PACIFIC
50 Scotts Road 
Singapore 228242 
Tel +65 6508 5219
COMPANY INFORMATION
If you would like further general information about WPP, its  
companies or any of the programmes or initiatives mentioned in this  
Annual Report, please visit our website, wpp.com, or email:  
enquiries@wpp.com
BUSINESS DEVELOPMENT
For more about WPP companies’ professional services,  
please contact: 
Jason Day 
jason.day@wpp.com
CONTACT POINTS
INVESTOR RELATIONS
John Rogers 
Chief Financial Officer 
Tel +44 (0)20 7282 4600 
john.rogers@wpp.com
Peregrine Riviere 
Group Investor Relations Director 
London 
Tel +44 (0)20 7282 4600 
peregrine.riviere@wpp.com
Fran Butera 
Investor Relations Director 
New York 
Tel +1 (212) 632 2235 
fran.butera@wpp.com
INVESTOR INFORMATION
Investor relations material and our financial statements are available  
online at wpp.com/investors
CORPORATE COMMUNICATIONS  
AND MEDIA RELATIONS
Chris Wade 
Chief Communications Officer 
Tel +44 (0)20 7282 4600 
chris.wade@wpp.com
EMEA
Niken Wresniwiro 
Tel +44 (0)20 7282 4600 
niken.wresniwiro@wpp.com
NORTH AMERICA
Martina Suess 
Tel +1 (212) 632 2522 
martina.suess@wpp.com
ASIA PACIFIC
Juliana Yeh 
Tel +852 2280 3790 
juliana.yeh@wpp.com
SUSTAINABILITY 
David Henderson 
Global Corporate Affairs Director 
Tel +44 (0)20 7282 4600 
david.henderson@wpp.com
WPP ANNUAL REPORT 2020
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ADDITIONAL INFORMATION
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